Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 08, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CDNA | |
Entity Registrant Name | CareDx, Inc. | |
Entity Central Index Key | 1,217,234 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 35,283,152 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 18,695 | $ 16,895 |
Accounts receivable | 6,536 | 2,991 |
Inventory | 5,011 | 5,529 |
Prepaid and other assets | 2,455 | 1,352 |
Total current assets | 32,697 | 26,767 |
Property and equipment, net | 2,055 | 2,075 |
Intangible assets, net | 31,989 | 33,139 |
Goodwill | 12,005 | 12,005 |
Restricted cash | 206 | 9,579 |
Total assets | 78,952 | 83,565 |
Current liabilities: | ||
Accounts payable | 4,269 | 3,391 |
Accrued payroll liabilities | 3,707 | 5,013 |
Accrued and other liabilities | 4,392 | 3,735 |
Deferred revenue | 39 | 39 |
Deferred purchase consideration | 577 | 407 |
Derivative liability | 0 | 14,600 |
Current debt | 461 | 15,721 |
Total current liabilities | 13,445 | 42,906 |
Deferred rent, net of current portion | 802 | 913 |
Deferred revenue, net of current portion | 721 | 730 |
Deferred tax liability | 4,415 | 4,933 |
Long-term debt, net of current portion | 9,729 | 18,338 |
Contingent consideration | 1,816 | 1,672 |
Common stock warrant liability | 13,247 | 18,712 |
Other liabilities | 1,384 | 1,315 |
Total liabilities | 45,559 | 89,519 |
Commitments and contingencies (Note 8) | 0 | 0 |
Stockholders’ equity: | ||
Preferred stock: $0.001 par value; 10,000,000 shares authorized at March 31, 2018 and December 31, 2017; no shares issued and outstanding at March 31, 2018 and December 31, 2017 | 0 | 0 |
Common stock: $0.001 par value; 100,000,000 shares authorized at March 31, 2018 and December 31, 2017; 35,240,782 shares and 28,825,019 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 35 | 29 |
Additional paid-in capital | 309,898 | 264,204 |
Accumulated other comprehensive loss | (2,482) | (2,345) |
Accumulated deficit | (274,058) | (268,022) |
Total CareDx, Inc. stockholders' equity (deficit) | 33,393 | (6,134) |
Noncontrolling interest | 0 | 180 |
Total stockholders’ equity (deficit) | 33,393 | (5,954) |
Total liabilities and stockholders’ equity | $ 78,952 | $ 83,565 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 35,240,782 | 28,825,019 |
Common stock, shares outstanding | 35,240,782 | 28,825,019 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operation - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue: | ||
Testing revenue | $ 10,604 | $ 7,902 |
Product revenue | 3,307 | 3,667 |
License and other revenue | 142 | 15 |
Total revenue | 14,053 | 11,584 |
Operating expenses: | ||
Cost of testing | 4,112 | 3,057 |
Cost of product | 2,272 | 2,327 |
Research and development | 3,368 | 3,283 |
Sales and marketing | 4,085 | 3,222 |
General and administrative | 5,307 | 6,502 |
Goodwill impairment | 0 | 1,958 |
Change in estimated fair value of contingent consideration | 144 | (221) |
Total operating expenses | 19,288 | 20,128 |
Loss from operations | (5,235) | (8,544) |
Interest expense | (2,695) | (790) |
Other expense, net | (2,809) | (686) |
Change in estimated fair value of common stock warrant liability and derivative liability | 1,321 | 4,128 |
Loss before income taxes | (9,418) | (5,892) |
Income tax benefit | 424 | 283 |
Net loss | (8,994) | (5,609) |
Net loss attributable to noncontrolling interest | (25) | (47) |
Net loss attributable to CareDx, Inc. | $ (8,969) | $ (5,562) |
Net loss per share attributable to CareDx, Inc. (Note 3): | ||
Basic | $ (0.30) | $ (0.26) |
Diluted | $ (0.30) | $ (0.26) |
Weighted average shares used to compute net loss per share attributable to CareDx, Inc.: | ||
Basic | 29,615,441 | 21,343,782 |
Diluted | 29,615,441 | 21,343,782 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (8,994) | $ (5,609) |
Other comprehensive (loss) income: | ||
Foreign currency translation adjustments | (137) | 264 |
Total comprehensive loss | (9,131) | (5,345) |
Comprehensive loss attributable to noncontrolling interest, net of tax | (25) | (52) |
Comprehensive loss attributable to CareDx, Inc. | $ (9,106) | $ (5,293) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | |
Operating activities: | ||
Net loss | $ (8,994) | $ (5,609) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,039 | 934 |
Amortization of inventory fair market value adjustment | 164 | 32 |
Loss on conversion of JGB debt to shares of common stock | 2,806 | 0 |
Amortization of debt discount and noncash interest expense | 2,084 | 627 |
Revaluation of common stock warrant liability and derivative liability to estimated fair value | (1,321) | (4,128) |
Stock-based compensation | 706 | 391 |
Revaluation of contingent consideration to estimated fair value | 144 | (221) |
Non-cash goodwill impairment | 0 | 1,958 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (606) | (576) |
Inventory | 196 | 470 |
Prepaid and other assets | (510) | (245) |
Accounts payable | 835 | 382 |
Accrued payroll liabilities | (1,358) | (865) |
Accrued and other liabilities | 654 | 382 |
Change in deferred revenue | (10) | (2) |
Change in deferred taxes | (347) | (271) |
Net cash used in operating activities | (4,518) | (6,741) |
Investing activities: | ||
Purchase of property and equipment | (62) | (68) |
Net cash used in investing activities | (754) | (68) |
Financing activities: | ||
Proceeds from debt, net of issuance costs | 0 | 24,002 |
Perceptive term loan issuance costs | (584) | 0 |
Proceeds from issuance of common stock under employee stock purchase plan | 32 | 44 |
Principal payments on debt and capital lease obligations | (1,633) | (12,915) |
Change in short term credit facility | (225) | 0 |
Proceeds from exercise of warrants | 25 | 0 |
Proceeds from exercise of stock options | 80 | 0 |
Net cash (used in) provided by financing activities | (2,318) | 11,131 |
Effect of exchange rate changes on cash and cash equivalents | 17 | 17 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (7,573) | 4,339 |
Cash, cash equivalents, and restricted cash at beginning of period | 26,474 | 17,401 |
Cash, cash equivalents, and restricted cash at end of period | 18,901 | 21,740 |
Supplemental disclosure of cash flow information: | ||
Deferred purchase consideration | 0 | 1,018 |
Allenex [Member] | ||
Investing activities: | ||
Acquisition of Allenex AB | (692) | 0 |
Conexio [Member] | ||
Financing activities: | ||
Acquisition of business, net of cash acquired | $ (13) | $ 0 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Cash, Cash Equivalents and Restricted Cash as of: | ||
Cash and cash equivalents | $ 18,695 | $ 16,895 |
Restricted cash | 206 | 9,579 |
Total cash, cash equivalents and restricted cash at the end of period | $ 18,901 | $ 26,474 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS CareDx, Inc. (“CareDx” or the “Company”) together with its subsidiaries, is a global transplant diagnostics company with product offerings along the pre- and post-transplant continuum. The Company focuses on discovery, development and commercialization of clinically differentiated, high-value diagnostic surveillance solutions for transplant patients. In post-transplant diagnostics, the Company offers AlloMap®, which is a heart transplant molecular test and AlloSure®, which is a donor-derived cell free DNA (“dd-cfDNA”) test initially used for kidney transplant patients. In pre-transplant diagnostics, the Company offers high quality products that increase the chance of successful transplants by facilitating a better match between a donor and a recipient of stem cells and organs. AlloMap is a gene expression test that helps clinicians monitor and identify heart transplant recipients with stable graft function who have a low probability of moderate to severe acute cellular rejection. Since 2008, the Company has sought to expand the adoption and utilization of its AlloMap solution through ongoing studies to substantiate the clinical utility and actionability of AlloMap, secure positive reimbursement decisions for AlloMap from large private and public payers, develop and enhance its relationships with key members of the transplant community, including opinion leaders at major transplant centers, and explore opportunities and technologies for the development of additional solutions for post-transplant surveillance. The Company believes the use of AlloMap, in conjunction with other clinical indicators, can help healthcare providers and their patients better manage long-term care following a heart transplant. In particular, the Company believes AlloMap can improve patient care by helping healthcare providers avoid the use of unnecessary, invasive surveillance biopsies and determine the appropriate dosage levels of immunosuppressants. AlloMap has received 510(k) clearance from the U.S. Food and Drug Administration (the “FDA”) for marketing and sale as a test to aid in the identification of recipients with a low probability of moderate or severe acute cellular rejection. A 510(k) submission is a premarketing submission made to the FDA. Clearance may be granted by the FDA if it finds the device or test provides satisfactory evidence pertaining to the claimed intended uses and indications for the device or test. On October 9, 2017, the Company commercially launched AlloSure, its proprietary next-generation sequencing-based test to measure dd-cfDNA after transplantation. The Company believes the use of AlloSure, in conjunction with other clinical indicators, can help healthcare providers and their patients better manage long-term care following a kidney transplant. In particular, the Company believes AlloSure can improve patient care by helping healthcare providers to reduce the use of invasive biopsies and determine the appropriate dosage levels of immunosuppressants. The Company also develops, manufactures, markets and sells products that increase the chance of successful transplants by facilitating a better match between a donor and a recipient of stem cells and organs. Olerup SSP® is used to type Human Leukocyte Antigen, or HLA alleles, based on the sequence specific primer, or SSP technology. Olerup SBT TM precision in HLA typing at a low to intermediate resolution for samples that require a fast turn-around-time On May 4, 2018, the Company entered into a License and Commercialization Agreement with Illumina, Inc. (“Illumina”), which provides the Company with worldwide distribution, development and commercialization rights to Illumina’s next generation sequencing (“NGS”) product line for use in transplantation diagnostic testing. See Note 17 for further details. The Company’s headquarters are in Brisbane, California; primary operations are in Brisbane, U.S. and Stockholm, Sweden; and the Company operates in two reportable segments. Liquidity and Going Concern The Company has incurred significant losses and negative cash flows from operations since its inception and had an accumulated deficit of $274.1 million at March 31, 2018. As of March 31, 2018, the Company had cash and cash equivalents of $18.7 million, and $10.2 million On April 17, 2018, the Company entered into a new credit agreement with Perceptive Credit Holdings II, LP (“Perceptive ”) The Company may req uire additional financing in the future to fund working capital and pay its obligations as they come due. Additional financing might include one or more offerings and one or more of a combination of equity securities, debt arrangements or collaborations. However, there can be no assurance that the Company will be successful in acquiring additional funding at levels sufficient to fund its operations or on terms favorable to the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies and estimates used in preparation of the unaudited condensed consolidated financial statements are described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2017, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K. Material changes to the significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 are reflected below. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and follow the requirements of the SEC for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments that are necessary for a fair statement of the Company’s financial information. The condensed consolidated balance sheet as of December 31, 2017 has been derived from audited financial statements as of that date but does not include all of the financial information required by U.S. GAAP for complete financial statements. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions have been eliminated. The Company acquired CareDx International AB, formerly Allenex AB, or Allenex, on April 14, 2016. Since the acquisition of Allenex through March 15, 2018, the Company owned less than 100% of the shares of Allenex and recorded a net loss attributable to noncontrolling interest in its condensed consolidated statements of operations equal to the percentage of the economic or ownership interest retained by the respective noncontrolling parties in such entities. On March 15, 2018, the Company acquired the remaining noncontrolling interest in Allenex and has not reported any noncontrolling interest balances since this date. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses in the unaudited condensed consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to (i) variable transaction price consideration related to contracts with customers, (ii) the determination of the accruals for clinical studies, (iii) the fair value of assets and liabilities acquired in business combinations, including contingent consideration, (iv) inventory valuation, (v) the valuation of common stock warrant liability, (vi) the fair value of embedded derivatives, (vii) measurement of stock-based compensation expense, (viii) the determination of the valuation allowance and estimated tax benefit associated with deferred tax assets and net deferred tax liability, (ix) any impairment of long-lived assets, including in-process technology and goodwill, and (x) legal contingencies. Actual results could differ from those estimates. Concentrations of Credit Risk and Other Risks and Uncertainties For the three months ended March 31, 2018 and 2017, approximately 42% and 28%, respectively, of total revenue was derived from Medicare. No other payers or customers represented more than 10% of total revenue for these periods At March 31, 2018 and December 31, 2017, approximately 19% and 16%, respectively, of accounts receivable was due from Medicare. No other payer or customer represented more than 10% of accounts receivable on either March 31, 2018 or December 31, 2017. Restricted Cash A restricted cash balance of $9.4 million was released and is no longer classified as restricted cash as of March 31, 2018, upon the full conversion of the debt obligation to JGB Collateral LLC and certain of its affiliates (“JGB”) (refer to Note 10). As a condition of the lease agreements for certain facilities and an agreement with the State of Florida Medicaid, the Company must maintain letters of credit, minimum collateral requirements and a surety bond. These agreements are collateralized by cash. The cash used to support these arrangements is classified as long-term restricted cash on the accompanying condensed consolidated balance sheets. Common Stock Warrant Liability and Derivative Liability Common Stock Warrant Liability On January 1, 2018, the Company adopted Accounting Standard Update (“ASU”) 2017-11, Accounting for Certain Financial Instruments with Down Round Features and Replacement of the Indefinite Deferral of Mandatorily Redeemable Financial Instruments of Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Derivative Liability The JGB Debt included certain embedded derivatives that required bifurcation, including settlement and penalty provisions. The combined embedded derivative was remeasured at each reporting period with changes recorded in change in estimated fair value of common stock warrant liability and derivative liability in the condensed consolidated statements of operations. As of March 27, 2018, the JGB Debt was fully converted to shares of the Company’s common stock. The change in the fair market value of the derivative liability through March 27, 2018 was recorded in change in estimated fair value of common stock warrant liability and derivative liability in the condensed consolidated statements of operations. Revenue The Company recognizes revenue from testing services, products, and license and other revenue in the amount that reflects the consideration which it expects to be entitled in exchange for goods or services as it transfers control to its customers. Revenue is recorded considering a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. Testing Revenue AlloMap and AlloSure patient tests are ordered by healthcare providers. The Company receives a test requisition form with payer information along with a collected patient blood sample. The Company considers the patient to be its customer and the test requisition form a contract. Testing services are performed in the Company’s laboratory. Testing services represent one performance obligation in a contract and are performed when results of the test are provided to the healthcare provider, at a point of time. The healthcare providers that order the tests and on whose behalf we provide our testing services are generally not responsible for the payment of these services. The first and second revenue recognition criteria are satisfied when the Company receives a test requisition form with payer information from the healthcare provider. Generally, the Company bills third-party payers upon delivery of an AlloMap or AlloSure test result to the healthcare provider. Amounts received may vary amongst payers based on coverage practices and policies of the payer. The Company has used the portfolio approach, a practical expedient under the new standard, to identify financial classes of payers. Transaction prices are determined for each financial class using history of reimbursements, including analysis of an average reimbursement per test and a percentage of tests reimbursed. The Company estimates revenue for non-contracted payers and self-payers using this methodology. The estimate requires significant judgment. Revenue recognized for Medicare and other contracted payers is based on the agreed current reimbursement rate per test, adjusted for historical collection trends where applicable. The Company monitors revenue estimates at each reporting period based on actual cash collections in order to assess whether a revision to the estimate is required. Changes in transaction price estimates are updated quarterly based on actual cash collected or changes made to contracted rates. Product Revenue Product revenue is recognized from the sale of products to end-users, distributors and strategic partners when all revenue recognition criteria are satisfied. The Company generally has a contract or a purchase order from a customer with the specified required terms of order including the number of products ordered. Transaction prices are determinable and products are delivered and risk of loss passed to the customer upon either shipping or delivery, as per the terms of the agreement. There are no further performance obligations related to a contract and revenue is recognized at the point of delivery consistent with the terms of the contract or purchase order. License and Other Revenue The Company generates revenue from license agreements. License agreements may include non-refundable upfront payments, partial or complete reimbursement of research and development costs, contingent payments based on the occurrence of specified events under the agreements, license fees and royalties on sales of products or product candidates if they are successfully commercialized. The Company’s performance obligations under the agreements may include the transfer of intellectual property rights in the form of licenses, obligations to provide research and development services and obligations to participate on certain development committees. The Company makes judgments to determine if performance obligations are distinct or should be combined and the transaction price allocated to each performance obligation, which affect the periods over which revenue is recognized. The Company periodically reviews its estimated periods of performance based on the progress under each arrangement and accounts for the impact of any change in estimated periods of performance on a prospective basis. The Company’s deferred revenue relates to one performance obligation which should be recognized over time. The Company might constrain a variable consideration such as milestones, if it is probable that a significant portion of revenue would be reversed. The Company did not recognize any revenue connected with milestones during the three months ended March 31, 2018 or 2017. Cost of Testing Cost of testing reflects the aggregate costs incurred in delivering the Company’s testing services. The components of cost of testing are materials and service costs, direct labor costs, stock-based compensation, equipment and infrastructure expenses associated with testing samples, shipping, logistics and specimen processing charges to collect and transport samples and allocated overhead including rent, information technology, equipment depreciation, utilities and royalties. Prior to adoption of the new revenue guidance, we recorded costs of testing associated with performing tests (except royalties) in the period when tests were performed without consideration if revenue was recognized in the same period. With the adoption of the new revenue standard on January 1, 2018, revenue and cost of testing for tests performed are recognized in the same period. Royalties for licensed technology, calculated as a percentage of test revenues, are recorded as license fees in cost of testing at the time the test revenues are recognized. Recent Accounting Pronouncements On January 1, 2018, the Company adopted the new revenue accounting standard Revenue from Contracts with Customers (Topic 606) The adoption of ASC 606 resulted in a one-time adjustment of $2.9 million to accounts receivable and retained earnings on January 1, 2018. The adjustment reflects the estimated payment to be received for tests where the result had been delivered at December 31, 2017, but associated revenue had not been recognized by December 31, 2017, because payment had not been received. The new standard did not impact the Company’s product revenue and license and other revenue nor did it impact contract assets or contract liabilities. The following table summarizes the impact of the ASC 606 adoption on accounts receivable as of March 31, 2018 (in thousands): Balance as Reported Balance without the adoption of ASC 606 Impact of Adoption of ASC 606 Balance Sheets Accounts Receivable $ 6,536 $ 3,546 $ 2,990 The following table summarizes the impact to the statement of operations in accordance with the new revenue standard requirements for the three months ended March 31, 2018 (in thousands): Balance As Reported Balance without the adoption of ASC 606 Revenue Impact of adoption of ASC 606 Statements of Operations Testing revenue $ 10,604 $ 10,592 $ 12 Product revenue 3,307 3,307 — License and other revenue 142 142 — $ 14,053 $ 14,041 $ 12 In February 2016, the FASB issued Accounting Standards Update, ASU, No. 2016-02, Leases (Topic 842), In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) . In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting In July 2017, the FASB issued ASU No. 2017-11, Accounting for Certain Financial Instruments with Down Round Features and Replacement of the Indefinite Deferral of Mandatorily Redeemable Financial Instruments of Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 3. NET LOSS PER SHARE Basic and diluted net loss per share have been computed by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration of common share equivalents as their effect would have been antidilutive. The following tables set forth the computation of the Company’s basic and diluted net loss per share (in thousands, except shares and per share data): Three Months Ended March 31, 2018 2017 Numerator: Net loss attributable to CareDx, Inc. used to compute basic and diluted net loss per share $ (8,969 ) $ (5,562 ) Denominator: Weighted-average shares used to compute basic and diluted net loss per share attributable to CareDx, Inc. 29,615,441 21,343,782 Net loss per share attributable to CareDx, Inc.: Basic and diluted $ (0.30 ) $ (0.26 ) The following potentially dilutive securities have been excluded from diluted net loss per share, because their effect would be antidilutive: March 31, 2018 2017 Shares of common stock subject to outstanding options 1,940,010 1,881,416 Shares of common stock subject to outstanding common stock warrants 3,633,565 4,509,926 Shares of common stock subject to convertible notes — 6,092,105 Shares of common stock subject to contingent consideration 227,845 227,845 Restricted stock units 441,804 440,910 Total common stock equivalents 6,243,224 13,152,202 On October 10, 2017, the Company completed an underwritten public offering (the “2017 Public Offering”), pursuant to which the Company issued and sold an aggregate of 4,992,840 shares. During 2017 and the three months ended March 31, 2018, 6,415,039 shares of common stock subject to convertible notes were issued due to the conversion of the JGB debt. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. FAIR VALUE MEASUREMENTS The Company records its financial assets and liabilities at fair value except for its debt, which is recorded at amortized cost. The carrying amounts of certain financial instruments of the Company, including cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: • Level 1: Inputs which include quoted prices in active markets for identical assets and liabilities. • Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table sets forth the Company’s financial assets and liabilities measured at fair value on a recurring basis, as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 Fair Value Measured Using (Level 1) (Level 2) (Level 3) Total Balance Assets Money market funds $ 17,494 $ — $ — $ 17,494 Liabilities Contingent consideration $ — $ — $ 1,816 $ 1,816 Common stock warrant liability — — 13,247 13,247 Derivative liability — — — — Total liabilities $ — $ — $ 15,063 $ 15,063 December 31, 2017 Fair Value Measured Using (Level 1) (Level 2) (Level 3) Total Balance Assets Money market funds $ 13,097 $ — $ — $ 13,097 Liabilities Contingent consideration $ — $ — $ 1,672 $ 1,672 Common stock warrant liability — — 18,712 18,712 Derivative liability — — 14,600 14,600 Total liabilities $ — $ — $ 34,984 $ 34,984 The following table presents the issuances, changes in fair value and reclassifications of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis (in thousands): (Level 3) Contingent Consideration Liability Common Derivative Liability Total Balance as of December 31, 2017 $ 1,672 $ 18,712 $ 14,600 $ 34,984 Exercise of warrants — (127 ) — (127 ) Conversion of JGB debt to common stock (Note 10) — — (12,066 ) (12,066 ) Reclassification to equity (Note 2) — (6,550 ) — (6,550 ) Change in estimated fair value 144 1,212 (2,534 ) (1,178 ) Balance as of March 31, 2018 $ 1,816 $ 13,247 $ — $ 15,063 The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers between Level 1, Level 2 and Level 3 categories during the periods presented. In determining fair value, the Company uses various valuation approaches within the fair value measurement framework. The valuation methodologies used for the Company’s instruments measured at fair value and their classification in the valuation hierarchy are summarized below: • Money market funds - Investments in money market funds are classified within Level 1. At March 31, 2018 and December 31, 2017, money market funds were included on the balance sheets in cash and cash equivalents. • Contingent consideration liability - As of March 31, 2018 and December 31, 2017, the Company had a contingent obligation to issue 227,845 shares of the Company’s common stock to the former owners of ImmuMetrix, Inc . , or IMX, in conjunction with its acquisition of IMX in June 2014. The issuance of shares will occur if the Company completes 2,500 commercial tests involving the measurement of dd-cfDNA in organ transplant recipients in the United States by June 10, 2020. The fair value of the contingent consideration is estimated using the closing market price of the common stock multiplied by management’s estimate of the probability of achievement of the contingency condition disclosed above, as of each period end. The probability of achievement of a contingency condition is a significant input in the Level 3 measurement and ranged from 80% to 100% in presented periods. The changes in the fair value of $0.1 million and $(0.2) million were recorded as a change in estimated fair value of contingent consideration within the operating expenses during the three months ended March 31, 2018 and 2017, respectively. Increases (decreases) in the estimation of the probability percentage result in a directionally similar impact to the fair value of the contingent consideration liability. • Common stock warrant liability – The Company utilizes a binomial-lattice pricing model (the Monte Carlo Simulation Model) that involves a market condition simulation to estimate the fair value of the warrants. The application of the Monte Carlo Simulation Model requires the use of a number of complex assumptions including the Company’s stock price, expected life of the warrants, stock price volatility determined from the Company’s historical stock prices and stock prices of peer companies in the diagnostics industry, and risk-free rates based on the implied yield currently available in the U.S. Treasury zero-coupon issues with a remaining term equal to the expected life of the warrants. Increases (decreases) in the assumptions discussed above result in a directionally similar impact to the fair value of the common stock warrant liability. • Derivative liability – The Company utilized the Monte Carlo Simulation Model to estimate the fair value of the compound derivative liability recorded in connection with the JGB Debt. The Monte Carlo Simulation Model used multiple input assumptions to simulate the likelihood that market conditions will be achieved through 100,000 random trials. These assumptions included the expected term of the embedded derivative, the volatility of the Company’s stock prices and its peers’ stock prices over such expected term, likelihood, timing, and amount of future equity financing rounds, the likelihood of any prepayment or default events, the likelihood of monthly redemptions by the JGB Debt holders, and the likelihood and ability of JGB to convert the debt into equity. In each iteration of the simulations these assumptions were used to simulate the Company’s stock price drawing from a risk neutral distribution, the occurrence of a conversion event, the occurrence of a prepayment event, the occurrence of a default event, and any resulting payoff from such event. The average present value over all iterations of the simulation was then calculated. Increases (decreases) in the assumptions discussed above result in a directionally similar impact to the fair value of the derivative liability. The assumptions used in this simulation model were reviewed on a quarterly basis and adjusted, as needed. For the three months ended March 31, 2017 and from January 1, 2018 to March 27, 2018, the Company recorded the changes in fair value of the derivative liability of $0.8 million income and of $2.5 million income, respectively, in the change in estimated value of common stock warrant liability and derivative liability in its condensed consolidated statements of operations. The derivative liability was re-measured and fully extinguished upon the final JGB Debt conversion on March 27, 2018 (see Note 10). Common Stock Warrant Liability and Derivative Liability Valuation Assumptions March 31, 2018 December 31, 2017 Private Placement Common Stock Warrant Liability Stock Price $ 7.97 $ 7.34 Exercise Price $ 1.12 $ 1.12 Remaining term (in years) 5.04 5.29 Volatility 68.00 % 66.00 % Risk-free interest rate 2.53 % 2.21 % Subsequent Financing Common Stock Warrant Liability Stock Price $ 7.97 $ 7.34 Exercise Price $ 4.00 $ 4.00 Remaining term (in years) 5.21 5.46 Volatility 67.00 % 65.00 % Risk-free interest rate 2.54 % 2.21 % Placement Agent Common Stock Warrant Liability Stock Price $ 7.97 $ 7.34 Exercise Price $ 1.12 $ 1.12 Remaining term (in years) 3.04 3.29 Volatility 84.00 % 82.00 % Risk-free interest rate 2.37 % 1.99 % JGB Common Stock Warrant Liability Stock Price — $ 7.34 Exercise Price — $ 4.67 Remaining term (in years) — 4.71 Volatility — % 69.00 % Risk-free interest rate — % 1.89 % Derivative Liability (final re-measurement at March 27, 2018) Stock Price $ 7.79 $ 7.34 Remaining term (in years) 0.04 2.16 Volatility 45.00 % 69.00 % Risk-free interest rate 1.70 % 2.14 % The Company has determined that debt at similar interest rates and terms to its current debt is not currently available to the Company and therefore the Company is unable to calculate the fair value of its debt at March 31, 2018. |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combination | 5. BUSINESS COMBINATION Acquisition of Allenex On April 14, 2016, the Company acquired 98.3% of the outstanding common stock of Allenex, a transplant diagnostic company based in Stockholm, Sweden that developed, manufactured, and sold products that help match donor organs with potential recipients prior to transplantation. Allenex had a presence and direct distribution channels in the United States and Europe, with additional third party distributors in Europe and other markets around the world. Under the terms of the Conditional Share Purchase Agreements entered into on December 16, 2015, as amended, and the tender offer prospectus dated March 7, 2016, and as a result of the tender offer, the aggregate purchase consideration paid by the Company was approximately $34.1 million and consisted of (i) $26.9 million of cash, of which $5.7 million (which represents SEK 50,620,000 as of the acquisition date) was deferred purchase consideration originally payable to Midroc Invest AB, FastPartner AB and Xenella Holding AB, the former majority shareholders of Allenex (the “Former Majority Shareholders”) by no later than March 31, 2017, subject to certain contingencies being met, and (ii) the issuance of 1,375,029 shares of the Company’s common stock valued at $7.2 million. Of the total cash consideration, $8.0 million of cash payable to the Former Majority Shareholders was deposited into an escrow account by the Company and subsequently invested in the Company by the Former Majority Shareholders through a purchase of the Company’s equity securities in a private placement. On June 8, 2016, the Company delisted Allenex’s common stock from Nasdaq Stockholm. The date by which the deferred purchase consideration was due to the Former Majority Shareholders was subsequently extended to July 1, 2017. In addition, interest began accruing on the Company’s obligations to the Former Majority Shareholders (the “Deferred Obligation”) at a rate of 10.0% per year commencing on January 1, 2017. On July 1, 2017, the Deferred Obligation totaled $6.3 million. On July 1, 2017, the Conditional Share Purchase Agreements were amended The Company has accounted for the Allenex transaction as a business combination in exchange for total consideration of approximately $34.1 million. Under business combination accounting, the total purchase price was allocated to Allenex’s net tangible and identifiable intangible assets based on their estimated fair values as of April 14, 2016. The fair value of the remaining 1.7% of noncontrolling interest in Allenex was purchased on March 15, 2018. The fair value of the noncontrolling interest was determined based on the number of outstanding shares comprising the noncontrolling interest and Allenex’s stock price of SEK 2.48 per share as of the acquisition date. The noncontrolling interest was presented as a component of stockholders’ equity on the Company’s condensed consolidated balance sheets at December 31, 2017. Acquisition of assets of Conexio Genomics Pty. Ltd On January 20, 2017, the Company acquired the business assets of Conexio Genomics Pty. Ltd (“Conexio”). Prior to the acquisition, the Company was the exclusive distributor of the Conexio SBT TM The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Inventory $ 1,040 Property, plant and equipment 97 Intangible assets 155 Goodwill 85 Assumed liabilities (82 ) Total acquisition consideration $ 1,295 The following table presents details of the identified intangible assets acquired at the acquisition date (in thousands): Estimated Fair Value Estimated Useful Life (Years) Completed technology $ 127 9 Customer relationships 28 9 Total $ 155 Goodwill recorded from the acquisition of the Conexio business assets is primarily related to expected synergies. The goodwill resulting from the acquisition is not deductible for tax purposes. The post-acquisition results of operations of the Conexio business assets for the period from January 20, 2017 are included in the Company’s consolidated statements of operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill is recorded when the purchase price of an acquisition exceeds the fair value of the net tangible and identified intangible assets acquired. The Company reported $12.0 million of goodwill on the condensed consolidated balance sheet recorded in the Post-Transplant reporting unit as of March 31, 2018 and December 31, 2017. Goodwill is tested annually for impairment at the reporting unit level during the fourth quarter or earlier upon the occurrence of certain events or substantive changes in circumstances. On January 1, 2017, the Company adopted ASU 2017-04, which eliminated the Step 2 requirement of the goodwill impairment test. Instead, the goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. The Company determined that the decrease in its market capitalization in the first quarter of 2017 constituted an indicator of impairment and therefore a goodwill impairment test was completed as of March 31, 2017. The goodwill impairment test determined that the fair value of the Pre-Transplant reporting unit was $3.5 million, which was lower than its carrying value. Accordingly, the Company recorded a goodwill impairment charge of $2.0 million as of March 31, 2017, which represented the remaining goodwill balance in the Pre-Transplant reporting unit. The significant assumptions utilized in the March 31, 2017 discounted cash flow analysis for the Pre-Transplant reporting unit were a discount rate of 16.6%, a terminal growth rate of 3.2% and a capitalization multiple of 7.48. There were no indicators of impairment in the three months ended March 31, 2018. Intangible Assets The following tables present details of the Company’s intangible assets as of March 31, 2018 (in thousands): March 31, 2018 Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Net Carrying Amount Remaining Useful (In Customer relationships: Allenex $ 12,650 $ (1,609 ) $ (411 ) $ 10,630 12.8 Customer relationships: Conexio 28 (4 ) — 24 7.8 Developed technology: Olerup SSP 11,650 (2,244 ) (392 ) 9,014 7.8 Acquired technology: Olerup QTYPE 4,510 (454 ) (143 ) 3,913 12.8 Acquired technology: Olerup SBT 127 (18 ) 3 112 7.8 Acquired technology: dd-cfDNA 6,650 (253 ) — 6,397 12.6 Trademarks 2,260 (348 ) (13 ) 1,899 12.8 Total intangible assets $ 37,875 $ (4,930 ) $ (956 ) $ 31,989 The following tables present details of the Company’s intangible assets as of December 31, 2017 (in thousands): December 31, 2017 Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Net Amount Remaining Useful (In Customer relationships: Allenex $ 12,650 $ (1,394 ) $ (250 ) $ 11,006 13.0 Customer relationships: Conexio 28 (3 ) 1 26 8.1 Developed technology: Olerup SSP 11,650 (1,942 ) (258 ) 9,450 8.0 Acquired technology: Olerup QTYPE 4,510 (376 ) (84 ) 4,050 13.0 Acquired technology: Olerup SBT 127 (14 ) 5 118 8.1 Acquired technology: dd-cfDNA 6,650 (127 ) — 6,523 12.9 Trademarks 2,260 (310 ) 16 1,966 13.0 Total intangible assets $ 37,875 $ (4,166 ) $ (570 ) $ 33,139 Amortization expense was $0.6 million and $0.6 million for the three months ended March 31, 2018 and 2017, respectively. For the three months ended March 31, 2018, expenses of $0.4 million and $0.2 million were amortized to cost of product and sales and marketing expense, respectively. For the three months ended March 31, 2017, expenses of $0.4 million and $0.2 million were amortized to cost of product and sales and marketing expense, respectively. The following table summarizes the Company’s estimated future amortization expense of intangible assets as of March 31, 2018 (in thousands): Years Ending December 31, Cost of Product Sales and Marketing Total Remainder of 2018 $ 1,495 $ 739 $ 2,234 2019 1,993 986 2,979 2020 1,993 986 2,979 2021 1,993 986 2,979 2022 1,993 986 2,979 2023 1,993 986 2,979 Thereafter 7,975 6,885 14,860 Total future amortization expense $ 19,435 $ 12,554 $ 31,989 |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Components | 7. BALANCE SHEET COMPONENTS Inventory Inventory consisted of the following (in thousands): March 31, 2018 December 31, 2017 Finished goods $ 2,348 $ 2,569 Work in progress 1,428 1,471 Raw materials 1,235 1,489 Total inventory $ 5,011 $ 5,529 Accrued and other liabilities Accrued and other liabilities consisted of the following (in thousands): March 31, 2018 December 2017 Clinical studies $ 1,466 $ 1,115 Professional fees 956 475 Deferred rent – current portion 419 419 Accrued interest payable 26 81 Accrued overpayments and refunds 268 270 Capital leases – current portion 75 13 Uninvoiced receipts 57 253 Software implementation costs 48 94 Test sample processing fees 608 633 Other accrued expenses 469 382 Total accrued and other liabilities $ 4,392 $ 3,735 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. COMMITMENTS AND CONTINGENCIES Leases The Company leases its operating and office facilities for various terms under long-term, non-cancelable operating lease agreements in Brisbane, California; West Chester, Pennsylvania; Fremantle, Australia; and Stockholm, Sweden. The lease for the Company’s facility in Vienna, Austria is on a month-to-month basis. The leases expire at various dates through 2020. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. Rent expense under the non-cancelable operating leases was $0.4 million and $0.4 million for the three months ended March 31, 2018 and 2017, respectively. Future minimum lease commitments under these operating and capital leases on March 31, 2018, are as follows (in thousands): Years Ending December 31, Capital Leases Operating Leases Remainder of 2018 $ 74 $ 1,657 2019 84 2,135 2020 79 2,090 2021 7 11 2022 — 8 Total future minimum lease payments $ 244 $ 5,901 The current portion of obligations under capital leases is included in accrued and other liabilities on the balance sheets. The long-term portion is included in other liabilities on the balance sheets. Royalty Commitments Roche Molecular Systems, Inc. (“Roche”) In November 2004, the Company entered into a license agreement with Roche pursuant to which Roche granted the Company the right to use certain Roche technology relating to PCR, and quantitative real-time PCR in clinical laboratory services, including in connection with AlloMap. This is a non-exclusive license agreement in the United States covering claims in multiple Roche patents. Under the license agreement, the Company incurred royalty expenses as a percentage of combination services revenue and classifies those expenses as a component of cost of testing in the condensed consolidated statements of operations. Royalty expenses in connection with the Roche agreement were $0.3 million for the three months ended March 31, 2017. Effective September 30, 2017, no future royalties are payable by the Company under the Roche agreement. The Board of Trustees of the Leland Stanford Junior University (“Stanford”) In June 2014, the Company entered into a license agreement with Stanford, or the Stanford License, which granted the Company an exclusive license to a patent relating to the diagnosis of rejection in organ transplant recipients using dd-cfDNA. Under the terms of the Stanford License, the Company is required to pay an annual license maintenance fee, six milestone payment amounts and royalties in the low single digits of net sales of products incorporating the licensed technology. The license maintenance fee may be offset against earned royalty payments due on net sales in that year. Commercial sales of AlloSure, which incorporates the licensed technology from Stanford, began in October 2017. In the three months ended March 31, 2018, the Company paid royalties of $0.1 million to Stanford. Conexio On January 20, 2017, the Company acquired the business assets of Conexio, which included machinery, facilities leases, know-how and the opportunity to retain key Conexio employees to continue producing and selling the SBT line of products. The Company makes quarterly payments to Conexio of 20% of the gross revenue from the sale of the SBT products using the purchased assets up to an aggregate total of $0.7 million. During the three months ended March 31, 2018 and March 31, 2017, respectively, the Company paid less than $0.1 million and nil, respectively. Litigation On April 25, 2016, Oberland filed a breach of contract claim against the Company in the Supreme Court of the State of New York, County of New York (the “Complaint”). Oberland alleged, among other things, that the Company breached certain provisions of the amended and restated commitment letter and the restated fee letter that it entered into with Oberland on February 8, 2016. Effective as of March 2, 2017, the Company and Oberland settled the matters covered by the Complaint and the Company’s answer (the “Settlement”). Pursuant to the Settlement, the Company paid Oberland $0.6 million in March 2017 and each party agreed to release all claims asserted in the Complaint and the Company’s answer to the Complaint. From time to time, the Company may become involved in litigation and other legal actions. The Company estimates the range of liability related to any pending litigation where the amount and range of loss can be estimated. The Company records its best estimate of a loss when the loss is considered probable. Where a liability is probable and there is a range of estimated loss with no best estimate in the range, the Company records a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that a liability had been incurred at the date of the financial statements and (ii) the range of loss can be reasonably estimated. In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for indemnification for certain liabilities. The exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. The Company also has indemnification obligations to its directors and executive officers for specified events or occurrences, subject to some limits, while they are serving at the Company’s request in such capacities. There have been no claims to date and the Company believes the fair value of these indemnification agreements is minimal. Accordingly, the Company has not recorded any liabilities for these agreements as of March 31, 2018 and as of December 31, 2017. |
License and Other Revenue
License and Other Revenue | 3 Months Ended |
Mar. 31, 2018 | |
Revenues [Abstract] | |
License and Other Revenue | 9. LICENSE AND OTHER REVENUE Diaxonhit In June 2013, the Company entered into an exclusive Distribution and Licensing Agreement with Diaxonhit, SA (“Diaxonhit”) a French public company, whereby Diaxonhit agreed to have the AlloMap test performed in a European laboratory and commercialize the test in the European Economic Area (“EEA”). The agreement will expire at the later of the last-to-expire patent in the EEA or ten years from the first commercial sale of the test in the EEA, which occurred in 2014. Consideration under the agreement included an upfront cash payment of approximately €387,500 ($408,000) that is designated to offset royalties earned by the Company. The Company is entitled to receive royalties from Diaxonhit as a percentage of net sales, as defined in the agreement, of AlloMap tests in the mid to high teens. Upon confirmation that the CE mark was in place, the Company also received an equity payment of Diaxonhit common stock with a value of €387,500 ($476,000). The Company sold the shares of common stock in July 2013 for total consideration of $467,000. The CE mark is a mandatory conformity marking for certain products sold within the EEA. Other performance obligations for which the Company may recognize revenue includes agreed-upon per unit pricing for the supply of AlloMap products, and additional royalties that are payable upon the achievement of various sales milestones by Diaxonhit. Commercial sales of the AlloMap test began in the EEA in June 2014. Total revenues and royalties recognized from this arrangement for the three months ended March 31, 2018 and 2017 were $10,000 and zero, respectively. CardioDx, Inc. In 2005, the Company entered into a services agreement with what at the time was a related party, CardioDx, Inc. (“CDX”), whereby the Company provided CDX with biological samples and related data and performed laboratory services on behalf of CDX. Each company granted the other a worldwide license to certain of its intellectual property rights. Pursuant to this agreement, CDX pays royalties to the Company in an amount equal to a low single-digit percentage of the cash collected from sales of CDX licensed products. The royalty obligation to the Company continues until 2019. The Company recognizes royalty revenues when payments are received as it was assessed that collection was not able to be estimated. Royalty revenues for each of the three months ended March 31, 2018 and 2017, were $0.1 million and zero, respectively. Royalty revenues are included in license revenue on the condensed consolidated statements of operations. The Company had no receivable balance from CDX as of March 31, 2018 and December 31, 2017. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Transfers And Servicing [Abstract] | |
Debt | 10. DEBT Debt consisted of the following (in thousands): March 31, 2018 December JGB Debt $ — $ 7,743 Danske Bank Credit Facility 461 6,763 SSP Primers Loan — 1,215 Current portion of long-term debt $ 461 $ 15,721 JGB Debt $ — $ 14,168 Danske Bank Term Loan 5,622 — FastPartner Subordinated Promissory Notes 2,363 2,400 Al Amoudi Subordinated Promissory Notes 1,744 1,770 Long-term debt, net of current portion $ 9,729 $ 18,338 Unamortized debt discount and issuance costs as of March 31, 2018 and December 31, 2017 were zero and $4.6 million, respectively. Total interest accrued on debt as of March 31, 2018 and December 31, 2017 was $0.3 million and $0.3 million, respectively. The long-term accrued interest balance on March 31, 2018 was $0.3 million, and was recorded in other liabilities in the condensed consolidated balance sheets. The current accrued interest balance of $0.1 million and long-term accrued interest balance of $0.2 million as of December 31, 2017, were recorded in accrued and other liabilities and in other liabilities long-term, respectively, in the condensed consolidated balance sheets. As of March 31, 2018, future debt maturities were as follows (in thousands): Years Ending December 31, Amount Remainder of 2018 $ 6,083 2019 4,107 Total debt maturities 10,190 Less: current portion of long-term debt (461 ) Long-term debt, net carrying value $ 9,729 On April 17, 2018, the Company entered into a credit agreement with Perceptive (refer to Note 17) for an initial term loan of $15.0 million. Proceeds from the Perceptive existing outstanding debt. As of March 31, 2018, the Company classified all outstanding debt, except the Danske Credit Facility of $0.5 million, as non-current in its condensed consolidated balance sheets in accordance with the debt classification guidance related to subsequent refinancing arrangements. JGB Debt On March 15, 2017, the Company entered into a Securities Purchase Agreement with JGB pursuant to which the Company issued to JGB the JGB debenture (the “Debentures”) with an aggregate principal amount of $27.8 million and warrants to purchase shares of the Company’s common stock (the “JGB Warrants”) for net proceeds of $24.0 million (the “Financing”). The Company used $11.2 million of the net proceeds from the Financing to repay its existing indebtedness under the Loan Agreement with East West Bank and was required to maintain restricted cash of $9.4 million. Under the Securities Purchase Agreement, the Debentures would have matured on February 28, 2020, accrued interest at 9.5% per year and were convertible into an aggregate of approximately 6,092,105 shares of the Company’s common stock at a price of $4.56 per share (the “Conversion Price”), subject to adjustment for accrued and unpaid interest and upon the occurrence of certain transactions, at the holder’s option. Additionally, after September 1, 2017, upon the satisfaction of certain conditions, including the volume weighted average price of the Company’s common stock exceeding 250% of the Conversion Price for twenty consecutive trading days, the Company could have required that the Debentures be converted into shares of the Company’s common stock, subject to certain limitations. Commencing on March 1, 2018, each of the holders of the Debentures had the right, at its option, to require the Company to redeem up to $937,500 of the outstanding principal amount of its Debenture per month. The Company was required to promptly, but in any event no more than one trading day after the holder delivers a redemption notice to the Company, pay the applicable redemption amount in cash or, at the Company’s election and subject to certain conditions, in shares of the Company’s common stock. If the Company elected to pay the redemption amount in shares of the Company’s common stock, then the shares would have been delivered based on a price equal to the lowest of (a) 88% of the average of the three lowest volume weighted average prices of the Company’s common stock over the prior 20 trading days, (b) 88% of the prior trading day’s volume weighted average price, or (c) the Conversion Price. After either a change of control transaction, as defined in the Debentures, or February 28, 2018, subject to the satisfaction of certain conditions, the Company could have redeemed all of the then outstanding principal amount of the Debentures for cash by paying the outstanding principal balance, accrued and unpaid interest, and a payment premium. The payment premium would have been calculated by multiplying the outstanding balance and the following percentage: (i) 15% if the Debentures were prepaid on or prior to March 1, 2018, (ii) 8% if the Debentures were prepaid after March 1, 2018 but prior to March 1, 2019, and (iii) 5% if the Debentures were prepaid on or after March 1, 2019. The Company’s obligations under the Debentures could have been accelerated upon the occurrence of certain events of default as specified in the agreement. In the event of default and acceleration of the Company’s obligations, the Company would have been required to pay (i) 115% of all amounts of principal and interest then outstanding under the Debentures in cash if the Debentures were accelerated prior to March 1, 2018, (ii) 108% of all amounts of principal and interest then outstanding under the Debentures in cash if the Debentures were accelerated after March 1, 2018, but prior to March 1, 2019, and (iii) 105% of all amounts of principal and interest then outstanding under the Debentures in cash if the Debentures were accelerated after March 1, 2019. The Company’s obligations under the Debentures were secured under a Security Agreement by a senior lien on all of the Company’s assets, other than its interest in CareDx International AB (formerly known as Allenex AB), which was subject to a negative pledge prohibiting the incurrence of additional or replacement debt. The Debentures contained customary affirmative and restrictive covenants and representations and warranties, including financial reporting obligations, a restriction on the Company’s ability to pay cash dividends on its common stock and limitations on indebtedness, liens, investments, distributions, transfers, corporate changes, deposit accounts and subsidiaries. The Company was also required to maintain a minimum cash amount at all times, achieve commercialization of AlloSure by a certain date and achieve certain gross profit targets for sales of its AlloMap product. In connection with the Financing, on March 15, 2017, the Company and the Purchasers entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which, among other things, the Company agreed to prepare and file one or more registration statements with the SEC for the purpose of registering for resale any shares of Common Stock that may be issued by the Company upon the conversion or redemption of the Debentures or the exercise of the JGB Warrants. The Debentures included certain embedded derivatives that required bifurcation, including settlement and penalty provisions. The compound embedded derivatives were remeasured at each reporting period and the change in fair value was recognized in the consolidated statements of operations. See also Note 4, “Fair Value Measurements”. The following table summarizes the Company’s carrying value of the JGB debt (in thousands) on the March 15, 2017 issuance date: March 15, 2017 Debt principal $ 27,780 Less: Issuance cost (998 ) Original issue discount (2,780 ) Original warrant valuation (900 ) Embedded Derivative Liability (2,290 ) Total debt discount (6,968 ) Carrying Value $ 20,812 As a result of the issuance of 1,022,544 shares of the Company’s common stock issued at a price per share equal to $1.12 pursuant to the amendments to the Conditional Share Purchase Agreements, the conversion price of the Debentures decreased from $4.56 per share to $4.40 per share, effective July 3, 2017. As a result of the 2017 Public Offering in accordance with the anti-dilution provisions in the Debentures, effective October 5, 2017, the conversion price of the Debentures decreased from $4.40 to $4.34 per share. On October 5, 2017, JGB elected to convert $1.25 million of outstanding principal under the Debentures into shares of common stock. Accordingly, the Company issued 288,022 shares of common stock to JGB at a price per share of $4.34. As a result of the sale of the 651,240 shares of common stock pursuant to the underwriters’ full exercise of their option to purchase additional shares in accordance with the anti-dilution provisions in the Debentures, effective October 10, 2017, the conversion price of the Debentures were decreased from $4.34 per share to $4.33 per share. As of December 31, 2017, the JGB debt had an outstanding principal balance of $26.5 million. On March 1, 2018, the Company notified JGB of its intent to prepay on April 13, 2018 in full the outstanding principal and interest under the Debentures. Pursuant to the terms of the Debentures, on April 13, 2018, the Company would have been obligated to pay the full amount of the outstanding principal balance of the Debentures, plus accrued and unpaid interest thereon and a prepayment premium equal to 8% of the outstanding principal balance in cash. In February and March 31, 2018, JGB converted the remaining $26.7 million of principal and accrued interest of the JGB debt into an aggregate of 6,161,331 shares of the Company’s common stock. In connection with these conversions in the three months ended March 31, 2018, the Company recognized $6,000 to common stock and $38.8 million to additional paid in capital; the unamortized debt discount of $2.7 million was extinguished; and the compound derivative liability of $12.1 million was also extinguished. The JGB Debt conversion resulted in a $2.8 million loss on debt extinguishment that was included in other expense, net in the condensed consolidated statements of operations. Danske Bank Term Loan and Credit Facility On June 25, 2013, Allenex entered into a term loan facility (the “Term Loan Facility”) with Danske in an aggregate principal amount of up to SEK 71,000,000 (approximately $8.8 million). The Term Loan Facility was available for utilization in advances of a minimum of SEK 5,000,000 (approximately $0.6 million) and if more, integral multiples of SEK 1,000,000 (approximately $0.1 million). The interest rate applicable to each advance was the percentage rate per annum calculated as the aggregate of (i) Stockholm Interbank Offered Rate (“STIBOR”) (as defined in the Term Loan Facility) and (ii) the Margin (as described in the Term Loan Facility) at 3% conditional on the fulfillment of certain criteria. In March 2015, Allenex entered into a first amendment to the Term Loan Facility, pursuant to which additional loans were granted. In August 2015, Allenex entered into a second amendment to the Term Loan Facility, pursuant to which the term of the Term Loan Facility was extended. In December 2015, Allenex entered into a waiver and amendment agreement relating to the Term Loan Facility, pursuant to which the change of control provision was waived and amended. In March 2016, Allenex entered into another amendment to the Term Loan Facility, which modified the repayment schedule for advances under the Term Loan Facility. Under this Term Loan Facility, SEK 47,000,000 (approximately $5.6 million) was outstanding as of March 31, 2018 and was due on June 30, 2018. This was classified as a current debt as of March 31, 2018. On June 18, 2015, Allenex also entered into a short term credit facility (“Credit Facility”) with Danske with total available credit of SEK 8,000,000 (approximately $1.0 million). As of August 4, 2016, the available credit under the Credit Facility with Danske was increased to SEK 10,000,000 (approximately $1.2 million). As of March 31, 2018, the total outstanding balance due to Danske under the Credit Facility was approximately SEK 3,850,000 (approximately $0.5 million), and was due on June 30, 2018. A quarterly debt covenant in the Term Loan Facility with Danske was violated on March 31, 2017, June 30, 2017, and September 30, 2017. The Company obtained a waiver for these violations. The waiver was conditional upon, among other things, the Company making a principal repayment of SEK 6,000,000 (approximately $0.7 million) by October 31, 2017. This amount was paid on October 31, 2017. The Company was not in compliance with certain debt covenants as of December 31, 2017 or March 31, 2018. Refer to Note 17 for details regarding the Company’s repayment of the Danske Term Loan and Credit Facility using the proceeds from the Perceptive loan on April 17, 2018. FastPartner Subordinated Promissory Notes On June 28, 2013, Allenex issued a SEK 9,400,000 (approximately $1.1 million) subordinated promissory note to FastPartner, which had an interest rate of 10.00%. On December 29, 2015, Allenex issued a SEK 2,000,000 (approximately $0.2 million) subordinated promissory note to FastPartner, which had an annual interest rate of 10.00%. On March 7, 2016, Allenex issued a SEK 4,000,000 (approximately $0.5 million) subordinated promissory note to FastPartner, which had an annual interest rate of 10.00%. Pursuant to an intercreditor agreement, until the Term Loan Facility with Danske is repaid, FastPartner may not demand or receive payment of its subordinated promissory note, or foreclose on any collateral securing Allenex’s obligations under the subordinated promissory note, without Danske’s prior written consent. Allenex’s obligations under the promissory note are secured by a pledge of Allenex shares to FastPartner. The full amount of the subordinated promissory note was due July 1, 2017. On July 1, 2017, the Company entered into a note agreement with FastPartner (the “FastPartner Note Agreement”) pursuant to which, among other things, Allenex and FastPartner agreed that all amounts owed under the above subordinated promissory notes would be governed by the FastPartner Note Agreement and to defer repayment of the principal outstanding amount of SEK 15,400,000 (approximately $1.9 million) plus accrued interest of $0.5 million until March 31, 2019. I nterest began accruing on such amount at a rate of 10% per annum, and in the event the Company makes any cash amortization repayments to JGB of the JGB debt, or any replacement debt, Allenex will repay in cash a portion of the amount outstanding under the FastPartner Note Agreement equal to 8% of any such cash amortization repayment. As of each of March 31, 2018 and December 31, 2017, the principal outstanding amount remained at SEK 19,757,000 (approximately $2.4 million). Refer to Note 17 for details regarding the Company’s repayment of the FastPartner Note Agreement using proceeds from the Perceptive loan on April 17, 2018. Mohammed Al Amoudi Subordinated Promissory Note On June 28, 2013, Allenex issued a SEK 10,600,000 (approximately $1.2 million) subordinated promissory note to Mohammed Al Amoudi, which provides for an annual interest rate of 10.00%. Pursuant to an intercreditor agreement, until the Term Loan Facility with Danske is repaid, Mohammed Al Amoudi may not demand or receive payment of his subordinated promissory note, or foreclose on any collateral securing Allenex’s obligations under the subordinated promissory note, without Danske’s prior written consent. Allenex’s obligations under the promissory note are secured by a pledge of Allenex shares to Mohammed Al Amoudi. The full amount of the subordinated promissory note was due July 1, 2017. On July 1, 2017, the Company entered into a note agreement with Mohammed Al Amoudi (the “Al Amoudi Note Agreement”) pursuant to which, among other things, Allenex and Mohammed Al Amoudi agreed to defer repayment of the principal outstanding amount of SEK 10,600,000 (approximately $1.3 million) plus accrued interest of $0.5 million until March 31, 2019. nterest began accruing on such amount at a rate of 10% per annum, and in the event the Company makes any cash amortization repayments to JGB of the JGB debt, or any replacement debt, Allenex will repay in cash a portion of the amount outstanding under the Al Amoudi Note Agreement equal to 6% of any such cash amortization repayment. As of each of March 31, 2018 and December 31, 2017, the principal outstanding amount remained at SEK 14,575,000 (approximately $1.7 million). Refer to Note 17 for details regarding the Company’s repayment of the Al Amoudi Note Agreement using proceeds from the Perceptive loan on April 17, 2018. Loan Agreement with SSP Primers Aktieboulag On February 25, 2015, Allenex entered into a SEK 14,000,000 (approximately $1.7 million) loan agreement with SSP Primers Aktieboulag, pursuant to which SEK 4,000,000 (approximately $0.5 million) was paid on March 7, 2016. The loan amount outstanding as of December 31, 2017 was SEK 10,000,000 (approximately $1.2 million) plus accrued interest of SEK 650,000 (approximately $0.1 million) and was fully paid on February 26, 2018. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 11. STOCKHOLDERS’ EQUITY 2017 Public Offering On October 10, 2017, the Company sold in the 2017 Public Offering an aggregate of 4,992,840 shares of its common stock, including 651,240 shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares to cover over-allotments, at a public offering price of $4.00 per share. Net proceeds from the 2017 Public Offering were $18.3 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. JGB Debt On October 5, 2017, JGB converted $1.25 million of outstanding principal under the Debentures into shares of common stock. Accordingly, the Company issued 288,022 shares of common stock to JGB at a price per share of $4.34. In the three months ended March 31, 2018, JGB converted the remaining $26.7 million of outstanding principal and accrued interest for a total issuance of 6,161,331 shares of the Company’s common stock at a price per share of $4.33. |
401(K) Plan
401(K) Plan | 3 Months Ended |
Mar. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
401(K) Plan | 12. 401(K) PLAN The Company sponsors a 401(k) defined contribution plan covering all U.S. employees under the Internal Revenue Code. Employee contributions are voluntary and are determined on an individual basis subject to the maximum allowable under federal tax regulations. On January 1, 2018, the Company began to make contributions to the employee plan. For the three months ended March 31, 2018, the Company incurred an expense of $0.1 million related to contributions into the plan. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2018 | |
Warrants [Abstract] | |
Warrants | 13. WARRANTS Private Placement, Placement Agent and Subsequent Financing Warrants The Company issues common stock warrants in connection with debt or equity financing to a lender, a placement agent or an investor. On January 1, 2018, the Company adopted new accounting guidance (refer to Note 2) and reclassified the warrants to purchase 1,338,326 shares of common stock issued to JGB from liability to equity at the fair value of $6.6 million. The re-measurement income for the three months ended March 31, 2017 of $0.4 million was recorded in change in estimated fair value of common stock warrant liability and derivative liability on the Company’s condensed consolidated statement of operations. In the three months ended March 31, 2018, warrants to purchase 23,000 shares of common stock were exercised for a cash payment of less than $0.1 million. The warrant liability was re-measured prior to the exercise and a change in fair value of $0.1 million was recorded in the condensed consolidated statement of operations. As of March 31, 2018, outstanding warrants to purchase common stock were: Classified as Original Term Exercise Price Number of Shares Underlying Warrants Original issue date: August 2009 Equity 10 years $ 21.78 33,473 July 2010 Equity 9 years $ 21.78 6,694 August 2012 Equity 7 years $ 21.78 167,182 January 2015 Equity 5 years $ 6.96 34,483 April 2016 (a) Liability 7 years $ 1.12 904,800 April 2016 (b) Liability 5 years $ 1.12 146,100 June 2016 (c) Liability 7 years $ 4.00 1,002,507 March 2017 (d) Equity 5 years $ 4.67 1,338,326 3,633,565 (a) Issued on April 14, 2016 in connection with the private placement to certain accredited investors. In accordance with the anti-dilution provisions, the exercise price of the warrants issued in connection with such private placement was adjusted from $4.98 to $4.00, which was the price paid by investors in the Company’s underwritten public offering of common stock, which closed on September 26, 2016. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreement, the exercise price was adjusted from $4.00 to $1.12, effective July 3, 2017. (b) Issued on April 14, 2016 in connection with the private placement to placement agents. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreement, the exercise price was adjusted from $3.99 to $1.12, effective July 3, 2017. (c) Issued on June 15, 2016 in connection with a subsequent private placement. In accordance with the anti-dilution provisions, the exercise price of the warrants issued in connection with the subsequent private placement was adjusted from $4.98 per share to $4.00 per share, which was the price paid by investors in the Company’s underwritten public offering of common stock, which closed on September 26, 2016. The exercise price remained at $4.00 as the anti-dilution provision was waived for the issuance of shares related to the July 3, 2017 amendment to the Conditional Share Purchase Agreements. (d) Issued on March 15, 2017 in connection with the JGB Debt. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreement, the number of shares issuable pursuant to the JGB Warrants increased from 1,250,000 to 1,296,679 and the exercise price of the JGB Warrants was adjusted from $5.00 to $4.82, effective July 3, 2017. As a result of the 2017 Public Offering, effective October 5, 2017, the aggregate number of shares of common stock issuable upon exercise of the JGB Warrants increased from 1,296,679 to 1,338,326 shares and the exercise price of the JGB Warrants decreased from $4.82 to $4.67 per share. |
Stock Incentive Plans
Stock Incentive Plans | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Incentive Plans | 14. STOCK INCENTIVE PLANS Stock Options and Restricted Stock Units The following table summarizes option and unvested RSU activity under the Company’s 2014 Equity Incentive Plan and 2016 Inducement Plan and related information: Shares Available for Grant Stock Options Outstanding Weighted- Average Exercise Price Number of RSU Shares Weighted- Average Grant Date Fair Value Balance—December 31, 2017 156,429 1,941,473 $ 4.21 439,926 $ 4.39 Additional options authorized 357,075 — — — — Restricted stock grants (8,846 ) — — — — RSUs granted (78,934 ) — — 78,934 6.31 RSUs forfeited 7,500 — — (7,500 ) 5.20 RSUs vested — — — (69,556 ) 4.24 Options granted (159,534 ) 159,534 3.61 — — Options exercised — (141,387 ) 0.57 — — Options forfeited 17,792 (17,792 ) 4.58 — — Options expired 1,817 (1,817 ) 3.55 — — Balance—March 31, 2018 293,299 1,940,011 $ 4.64 441,804 $ 4.79 The total intrinsic value of options exercised was $0.7 million in the three months ended March 31, 2018. As of March 31, 2018, the total intrinsic value of outstanding RSUs was approximately $0.8 million and there were $1.6 million of unrecognized compensation costs related to RSUs, which are expected to be recognized over a weighted-average period of 2.17 years. As of March 31, 2018, the total intrinsic value of outstanding options was approximately $3.2 million and there were $1.9 million of unrecognized compensation costs related to options, which are expected to be recognized over a weighted-average period of 6.85 years. Options outstanding that have vested and are expected to vest at March 31, 2018 are as follows: Number of Shares Weighted Exercise Price Weighted Aggregate Intrinsic (In Vested 927,362 $ 4.89 6.85 $ 3,022 Expected to vest 894,857 4.41 8.22 3,188 Total 1,822,219 $ 6,210 2014 Employee Stock Purchase Plan During the offering period in 2017 that ended on December 31, 2017, 34,176 shares were purchased for aggregate proceeds of $0.1 million from the issuance of shares, which occurred on January 4, 2018. During the offering period in 2017 that ended on June 30, 2017, 52,612 shares were purchased for aggregate proceeds of $0.1 million from the issuance of shares, which occurred on July 5, 2017. Valuation Assumptions The estimated fair values of employee stock options and ESPP shares were estimated using the Black-Scholes option-pricing model based on the following weighted-average assumptions: Three Months Ended March 31, 2018 2017 Employee stock options Expected term (in years) 6.0 6.0 Expected volatility 79.96 % 53.07%-53.36% Risk-free interest rate 2.51 % 2.08%-2.12% Expected dividend yield — % — % Employee stock purchase plan Expected term (in years) 0.5 0.5 Expected volatility 105.32 % 62.27 % Risk-free interest rate 1.61 % 0.65 % Expected dividend yield — % — % Risk-free Interest Rate : Volatility: The Company used an average historical stock price volatility of comparable public companies that were deemed to be representative of future stock price trends as the Company does not have sufficient trading history for its common stock. Expected Term: The expected term represents the period for which the Company’s stock-based awards are expected to be outstanding and is based on analyzing the vesting and contractual terms of the awards and the holders’ historical exercise patterns and termination behavior. Expected Dividends: The Company has not paid and does not anticipate paying any dividends in the near future. Stock-based Compensation Expense The following table summarizes stock-based compensation expense relating to employee and nonemployee stock options, RSUs and ESPP shares for the three months ended March 31, 2018 and 2017, included in the statements of operations as follows (in thousands): Three Months Ended March 31, 2018 2017 Cost of testing $ 61 $ 55 Research and development 213 64 Sales and marketing 64 38 General and administrative 368 234 Total $ 706 $ 391 No tax benefit was recognized related to share-based compensation expense since the Company has never reported taxable income and has established a full valuation allowance to offset all of the potential tax benefits associated with its deferred tax assets. In addition, no amounts of stock-based compensation were capitalized for the periods presented. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. INCOME TAXES The Company’s effective tax rate may vary from the U.S. federal statutory tax rate due to the change in the mix of earnings in tax jurisdictions with different statutory rates, benefits related to tax credits, and the tax impact of non-deductible expenses and other permanent differences between income before income taxes and taxable income. For the three months ended March 31, 2018 and 2017, the Company recorded an income tax benefit of $0.4 million and $0.3 million, respectively. The income tax benefit of $0.4 million for the three months ended March 31, 2018 is primarily attributable to the recognition of deferred tax assets from foreign losses. The Company assesses the realizability of its net deferred tax assets by evaluating all available evidence, both positive and negative, including (i) cumulative results of operations in recent years, (ii) sources of recent losses, (iii) estimates of future taxable income and (iv) the length of net operating loss carryforward periods. The Company believes that based on the history of its U.S. losses and other factors, the weight of available evidence indicates that it is more likely than not that it will not be able to realize its U.S. net deferred tax assets. Accordingly, the U.S. net deferred tax assets have been offset by a full valuation allowance. In accordance with SAB 118, the effects of the Tax Act may be adjusted within a one-year measurement period from the enactment date for items that were previously reported as provisional, or where a provisional estimate could not be made. Income tax provision for the three months ended March 31, 2018, did not reflect any adjustment to the previously assessed Tax Act enactment effect. The Company will continue to assess forthcoming guidance and accounting interpretations on the effects of the Tax Act and expects to complete its analysis within the measurement period in accordance with the SEC guidance. Starting in 2018, companies may be subject to global intangible low tax income (“GILTI”) which is a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations as well as the new base erosion anti-abuse tax (“BEAT”) under the Tax Act. GILTI will be effectively taxed at a tax rate of 10.5%. Due to the complexity of the GILTI tax rules, companies are allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred or (2) factoring such amounts into a company’s measurement of its deferred taxes under the SAB 118. The Company has not yet made an election with respect to GILTI and does not believe GILTI will have an impact on the Company’s 2018 taxes. The Company will continue to review the GILTI and BEAT rules to determine their applicability to the Company as the rules become effective. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | 16. SEGMENT REPORTING Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”), or decision making group, whose function is to allocate resources to and assess the performance of the operating segments. The Company has identified its chief executive officer as the CODM. In determining its reportable segments, the Company considered the markets and types of customers served and the products or services provided in those markets. The Company has identified the following two reportable segments, which are the same as its operating segments: • Post-Transplant: This segment focuses on discovery, development and commercialization of clinically differentiated, high-value diagnostic solutions for transplant patients. Its first commercialized testing solution, AlloMap, is a gene expression test that helps clinicians monitor and identify heart transplant recipients with stable graft function who have a low probability of moderate/severe acute cellular rejection. On October 9, 2017, AlloSure became commercially available with Medicare reimbursement. AlloSure is the first and only non-invasive test that assesses organ health by directly measuring allograft injury. • Pre-Transplant: This segment develops, manufactures, markets and sells high quality products that increase the chance of successful transplants by facilitating a better match between a donor and a recipient of stem cells and organs. The pre-transplant product lines include Olerup branded products SSP, SBT and QTYPE. There were no intersegment sales for the three months ended March 31, 2018 or 2017. The following table summarizes the operating results of the Company’s reportable segments (in thousands): Three 2018 2017 Total segments Revenues $ 14,053 $ 11,584 Operating loss (5,235 ) (8,544 ) Depreciation and amortization 1,039 934 Post-Transplant Revenues-testing and license and other revenue $ 10,746 $ 7,917 Operating loss (3,195 ) (5,459 ) Depreciation and amortization 329 262 Pre-Transplant Revenues- product revenue $ 3,307 $ 3,667 Operating loss (2,040 ) (3,085 ) Depreciation and amortization 710 672 March 31, 2018 December 31, 2017 Assets: Post-Transplant $ 45,564 $ 48,734 Pre-Transplant 33,388 34,831 Total assets $ 78,952 $ 83,565 Revenues by geographic regions are based upon the customers’ ship-to address for pre-transplant revenues and the region of testing for post-transplant revenue. The following table summarizes reportable revenues by geographic regions (in thousands): Three March 31, 2018 Three March 31, 2017 Post-Transplant Pre-Transplant Post-Transplant Pre-Transplant Revenues: North America $ 10,729 $ 929 $ 7,902 $ 1,000 Europe 17 1,973 15 2,059 Australia — 74 — 116 Rest of the World — 331 — 492 Total $ 10,746 $ 3,307 $ 7,917 $ 3,667 The following table summarizes long-lived assets, consisting of property and equipment, net, by geographic regions (in thousands): March 31, 2018 December 31, 2017 Long-lived assets: North America $ 1,256 $ 1,206 Europe 713 776 Australia 86 93 Total $ 2,055 $ 2,075 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. SUBSEQU EN Perceptive Term Loan On April 17, 2018, the Company entered into a Credit Agreement and Guaranty (the “Perceptive Credit Agreement”) with Perceptive as a lender and administrative agent for the several banks and other financial institutions or entities from time to time party to the Perceptive Credit Agreement for an initial term loan of $15.0 million (the “Tranche A Term Loan”), with a second tranche of $10.0 million available at the Company’s option, subject to the satisfaction of customary conditions (the “Tranche B Term Loan” and, together with the Tranche A Term Loan, the “Term Loan”). Approximately $11.1 million of the proceeds of the Tranche A Term Loan were used to fully repay the Company’s outstanding indebtedness with FastPartner AB, Mohammed Al Amoudi and Danske on April 17, 2018 The Tranche A Term Loan was funded on the date of closing. The Company paid a fee of $262,500 to Perceptive as the administrative agent. In addition, on April 17, 2018, the Company issued to Perceptive a warrant (the “Trance A Warrant” and, together with the Perceptive Credit Agreement and the Security Agreement, the “Financing Documents”), to purchase up to 140,000 shares of common stock of the Company at an initial exercise price of $8.60, subject to adjustment as provided in the Tranche A Warrant. The Tranche A Warrant will become initially exercisable commencing six months after the date of issuance and will terminate, if not earlier exercised, on April 17, 2025. The Tranche B Term Loan is available at the Company’s option at any time from April 17, 2018 to April 17, 2019, subject to the Company achieving certain product revenue targets, issuing the Tranche B Warrant (as defined below) and satisfying customary conditions. In the event the Company exercises its option for the Tranche B Term Loan, the Company will pay to Perceptive as the administrative agent out of the proceeds of the Tranche B Term Loan a fee in the amount equal to 1.75% of the principal amount of the Tranche B Term Loan advanced on such date. If the Tranche B Term Loan is funded, the Company will issue to Perceptive an additional warrant to purchase up to 93,333 shares of common stock (the “Tranche B Warrant”). The Tranche B Warrant will be on substantially the same terms, and in substantially the same form, as the Tranche A Warrant. In connection with the Perceptive Credit Agreement, the Company entered into a Security Agreement with Perceptive, as administrative agent (the “Security Agreement”). The Security Agreement provides that the Term Loan is secured by substantially all of the Company’s assets and a pledge of 65% of the equity interests of CareDx International AB. The Term Loan accrues interest per annum at 9.00% (the “Applicable Margin”) plus the greater of the one-month LIBOR or 1.5%. Payments under the Perceptive Credit Agreement are interest-only until the first principal payment is due on April 30, 2021, followed by monthly payments of principal and interest through the scheduled maturity date on April 17, 2023. The Term Loan may be prepaid by the Company, in whole or in part at any time, subject to a prepayment fee. The Perceptive Credit Agreement contains customary affirmative and restrictive covenants and representations and warranties, including financial reporting obligations and limitations on indebtedness, liens, fundamental changes, acquisitions, investments, dividends or distributions, corporate changes, asset sales, affiliate transactions, material agreements, licenses, sale and leaseback transactions, hazardous materials, accounting, compliance with laws and reimbursement of certain expenses of Perceptive. The Perceptive Credit Agreement also contains other customary provisions, such as expense reimbursement and confidentiality obligations, as well as indemnification rights for the benefit of Perceptive. The Perceptive Credit Agreement provides for customary events of default, including, among other things, nonpayments of principal, interest and other amounts, inaccuracies in representations and warranties, failure to comply with covenants, defaults on other material indebtedness, bankruptcy or insolvency, judgments, changes of control or impairments of Perceptive’s security interests. Upon the occurrence of an event of default and following any applicable cure periods, if any, the Applicable Margin shall automatically increase 3.00% per annum (the “Default Rate”). This Default Rate may be applied to the outstanding loan balances, and the Agent may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Perceptive Credit Agreement . License and Commercialization Agreement with Illumina On May 4, 2018, the Company entered into a License and Commercialization Agreement (the “License Agreement”) with Illumina, Inc. (“Illumina”), which provides the Company with worldwide distribution, development and commercialization rights to Illumina’s next generation sequencing (“NGS”) product line for use in the field of bone marrow transplantation diagnostic testing and solid organ transplantation diagnostic testing (the “Field”). Beginning on June 1, 2018, the Company will be the exclusive worldwide distributor of Illumina’s TruSight HLA v1 and v2 product lines, and associated Assign HLA software, for use in the Field. In addition, the Company will also be granted the exclusive right to develop and commercialize the next generation (v3) of the HLA product lines for use in the Field, as well as a NGS product for chimerism detection. The Company has agreed to use its own trademarks for commercialization of the development stage HLA and chimerism products and intends using names associated with an AlloSeq branding. Under the terms of the License Agreement, the Company made a $5.0 million initial payment to Illumina and will pay royalties in the mid- single to low-double |
Organization and Description 25
Organization and Description of Business (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Liquidity And Going Concern | Liquidity and Going Concern The Company has incurred significant losses and negative cash flows from operations since its inception and had an accumulated deficit of $274.1 million at March 31, 2018. As of March 31, 2018, the Company had cash and cash equivalents of $18.7 million, and $10.2 million On April 17, 2018, the Company entered into a new credit agreement with Perceptive Credit Holdings II, LP (“Perceptive ”) The Company may req uire additional financing in the future to fund working capital and pay its obligations as they come due. Additional financing might include one or more offerings and one or more of a combination of equity securities, debt arrangements or collaborations. However, there can be no assurance that the Company will be successful in acquiring additional funding at levels sufficient to fund its operations or on terms favorable to the Company. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and follow the requirements of the SEC for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments that are necessary for a fair statement of the Company’s financial information. The condensed consolidated balance sheet as of December 31, 2017 has been derived from audited financial statements as of that date but does not include all of the financial information required by U.S. GAAP for complete financial statements. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions have been eliminated. The Company acquired CareDx International AB, formerly Allenex AB, or Allenex, on April 14, 2016. Since the acquisition of Allenex through March 15, 2018, the Company owned less than 100% of the shares of Allenex and recorded a net loss attributable to noncontrolling interest in its condensed consolidated statements of operations equal to the percentage of the economic or ownership interest retained by the respective noncontrolling parties in such entities. On March 15, 2018, the Company acquired the remaining noncontrolling interest in Allenex and has not reported any noncontrolling interest balances since this date. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses in the unaudited condensed consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to (i) variable transaction price consideration related to contracts with customers, (ii) the determination of the accruals for clinical studies, (iii) the fair value of assets and liabilities acquired in business combinations, including contingent consideration, (iv) inventory valuation, (v) the valuation of common stock warrant liability, (vi) the fair value of embedded derivatives, (vii) measurement of stock-based compensation expense, (viii) the determination of the valuation allowance and estimated tax benefit associated with deferred tax assets and net deferred tax liability, (ix) any impairment of long-lived assets, including in-process technology and goodwill, and (x) legal contingencies. Actual results could differ from those estimates. |
Concentrations of Credit Risk and Other Risks and Uncertainties | Concentrations of Credit Risk and Other Risks and Uncertainties For the three months ended March 31, 2018 and 2017, approximately 42% and 28%, respectively, of total revenue was derived from Medicare. No other payers or customers represented more than 10% of total revenue for these periods At March 31, 2018 and December 31, 2017, approximately 19% and 16%, respectively, of accounts receivable was due from Medicare. No other payer or customer represented more than 10% of accounts receivable on either March 31, 2018 or December 31, 2017. |
Restricted Cash | Restricted Cash A restricted cash balance of $9.4 million was released and is no longer classified as restricted cash as of March 31, 2018, upon the full conversion of the debt obligation to JGB Collateral LLC and certain of its affiliates (“JGB”) (refer to Note 10). As a condition of the lease agreements for certain facilities and an agreement with the State of Florida Medicaid, the Company must maintain letters of credit, minimum collateral requirements and a surety bond. These agreements are collateralized by cash. The cash used to support these arrangements is classified as long-term restricted cash on the accompanying condensed consolidated balance sheets. |
Common Stock Warrant Liability and Derivative Liability | Common Stock Warrant Liability and Derivative Liability Common Stock Warrant Liability On January 1, 2018, the Company adopted Accounting Standard Update (“ASU”) 2017-11, Accounting for Certain Financial Instruments with Down Round Features and Replacement of the Indefinite Deferral of Mandatorily Redeemable Financial Instruments of Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Derivative Liability The JGB Debt included certain embedded derivatives that required bifurcation, including settlement and penalty provisions. The combined embedded derivative was remeasured at each reporting period with changes recorded in change in estimated fair value of common stock warrant liability and derivative liability in the condensed consolidated statements of operations. As of March 27, 2018, the JGB Debt was fully converted to shares of the Company’s common stock. The change in the fair market value of the derivative liability through March 27, 2018 was recorded in change in estimated fair value of common stock warrant liability and derivative liability in the condensed consolidated statements of operations. |
Revenue | Revenue The Company recognizes revenue from testing services, products, and license and other revenue in the amount that reflects the consideration which it expects to be entitled in exchange for goods or services as it transfers control to its customers. Revenue is recorded considering a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. Testing Revenue AlloMap and AlloSure patient tests are ordered by healthcare providers. The Company receives a test requisition form with payer information along with a collected patient blood sample. The Company considers the patient to be its customer and the test requisition form a contract. Testing services are performed in the Company’s laboratory. Testing services represent one performance obligation in a contract and are performed when results of the test are provided to the healthcare provider, at a point of time. The healthcare providers that order the tests and on whose behalf we provide our testing services are generally not responsible for the payment of these services. The first and second revenue recognition criteria are satisfied when the Company receives a test requisition form with payer information from the healthcare provider. Generally, the Company bills third-party payers upon delivery of an AlloMap or AlloSure test result to the healthcare provider. Amounts received may vary amongst payers based on coverage practices and policies of the payer. The Company has used the portfolio approach, a practical expedient under the new standard, to identify financial classes of payers. Transaction prices are determined for each financial class using history of reimbursements, including analysis of an average reimbursement per test and a percentage of tests reimbursed. The Company estimates revenue for non-contracted payers and self-payers using this methodology. The estimate requires significant judgment. Revenue recognized for Medicare and other contracted payers is based on the agreed current reimbursement rate per test, adjusted for historical collection trends where applicable. The Company monitors revenue estimates at each reporting period based on actual cash collections in order to assess whether a revision to the estimate is required. Changes in transaction price estimates are updated quarterly based on actual cash collected or changes made to contracted rates. |
Product Revenue | Product Revenue Product revenue is recognized from the sale of products to end-users, distributors and strategic partners when all revenue recognition criteria are satisfied. The Company generally has a contract or a purchase order from a customer with the specified required terms of order including the number of products ordered. Transaction prices are determinable and products are delivered and risk of loss passed to the customer upon either shipping or delivery, as per the terms of the agreement. There are no further performance obligations related to a contract and revenue is recognized at the point of delivery consistent with the terms of the contract or purchase order. |
License and Other Revenue | License and Other Revenue The Company generates revenue from license agreements. License agreements may include non-refundable upfront payments, partial or complete reimbursement of research and development costs, contingent payments based on the occurrence of specified events under the agreements, license fees and royalties on sales of products or product candidates if they are successfully commercialized. The Company’s performance obligations under the agreements may include the transfer of intellectual property rights in the form of licenses, obligations to provide research and development services and obligations to participate on certain development committees. The Company makes judgments to determine if performance obligations are distinct or should be combined and the transaction price allocated to each performance obligation, which affect the periods over which revenue is recognized. The Company periodically reviews its estimated periods of performance based on the progress under each arrangement and accounts for the impact of any change in estimated periods of performance on a prospective basis. The Company’s deferred revenue relates to one performance obligation which should be recognized over time. The Company might constrain a variable consideration such as milestones, if it is probable that a significant portion of revenue would be reversed. The Company did not recognize any revenue connected with milestones during the three months ended March 31, 2018 or 2017. |
Cost of Testing | Cost of Testing Cost of testing reflects the aggregate costs incurred in delivering the Company’s testing services. The components of cost of testing are materials and service costs, direct labor costs, stock-based compensation, equipment and infrastructure expenses associated with testing samples, shipping, logistics and specimen processing charges to collect and transport samples and allocated overhead including rent, information technology, equipment depreciation, utilities and royalties. Prior to adoption of the new revenue guidance, we recorded costs of testing associated with performing tests (except royalties) in the period when tests were performed without consideration if revenue was recognized in the same period. With the adoption of the new revenue standard on January 1, 2018, revenue and cost of testing for tests performed are recognized in the same period. Royalties for licensed technology, calculated as a percentage of test revenues, are recorded as license fees in cost of testing at the time the test revenues are recognized. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On January 1, 2018, the Company adopted the new revenue accounting standard Revenue from Contracts with Customers (Topic 606) The adoption of ASC 606 resulted in a one-time adjustment of $2.9 million to accounts receivable and retained earnings on January 1, 2018. The adjustment reflects the estimated payment to be received for tests where the result had been delivered at December 31, 2017, but associated revenue had not been recognized by December 31, 2017, because payment had not been received. The new standard did not impact the Company’s product revenue and license and other revenue nor did it impact contract assets or contract liabilities. The following table summarizes the impact of the ASC 606 adoption on accounts receivable as of March 31, 2018 (in thousands): Balance as Reported Balance without the adoption of ASC 606 Impact of Adoption of ASC 606 Balance Sheets Accounts Receivable $ 6,536 $ 3,546 $ 2,990 The following table summarizes the impact to the statement of operations in accordance with the new revenue standard requirements for the three months ended March 31, 2018 (in thousands): Balance As Reported Balance without the adoption of ASC 606 Revenue Impact of adoption of ASC 606 Statements of Operations Testing revenue $ 10,604 $ 10,592 $ 12 Product revenue 3,307 3,307 — License and other revenue 142 142 — $ 14,053 $ 14,041 $ 12 In February 2016, the FASB issued Accounting Standards Update, ASU, No. 2016-02, Leases (Topic 842), In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) . In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting In July 2017, the FASB issued ASU No. 2017-11, Accounting for Certain Financial Instruments with Down Round Features and Replacement of the Indefinite Deferral of Mandatorily Redeemable Financial Instruments of Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
ASU 2014-09 [Member] | |
Schedule of Impact to Statement of Operations and Balance Sheets in Accordance with New Revenue Standard Requirements | The following table summarizes the impact of the ASC 606 adoption on accounts receivable as of March 31, 2018 (in thousands): Balance as Reported Balance without the adoption of ASC 606 Impact of Adoption of ASC 606 Balance Sheets Accounts Receivable $ 6,536 $ 3,546 $ 2,990 The following table summarizes the impact to the statement of operations in accordance with the new revenue standard requirements for the three months ended March 31, 2018 (in thousands): Balance As Reported Balance without the adoption of ASC 606 Revenue Impact of adoption of ASC 606 Statements of Operations Testing revenue $ 10,604 $ 10,592 $ 12 Product revenue 3,307 3,307 — License and other revenue 142 142 — $ 14,053 $ 14,041 $ 12 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The following tables set forth the computation of the Company’s basic and diluted net loss per share (in thousands, except shares and per share data): Three Months Ended March 31, 2018 2017 Numerator: Net loss attributable to CareDx, Inc. used to compute basic and diluted net loss per share $ (8,969 ) $ (5,562 ) Denominator: Weighted-average shares used to compute basic and diluted net loss per share attributable to CareDx, Inc. 29,615,441 21,343,782 Net loss per share attributable to CareDx, Inc.: Basic and diluted $ (0.30 ) $ (0.26 ) |
Potentially Dilutive Securities Excluded from Diluted Net Loss Per Share | The following potentially dilutive securities have been excluded from diluted net loss per share, because their effect would be antidilutive: March 31, 2018 2017 Shares of common stock subject to outstanding options 1,940,010 1,881,416 Shares of common stock subject to outstanding common stock warrants 3,633,565 4,509,926 Shares of common stock subject to convertible notes — 6,092,105 Shares of common stock subject to contingent consideration 227,845 227,845 Restricted stock units 441,804 440,910 Total common stock equivalents 6,243,224 13,152,202 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table sets forth the Company’s financial assets and liabilities measured at fair value on a recurring basis, as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 Fair Value Measured Using (Level 1) (Level 2) (Level 3) Total Balance Assets Money market funds $ 17,494 $ — $ — $ 17,494 Liabilities Contingent consideration $ — $ — $ 1,816 $ 1,816 Common stock warrant liability — — 13,247 13,247 Derivative liability — — — — Total liabilities $ — $ — $ 15,063 $ 15,063 December 31, 2017 Fair Value Measured Using (Level 1) (Level 2) (Level 3) Total Balance Assets Money market funds $ 13,097 $ — $ — $ 13,097 Liabilities Contingent consideration $ — $ — $ 1,672 $ 1,672 Common stock warrant liability — — 18,712 18,712 Derivative liability — — 14,600 14,600 Total liabilities $ — $ — $ 34,984 $ 34,984 |
Summary of Issuances, Changes in Fair Value and Reclassifications of Level 3 Financial Instruments | The following table presents the issuances, changes in fair value and reclassifications of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis (in thousands): (Level 3) Contingent Consideration Liability Common Derivative Liability Total Balance as of December 31, 2017 $ 1,672 $ 18,712 $ 14,600 $ 34,984 Exercise of warrants — (127 ) — (127 ) Conversion of JGB debt to common stock (Note 10) — — (12,066 ) (12,066 ) Reclassification to equity (Note 2) — (6,550 ) — (6,550 ) Change in estimated fair value 144 1,212 (2,534 ) (1,178 ) Balance as of March 31, 2018 $ 1,816 $ 13,247 $ — $ 15,063 |
Summary of Common Stock Warrant Liability and Derivative Liability Valuation Assumptions | Common Stock Warrant Liability and Derivative Liability Valuation Assumptions March 31, 2018 December 31, 2017 Private Placement Common Stock Warrant Liability Stock Price $ 7.97 $ 7.34 Exercise Price $ 1.12 $ 1.12 Remaining term (in years) 5.04 5.29 Volatility 68.00 % 66.00 % Risk-free interest rate 2.53 % 2.21 % Subsequent Financing Common Stock Warrant Liability Stock Price $ 7.97 $ 7.34 Exercise Price $ 4.00 $ 4.00 Remaining term (in years) 5.21 5.46 Volatility 67.00 % 65.00 % Risk-free interest rate 2.54 % 2.21 % Placement Agent Common Stock Warrant Liability Stock Price $ 7.97 $ 7.34 Exercise Price $ 1.12 $ 1.12 Remaining term (in years) 3.04 3.29 Volatility 84.00 % 82.00 % Risk-free interest rate 2.37 % 1.99 % JGB Common Stock Warrant Liability Stock Price — $ 7.34 Exercise Price — $ 4.67 Remaining term (in years) — 4.71 Volatility — % 69.00 % Risk-free interest rate — % 1.89 % Derivative Liability (final re-measurement at March 27, 2018) Stock Price $ 7.79 $ 7.34 Remaining term (in years) 0.04 2.16 Volatility 45.00 % 69.00 % Risk-free interest rate 1.70 % 2.14 % |
Business Combination (Tables)
Business Combination (Tables) - Conexio [Member] | 3 Months Ended |
Mar. 31, 2018 | |
Summary of Fair Values of Assets Acquired and Liabilities Assumed as of Acquisition Date | The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Inventory $ 1,040 Property, plant and equipment 97 Intangible assets 155 Goodwill 85 Assumed liabilities (82 ) Total acquisition consideration $ 1,295 |
Summary of Identified Intangible Assets Acquired at Acquisition Date | The following table presents details of the identified intangible assets acquired at the acquisition date (in thousands): Estimated Fair Value Estimated Useful Life (Years) Completed technology $ 127 9 Customer relationships 28 9 Total $ 155 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The following tables present details of the Company’s intangible assets as of March 31, 2018 (in thousands): March 31, 2018 Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Net Carrying Amount Remaining Useful (In Customer relationships: Allenex $ 12,650 $ (1,609 ) $ (411 ) $ 10,630 12.8 Customer relationships: Conexio 28 (4 ) — 24 7.8 Developed technology: Olerup SSP 11,650 (2,244 ) (392 ) 9,014 7.8 Acquired technology: Olerup QTYPE 4,510 (454 ) (143 ) 3,913 12.8 Acquired technology: Olerup SBT 127 (18 ) 3 112 7.8 Acquired technology: dd-cfDNA 6,650 (253 ) — 6,397 12.6 Trademarks 2,260 (348 ) (13 ) 1,899 12.8 Total intangible assets $ 37,875 $ (4,930 ) $ (956 ) $ 31,989 The following tables present details of the Company’s intangible assets as of December 31, 2017 (in thousands): December 31, 2017 Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Net Amount Remaining Useful (In Customer relationships: Allenex $ 12,650 $ (1,394 ) $ (250 ) $ 11,006 13.0 Customer relationships: Conexio 28 (3 ) 1 26 8.1 Developed technology: Olerup SSP 11,650 (1,942 ) (258 ) 9,450 8.0 Acquired technology: Olerup QTYPE 4,510 (376 ) (84 ) 4,050 13.0 Acquired technology: Olerup SBT 127 (14 ) 5 118 8.1 Acquired technology: dd-cfDNA 6,650 (127 ) — 6,523 12.9 Trademarks 2,260 (310 ) 16 1,966 13.0 Total intangible assets $ 37,875 $ (4,166 ) $ (570 ) $ 33,139 |
Summary of Estimated Future Amortization Expense of Intangible Assets | The following table summarizes the Company’s estimated future amortization expense of intangible assets as of March 31, 2018 (in thousands): Years Ending December 31, Cost of Product Sales and Marketing Total Remainder of 2018 $ 1,495 $ 739 $ 2,234 2019 1,993 986 2,979 2020 1,993 986 2,979 2021 1,993 986 2,979 2022 1,993 986 2,979 2023 1,993 986 2,979 Thereafter 7,975 6,885 14,860 Total future amortization expense $ 19,435 $ 12,554 $ 31,989 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Inventory | Inventory consisted of the following (in thousands): March 31, 2018 December 31, 2017 Finished goods $ 2,348 $ 2,569 Work in progress 1,428 1,471 Raw materials 1,235 1,489 Total inventory $ 5,011 $ 5,529 |
Components of Accrued and Other Liabilities | Accrued and other liabilities Accrued and other liabilities consisted of the following (in thousands): March 31, 2018 December 2017 Clinical studies $ 1,466 $ 1,115 Professional fees 956 475 Deferred rent – current portion 419 419 Accrued interest payable 26 81 Accrued overpayments and refunds 268 270 Capital leases – current portion 75 13 Uninvoiced receipts 57 253 Software implementation costs 48 94 Test sample processing fees 608 633 Other accrued expenses 469 382 Total accrued and other liabilities $ 4,392 $ 3,735 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Lease Commitments under Operating and Capital Leases | Future minimum lease commitments under these operating and capital leases on March 31, 2018, are as follows (in thousands): Years Ending December 31, Capital Leases Operating Leases Remainder of 2018 $ 74 $ 1,657 2019 84 2,135 2020 79 2,090 2021 7 11 2022 — 8 Total future minimum lease payments $ 244 $ 5,901 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Transfers And Servicing [Abstract] | |
Schedule of Debt | Debt consisted of the following (in thousands): March 31, 2018 December JGB Debt $ — $ 7,743 Danske Bank Credit Facility 461 6,763 SSP Primers Loan — 1,215 Current portion of long-term debt $ 461 $ 15,721 JGB Debt $ — $ 14,168 Danske Bank Term Loan 5,622 — FastPartner Subordinated Promissory Notes 2,363 2,400 Al Amoudi Subordinated Promissory Notes 1,744 1,770 Long-term debt, net of current portion $ 9,729 $ 18,338 |
Schedule of Maturities of Debt | As of March 31, 2018, future debt maturities were as follows (in thousands): Years Ending December 31, Amount Remainder of 2018 $ 6,083 2019 4,107 Total debt maturities 10,190 Less: current portion of long-term debt (461 ) Long-term debt, net carrying value $ 9,729 |
Schedule of Carrying Values of Debt | The following table summarizes the Company’s carrying value of the JGB debt (in thousands) on the March 15, 2017 issuance date: March 15, 2017 Debt principal $ 27,780 Less: Issuance cost (998 ) Original issue discount (2,780 ) Original warrant valuation (900 ) Embedded Derivative Liability (2,290 ) Total debt discount (6,968 ) Carrying Value $ 20,812 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Common Stock [Member] | |
Class Of Warrant Or Right [Line Items] | |
Components of Warrants Outstanding | As of March 31, 2018, outstanding warrants to purchase common stock were: Classified as Original Term Exercise Price Number of Shares Underlying Warrants Original issue date: August 2009 Equity 10 years $ 21.78 33,473 July 2010 Equity 9 years $ 21.78 6,694 August 2012 Equity 7 years $ 21.78 167,182 January 2015 Equity 5 years $ 6.96 34,483 April 2016 (a) Liability 7 years $ 1.12 904,800 April 2016 (b) Liability 5 years $ 1.12 146,100 June 2016 (c) Liability 7 years $ 4.00 1,002,507 March 2017 (d) Equity 5 years $ 4.67 1,338,326 3,633,565 (a) Issued on April 14, 2016 in connection with the private placement to certain accredited investors. In accordance with the anti-dilution provisions, the exercise price of the warrants issued in connection with such private placement was adjusted from $4.98 to $4.00, which was the price paid by investors in the Company’s underwritten public offering of common stock, which closed on September 26, 2016. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreement, the exercise price was adjusted from $4.00 to $1.12, effective July 3, 2017. (b) Issued on April 14, 2016 in connection with the private placement to placement agents. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreement, the exercise price was adjusted from $3.99 to $1.12, effective July 3, 2017. (c) Issued on June 15, 2016 in connection with a subsequent private placement. In accordance with the anti-dilution provisions, the exercise price of the warrants issued in connection with the subsequent private placement was adjusted from $4.98 per share to $4.00 per share, which was the price paid by investors in the Company’s underwritten public offering of common stock, which closed on September 26, 2016. The exercise price remained at $4.00 as the anti-dilution provision was waived for the issuance of shares related to the July 3, 2017 amendment to the Conditional Share Purchase Agreements. (d) Issued on March 15, 2017 in connection with the JGB Debt. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreement, the number of shares issuable pursuant to the JGB Warrants increased from 1,250,000 to 1,296,679 and the exercise price of the JGB Warrants was adjusted from $5.00 to $4.82, effective July 3, 2017. As a result of the 2017 Public Offering, effective October 5, 2017, the aggregate number of shares of common stock issuable upon exercise of the JGB Warrants increased from 1,296,679 to 1,338,326 shares and the exercise price of the JGB Warrants decreased from $4.82 to $4.67 per share. |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Option, Unvested RSU Activity under 2014 Equity Incentive Plan and 2016 Inducement Plan and Related Information | The following table summarizes option and unvested RSU activity under the Company’s 2014 Equity Incentive Plan and 2016 Inducement Plan and related information: Shares Available for Grant Stock Options Outstanding Weighted- Average Exercise Price Number of RSU Shares Weighted- Average Grant Date Fair Value Balance—December 31, 2017 156,429 1,941,473 $ 4.21 439,926 $ 4.39 Additional options authorized 357,075 — — — — Restricted stock grants (8,846 ) — — — — RSUs granted (78,934 ) — — 78,934 6.31 RSUs forfeited 7,500 — — (7,500 ) 5.20 RSUs vested — — — (69,556 ) 4.24 Options granted (159,534 ) 159,534 3.61 — — Options exercised — (141,387 ) 0.57 — — Options forfeited 17,792 (17,792 ) 4.58 — — Options expired 1,817 (1,817 ) 3.55 — — Balance—March 31, 2018 293,299 1,940,011 $ 4.64 441,804 $ 4.79 |
Summary of Options Outstanding and Exercisable Vested or Expected to Vest | Options outstanding that have vested and are expected to vest at March 31, 2018 are as follows: Number of Shares Weighted Exercise Price Weighted Aggregate Intrinsic (In Vested 927,362 $ 4.89 6.85 $ 3,022 Expected to vest 894,857 4.41 8.22 3,188 Total 1,822,219 $ 6,210 |
Weighted-Average Assumptions Used to Estimate Fair Value of Share-Based Awards | The estimated fair values of employee stock options and ESPP shares were estimated using the Black-Scholes option-pricing model based on the following weighted-average assumptions: Three Months Ended March 31, 2018 2017 Employee stock options Expected term (in years) 6.0 6.0 Expected volatility 79.96 % 53.07%-53.36% Risk-free interest rate 2.51 % 2.08%-2.12% Expected dividend yield — % — % Employee stock purchase plan Expected term (in years) 0.5 0.5 Expected volatility 105.32 % 62.27 % Risk-free interest rate 1.61 % 0.65 % Expected dividend yield — % — % |
Summary of Expense Relating to Employee and Nonemployee Stock-Based Payment Awards from Stock Options and RSUs | The following table summarizes stock-based compensation expense relating to employee and nonemployee stock options, RSUs and ESPP shares for the three months ended March 31, 2018 and 2017, included in the statements of operations as follows (in thousands): Three Months Ended March 31, 2018 2017 Cost of testing $ 61 $ 55 Research and development 213 64 Sales and marketing 64 38 General and administrative 368 234 Total $ 706 $ 391 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Operating Results of Reportable Segments | The following table summarizes the operating results of the Company’s reportable segments (in thousands): Three 2018 2017 Total segments Revenues $ 14,053 $ 11,584 Operating loss (5,235 ) (8,544 ) Depreciation and amortization 1,039 934 Post-Transplant Revenues-testing and license and other revenue $ 10,746 $ 7,917 Operating loss (3,195 ) (5,459 ) Depreciation and amortization 329 262 Pre-Transplant Revenues- product revenue $ 3,307 $ 3,667 Operating loss (2,040 ) (3,085 ) Depreciation and amortization 710 672 March 31, 2018 December 31, 2017 Assets: Post-Transplant $ 45,564 $ 48,734 Pre-Transplant 33,388 34,831 Total assets $ 78,952 $ 83,565 |
Reportable Revenues by Geographic Regions | Revenues by geographic regions are based upon the customers’ ship-to address for pre-transplant revenues and the region of testing for post-transplant revenue. The following table summarizes reportable revenues by geographic regions (in thousands): Three March 31, 2018 Three March 31, 2017 Post-Transplant Pre-Transplant Post-Transplant Pre-Transplant Revenues: North America $ 10,729 $ 929 $ 7,902 $ 1,000 Europe 17 1,973 15 2,059 Australia — 74 — 116 Rest of the World — 331 — 492 Total $ 10,746 $ 3,307 $ 7,917 $ 3,667 |
Long-Lived Assets Consisting of Property and Equipment, Net by Geographic Regions | The following table summarizes long-lived assets, consisting of property and equipment, net, by geographic regions (in thousands): March 31, 2018 December 31, 2017 Long-lived assets: North America $ 1,256 $ 1,206 Europe 713 776 Australia 86 93 Total $ 2,055 $ 2,075 |
Organization and Description 37
Organization and Description of Business - Additional Information (Detail) | 3 Months Ended | ||
Mar. 31, 2018USD ($)Segment | Apr. 17, 2018USD ($) | Dec. 31, 2017USD ($) | |
Schedule of Capitalization, Equity [Line Items] | |||
Number of reportable segments | Segment | 2 | ||
Accumulated deficit | $ 274,058,000 | $ 268,022,000 | |
Cash and cash equivalents | 18,695,000 | 16,895,000 | |
Debt outstanding under debt and capital lease obligations | 10,200,000 | ||
Current debt | $ 461,000 | $ 15,721,000 | |
Subsequent Event [Member] | New Credit Agreement [Member] | |||
Schedule of Capitalization, Equity [Line Items] | |||
Aggregate principal amount | $ 15,000,000 | ||
Subsequent Event [Member] | New Credit Agreement [Member] | Tranche B Term Loan [Member] | |||
Schedule of Capitalization, Equity [Line Items] | |||
Aggregate principal amount | $ 10,000,000 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Jan. 01, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Summary Of Significant Accounting Policies [Line Items] | |||
Revenue recognition under milestone method | $ 0 | $ 0 | |
ASU 2014-09 [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Cumulative adjustment to retained earnings and accounts receivable | $ 2,900,000 | ||
JGB Debt [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Restricted cash released upon full conversion of debt obligation | $ 9,400,000 | ||
JGB Debt [Member] | ASU 2017-11 [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Reclassification of warrant liability to equity | $ 6,600,000 | ||
Allenex [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Acquisition date | Apr. 14, 2016 | ||
Allenex [Member] | Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Company ownership percentage | 100.00% |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Additional Information - Concentration of Credit Risk (Detail) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Services Revenue [Member] | Customer Concentration Risk [Member] | Minimum [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% | 10.00% | |
Services Revenue [Member] | Customer Concentration Risk [Member] | Medicare [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 42.00% | 28.00% | |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Minimum [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% | 10.00% | |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Medicare [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 19.00% | 16.00% |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Summary of Impact of ASC 606 Adoption on Account Receivable (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Balance Sheets | ||
Accounts receivable | $ 6,536 | $ 2,991 |
ASU 2014-09 [Member] | ||
Balance Sheets | ||
Accounts receivable | 6,536 | |
ASU 2014-09 [Member] | Balances Without the Adoption of ASC 606 [Member] | ||
Balance Sheets | ||
Accounts receivable | 3,546 | |
ASU 2014-09 [Member] | Impact Adoption of ASC 606 [Member] | ||
Balance Sheets | ||
Accounts receivable | $ 2,990 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Summary of Impact to Statement of Operations in Accordance with New Revenue Standard Requirements (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statements of Operations | ||
Testing revenue | $ 10,604 | $ 7,902 |
Product revenue | 3,307 | 3,667 |
License and other revenue | 142 | 15 |
Total revenue | 14,053 | $ 11,584 |
ASU 2014-09 [Member] | ||
Statements of Operations | ||
Testing revenue | 10,604 | |
Product revenue | 3,307 | |
License and other revenue | 142 | |
Total revenue | 14,053 | |
ASU 2014-09 [Member] | Balances Without the Adoption of ASC 606 [Member] | ||
Statements of Operations | ||
Testing revenue | 10,592 | |
Product revenue | 3,307 | |
License and other revenue | 142 | |
Total revenue | 14,041 | |
ASU 2014-09 [Member] | Revenue Impact of Adoption of ASC 606 [Member] | ||
Statements of Operations | ||
Testing revenue | 12 | |
Product revenue | 0 | |
License and other revenue | 0 | |
Total revenue | $ 12 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Numerator: | ||
Net loss attributable to CareDx, Inc. used to compute basic and diluted net loss per share | $ (8,969) | $ (5,562) |
Denominator: | ||
Weighted-average shares used to compute basic and diluted net loss per share attributable to CareDx, Inc. | 29,615,441 | 21,343,782 |
Net loss per share attributable to CareDx, Inc.: | ||
Basic and diluted | $ (0.30) | $ (0.26) |
Net Loss Per Share - Potentiall
Net Loss Per Share - Potentially Dilutive Securities Excluded from Diluted Net Loss Per Share (Detail) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from diluted net loss per share attributable to common stockholders, Total | 6,243,224 | 13,152,202 |
Shares of common stock subject to outstanding options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from diluted net loss per share attributable to common stockholders, Total | 1,940,010 | 1,881,416 |
Shares of common stock subject to outstanding common stock warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from diluted net loss per share attributable to common stockholders, Total | 3,633,565 | 4,509,926 |
Shares of common stock subject to convertible notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from diluted net loss per share attributable to common stockholders, Total | 0 | 6,092,105 |
Shares of common stock subject to contingent consideration [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from diluted net loss per share attributable to common stockholders, Total | 227,845 | 227,845 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from diluted net loss per share attributable to common stockholders, Total | 441,804 | 440,910 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - shares | Oct. 10, 2017 | Jul. 01, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
JGB Debt [Member] | ||||
Schedule of Net Income (Loss) Per Share [Line Items] | ||||
Shares issued upon conversion | 1,022,544 | 6,415,039 | 6,415,039 | |
Underwritten Public Offering [Member] | ||||
Schedule of Net Income (Loss) Per Share [Line Items] | ||||
Common stock shares issued | 4,992,840 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Assets | ||
Money market funds | $ 17,494 | $ 13,097 |
Liabilities | ||
Contingent consideration | 1,816 | 1,672 |
Common stock warrant liability | 13,247 | 18,712 |
Derivative liability | 0 | 14,600 |
Total liabilities | 15,063 | 34,984 |
Fair Value Measured Using - (Level 1) [Member] | ||
Assets | ||
Money market funds | 17,494 | 13,097 |
Liabilities | ||
Contingent consideration | 0 | 0 |
Common stock warrant liability | 0 | 0 |
Derivative liability | 0 | 0 |
Total liabilities | 0 | 0 |
Fair Value Measured Using - (Level 2) [Member] | ||
Assets | ||
Money market funds | 0 | 0 |
Liabilities | ||
Contingent consideration | 0 | 0 |
Common stock warrant liability | 0 | 0 |
Derivative liability | 0 | 0 |
Total liabilities | 0 | 0 |
Fair Value Measured Using - (Level 3) [Member] | ||
Assets | ||
Money market funds | 0 | 0 |
Liabilities | ||
Contingent consideration | 1,816 | 1,672 |
Common stock warrant liability | 13,247 | 18,712 |
Derivative liability | 0 | 14,600 |
Total liabilities | $ 15,063 | $ 34,984 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Issuances, Changes in Fair Value and Reclassifications of Level 3 Financial Instruments (Detail) - Fair Value Measured Using - (Level 3) [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Significant Unobservable Inputs (Level 3) [Line Items] | |
Beginning Balance | $ 34,984 |
Exercise of warrants | (127) |
Conversion of JGB debt to common stock (Note 10) | (12,066) |
Reclassification to equity (Note 2) | (6,550) |
Change in estimated fair value | (1,178) |
Ending Balance | 15,063 |
Common Stock Warrant Liability [Member] | |
Significant Unobservable Inputs (Level 3) [Line Items] | |
Beginning Balance | 18,712 |
Exercise of warrants | (127) |
Conversion of JGB debt to common stock (Note 10) | 0 |
Reclassification to equity (Note 2) | (6,550) |
Change in estimated fair value | 1,212 |
Ending Balance | 13,247 |
Contingent Consideration Liability [Member] | |
Significant Unobservable Inputs (Level 3) [Line Items] | |
Beginning Balance | 1,672 |
Exercise of warrants | 0 |
Conversion of JGB debt to common stock (Note 10) | 0 |
Reclassification to equity (Note 2) | 0 |
Change in estimated fair value | 144 |
Ending Balance | 1,816 |
Derivative Liability [Member] | |
Significant Unobservable Inputs (Level 3) [Line Items] | |
Beginning Balance | 14,600 |
Exercise of warrants | 0 |
Conversion of JGB debt to common stock (Note 10) | (12,066) |
Reclassification to equity (Note 2) | 0 |
Change in estimated fair value | (2,534) |
Ending Balance | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018USD ($)CommercialTestshares | Mar. 27, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)shares | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Transfers between Level 1, Level 2 and Level 3 categories during the periods | $ 0 | $ 0 | ||
Change in estimated fair value of contingent consideration | $ 144,000 | $ (221,000) | ||
Change in fair market value of derivative liability | $ 2,500,000 | 800,000 | ||
ImmuMetrix, Inc. [Member] | Contingent Consideration Liability [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Contingent obligation to issue common stock | shares | 227,845 | 227,845 | ||
Milestone description | The issuance of shares will occur if the Company completes 2,500 commercial tests involving the measurement of dd-cfDNA in organ transplant recipients in the United States by June 10, 2020. | |||
Number of commercial tests involving the measurement of cfDNA to be completed | CommercialTest | 2,500 | |||
Change in estimated fair value of contingent consideration | $ 100,000 | $ (200,000) | ||
ImmuMetrix, Inc. [Member] | Minimum [Member] | Contingent Consideration Liability [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Percentage of probability in achieving contingency condition | 80.00% | |||
ImmuMetrix, Inc. [Member] | Maximum [Member] | Contingent Consideration Liability [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Percentage of probability in achieving contingency condition | 100.00% |
Fair Value Measurements - Sum48
Fair Value Measurements - Summary of Common Stock Warrant Liability and Derivative Liability Valuation Assumptions (Detail) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Private Placement Common Stock Warrant Liability [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Stock Price | $ 7.97 | $ 7.34 |
Exercise Price | $ 1.12 | $ 1.12 |
Remaining term (in years) | 5 years 14 days | 5 years 3 months 14 days |
Volatility | 68.00% | 66.00% |
Risk-free interest rate | 2.53% | 2.21% |
Placement Agent Common Stock Warrant Liability [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Stock Price | $ 7.97 | $ 7.34 |
Exercise Price | $ 1.12 | $ 1.12 |
Remaining term (in years) | 3 years 14 days | 3 years 3 months 14 days |
Volatility | 84.00% | 82.00% |
Risk-free interest rate | 2.37% | 1.99% |
JGB Common Stock Warrant Liability [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Stock Price | $ 0 | $ 7.34 |
Exercise Price | $ 0 | $ 4.67 |
Remaining term (in years) | 0 years | 4 years 8 months 15 days |
Volatility | 0.00% | 69.00% |
Risk-free interest rate | 0.00% | 1.89% |
Majority Shareholder Common Stock Warrant Liability [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Stock Price | $ 7.97 | $ 7.34 |
Exercise Price | $ 4 | $ 4 |
Remaining term (in years) | 5 years 2 months 15 days | 5 years 5 months 15 days |
Volatility | 67.00% | 65.00% |
Risk-free interest rate | 2.54% | 2.21% |
Derivative Liability [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Stock Price | $ 7.79 | $ 7.34 |
Remaining term (in years) | 14 days | 2 years 1 month 28 days |
Volatility | 45.00% | 69.00% |
Risk-free interest rate | 1.70% | 2.14% |
Business Combination - Addition
Business Combination - Additional Information (Detail) | Nov. 14, 2017USD ($) | Jul. 01, 2017USD ($)$ / sharesshares | Jan. 20, 2017USD ($) | Jan. 01, 2017 | Apr. 14, 2016USD ($)shares | Apr. 14, 2016SEK (kr)shares | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Jul. 05, 2017USD ($) | Apr. 14, 2016kr / shares |
Business Acquisition [Line Items] | ||||||||||
Business acquisition deferred payment consideration | $ 0 | $ 1,018,000 | ||||||||
Allenex [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of share acquired | 98.30% | |||||||||
Total purchase price combination of cash and common stock | $ 34,100,000 | |||||||||
Cash distribution to acquire business, gross | $ 26,900,000 | $ 692,000 | 0 | |||||||
Common stock, shares issue | shares | 1,375,029 | 1,375,029 | ||||||||
Common stock value | $ 7,200,000 | |||||||||
Business acquisition deferred payment consideration | $ 5,700,000 | kr 50,620,000 | ||||||||
Business acquisition deferred payment date | Mar. 31, 2017 | Mar. 31, 2017 | ||||||||
Escrow Deposit | $ 8,000,000 | |||||||||
Deferred obligation | $ 6,300,000 | |||||||||
Business acquisition deferred payment extended date | Jul. 1, 2017 | |||||||||
Conversion of deferred obligation into shares | $ 1,100,000 | |||||||||
Shares issued upon conversion | shares | 1,022,544 | |||||||||
Conversion into common stock per share price | $ / shares | $ 1.12 | |||||||||
Portion of deferred obligation considered for extended maturity date | $ 2,900,000 | |||||||||
Additional repayment amount of deferred obligation | $ 2,100,000 | |||||||||
Payable date of deferred obligation additional repayment amount | Dec. 31, 2017 | |||||||||
Percentage of accruing interest | 10.00% | |||||||||
Percentage of non controlling interest | 1.70% | |||||||||
Price per share of Allenex used to determine fair value of non controlling interest | kr / shares | kr 2.48 | |||||||||
Allenex [Member] | Maximum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition deferred payment extended date | Mar. 31, 2019 | |||||||||
Allenex [Member] | Former Majority Shareholders [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition deferred payment consideration | $ 500,000 | |||||||||
Percentage of accruing interest | 10.00% | |||||||||
Reduction in deferred obligation | $ 500,000 | |||||||||
Allenex [Member] | Former Majority Shareholders [Member] | Conditional Share Purchase Agreement [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Deferred purchase consideration including accrued interest paid | $ 4,700,000 | |||||||||
Conexio [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash distribution to acquire business, gross | $ 400,000 | |||||||||
Acquisition related quarterly payments, percentage on gross revenue | 20.00% | |||||||||
Periodic quarterly payments on gross revenue | $ 0 | |||||||||
Conexio [Member] | Maximum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition related quarterly payments on gross revenue | $ 700,000 | |||||||||
Periodic quarterly payments on gross revenue | $ 100,000 |
Business Combination - Summary
Business Combination - Summary of Fair Values of Assets Acquired and Liabilities Assumed as of Acquisition Date (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Jan. 20, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 12,005 | $ 12,005 | |
Conexio [Member] | |||
Business Acquisition [Line Items] | |||
Inventory | $ 1,040 | ||
Property, plant and equipment | 97 | ||
Intangible assets | 155 | ||
Goodwill | 85 | ||
Assumed liabilities | (82) | ||
Total acquisition consideration | $ 1,295 |
Business Combination - Summar51
Business Combination - Summary of Identified Intangible Assets Acquired at Acquisition Date (Detail) - Conexio [Member] $ in Thousands | Jan. 20, 2017USD ($) |
Business Acquisition [Line Items] | |
Estimated fair value of identified intangible assets | $ 155 |
Completed Technology [Member] | |
Business Acquisition [Line Items] | |
Estimated fair value of identified intangible assets | $ 127 |
Estimated useful life of identified intangible asset | 9 years |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Estimated fair value of identified intangible assets | $ 28 |
Estimated useful life of identified intangible asset | 9 years |
Goodwill and Intangible Asset52
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Goodwill And Intangible Assets [Line Items] | |||
Goodwill | $ 12,005,000 | $ 12,005,000 | |
Description of annual goodwill impairment test | On January 1, 2017, the Company adopted ASU 2017-04, which eliminated the Step 2 requirement of the goodwill impairment test. Instead, the goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. The Company determined that the decrease in its market capitalization in the first quarter of 2017 constituted an indicator of impairment and therefore a goodwill impairment test was completed as of March 31, 2017. | ||
Goodwill impairment | $ 0 | $ 1,958,000 | |
Amortization expense of intangible assets | 600,000 | 600,000 | |
Cost of Product [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Amortization expense of intangible assets | 400,000 | 400,000 | |
Sales and marketing expense [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Amortization expense of intangible assets | 200,000 | 200,000 | |
Post-Transplant [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Goodwill | $ 12,000,000 | $ 12,000,000 | |
Pre-Transplant [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Description of goodwill impairment method for fair value determination | determined that the fair value of the Pre-Transplant reporting unit was $3.5 million, which was lower than its carrying value. | ||
Fair value of reporting unit | $ 3,500,000 | ||
Reporting unit, discount rate | 16.60% | ||
Reporting unit, terminal growth rate | 3.20% | ||
Reporting unit, capitalization multiple | $ 7.48 | ||
Pre-Transplant [Member] | Maximum [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Goodwill impairment | $ 2,000,000 |
Goodwill and Intangible Asset53
Goodwill and Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 37,875 | $ 37,875 |
Accumulated Amortization | (4,930) | (4,166) |
Foreign Currency Translation | (956) | (570) |
Net Carrying Amount | 31,989 | 33,139 |
Customer Relationships [Member] | Allenex [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 12,650 | 12,650 |
Accumulated Amortization | (1,609) | (1,394) |
Foreign Currency Translation | (411) | (250) |
Net Carrying Amount | $ 10,630 | $ 11,006 |
Estimated useful life of identified intangible asset | 12 years 9 months 18 days | 13 years |
Customer Relationships [Member] | Conexio [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 28 | $ 28 |
Accumulated Amortization | (4) | (3) |
Foreign Currency Translation | 0 | 1 |
Net Carrying Amount | $ 24 | $ 26 |
Estimated useful life of identified intangible asset | 7 years 9 months 18 days | 8 years 1 month 6 days |
Developed Technology [Member] | Olerup [Member] | SSP [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 11,650 | $ 11,650 |
Accumulated Amortization | (2,244) | (1,942) |
Foreign Currency Translation | (392) | (258) |
Net Carrying Amount | $ 9,014 | $ 9,450 |
Estimated useful life of identified intangible asset | 7 years 9 months 18 days | 8 years |
Trademarks [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,260 | $ 2,260 |
Accumulated Amortization | (348) | (310) |
Foreign Currency Translation | (13) | 16 |
Net Carrying Amount | $ 1,899 | $ 1,966 |
Estimated useful life of identified intangible asset | 12 years 9 months 18 days | 13 years |
Acquired Technology - QTYPE | Olerup [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,510 | $ 4,510 |
Accumulated Amortization | (454) | (376) |
Foreign Currency Translation | (143) | (84) |
Net Carrying Amount | $ 3,913 | $ 4,050 |
Estimated useful life of identified intangible asset | 12 years 9 months 18 days | 13 years |
Acquired Technology SBT [Member] | Olerup [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 127 | $ 127 |
Accumulated Amortization | (18) | (14) |
Foreign Currency Translation | 3 | 5 |
Net Carrying Amount | $ 112 | $ 118 |
Estimated useful life of identified intangible asset | 7 years 9 months 18 days | 8 years 1 month 6 days |
Acquired Technology dd-cfDNA [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 6,650 | $ 6,650 |
Accumulated Amortization | (253) | (127) |
Foreign Currency Translation | 0 | 0 |
Net Carrying Amount | $ 6,397 | $ 6,523 |
Estimated useful life of identified intangible asset | 12 years 7 months 6 days | 12 years 10 months 24 days |
Goodwill and Intangible Asset54
Goodwill and Intangible Assets - Summary of Estimated Future Amortization Expense of Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Remainder of 2018 | $ 2,234 | |
2,019 | 2,979 | |
2,020 | 2,979 | |
2,021 | 2,979 | |
2,022 | 2,979 | |
2,023 | 2,979 | |
Thereafter | 14,860 | |
Net Carrying Amount | 31,989 | $ 33,139 |
Cost of Product [Member] | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Remainder of 2018 | 1,495 | |
2,019 | 1,993 | |
2,020 | 1,993 | |
2,021 | 1,993 | |
2,022 | 1,993 | |
2,023 | 1,993 | |
Thereafter | 7,975 | |
Net Carrying Amount | 19,435 | |
Selling and marketing [Member] | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Remainder of 2018 | 739 | |
2,019 | 986 | |
2,020 | 986 | |
2,021 | 986 | |
2,022 | 986 | |
2,023 | 986 | |
Thereafter | 6,885 | |
Net Carrying Amount | $ 12,554 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Inventory (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 2,348 | $ 2,569 |
Work in progress | 1,428 | 1,471 |
Raw materials | 1,235 | 1,489 |
Total inventory | $ 5,011 | $ 5,529 |
Balance Sheet Components - Comp
Balance Sheet Components - Components of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Clinical studies | $ 1,466 | $ 1,115 |
Professional fees | 956 | 475 |
Deferred rent – current portion | 419 | 419 |
Accrued interest payable | 26 | 81 |
Accrued overpayments and refunds | 268 | 270 |
Capital leases – current portion | 75 | 13 |
Uninvoiced receipts | 57 | 253 |
Software implementation costs | 48 | 94 |
Test sample processing fees | 608 | 633 |
Other accrued expenses | 469 | 382 |
Total accrued and other liabilities | $ 4,392 | $ 3,735 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Mar. 02, 2017 | Jan. 20, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
Loss Contingencies [Line Items] | ||||
Leases expiration period | 2,020 | |||
Rent expense under non-cancelable operating leases | $ 400,000 | $ 400,000 | ||
Royalties paid to stanford | 100,000 | |||
Oberland Complaint [Member] | ||||
Loss Contingencies [Line Items] | ||||
Settlement amount | $ (600,000) | |||
Conexio [Member] | ||||
Loss Contingencies [Line Items] | ||||
Acquisition related quarterly payments, percentage on gross revenue | 20.00% | |||
Periodic quarterly payments paid | 0 | |||
Conexio [Member] | Maximum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Acquisition related quarterly payments on gross revenue | $ 700,000 | |||
Periodic quarterly payments paid | 100,000 | |||
Unpaid Royalties [Member] | ||||
Loss Contingencies [Line Items] | ||||
Royalty expenses | $ 0 | $ 300,000 |
Commitments and Contingencies58
Commitments and Contingencies - Future Minimum Lease Commitments under Operating and Capital Leases (Detail) $ in Thousands | Mar. 31, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Capital Leases, Remainder of 2018 | $ 74 |
Capital Leases, 2019 | 84 |
Capital Leases, 2020 | 79 |
Capital Leases, 2021 | 7 |
Capital Leases, 2022 | 0 |
Total minimum lease payments under capital leases | 244 |
Operating Leases, Remainder of 2018 | 1,657 |
Operating Leases, 2019 | 2,135 |
Operating Leases, 2020 | 2,090 |
Operating Leases, 2021 | 11 |
Operating Leases, 2022 | 8 |
Total minimum lease payments under operating leases | $ 5,901 |
License and Other Revenue - Add
License and Other Revenue - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | |||||
Jul. 31, 2013USD ($) | Jun. 30, 2013USD ($) | Jun. 30, 2013EUR (€) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Jun. 30, 2013EUR (€) | |
License And Other Revenue [Line Items] | |||||||
Description of agreement expire term | The agreement will expire at the later of the last-to-expire patent in the EEA or ten years from the first commercial sale of the test in the EEA, which occurred in 2014. | ||||||
Common stock value | $ 35,000 | $ 29,000 | |||||
Upfront cash payment | $ 408,000 | € 387,500 | |||||
Revenues and royalties recognized | 10,000 | $ 0 | |||||
Royalty revenues | 100,000 | $ 0 | |||||
Royalty revenues receivable balance | $ 0 | $ 0 | |||||
Diaxonhit [Member] | |||||||
License And Other Revenue [Line Items] | |||||||
Common stock value | $ 476,000 | € 387,500 | |||||
Shares sold for consideration | $ 467,000 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Current portion of long-term debt | $ 461 | $ 15,721 |
Long-term debt, net of current portion | 9,729 | 18,338 |
JGB Debt [Member] | ||
Debt Instrument [Line Items] | ||
Current portion of long-term debt | 7,743 | |
Long-term debt, net of current portion | 14,168 | |
Danske Bank Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Current portion of long-term debt | 461 | 6,763 |
Danske Bank Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, net of current portion | 5,622 | |
SSP Primers Loan [Member] | ||
Debt Instrument [Line Items] | ||
Current portion of long-term debt | 0 | 1,215 |
FastPartner Subordinated Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, net of current portion | 2,363 | 2,400 |
Al Amoudi Subordinated Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, net of current portion | $ 1,744 | $ 1,770 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Apr. 17, 2018USD ($) | Mar. 01, 2018 | Feb. 28, 2018USD ($) | Feb. 28, 2018SEK (kr) | Oct. 10, 2017$ / sharesshares | Oct. 05, 2017USD ($)$ / sharesshares | Jul. 01, 2017USD ($)$ / sharesshares | Jul. 01, 2017SEK (kr)shares | Mar. 15, 2017USD ($)$ / sharesshares | Mar. 07, 2016USD ($) | Dec. 29, 2015USD ($) | Jun. 18, 2015USD ($) | Feb. 25, 2015USD ($) | Feb. 25, 2015SEK (kr) | Jun. 28, 2013USD ($) | Jun. 25, 2013USD ($) | Oct. 31, 2017USD ($) | Oct. 31, 2017SEK (kr) | Mar. 31, 2018USD ($) | Mar. 31, 2018USD ($)shares | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)shares | Apr. 13, 2018 | Mar. 31, 2018SEK (kr) | Dec. 31, 2017SEK (kr) | Jul. 03, 2017$ / shares | Aug. 04, 2016USD ($) | Aug. 04, 2016SEK (kr) | Mar. 07, 2016SEK (kr) | Dec. 29, 2015SEK (kr) | Jun. 18, 2015SEK (kr) | Feb. 25, 2015SEK (kr) | Jun. 28, 2013SEK (kr) | Jun. 25, 2013SEK (kr) |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Unamortized debt discount and issuance costs | $ 0 | $ 0 | $ 4,600,000 | |||||||||||||||||||||||||||||||
Total accrued interest on debt | 300,000 | 300,000 | 300,000 | |||||||||||||||||||||||||||||||
Current portion of accrued interest | 26,000 | 26,000 | 81,000 | |||||||||||||||||||||||||||||||
Current portion of long-term debt | 461,000 | 461,000 | 15,721,000 | |||||||||||||||||||||||||||||||
Proceeds from debt, net of issuance costs | 0 | $ 24,002,000 | ||||||||||||||||||||||||||||||||
Loss on debt extinguishment | 2,806,000 | $ 0 | ||||||||||||||||||||||||||||||||
Principal outstanding amount | 9,729,000 | $ 9,729,000 | 18,338,000 | |||||||||||||||||||||||||||||||
Allenex [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Shares issued upon conversion | shares | 1,022,544 | 1,022,544 | ||||||||||||||||||||||||||||||||
Conversion into common stock per share price | $ / shares | $ 1.12 | |||||||||||||||||||||||||||||||||
S S P Primers Aktieboulag [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Feb. 26, 2018 | Feb. 26, 2018 | ||||||||||||||||||||||||||||||||
Term loan facility amount outstanding | 1,200,000 | kr 10,000,000 | ||||||||||||||||||||||||||||||||
Loan agreement initiation date | Feb. 25, 2015 | Feb. 25, 2015 | ||||||||||||||||||||||||||||||||
Principle amount of loan agreement | $ 1,700,000 | kr 14,000,000 | ||||||||||||||||||||||||||||||||
Accrued interest paid | $ 100,000 | kr 650,000 | ||||||||||||||||||||||||||||||||
Payable on February 25, 2016 [Member] | S S P Primers Aktieboulag [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Loan agreement, periodic payment | $ 500,000 | kr 4,000,000 | ||||||||||||||||||||||||||||||||
Date of loan agreement payable | Mar. 7, 2016 | Mar. 7, 2016 | ||||||||||||||||||||||||||||||||
JGB Debt [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Unamortized debt discount and issuance costs | $ 6,968,000 | |||||||||||||||||||||||||||||||||
Current portion of long-term debt | $ 7,743,000 | |||||||||||||||||||||||||||||||||
Aggregate principal amount | 27,780,000 | |||||||||||||||||||||||||||||||||
Proceeds from debt, net of issuance costs | 24,000,000 | |||||||||||||||||||||||||||||||||
Pay-off of term debt | 11,200,000 | |||||||||||||||||||||||||||||||||
Minimum cash requirement | $ 9,400,000 | |||||||||||||||||||||||||||||||||
Debt instrument maturity date | Feb. 28, 2020 | |||||||||||||||||||||||||||||||||
Interest rate | 9.50% | |||||||||||||||||||||||||||||||||
Debentures convertible into common stock | shares | 6,092,105 | 6,161,331 | ||||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 4.33 | $ 4.34 | $ 4.56 | $ 4.40 | ||||||||||||||||||||||||||||||
Debt conversion description | Additionally, after September 1, 2017, upon the satisfaction of certain conditions, including the volume weighted average price of the Company’s common stock exceeding 250% of the Conversion Price for twenty consecutive trading days, the Company could have required that the Debentures be converted into shares of the Company’s common stock, subject to certain limitations. | |||||||||||||||||||||||||||||||||
Debt, possible redemption amount after March 1, 2018 | $ 937,500 | |||||||||||||||||||||||||||||||||
Debt redemption description | Commencing on March 1, 2018, each of the holders of the Debentures had the right, at its option, to require the Company to redeem up to $937,500 of the outstanding principal amount of its Debenture per month. The Company was required to promptly, but in any event no more than one trading day after the holder delivers a redemption notice to the Company, pay the applicable redemption amount in cash or, at the Company’s election and subject to certain conditions, in shares of the Company’s common stock. If the Company elected to pay the redemption amount in shares of the Company’s common stock, then the shares would have been delivered based on a price equal to the lowest of (a) 88% of the average of the three lowest volume weighted average prices of the Company’s common stock over the prior 20 trading days, (b) 88% of the prior trading day’s volume weighted average price, or (c) the Conversion Price. | |||||||||||||||||||||||||||||||||
Percentage of average three lowest volume weighted average prices of common stock if elected to pay in shares | 88.00% | |||||||||||||||||||||||||||||||||
Percentage of prior trading day's volume weighted average price if elected to pay in shares | 88.00% | |||||||||||||||||||||||||||||||||
Shares issued upon conversion | shares | 1,022,544 | 1,022,544 | 6,415,039 | 6,415,039 | ||||||||||||||||||||||||||||||
Conversion into common stock per share price | $ / shares | $ 1.12 | |||||||||||||||||||||||||||||||||
Debentures convertible into common stock, outstanding principal amount | $ 26,700,000 | |||||||||||||||||||||||||||||||||
Debentures prepayment date | Apr. 13, 2018 | |||||||||||||||||||||||||||||||||
Term loan facility amount outstanding | $ 26,500,000 | |||||||||||||||||||||||||||||||||
Amount recognized to additional paid in capital | $ 38,800,000 | |||||||||||||||||||||||||||||||||
Extinguishment of unamortized debt discount | 2,700,000 | |||||||||||||||||||||||||||||||||
Extinguishment of compound derivative liability | 12,100,000 | |||||||||||||||||||||||||||||||||
Principal outstanding amount | 14,168,000 | |||||||||||||||||||||||||||||||||
JGB Debt [Member] | FastPartner AB [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 8.00% | 8.00% | ||||||||||||||||||||||||||||||||
JGB Debt [Member] | Mohammed Al Amoudi [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 6.00% | 6.00% | ||||||||||||||||||||||||||||||||
JGB Debt [Member] | Other Income (Expense) [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 2,800,000 | |||||||||||||||||||||||||||||||||
JGB Debt [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Debentures convertible into common stock | shares | 288,022 | |||||||||||||||||||||||||||||||||
Conversion into common stock per share price | $ / shares | $ 4.34 | |||||||||||||||||||||||||||||||||
Common stock shares issued | shares | 651,240 | 288,022 | 6,161,331 | |||||||||||||||||||||||||||||||
Debentures convertible into common stock, outstanding principal amount | $ 1,250,000 | $ 6,000 | ||||||||||||||||||||||||||||||||
JGB Debt [Member] | If Debentures are Prepaid on or Prior to March 1, 2018 [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Prepayment premium percentage on principal amount | 15.00% | 15.00% | 15.00% | |||||||||||||||||||||||||||||||
JGB Debt [Member] | If the Debentures are Prepaid After March 1, 2018 but Prior to March 1, 2019 [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Prepayment premium percentage on principal amount | 8.00% | 8.00% | 8.00% | |||||||||||||||||||||||||||||||
JGB Debt [Member] | If the Debentures are Prepaid on or After March 1, 2019 [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Prepayment premium percentage on principal amount | 5.00% | 5.00% | 5.00% | |||||||||||||||||||||||||||||||
JGB Debt [Member] | If Debenture is accelerated prior to March 1, 2018 [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Percentage of debt principal and interest outstanding repayment | 115.00% | |||||||||||||||||||||||||||||||||
JGB Debt [Member] | If Debenture is accelerated after March 1, 2018 but prior to March 1, 2019 [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Percentage of debt principal and interest outstanding repayment | 108.00% | |||||||||||||||||||||||||||||||||
JGB Debt [Member] | If Debenture is accelerated after March 1, 2019 [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Percentage of debt principal and interest outstanding repayment | 105.00% | |||||||||||||||||||||||||||||||||
Subordinated Promissory Note [Member] | FastPartner AB [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 500,000 | $ 200,000 | $ 1,100,000 | kr 4,000,000 | kr 2,000,000 | kr 9,400,000 | ||||||||||||||||||||||||||||
Debt instrument maturity date | Mar. 31, 2019 | Mar. 31, 2019 | ||||||||||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||||||||
Issuance date | Mar. 7, 2016 | Dec. 29, 2015 | Jun. 28, 2013 | |||||||||||||||||||||||||||||||
Debt instrument repayment of principal amount outstanding | $ 1,900,000 | kr 15,400,000 | ||||||||||||||||||||||||||||||||
Debt instrument accrued interest | $ 500,000 | |||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||
Principal outstanding amount | $ 2,400,000 | $ 2,400,000 | 2,400,000 | kr 19,757,000 | 19,757,000 | |||||||||||||||||||||||||||||
Subordinated Promissory Note [Member] | Mohammed Al Amoudi [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 1,200,000 | kr 10,600,000 | ||||||||||||||||||||||||||||||||
Debt instrument maturity date | Mar. 31, 2019 | Mar. 31, 2019 | ||||||||||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||
Issuance date | Jun. 28, 2013 | |||||||||||||||||||||||||||||||||
Debt instrument repayment of principal amount outstanding | $ 1,300,000 | kr 10,600,000 | ||||||||||||||||||||||||||||||||
Debt instrument accrued interest | $ 500,000 | |||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||
Principal outstanding amount | 1,700,000 | 1,700,000 | 1,700,000 | 14,575,000 | kr 14,575,000 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | JGB Debt [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Prepayment premium percentage on principal amount | 8.00% | |||||||||||||||||||||||||||||||||
Perceptive Term Loan [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 15,000,000 | |||||||||||||||||||||||||||||||||
Danske Bank Credit Facility [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Current portion of long-term debt | 461,000 | 461,000 | 6,763,000 | |||||||||||||||||||||||||||||||
Term Loan Facility [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Term loan facility amount outstanding | 5,600,000 | $ 5,600,000 | 47,000,000 | |||||||||||||||||||||||||||||||
Term Loan Facility [Member] | Danske Bank A S [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Conditional principal repayment amount | $ 700,000 | kr 6,000,000 | ||||||||||||||||||||||||||||||||
Term Loan Facility [Member] | Danske Bank A S [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 8,800,000 | kr 71,000,000 | ||||||||||||||||||||||||||||||||
Loan agreement initiation date | Jun. 25, 2013 | |||||||||||||||||||||||||||||||||
Term loan facility available for utilization advances | $ 600,000 | 5,000,000 | ||||||||||||||||||||||||||||||||
Term loan facility integral multiples | $ 100,000 | kr 1,000,000 | ||||||||||||||||||||||||||||||||
Interest rate basis spread | 3.00% | |||||||||||||||||||||||||||||||||
Interest rate, description | The interest rate applicable to each advance was the percentage rate per annum calculated as the aggregate of (i) Stockholm Interbank Offered Rate (“STIBOR”) (as defined in the Term Loan Facility) and (ii) the Margin (as described in the Term Loan Facility) at 3% conditional on the fulfillment of certain criteria. | |||||||||||||||||||||||||||||||||
Term Loan Facility [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Apr. 17, 2023 | |||||||||||||||||||||||||||||||||
Interest rate | 9.00% | |||||||||||||||||||||||||||||||||
Interest rate basis spread | 1.50% | |||||||||||||||||||||||||||||||||
Interest rate, description | The Term Loan accrues interest per annum at 9.00% (the “Applicable Margin”) plus the greater of the one-month LIBOR or 1.5%. | |||||||||||||||||||||||||||||||||
Short Term Credit Facility [Member] | Danske Bank A S [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 1,000,000 | $ 1,200,000 | kr 10,000,000 | kr 8,000,000 | ||||||||||||||||||||||||||||||
Debt instrument maturity date | Jun. 30, 2018 | |||||||||||||||||||||||||||||||||
Loan agreement initiation date | Jun. 18, 2015 | |||||||||||||||||||||||||||||||||
Short term credit facility | 500,000 | $ 500,000 | kr 3,850,000 | |||||||||||||||||||||||||||||||
Accrued and Other Liabilities [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Current portion of accrued interest | 100,000 | |||||||||||||||||||||||||||||||||
Other Liabilities Long Term [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Long-term portion of accrued interest | $ 300,000 | $ 300,000 | $ 200,000 |
Debt - Schedule of Future Debt
Debt - Schedule of Future Debt Maturities (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Equity Method Investments And Cost Method Investments [Abstract] | ||
Remainder of 2018 | $ 6,083 | |
2,019 | 4,107 | |
Total debt maturities | 10,190 | |
Less: current portion of long-term debt | (461) | $ (15,721) |
Long-term debt, net of current portion | $ 9,729 | $ 18,338 |
Debt - Carrying Value of Debt o
Debt - Carrying Value of Debt on Issuance Date (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 15, 2017 |
Debt Instrument [Line Items] | |||
Total debt discount | $ 0 | $ (4,600) | |
JGB Debt [Member] | |||
Debt Instrument [Line Items] | |||
Debt principal | $ 27,780 | ||
Less: Issuance cost | (998) | ||
Original issue discount | (2,780) | ||
Original warrant valuation | (900) | ||
Embedded Derivative Liability | (2,290) | ||
Total debt discount | (6,968) | ||
Carrying Value | $ 20,812 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Oct. 10, 2017 | Oct. 05, 2017 | Mar. 31, 2018 |
Common Stock [Member] | JGB Debt [Member] | |||
Class Of Stock [Line Items] | |||
Common stock shares issued | 651,240 | 288,022 | 6,161,331 |
Common stock offer price per share | $ 4.34 | $ 4.33 | |
Conversion of debentures into shares of common stock | $ 1,250 | $ 26,700 | |
2017 Public Offering [Member] | |||
Class Of Stock [Line Items] | |||
Common stock shares issued | 4,992,840 | ||
Common stock offer price per share | $ 4 | ||
Net proceeds from common stock shares issued at public offering | $ 18,300 | ||
Over-allotments [Member] | |||
Class Of Stock [Line Items] | |||
Common stock shares issued | 651,240 |
401(K) Plan - Additional Inform
401(K) Plan - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Compensation And Retirement Disclosure [Abstract] | |
Expense incurred related to plan | $ 0.1 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 01, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Class Of Warrant Or Right [Line Items] | |||
Estimated fair value of warrant liability remeasurement income (expense) | $ 100 | ||
Pruchase of common stock warrants exercised | 23,000 | ||
Proceeds from exercise of warrants | $ 25 | $ 0 | |
Maximum [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Proceeds from exercise of warrants | $ 100 | ||
JGB Debt [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Estimated fair value of warrant liability remeasurement income (expense) | $ 400 | ||
ASU 2017-11 [Member] | JGB Debt [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Warrant to purchase stock, shares | 1,338,326 | ||
Reclassification of warrant liability to equity | $ 6,600 |
Warrants - Outstanding Warrants
Warrants - Outstanding Warrants To Purchase Common Stock Warrants (Detail) - Common Stock [Member] - $ / shares | 3 Months Ended | |||
Mar. 31, 2018 | Sep. 26, 2016 | Sep. 25, 2016 | ||
Class Of Warrant Or Right [Line Items] | ||||
Number of Shares Underlying Warrants | 3,633,565 | |||
Class Of Warrant Or Right Issued on August 2009 [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Issue Date | 2009-08 | |||
Classified as | Equity | |||
Original Term | 10 years | |||
Exercise Price | $ 21.78 | |||
Number of Shares Underlying Warrants | 33,473 | |||
Class Of Warrant Or Right Issued on July 2010 [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Issue Date | 2010-07 | |||
Classified as | Equity | |||
Original Term | 9 years | |||
Exercise Price | $ 21.78 | |||
Number of Shares Underlying Warrants | 6,694 | |||
Class Of Warrant Or Right Issued on August 2012 [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Issue Date | 2012-08 | |||
Classified as | Equity | |||
Original Term | 7 years | |||
Exercise Price | $ 21.78 | |||
Number of Shares Underlying Warrants | 167,182 | |||
Class Of Warrant Or Right Issued on January 2015 [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Issue Date | 2015-01 | |||
Classified as | Equity | |||
Original Term | 5 years | |||
Exercise Price | $ 6.96 | |||
Number of Shares Underlying Warrants | 34,483 | |||
Class Of Warrant Or Right Issued on March 2017 [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Issue Date | [1] | 2017-03 | ||
Classified as | [1] | Equity | ||
Original Term | [1] | 5 years | ||
Exercise Price | [1] | $ 4.67 | ||
Number of Shares Underlying Warrants | [1] | 1,338,326 | ||
Private Placement [Member] | Accredited Investors [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Exercise Price | $ 4 | $ 4.98 | ||
Private Placement [Member] | Accredited Investors [Member] | Class Of Warrant Or Right Issued on April 2016 [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Issue Date | [2] | 2016-04 | ||
Classified as | [2] | Liability | ||
Original Term | [2] | 7 years | ||
Exercise Price | [2] | $ 1.12 | ||
Number of Shares Underlying Warrants | [2] | 904,800 | ||
Private Placement [Member] | Placement Agents [Member] | Class Of Warrant Or Right Issued on April 2016 [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Issue Date | [3] | 2016-04 | ||
Classified as | [3] | Liability | ||
Original Term | [3] | 5 years | ||
Exercise Price | [3] | $ 1.12 | ||
Number of Shares Underlying Warrants | [3] | 146,100 | ||
Subsequent Financing [Member] | Class Of Warrant Or Right Issued on June 2016 [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Issue Date | [4] | 2016-06 | ||
Classified as | [4] | Liability | ||
Original Term | [4] | 7 years | ||
Exercise Price | [4] | $ 4 | ||
Number of Shares Underlying Warrants | [4] | 1,002,507 | ||
[1] | Issued on March 15, 2017 in connection with the JGB Debt. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreement, the number of shares issuable pursuant to the JGB Warrants increased from 1,250,000 to 1,296,679 and the exercise price of the JGB Warrants was adjusted from $5.00 to $4.82, effective July 3, 2017. As a result of the 2017 Public Offering, effective October 5, 2017, the aggregate number of shares of common stock issuable upon exercise of the JGB Warrants increased from 1,296,679 to 1,338,326 shares and the exercise price of the JGB Warrants decreased from $4.82 to $4.67 per share. | |||
[2] | Issued on April 14, 2016 in connection with the private placement to certain accredited investors. In accordance with the anti-dilution provisions, the exercise price of the warrants issued in connection with such private placement was adjusted from $4.98 to $4.00, which was the price paid by investors in the Company’s underwritten public offering of common stock, which closed on September 26, 2016. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreement, the exercise price was adjusted from $4.00 to $1.12, effective July 3, 2017. | |||
[3] | Issued on April 14, 2016 in connection with the private placement to placement agents. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreement, the exercise price was adjusted from $3.99 to $1.12, effective July 3, 2017. | |||
[4] | Issued on June 15, 2016 in connection with a subsequent private placement. In accordance with the anti-dilution provisions, the exercise price of the warrants issued in connection with the subsequent private placement was adjusted from $4.98 per share to $4.00 per share, which was the price paid by investors in the Company’s underwritten public offering of common stock, which closed on September 26, 2016. The exercise price remained at $4.00 as the anti-dilution provision was waived for the issuance of shares related to the July 3, 2017 amendment to the Conditional Share Purchase Agreements. |
Warrants - Outstanding Warran68
Warrants - Outstanding Warrants To Purchase Common Stock Warrants (Parenthetical) (Detail) - $ / shares | Jul. 01, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Oct. 10, 2017 | Jul. 03, 2017 | Jul. 02, 2017 | Mar. 15, 2017 | Sep. 26, 2016 | Sep. 25, 2016 |
JGB Debt [Member] | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Shares issued upon conversion | 1,022,544 | 6,415,039 | 6,415,039 | ||||||
Common Stock [Member] | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Warrants issued | 3,633,565 | ||||||||
Common Stock [Member] | JGB Debt [Member] | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Warrants, issued date | Mar. 15, 2017 | ||||||||
Common Stock [Member] | Private Placement [Member] | Accredited Investors [Member] | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Warrants, issued date | Apr. 14, 2016 | ||||||||
Exercise Price | $ 4 | $ 4.98 | |||||||
Common Stock [Member] | Private Placement [Member] | Placement Agents [Member] | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Warrants, issued date | Apr. 14, 2016 | ||||||||
Common Stock [Member] | Subsequent Financing [Member] | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Warrants, issued date | Jun. 15, 2016 | ||||||||
Common Stock [Member] | Conditional Share Purchase Agreement [Member] | JGB Debt [Member] | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Exercise Price | $ 1.12 | $ 5 | |||||||
Shares issued upon conversion | 1,022,544 | ||||||||
Warrants issued | 1,250,000 | ||||||||
Common Stock [Member] | Conditional Share Purchase Agreement [Member] | Accredited Investors [Member] | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Exercise Price | 1.12 | $ 4 | |||||||
Shares issued upon conversion | 1,022,544 | ||||||||
Common Stock [Member] | Conditional Share Purchase Agreement [Member] | Placement Agents [Member] | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Exercise Price | 1.12 | $ 3.99 | |||||||
Shares issued upon conversion | 1,022,544 | ||||||||
Common Stock [Member] | Conditional Share Purchase Agreement [Member] | Former Majority Shareholders [Member] | JGB Debt [Member] | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Exercise Price | $ 4.82 | ||||||||
Warrants issued | 1,296,679 | ||||||||
Common Stock [Member] | Subsequent Private Placement [Member] | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Exercise Price | $ 4 | $ 4.98 | |||||||
Common Stock [Member] | 2017 Public Offering [Member] | JGB Debt [Member] | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Exercise Price | $ 4.67 | $ 4.82 | |||||||
Warrants issued | 1,296,679 | 1,338,326 |
Stock Incentive Plans - Summary
Stock Incentive Plans - Summary of Option, Unvested RSU Activity under 2014 Equity Incentive Plan and 2016 Inducement Plan and Related Information (Detail) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Available for Grant, Beginning Balance | 156,429 |
Shares Available for Grant, Additional options authorized | 357,075 |
Shares Available for Grant, RSUs forfeited | 7,500 |
Shares Available for Grant, RSUs vested | 0 |
Shares Available for Grant, Options granted | (159,534) |
Shares Available for Grant, Options exercised | 0 |
Shares Available for Grant, Options forfeited | 17,792 |
Shares Available for Grant, Options expired | 1,817 |
Shares Available for Grant, Ending Balance | 293,299 |
Number of Shares, Beginning Balance | 1,941,473 |
Number of Shares, Additional options authorized | 0 |
Number of Shares, Options granted | 159,534 |
Number of Shares, Options exercised | (141,387) |
Number of Shares, Options forfeited | (17,792) |
Number of Shares, Options expired | (1,817) |
Number of Shares, Ending Balance | 1,940,011 |
Weighted-Average Exercise Price, Beginning Balance | $ / shares | $ 4.21 |
Weighted-Average Exercise Price, Additional options authorized | $ / shares | 0 |
Weighted-Average Exercise Price, Options granted | $ / shares | 3.61 |
Weighted-Average Exercise Price, Options exercised | $ / shares | 0.57 |
Weighted-Average Exercise Price, Options forfeited | $ / shares | 4.58 |
Weighted-Average Exercise Price, Options expired | $ / shares | 3.55 |
Weighted-Average Exercise Price, Ending Balance | $ / shares | $ 4.64 |
Number of RSU Shares, forfeited | (7,500) |
Restricted Stock Grants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Available for Grant | 8,846 |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Available for Grant | 78,934 |
Shares Available for Grant, RSUs forfeited | 7,500 |
Shares Available for Grant, RSUs vested | (69,556) |
Number of RSU Shares, Beginning Balance | 439,926 |
Number of RSU Shares, forfeited | (7,500) |
Number of RSU Shares, Ending Balance | 441,804 |
Weighted Average Grant- Date Fair Value, Unvested beginning balance | $ / shares | $ 4.39 |
Weighted- Average Grant Date Fair Value, RSUs granted | $ / shares | 6.31 |
Weighted- Average Grant Date Fair Value, RSUs forfeited | $ / shares | 5.20 |
Weighted- Average Grant Date Fair Value, RSUs vested | $ / shares | 4.24 |
Weighted Average Grant- Date Fair Value, Unvested ending balance | $ / shares | $ 4.79 |
Stock Incentive Plans - Additio
Stock Incentive Plans - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total intrinsic value of options exercised | $ 700,000 | ||
Share-based compensation expense, tax benefit recognized | 0 | ||
Share-based compensation costs, capitalized | 0 | ||
2014 Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate proceeds from the issuance of shares | $ 100,000 | $ 100,000 | |
Shares issued under ESPP | 52,612 | 34,176 | |
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Intrinsic value of RSUs | 800,000 | ||
Total unrecognized compensation costs related to stock options and RSUs | $ 1,600,000 | ||
Stock options and RSUs expected weighted average period | 2 years 2 months 1 day | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation costs related to stock options and RSUs | $ 1,900,000 | ||
Stock options and RSUs expected weighted average period | 6 years 10 months 6 days | ||
Intrinsic value of options | $ 3,200,000 |
Stock Incentive Plans - Summa71
Stock Incentive Plans - Summary of Options Outstanding Vested and Expected to Vest (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Shares, Vested | shares | 927,362 |
Number of Shares, Expected to vest | shares | 894,857 |
Number of Shares, Total | shares | 1,822,219 |
Weighted-average Exercise Price, Vested | $ / shares | $ 4.89 |
Weighted-average Exercise Price, Expected to vest | $ / shares | $ 4.41 |
Weighted-average Remaining Contractual Life (Years), Vested | 6 years 10 months 6 days |
Weighted-average Remaining Contractual Life (Years), Expected to vest | 8 years 2 months 19 days |
Aggregate Intrinsic Value, Vested | $ | $ 3,022 |
Aggregate Intrinsic Value, Expected to vest | $ | 3,188 |
Aggregate Intrinsic Value, Total | $ | $ 6,210 |
Stock Incentive Plans - Weighte
Stock Incentive Plans - Weighted-Average Assumptions Used to Estimated Fair Value of Share-Based Awards (Detail) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Shares of common stock subject to outstanding options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years | 6 years |
Expected volatility | 79.96% | |
Expected volatility, minimum | 53.07% | |
Expected volatility, maximum | 53.36% | |
Risk-free interest rate | 2.51% | |
Risk-free interest rate, minimum | 2.08% | |
Risk-free interest rate, maximum | 2.12% | |
Expected dividend yield | 0.00% | 0.00% |
Employee Stock Purchase Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 months | 6 months |
Expected volatility | 105.32% | 62.27% |
Risk-free interest rate | 1.61% | 0.65% |
Expected dividend yield | 0.00% | 0.00% |
Stock Incentive Plans - Summa73
Stock Incentive Plans - Summary of Expense Relating to Employee and Nonemployee Stock-Based Payment Awards from Stock Options and RSUs (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share based compensation, Total expensed | $ 706 | $ 391 |
Cost of testing [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share based compensation, Total expensed | 61 | 55 |
Research and Development Expense [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share based compensation, Total expensed | 213 | 64 |
Sales and marketing expense [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share based compensation, Total expensed | 64 | 38 |
General and administrative [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share based compensation, Total expensed | $ 368 | $ 234 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2018 | |
Income Taxes Disclosure [Line Items] | |||
Benefit for income taxes | $ 424 | $ 283 | |
Scenario Plan [Member] | |||
Income Taxes Disclosure [Line Items] | |||
GILTI tax rate | 10.50% |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2018USD ($)Segment | Mar. 31, 2017USD ($) | |
Segment Reporting [Abstract] | ||
Number of reportable segments | Segment | 2 | |
Intersegment sales | $ | $ 0 | $ 0 |
Segment Reporting - Operating R
Segment Reporting - Operating Results of Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 14,053 | $ 11,584 | |
Revenues- product revenue | 3,307 | 3,667 | |
Operating loss | (5,235) | (8,544) | |
Depreciation and amortization | 1,039 | 934 | |
Total assets | 78,952 | $ 83,565 | |
Post-Transplant [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 10,746 | 7,917 | |
Revenues-testing and license and other revenue | 10,746 | 7,917 | |
Operating loss | (3,195) | (5,459) | |
Depreciation and amortization | 329 | 262 | |
Total assets | 45,564 | 48,734 | |
Pre-Transplant [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 3,307 | 3,667 | |
Revenues- product revenue | 3,307 | 3,667 | |
Operating loss | (2,040) | (3,085) | |
Depreciation and amortization | 710 | $ 672 | |
Total assets | $ 33,388 | $ 34,831 |
Segment Reporting - Reportable
Segment Reporting - Reportable Revenues by Geographic Regions (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 14,053 | $ 11,584 |
Post-Transplant [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 10,746 | 7,917 |
Pre-Transplant [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 3,307 | 3,667 |
North America [Member] | Post-Transplant [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 10,729 | 7,902 |
North America [Member] | Pre-Transplant [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 929 | 1,000 |
Europe [Member] | Post-Transplant [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 17 | 15 |
Europe [Member] | Pre-Transplant [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,973 | 2,059 |
Australia [Member] | Post-Transplant [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | 0 |
Australia [Member] | Pre-Transplant [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 74 | 116 |
Rest of The World [Member] | Post-Transplant [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | 0 |
Rest of The World [Member] | Pre-Transplant [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 331 | $ 492 |
Segment Reporting - Long-Lived
Segment Reporting - Long-Lived Assets Consisting of Property and Equipment, Net by Geographic Regions (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 2,055 | $ 2,075 |
North America [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 1,256 | 1,206 |
Europe [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 713 | 776 |
Australia [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 86 | $ 93 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - USD ($) | May 08, 2018 | Apr. 17, 2018 |
Illumina [Member] | ||
Subsequent Event [Line Items] | ||
Initial payment under license agreement | $ 5,000,000 | |
Tranche B Term Loan [Member] | ||
Subsequent Event [Line Items] | ||
Fee payable equal to percentage of principal amount | 1.75% | |
Tranche B Term Loan [Member] | Tranche B Warrant [Member] | ||
Subsequent Event [Line Items] | ||
Warrant to purchase stock, shares | 93,333 | |
Term Loan Facility [Member] | ||
Subsequent Event [Line Items] | ||
Interest rate | 9.00% | |
Interest rate, description | The Term Loan accrues interest per annum at 9.00% (the “Applicable Margin”) plus the greater of the one-month LIBOR or 1.5%. | |
Interest rate basis spread | 1.50% | |
Debt instrument maturity date | Apr. 17, 2023 | |
Term Loan Facility [Member] | CareDx International AB [Member] | ||
Subsequent Event [Line Items] | ||
Debt secured assets and pledge equity interests percentage | 65.00% | |
Perceptive Credit Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Amount of fee paid | $ 262,500 | |
Increase in interest rate in case of default | 3.00% | |
Perceptive Credit Agreement [Member] | Tranche A Warrant [Member] | ||
Subsequent Event [Line Items] | ||
Warrant to purchase stock, shares | 140,000 | |
Warrant initial exercise price | $ 8.60 | |
Warrant termination date | Apr. 17, 2025 | |
Perceptive Credit Agreement [Member] | Tranche A Term Loan [Member] | ||
Subsequent Event [Line Items] | ||
Aggregate principal amount | $ 15,000,000 | |
Proceeds from term loan | 11,100,000 | |
Perceptive Credit Agreement [Member] | Tranche B Term Loan [Member] | ||
Subsequent Event [Line Items] | ||
Aggregate principal amount | $ 10,000,000 |