Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2016 | |
Document And Entity Information [Abstract] | |
Document Type | S-1/A |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2016 |
Trading Symbol | AIRG |
Entity Registrant Name | AIRGAIN INC |
Entity Central Index Key | 1,272,842 |
Entity Filer Category | Non-accelerated Filer |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | |||
Cash and cash equivalents | $ 16,826,304 | $ 5,335,913 | $ 3,590,745 |
Trade accounts receivable, net | 5,766,465 | 3,731,998 | 3,512,871 |
Inventory | 105,019 | 119,733 | |
Prepaid expenses and other current assets | 439,398 | 191,502 | 180,944 |
Total current assets | 23,137,186 | 9,379,146 | 7,284,560 |
Property and equipment, net | 945,007 | 1,026,784 | 1,352,664 |
Goodwill | 1,249,956 | 1,249,956 | |
Customer relationships, net | 2,901,668 | 3,137,918 | |
Intangible assets, net | 305,315 | 345,069 | |
Other assets | 96,119 | 121,541 | 95,834 |
Total assets | 28,635,251 | 15,260,414 | 8,733,058 |
Current liabilities: | |||
Accounts payable | 4,183,395 | 2,873,471 | 2,413,579 |
Accrued bonus | 1,142,243 | 1,335,500 | 819,091 |
Accrued liabilities | 796,033 | 660,987 | 284,671 |
Deferred purchase price | 1,000,000 | 1,000,000 | |
Current portion of long-term notes payable | 1,463,300 | 1,625,030 | 273,197 |
Current portion of deferred rent obligation under operating lease | 81,332 | 81,332 | 81,332 |
Total current liabilities | 8,666,303 | 7,576,320 | 3,871,870 |
Preferred stock warrant liability | 709,504 | 809,974 | |
Long-term notes payable | 1,666,667 | 2,721,865 | 346,873 |
Deferred tax liability | 7,900 | ||
Deferred rent obligation under operating lease | 478,592 | 558,641 | 650,123 |
Total liabilities | 10,819,462 | 11,566,330 | 5,678,840 |
Stockholders' equity (deficit): | |||
Common shares, par value $0.0001, 55,000,000, 80,000,000 and 200,000,000 shares authorized at December 31, 2014, December 31, 2015 and September 30, 2016 (unaudited), respectively; 625,282 shares issued and outstanding at December 31, 2014, 665,842 shares issued and outstanding at December 31, 2015, and 7,577,525 shares issued and outstanding at September 30, 2016 (unaudited) | 758 | 1,094,375 | 1,017,003 |
Additional paid in capital | 62,540,825 | ||
Note to employee | (266,282) | ||
Accumulated deficit | (44,725,794) | (46,475,746) | (44,389,408) |
Total stockholders' equity (deficit) | 17,815,789 | (39,412,822) | (37,670,138) |
Commitments and contingencies (note 12) | |||
Total liabilities, preferred redeemable convertible stock and stockholders' equity (deficit) | $ 28,635,251 | 15,260,414 | 8,733,058 |
Series E Preferred Redeemable Convertible Stock | |||
Preferred redeemable convertible stock: | |||
Preferred redeemable convertible stock, value | 16,274,823 | 15,545,786 | |
Series F Preferred Redeemable Convertible Stock | |||
Preferred redeemable convertible stock: | |||
Preferred redeemable convertible stock, value | 10,517,081 | 10,024,707 | |
Series G Preferred Redeemable Convertible Stock | |||
Preferred redeemable convertible stock: | |||
Preferred redeemable convertible stock, value | 16,315,002 | 15,153,863 | |
Series A Preferred Convertible Stock | |||
Stockholders' equity (deficit): | |||
Preferred convertible stock, value | 976,000 | 976,000 | |
Series B Preferred Convertible Stock | |||
Stockholders' equity (deficit): | |||
Preferred convertible stock, value | 2,457,253 | 2,457,253 | |
Series C Preferred Convertible Stock | |||
Stockholders' equity (deficit): | |||
Preferred convertible stock, value | 549,010 | 549,010 | |
Series D Preferred Convertible Stock | |||
Stockholders' equity (deficit): | |||
Preferred convertible stock, value | $ 1,986,286 | $ 1,986,286 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 80,000,000 | 55,000,000 |
Common stock, shares issued | 7,577,525 | 665,842 | 625,282 |
Common stock, shares outstanding | 7,577,525 | 665,842 | 625,282 |
Series E Preferred Redeemable Convertible Stock | |||
Preferred redeemable convertible stock, shares authorized | 10,500,000 | 10,500,000 | |
Preferred redeemable convertible stock, shares issued | 0 | 8,202,466 | 8,202,466 |
Preferred redeemable convertible stock, shares outstanding | 0 | 8,202,466 | 8,202,466 |
Preferred redeemable convertible stock, liquidation preference | $ 0 | $ 16,274,823 | $ 15,545,786 |
Series F Preferred Redeemable Convertible Stock | |||
Preferred redeemable convertible stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred redeemable convertible stock, shares issued | 0 | 4,734,374 | 4,734,374 |
Preferred redeemable convertible stock, shares outstanding | 0 | 4,734,374 | 4,734,374 |
Preferred redeemable convertible stock, liquidation preference | $ 0 | $ 10,517,081 | $ 10,024,707 |
Series G Preferred Redeemable Convertible Stock | |||
Preferred redeemable convertible stock, shares authorized | 23,500,000 | 23,500,000 | |
Preferred redeemable convertible stock, shares issued | 0 | 10,334,862 | 10,118,516 |
Preferred redeemable convertible stock, shares outstanding | 0 | 10,334,862 | 10,118,516 |
Preferred redeemable convertible stock, liquidation preference | $ 0 | $ 17,987,553 | $ 16,770,164 |
Series A Preferred Convertible Stock | |||
Preferred convertible stock, shares authorized | 313,500 | 313,500 | |
Preferred convertible stock, shares issued | 0 | 313,500 | 313,500 |
Preferred convertible stock, shares outstanding | 0 | 313,500 | 313,500 |
Preferred convertible stock, liquidation preference | $ 0 | $ 2,416,194 | $ 2,328,354 |
Series B Preferred Convertible Stock | |||
Preferred convertible stock, shares authorized | 1,183,330 | 1,183,330 | |
Preferred convertible stock, shares issued | 0 | 1,157,606 | 1,157,606 |
Preferred convertible stock, shares outstanding | 0 | 1,157,606 | 1,157,606 |
Preferred convertible stock, liquidation preference | $ 0 | $ 5,081,890 | $ 5,081,890 |
Series C Preferred Convertible Stock | |||
Preferred convertible stock, shares authorized | 682,000 | 682,000 | |
Preferred convertible stock, shares issued | 0 | 682,000 | 682,000 |
Preferred convertible stock, shares outstanding | 0 | 682,000 | 682,000 |
Preferred convertible stock, liquidation preference | $ 0 | $ 682,000 | $ 682,000 |
Series D Preferred Convertible Stock | |||
Preferred convertible stock, shares authorized | 4,276,003 | 4,276,003 | |
Preferred convertible stock, shares issued | 0 | 4,091,068 | 4,091,068 |
Preferred convertible stock, shares outstanding | 0 | 4,091,068 | 4,091,068 |
Preferred convertible stock, liquidation preference | $ 0 | $ 4,516,013 | $ 4,316,451 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||||||
Sales | $ 12,439,279 | $ 6,668,732 | $ 30,807,902 | $ 18,459,590 | $ 27,793,073 | $ 25,509,572 |
Cost of goods sold | 6,862,992 | 3,893,657 | 17,007,228 | 10,657,495 | 16,148,163 | 14,132,357 |
Gross Profit | 5,576,287 | 2,775,075 | 13,800,674 | 7,802,095 | 11,644,910 | 11,377,215 |
Operating expenses: | ||||||
Research and development | 1,432,581 | 1,075,228 | 4,096,670 | 3,099,080 | 4,257,400 | 3,311,337 |
Sales and marketing | 1,453,391 | 940,155 | 4,078,250 | 2,840,514 | 4,035,591 | 3,516,095 |
General and administrative | 1,459,993 | 830,723 | 3,304,790 | 2,393,433 | 3,453,288 | 2,972,257 |
IPO cost | 229,332 | 726,926 | ||||
Total operating expenses | 4,345,965 | 2,846,106 | 11,479,710 | 8,333,027 | 11,975,611 | 10,526,615 |
Income (loss) from operations | 1,230,322 | (71,031) | 2,320,964 | (530,932) | (330,701) | 850,600 |
Other expense (income): | ||||||
Interest income | (1,735) | (1,735) | ||||
Interest expense | 41,735 | 7,311 | 141,505 | 25,000 | 39,489 | 42,692 |
Fair market value adjustment - warrants | (78,833) | (460,289) | (336,971) | (85,325) | (2,747,570) | |
Exercise and expiration of warrants | (15,145) | (38,993) | ||||
Total other expense (income) | 40,000 | (71,522) | (320,519) | (311,971) | (60,981) | (2,743,871) |
Income (loss) before income taxes | 1,190,322 | 491 | 2,641,483 | (218,961) | (269,720) | 3,594,471 |
Provision (benefit) for income taxes | 7,278 | (178) | 8,078 | 9,222 | 622 | 6,171 |
Net income (loss) | 1,183,044 | 669 | 2,633,405 | (228,183) | (270,342) | 3,588,300 |
Accretion of dividends on preferred convertible stock | (322,170) | (617,493) | (1,537,021) | (1,827,461) | (2,444,954) | (2,431,836) |
Net income (loss) attributable to common stockholders | $ 860,874 | $ (616,824) | $ 1,096,384 | $ (2,055,644) | $ (2,715,296) | $ 1,156,464 |
Net income (loss) per share: | ||||||
Basic | $ 0.21 | $ (0.93) | $ 0.59 | $ (3.18) | $ (4.17) | $ 2.08 |
Diluted | $ 0.16 | $ (1.05) | $ 0.25 | $ (3.70) | $ (4.30) | $ (2.86) |
Weighted average shares used in calculating income (loss) per share | ||||||
Basic | 4,133,020 | 662,415 | 1,849,647 | 646,877 | 651,593 | 555,805 |
Diluted | 6,689,332 | 662,415 | 3,103,784 | 646,877 | 651,593 | 555,805 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) | Total | Preferred Convertible Stock | Common Stock | Additional Paid-in Capital | Notes to Employee | Accumulated Deficit |
Beginning balance at Dec. 31, 2013 | $ (39,505,672) | $ 5,968,549 | $ 1,016,783 | $ (46,491,004) | ||
Beginning balance, shares at Dec. 31, 2013 | 6,244,174 | 380,566 | ||||
Stock-based compensation | 657,730 | $ 657,730 | ||||
Shares issued pursuant to stock awards | $ 244,616 | |||||
Exercise of stock options | $ 220 | $ 220 | ||||
Exercise of stock options, shares | 100 | 100 | ||||
Change in note to employee | $ (266,282) | $ (266,282) | ||||
Effect of accretion to redemption value | (2,144,434) | (657,730) | (1,486,704) | |||
Net income | 3,588,300 | 3,588,300 | ||||
Ending balance at Dec. 31, 2014 | (37,670,138) | $ 5,968,549 | $ 1,017,003 | (266,282) | (44,389,408) | |
Ending balance, shares at Dec. 31, 2014 | 6,244,174 | 625,282 | ||||
Stock-based compensation | 341,554 | 341,554 | ||||
Shares issued pursuant to stock awards | $ 16,300 | |||||
Exercise of stock options | $ 77,372 | $ 77,372 | ||||
Exercise of stock options, shares | 24,260 | 24,260 | ||||
Change in note to employee | $ 266,282 | $ 266,282 | ||||
Effect of accretion to redemption value | (2,157,550) | (341,554) | (1,815,996) | |||
Net income | (270,342) | (270,342) | ||||
Ending balance at Dec. 31, 2015 | (39,412,822) | $ 5,968,549 | $ 1,094,375 | (46,475,746) | ||
Ending balance, shares at Dec. 31, 2015 | 6,244,174 | 665,842 | ||||
Stock-based compensation | 224,039 | 224,039 | ||||
Conversion of warrants | 249,215 | 249,215 | ||||
Conversion of warrants, shares | 127,143 | |||||
Exercise of stock options | $ 112,100 | $ 112,100 | ||||
Exercise of stock options, shares | 46,500 | 46,500 | ||||
Effect of accretion to redemption value | $ (1,356,707) | (473,254) | (883,453) | |||
Change in par value from no par value to $0.0001 | $ (1,206,391) | 1,206,391 | ||||
Issuance of common stock upon initial public offering, net of issuance costs | 10,776,729 | $ 170 | 10,776,559 | |||
Issuance of common stock upon initial public offering, net of issuance costs, shares | 1,700,100 | |||||
Issuance of warrants | 126,217 | 126,217 | ||||
Conversion of preferred redeemable convertible stock to common stock upon initial public offering | 44,463,613 | $ 378 | 44,463,235 | |||
Conversion of preferred redeemable convertible stock to common stock upon initial public offering, shares | 3,778,753 | |||||
Conversion of preferred convertible stock to common stock upon initial public offering | $ (5,968,549) | $ 126 | 5,968,423 | |||
Conversion of preferred convertible stock to common stock upon initial public offering, shares | (6,244,174) | 1,259,187 | ||||
Net income | 2,633,405 | 2,633,405 | ||||
Ending balance at Sep. 30, 2016 | $ 17,815,789 | $ 758 | $ 62,540,825 | $ (44,725,794) | ||
Ending balance, shares at Sep. 30, 2016 | 7,577,525 |
Statements of Stockholders' Eq6
Statements of Stockholders' Equity (Deficit) (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Stockholders' Equity [Abstract] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ 2,633,405 | $ (228,183) | $ (270,342) | $ 3,588,300 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation | 357,425 | 343,529 | 458,734 | 371,603 |
Amortization | 276,004 | 0 | 14,013 | 0 |
Fair market value adjustment - warrants | (460,289) | (336,971) | (85,325) | (2,747,570) |
Exercise and expiration of warrants | (15,145) | (38,993) | ||
Stock-based compensation | 224,039 | 310,719 | 341,554 | 657,730 |
Forgiveness of note to employee | 266,282 | |||
Gain on disposal of fixed assets | (25,441) | |||
Changes in operating assets and liabilities: | ||||
Trade accounts receivable | (2,034,467) | 127,128 | 210,140 | (90,942) |
Inventory | 14,714 | (136,068) | (119,733) | |
Prepaid expenses and other assets | (214,574) | 25,411 | (36,265) | 2,408 |
Accounts payable | 1,309,924 | (77,163) | 298,918 | 173,896 |
Accrued bonus | (193,257) | (156,966) | 516,409 | (119,841) |
Accrued liabilities | 135,046 | 188,010 | 361,067 | (337,354) |
Deferred obligation under operating lease | (80,049) | (68,717) | (91,482) | 214,578 |
Net cash provided by (used in) operating activities | 1,967,921 | (9,271) | 1,848,825 | 1,648,374 |
Cash flows from investing activities: | ||||
Cash paid for acquisition | (4,000,000) | |||
Purchases of property and equipment | (275,649) | (93,455) | (132,854) | (984,697) |
Proceeds from sale of equipment | 34,786 | |||
Net cash used in investing activities | (275,649) | (93,455) | (4,132,854) | (949,911) |
Cash flows from financing activities: | ||||
Proceeds from notes payable | 4,000,000 | 500,000 | ||
Repayment of notes payable | (1,216,928) | (203,169) | (273,175) | (129,930) |
Proceeds from initial public offering | 13,600,800 | |||
Costs related to initial public offering | (2,697,853) | |||
Proceeds from exercise of warrant | 225,000 | 225,000 | ||
Issuance of note to employee | (266,282) | |||
Proceeds from exercise of stock options | 112,100 | 77,372 | 77,372 | 220 |
Net cash provided by financing activities | 9,798,119 | 99,203 | 4,029,197 | 104,008 |
Net increase (decrease) in cash and cash equivalents | 11,490,391 | (3,523) | 1,745,168 | 802,471 |
Cash, beginning of period | 5,335,913 | 3,590,745 | 3,590,745 | 2,788,274 |
Cash, end of period | 16,826,304 | 3,587,222 | 5,335,913 | 3,590,745 |
Supplemental disclosure of cash flow information | ||||
Interest paid | 141,505 | 25,000 | 39,489 | 42,692 |
Income taxes paid | 6,171 | 10,786 | ||
Supplemental disclosure of non-cash investing and financing activities: | ||||
Accretion of Series E, F, and G preferred redeemable convertible stock to redemption amount | 1,356,707 | $ 1,612,500 | $ 2,157,550 | 2,144,434 |
Property and equipment acquired through lease incentives | $ 650,100 | |||
Conversion of warrants | 249,215 | |||
Conversion of preferred stock into common stock | 50,432,161 | |||
Issuance of warrants to underwriters in connection with initial public offering | $ 126,217 |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | (1) Significant Accounting Policies (a) Description of Business Airgain, Inc. (the Company) was incorporated in the State of California on March 20, 1995, and reincorporated in the State of Delaware on August 15, 2016. The Company is a leading provider of embedded antenna technologies used to enable high performance wireless networking across a broad range of home, enterprise, and industrial devices. The Company designs, develops, and engineers its antenna products for original equipment and design manufacturers worldwide. The Company’s main office is in San Diego, California with office space and research facilities in San Diego, California, Taipei, Taiwan, Shenzhen and Jiangsu, China and Cambridgeshire, United Kingdom. (b) Unaudited Interim Financial Information The accompanying interim balance sheet as of September 30, 2016, the interim statements of operations for the three and nine months ended September 30, 2015 and 2016, the interim statements of cash flows for the nine months ended September 30, 2015 and 2016, and the interim statement of stockholders’ equity (deficit) for the nine months ended September 30, 2016 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in management’s opinion, reflect all adjustments, which include only normal recurring adjustments, that management believes are necessary to present fairly the Company’s financial position as of September 30, 2016, the results of operations for the three and nine months ended September 30, 2015 and 2016, and cash flows for the nine months ended September 30, 2015 and 2016. The financial data and other information disclosed in these notes to the financial statements as of and for the three and nine months ended September 30, 2015 and 2016 are unaudited. The results of operations during the three and nine months ended September 30, 2016 are not indicative of the results to be expected for the entire year ending December 31, 2016 or for any future period. (c) Segment Information The Company’s operations are located primarily in the United States, and most of its assets are located in San Diego, California. The Company operates in one segment related to the sale of antenna products. The Company’s chief operating decision-maker is its chief executive officer, who reviews operating results on an aggregate basis and manages the Company’s operations as a single operating segment. (d) Cash and Cash Equivalents For purposes of financial statement presentation, the Company classifies all highly liquid financial instruments with an original maturity of three months or less when purchased to be cash equivalents. At times, the Company has had cash and cash equivalents deposited at financial institutions in excess of federally insured deposit limits. However, cash is held on deposit at major financial institutions and is considered subject to minimal credit risk. To date, the Company has not realized any losses on its cash and cash equivalents. (e) Trade Accounts Receivable Trade accounts receivable is adjusted for all known uncollectible accounts. The policy for determining when receivables are past due or delinquent is based on the contractual terms agreed upon. Accounts are written off once all collection efforts have been exhausted. An allowance for doubtful accounts is established when, in the opinion of management, collection of the account is doubtful. The allowance for doubtful accounts was $0 as of December 31, 2014, December 31, 2015 and September 30, 2016 (unaudited). (f) Inventory The vast majority of the Company’s products are manufactured by third parties that retain ownership of the inventory until title is transferred to the customer at the shipping point. In certain instances, shipping terms are delivery at place and the Company is responsible for arranging transportation and delivery of goods ready for unloading at the named place. The Company bears all risk involved in bringing the goods to the named place and records the related inventory in transit to the customer as inventory on the accompanying balance sheet. Inventory is stated at the lower of cost or market. Cost is determined using the first-in, first-out method (FIFO). (g) Property and Equipment Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, generally three years. The estimated useful lives for leasehold improvements are the estimated useful life of the asset or lease term, if shorter. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. (h) Goodwill Goodwill, which has an indefinite useful life, represents the excess of cost over fair value of net assets acquired. The change in the carrying value of goodwill during the year ended December 31, 2015, was due to a current acquisition. The Company reviews goodwill for impairment annually on December 1 st (i) Long-lived Assets The Company’s identifiable intangible assets are comprised of acquired developed technologies, customer relationships and non-compete agreements. The cost of the identifiable intangible assets with finite lives is amortized on a straight-line basis over the assets’ respective estimated useful lives. The Company periodically re-evaluates the original assumptions and rationale utilized in the establishment of the carrying value and estimated lives of long-lived assets and finite-lived intangible assets. Long-lived assets and finite-lived intangibles are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an asset is considered to be impaired, the impairment recognized is equal to the amount by which the carrying value of the asset exceeds its fair value. (j) Revenue Recognition The Company generates revenue primarily from the sale of its antenna products. The Company recognizes revenue when products are shipped and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is reasonably assured, persuasive evidence of an arrangement exists, and the sales price is fixed or determinable. Title and risk of loss transfer to customers either when the products are shipped to or received by the customer, based on the terms of the specific agreement with the customer. A portion of the Company’s sales are made through distributors under agreements allowing for pricing credits and/or rights of return under certain circumstances. To date, pricing credits and returns under these provisions have been insignificant; accordingly, the Company recognizes revenue upon shipment to the distributor and the Company’s allowance for sales returns and pricing credits was insignificant as of December 31, 2014, December 31, 2015 and September 30, 2016 (unaudited). (k) Shipping and Transportation Costs Shipping and other transportation costs are expensed as incurred. Shipping and other transportation costs were $154,025 and $221,974 for the years ended December 31, 2014 and 2015, respectively, $56,564 and $84,548 for the three months ended September 30, 2015 and 2016 (unaudited), respectively and $141,764 and $208,454 for the nine months ended September 30, 2015 and 2016 (unaudited), respectively. These costs are included in general and administrative expenses in the accompanying statements of operations. (l) Research and Development Costs Costs incurred in connection with research and development are expensed as incurred. (m) Income Taxes The Company records income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. When applicable, a valuation allowance is established to reduce any deferred tax asset when it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in general and administrative expenses. The Company uses the with-and-without approach, disregarding indirect tax impacts, for determining the period in which tax benefits for excess share-based deductions are recognized. (n) Stock-Based Compensation The Company recognizes all employee stock-based compensation as a cost in the financial statements. Equity classified awards are measured at the grant-date fair value of the award. The Company estimates the grant-date fair value using the Black-Scholes-Merton option-pricing model. The impact of forfeitures that may occur prior to vesting is also estimated and considered in the amount recognized for all stock-based compensation. Compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. Stock-based compensation expense for the years ended December 31, 2014 and 2015 was $657,730 and $341,554, respectively, for the three months ended September 30, 2015 and 2016 (unaudited) was $29,424 and $111,872 respectively, and for the nine months ended September 30, 2015 and 2016 (unaudited) was $310,718 and $224,039, respectively. (o) Preferred Redeemable Convertible Stock Prior to the initial public offering the Company had Series E, F, and G preferred redeemable convertible stock (collectively, Senior Preferred Stock). As these securities were redeemable for cash at the option of the holders, they were excluded from stockholders’ equity and presented as temporary equity in the accompanying balance sheets. At any time after May 2013, but within ninety days after the receipt of a written request from the holders of not less than 66 2/3% of the then outstanding Senior Preferred Stock, all shares of the Senior Preferred Stock could be redeemed at the original issue price plus any accrued and unpaid dividends in two annual installments. At least one of the Company’s two largest shareholders would have needed to vote in favor of redemption to meet the 66 2/3% requirement. The Company obtained written commitments from these two shareholders committing that neither shareholder would vote in favor of redemption prior to January 1, 2018. As only the passage of time is required for Senior Preferred Stock to be redeemable, the Company adjusted the carrying value of the Senior Preferred Stock to its redemption value at each balance sheet date. In connection with the completion of the IPO, all outstanding shares of the Company’s preferred redeemable convertible stock automatically converted into shares of common stock. In addition, the company issued shares of its common stock in satisfaction of accumulated dividends on such preferred stock as of the completion of the IPO. (p) Preferred Stock Warrant Liability As of December 31, 2015 and 2014, the Company had issued freestanding warrants exercisable to purchase shares of its Series G preferred redeemable convertible stock. These warrants were classified as a liability in the accompanying consolidated balance sheets, as the terms for redemption of the underlying security were outside the Company’s control. The warrants were recorded at fair value using a combination of an option pricing model and current value model under the probability-weighted return method. The fair value of all warrants were remeasured at each balance sheet date with any changes in fair value being recognized in the statement of operations. In May 2016, the warrants were amended such that the warrants became immediately exercisable into shares of the Company’s common stock. Concurrent with such amendment, the holders of the outstanding warrants elected to net exercise the warrants, and the Company issued an aggregate of 127,143 shares of common stock. (q) Fair Value Measurements The carrying values of the Company’s financial instruments, including cash, trade accounts receivable, accounts payable, and accrued liabilities approximate their fair values due to the short maturity of these instruments. Fair value measurements are market-based measurements, not entity-specific measurements. Therefore, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. The Company follows a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below: • Level 1: Quoted prices in active markets for identical assets or liabilities. • Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. • Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable in active markets. The following table provides a summary of the recognized liabilities carried at fair value on a recurring basis: Balance as of December 31, 2014 Level 1 Level 2 Level 3 Liabilities: Warrant liability (note 10) $ — — 809,974 Balance as of December 31, 2015 Level 1 Level 2 Level 3 Liabilities: Warrant liability (note 10) $ — — 709,504 Balance as of September 30, 2016 (unaudited) Level 1 Level 2 Level 3 Liabilities: Warrant liability (note 10) $ — — — The Company’s accounting policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. There were no transfers into or out of Level 1, Level 2, or Level 3 for the years ended December 31, 2014 and December 31, 2015 and the nine months ended September 30, 2016 (unaudited). The following table provides a rollforward of the Company’s Level 3 fair value measurements during the years ended December 31, 2014 and December 31, 2015 and the nine months ended September 30, 2016 (unaudited), which consist of the Company’s warrant liability: Balance at December 31, 2013 $ 3,596,537 Change in fair value of warrant liability (2,747,570 ) Exercise and expiration of warrants (38,993 ) Balance at December 31, 2014 809,974 Change in fair value of warrant liability (85,325 ) Exercise and expiration of warrants (15,145 ) Balance at December 31, 2015 709,504 Change in fair value of warrant liability (unaudited) (460,289 ) Conversion of warrants (unaudited) (249,215 ) Balance at September 30, 2016 (unaudited) $ — Due to the inherent uncertainty of determining the fair value of assets and liabilities that do not have a readily available market value, the fair value of the warrant liability may fluctuate from period to period. Additionally, the fair value of the liability may differ significantly from the values that would have been used had a ready market existed for such liabilities. (r) Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include valuation of the preferred redeemable convertible stock warrant liability, stock-based compensation and intangible assets. (s) Comprehensive Income (Loss) The Company had no other transactions or activity, other than net income (loss), that would be considered as part of comprehensive income (loss). (t) Net Income or Loss Per Share Basic net income or loss per share is calculated by dividing net income or loss available to common stockholders by the weighted average shares of common stock outstanding for the period. Diluted net income or loss per share is calculated by dividing net income or loss by the weighted average shares of common stock outstanding for the period plus amounts representing the dilutive effect of securities that are convertible into common stock. Preferred dividends are deducted from net income or loss in arriving at net income or loss attributable to common stockholders. The Company calculates diluted earnings or loss per common share using the treasury stock method and the as-if-converted method, as applicable. The following table presents the computation of net income or loss per share: Years Ended December 31, Three Months Ended September 30, Nine Months Ended September 30, 2014 2015 2015 2016 2015 2016 (unaudited) (unaudited) Numerator: Net income (loss) $ 3,588,300 $ (270,342 ) $ 669 $ 1,183,044 $ (228,183 ) $ 2,633,405 Accretion of dividends on preferred stock (2,431,836 ) (2,444,954 ) (617,493 ) (322,170 ) (1,827,461 ) (1,537,021 ) Net income (loss) attributable to common stockholders -basic $ 1,156,464 $ (2,715,296 ) $ (616,824 ) $ 860,874 $ (2,055,644 ) $ 1,096,384 Accretion of dividends on preferred stock — — — 186,868 — 125,205 Adjustment for change in fair value of warrant liability (2,747,570 ) (85,325 ) (78,833 ) — (336,971 ) (460,289 ) Net income (loss) attributable to common stockholders -diluted $ (1,591,106 ) $ (2,800,621 ) $ (695,657 ) $ 1,047,742 $ (2,392,615 ) $ 761,300 Denominator: Weighted average common shares outstanding Basic 555,805 651,593 662,415 4,133,020 646,877 1,849,647 Diluted 555,805 651,593 662,415 6,689,332 646,877 3,103,784 Net income (loss) per share: Basic $ 2.08 $ (4.17 ) $ (0.93 ) $ 0.21 $ (3.18 ) $ 0.59 Diluted $ (2.86 ) $ (4.30 ) $ (1.05 ) $ 0.16 $ (3.70 ) $ 0.25 Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Years Ended December 31, Three Months Ended September 30, Nine Months Ended September 30, 2014 2015 2015 2016 2015 2016 (unaudited) (unaudited) Preferred redeemable convertible stock, including accumulated dividends 4,653,197 4,891,205 4,836,572 788,074 4,781,940 3,253,254 Employee stock options 504,550 756,692 1,107,929 — 1,107,929 — Warrants outstanding — — — 51,003 — 51,003 Series G preferred stock warrants outstanding 809,972 788,338 788,338 — 788,338 — Total 5,967,719 6,436,235 6,732,839 839,077 6,678,207 3,304,257 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | (2) Property and Equipment Depreciation and amortization of property and equipment is calculated on the straight-line method based on estimated useful lives of six to ten years for tenant improvements, and three years for all other property and equipment. Property and equipment consist of the following: December 31, September 30, 2016 2014 2015 (unaudited) Lab equipment 1,211,476 1,284,626 1,314,060 Computer equipment 166,149 182,266 165,415 Computer software 289,278 302,549 299,227 Furniture and fixtures 178,886 184,233 184,233 Tenant improvements 738,930 763,898 763,898 Other office equipment 38,753 38,753 20,591 2,623,472 2,756,325 2,747,424 Less accumulated depreciation (1,270,808 ) (1,729,541 ) (1,802,417 ) 1,352,664 1,026,784 945,007 Depreciation expense was $371,603 and $458,734 for the years ended December 31, 2014 and 2015, respectively, and $114,168, $121,070, $343,529 and $357,425 for the three and nine months ended September 30, 2015 and 2016 (unaudited), respectively. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | (3) Acquisitions On December 17, 2015, the Company executed and entered into an asset purchase agreement for certain North American assets of Skycross, Inc., a manufacturer of advanced antenna and radio-frequency solutions. As a result of the acquisition, the Company expects to benefit from the acquisition primarily through the addition of new customers. The goodwill of $1,249,956 arising from the acquisition relates to expected synergies and cost reductions through economies of scale. The amount of goodwill expected to be deductible for tax purposes is $1,249,956. In addition to the $4.0 million paid up front, the purchase price also includes a contingent consideration arrangement. The $1.0 million of deferred consideration is payable upon the later of (i) the expiration of the Transition Services Agreement between the Company and Skycross, Inc. which defines transition services to be provided by Skycross to the Company, and (ii) the date on which the Company has received copies of third party approvals with respect to each customer and program that was purchased. The potential undiscounted amount of all future payments that could be required to be paid under the contingent consideration arrangement is between $0 and $1.0 million. The fair value of the contingent consideration was estimated by applying the income approach. The income approach is based on estimating the value of the present worth of future net cash flow. The following table summarizes the consideration paid and the estimated fair value of the assets acquired and liabilities assumed at the acquisition date. Consideration: Cash $ 4,000,000 Contingent consideration arrangement 1,000,000 Fair value of total consideration transferred $ 5,000,000 Recognized amounts of identifiable assets acquired and liabilities assumed: Accounts receivable $ 429,267 Intangible assets 3,497,000 Current liabilities (176,223 ) Total identifiable net assets acquired 3,750,044 Goodwill 1,249,956 Total $ 5,000,000 The fair value of accounts receivable is $429,267. The contingent consideration of $1.0 million is included in the deferred purchase price balance on the accompanying balance sheets as of December 31, 2015 and September 30, 2016 (unaudited), respectively. Revenue associated with the acquired Skycross assets since the date of acquisition was $0.2 million, $1.4 million and $3.7 million for the year ended December 31, 2015 and for the three and nine months ended September 30, 2016 (unaudited), respectively. Cost of goods sold associated with the acquired Skycross assets since the date of acquisition was $0.1 million, $0.5 million and $1.3 million for the year ended December 31, 2015 and for the three and nine months ended September 30, 2016 (unaudited), respectively. The acquired assets were not managed as a discrete business by the previous owner. Accordingly, the historical financial information for the assets acquired was impracticable to obtain, and inclusion of pro forma information would require the Company to make estimates and assumptions regarding these assets’ historical financial results that may not be reasonable or accurate. As a result, pro forma results are not presented. It is not practicable to determine net income included in the Company’s operating results relating to Skycross assets since the date of acquisition because the assets have been fully integrated into the Company’s operations, and the operating results of the Skycross assets can therefore not be separately identified. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | (4) Goodwill Changes to the Company’s goodwill balance during the year ended December 31, 2015 and during the nine months ended September 30, 2016 (unaudited) are as follows: Balance at December 31, 2014 $ — Current period acquisition 1,249,956 Balance at December 31, 2015 $ 1,249,956 Current period adjustments (unaudited) — Balance at September 30, 2016 (unaudited) $ 1,249,956 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | (5) Intangible Assets The following is a summary of the Company’s acquired intangible assets: December 31, 2015 Weighted Gross Accumulated Intangibles, Developed technologies 10 $ 280,000 $ 1,074 $ 278,926 Customer relationships 10 3,150,000 12,082 3,137,918 Non-compete agreement 3 67,000 857 66,143 Total intangible assets, net 10 $ 3,497,000 $ 14,013 $ 3,482,987 September 30, 2016 (unaudited) Weighted Gross Accumulated Intangibles, Developed technologies 5 $ 280,000 $ 24,078 $ 255,922 Customer relationships 10 3,150,000 248,332 2,901,668 Non-compete agreement 3 67,000 17,607 49,393 Total intangible assets, net 10 $ 3,497,000 $ 290,017 $ 3,206,983 During the nine months ended September 30, 2016, the Company re-evaluated the useful life of the developed technologies intangible asset and determined the useful life should be reduced from 10 years to 5 years. The estimated annual amortization of intangible assets for the next five years and thereafter is shown in the following table. Actual amortization expense to be reported in future periods could differ from these estimates as a results of acquisitions, divestitures, asset impairments, among other factors. Amortization expense was $0 and $14,013 for the years ended December 31, 2014 and 2015, $0 and $93,338 for the three months ended September 30, 2015 and 2016 (unaudited), respectively, and $0 and $276,004 for the nine months ended September 30, 2015 and 2016 (unaudited), respectively. Year Ending December 31, September 30, (unaudited) 2016 $ 365,333 $ 97,346 2017 365,333 389,385 2018 364,477 388,529 2019 343,000 367,052 2020 343,000 366,333 Thereafter 1,701,844 1,598,338 Total $ 3,482,987 $ 3,206,983 |
Long-term Notes Payable (includ
Long-term Notes Payable (including current portion) and Line of Credit | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-term Notes Payable (including current portion) and Line of Credit | (6) Long-term Notes Payable (including current portion) and Line of Credit In June 2012, the Company amended its line of credit with Silicon Valley Bank. The amended revolving line of credit facility allows for an advance up to $3.0 million. The facility bears an interest rate of prime (3.5% as of December 31, 2015) plus 1.25%. The revolving facility is available as long as the Company maintains a liquidity ratio of cash and cash equivalents plus accounts receivable to outstanding debt under the facility of 1.25 to 1.00; otherwise, the facility reverts to its previous eligible receivables financing arrangement. The amended facility matures in April 2018. The bank has a first security interest in all the Company’s assets excluding intellectual property, for which the bank has received a negative pledge. There was no balance owed on the line of credit as of December 31, 2014, December 31, 2015 and September 30, 2016 (unaudited). In December 2013, the Company further amended its revolving line of credit under the amended and restated loan and security with Silicon Valley Bank to include a growth capital term loan of up to $750,000. The growth capital term loan requires interest only payments through June 30, 2014 at which point it is to be repaid in 32 equal monthly installments of interest and principal. The growth capital term loan matures on February 1, 2017, at which time all unpaid principal and accrued and unpaid interest is due. The growth capital term loan interest rate is 6.5%. The Company must maintain a liquidity ratio of cash and cash equivalents plus accounts receivable to outstanding debt under the facility of greater than or equal to 1.00 to 1.00. As of December 31, 2014, December 31, 2015 and September 30, 2016 (unaudited), $620,070, $346,895 and $129,967 was outstanding under this loan, respectively. The remaining principal payments subsequent to December 31, 2015 and September 30, 2016 (unaudited) are as follows: December 31, September 30, Year ending: 2016 $ 291,697 $ 74,747 2017 55,198 55,220 $ 346,895 $ 129,967 In December 2015, the Company amended its loan and security agreement with Silicon Valley Bank to include a term loan in the amount of $4.0 million. The loan requires 36 monthly installments of interest and principal. The loan matures on December 1, 2018. The loan agreement requires the Company to maintain a liquidity ratio of 1.25 to 1.00 as of the last day of each month and a minimum EBITDA, measured as of the last day of each fiscal quarter for the previous six month period (for December 31, 2015 and September 30, 2016 the minimum EBITDA is ($350,000) and $250,000, respectively). The interest rate is 5%. As of December 31, 2015 and September 30, 2016 (unaudited), $4,000,000 and $3,000,000 was outstanding under this loan, respectively. The remaining principal payments on the $4.0 million loan subsequent to December 31, 2015 and September 30, 2016 (unaudited) are as follows: December 31, September 30, Year ending: 2016 $ 1,333,333 $ 333,333 2017 1,333,333 1,333,333 2018 1,333,334 1,333,334 $ 4,000,000 $ 3,000,000 The Company was in compliance with all financial term loan and line of credit financial covenants as of December 31, 2015 and September 30, 2016 (unaudited). |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (7) Income Taxes (a) Income Taxes Income tax expense attributable to income from continuing operations consists of the following: December 31, 2014 Current Deferred Total U.S. federal $ — — — State and local 6,171 — 6,171 $ 6,171 — 6,171 December 31, 2015 Current Deferred Total U.S. federal $ — — — State and local 622 — 622 $ 622 — 622 (b) Tax Rate Reconciliation Income tax expense attributable to income from continuing operations was $6,171 and $622 for each of the years ended December 31, 2014 and 2015, respectively, and differed from the amounts computed by applying the U.S. federal income tax rate of 34% to pretax income from continuing operations as a result of the following: 2014 2015 Computed “expected” tax provision (benefit) 1,222,120 (91,705 ) Change in federal valuation allowance (1,953,002 ) (674,460 ) Section 382 limitation expiration 1,712,466 — State and local income taxes, net of federal income tax benefit 4,132 411 Nondeductible warrant adjustment (947,432 ) (34,160 ) Research and development credit (143,114 ) (168,940 ) Uncertain tax position — 797,513 Other 111,001 171,963 6,171 622 (c) Significant Components of Current and Deferred Taxes The tax effects of temporary differences that give rise to significant portions of the deferred tax assets at December 31, 2014 and 2015 are presented below. 2014 2015 Deferred tax assets, net: Net operating loss carryforwards 9,448,214 9,008,344 Capitalization of patent costs net of amortization 710,286 441,076 Capitalization of acquisition costs net of amortization — 35,263 Tax credit carry forwards 2,519,715 1,421,252 Other timing differences (199,440 ) 197,464 12,478,775 11,103,399 Less valuation allowance (12,478,775 ) (11,103,399 ) Net deferred tax asset — — The net change in the total valuation allowance was a decrease of $2,085,328 and $1,375,356 in 2014 and 2015, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. Current federal and state tax laws include substantial restrictions on the annual utilization of net operating loss and tax credit carryforwards in the event of an ownership change as defined. In May, 2014, the Company completed its analysis to determine whether prior ownership changes have resulted in limitations on the Company’s ability to utilize these net operating losses and tax credit carryforwards. The Company has determined that as of December 31, 2015, it has $21,756,000 in available unlimited federal net operating loss carryforwards which will begin to expire in 2022, and $18,226,000 of unlimited California net loss carryforwards which began expiring in 2015. In addition, the Company has federal research and development tax credit carryforwards of approximately $797,462 at December 31, 2015, which if unutilized will expire between 2026 and 2034 The Company also has state research and development tax credit carryforwards of approximately $610,192 at December 31, 2015 which may be available to reduce future state taxable income if any, over an indefinite period. The net loss carryforwards and these tax credits are subject to examination by state and federal taxing authorities and may need to be revised as a result of any exam. The Company’s tax years that remain open and are subject to examination by tax jurisdiction are years 2011 and forward for federal and years 2010 and forward for the state of California. During 2015, the Company derecognized $1,408,000 of tax benefit associated with certain federal and state research and development tax credit carryforwards that, in previous, periods were offset with a full valuation allowance. As of December 31, 2014 and 2015, there were $0 and $1,408,000 in total unrecognized tax benefits, respectively. If recognized, none of these unrecognized tax benefits would result in a tax benefit since they would be fully offset with a valuation allowance. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Deficit | (8) Stockholders’ Deficit (a) Preferred Convertible Stock In June 2000, the Company sold 313,500 shares of Series A preferred convertible stock (Series A Preferred Stock) at $3.84 per share for gross proceeds of $1.2 million. In March 2001, the Company sold 290,993 shares of Series B preferred convertible stock (Series B Preferred Stock) at $4.39 per share for gross proceeds of $1.3 million in cash. At various times during 2003 the company issued a total of 866,613 additional shares of Series B Preferred Stock for cash and as compensation for services received and to satisfy debt obligations totaling approximately $1.2 million. In September 2003, the Company sold 682,000 shares of Series C preferred convertible stock (Series C Preferred Stock) at $1.00 per share for gross proceeds of $0.7 million. In November 2003, the Company sold 4,091,068 shares of Series D Preferred Convertible Stock (Series D Preferred Stock) at $0.542 per share for gross proceeds of $2.2 million. The holders of the Series A, B, C and D Preferred Stock (collectively, Junior Preferred Stock), were entitled to receive cumulative dividends at a rate of $0.0488, $0.00, $0.00 and $0.0488 per share, per annum, respectively, and were payable upon liquidation, redemption or conversion in order of their preference prior to any dividends on common stock. The holders of the Junior Preferred Stock were entitled to receive liquidation preferences upon certain deemed liquidation events at the rate equal to their purchase price per share plus all accrued and unpaid dividends. Upon completion of this distribution, any remaining assets were distributed to the holders of the common stock and to holders of the Junior Preferred Stock and to the holders of the Senior Preferred Stock (on an as converted basis) until all amounts received by the holders of the Series A Preferred Stock were equal to $19.20 per share, the Series D Preferred Stock were equal to $2.168 per share, Series E Preferred Stock were equal to $4.44 per share, Series F Preferred Stock were equal to $5.20 per share, and Series G Preferred Stock were equal to $5.20 per share, the remaining assets were distributed among holders of shares of the common stock. The holders of the Senior Preferred Stock had priority and were made in preference to any payments to the Junior Preferred Stock up to the Senior Preferred Stock’s liquidation preference. The holders of the Junior Preferred Stock had priority and were made in preference to any payments to the holders of the common stock up to the Junior Preferred Stock’s liquidation preference. After distribution of both the Senior Preferred Stock and Junior Preferred Stock’s liquidation preferences, any remaining assets of the Company were distributed to the holders of the common stock. Each share of Junior Preferred Stock was convertible, at the option of the holder, at any time, into a number of shares of common stock at a conversion price of $21.70, $24.23, $8.59, $5.42 for the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, respectively, subject to adjustments for stock dividends, combinations, subdivisions, reclassifications and reorganizations. Each share of Junior Preferred Stock was automatically convertible into common stock immediately upon the earlier of (i) the Company’s sale of its common stock in a firm commitment, underwritten public offering registered under the Securities Act of 1933, as amended, in which aggregate proceeds to the Company are at least $15.0 million and at a per share offering price of at least $76.80 per share, as adjusted for any stock dividends, combinations, reclassifications, recapitalizations or splits, or (ii) the date specified by written consent or agreement by the holders of the majority of the then outstanding shares voting together as a single class on an as-converted basis (without giving effect to the conversion dividends). As long as 1,678,450 shares of Junior Preferred Stock remained outstanding, the Company was prohibited from certain transactions without the consent of at least 50% of the then outstanding shares of Junior Preferred Stock or the majority of the Board of Directors. The holders of the Junior Preferred Stock were entitled to the number of votes equal to the number of shares of common stock into which such shares of preferred stock could be converted and had voting rights and powers equal to the voting rights and powers of the common stock. In connection with the completion of the IPO, all 6,244,174 outstanding shares of the Company’s preferred convertible stock automatically converted into an aggregate of 753,611 shares of common stock. In addition, the Company issued 505,576 shares of its common stock in satisfaction of accumulated dividends on such preferred stock as the completion of the IPO. (b) Shares Reserved for Future Issuance The following common stock is reserved for future issuance at December 31, 2014, December 31, 2015 and September 30, 2016 (unaudited): Shares December 31, December 31, September 30, 2016 (unaudited) Conversion of Series A, B, C, and D preferred convertible stock 753,687 753,687 — Conversion of Series E, F, and G preferred redeemable convertible stock 2,305,535 2,327,170 — Warrants issued and outstanding 809,972 788,338 51,003 Stock option awards issued and outstanding 505,450 756,692 1,037,267 Authorized for grants under the 2013 Equity Incentive Plan 126,876 321,313 481,999 Authorized for grants under the 2016 Equity Incentive Plan — — 300,000 Authorized for grants under the 2016 Employee Stock Purchase Plan — — 100,000 4,501,520 4,947,200 1,970,269 |
Preferred Redeemable Convertibl
Preferred Redeemable Convertible Stock | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Preferred Redeemable Convertible Stock | (9) Preferred Redeemable Convertible Stock In June 2005 and February 2006, the Company sold a total of 7,984,727 shares of Series E Preferred Redeemable Convertible Stock (Series E Preferred Stock) at $1.11 per share for gross proceeds of $8.8 million in cash. In February 2007, the Company sold 4,734,374 shares of Series F Preferred Redeemable Convertible Stock (Series F Preferred Stock) at $1.30 per share for gross proceeds of $6.2 million in cash. In March 2008 and June 2009, the Company completed an offering of Series G Preferred Stock at $1.30 per share for gross proceeds of $4.3 million in cash. In June 2012, the then outstanding convertible promissory notes and accrued interest thereon in the amount of $7.1 million converted to 6,216,607 and 463,856 shares of Series G Preferred Stock at the conversion price of $1.04 or $1.30 per share, respectively. The holders of the Senior Preferred Stock were entitled to receive cumulative dividends at a rate of 8% of the original purchase price, per annum and were payable in cash or common shares, at the option of the Company upon liquidation, redemption or conversion in order of their preference prior to any dividends on common stock or Junior Preferred Stock. The holders of the Senior Preferred Stock were entitled to receive liquidation preferences upon certain deemed liquidation events at the rate equal to their conversion price per share plus all accrued and unpaid dividends. Each share of Senior Preferred Stock was convertible, at the option of the holder, at any time, into a number of shares of common stock at a conversion price of $11.11, $13.00, and $13.00 for the Series E Preferred Stock, Series F Preferred Stock, and Series G Preferred Stock, respectively, subject to adjustments for stock dividends, combinations, subdivisions, reclassifications and reorganizations. Each share of Senior Preferred Stock was automatically convertible into common stock immediately upon the earlier of (i) the Company’s sale of its common stock in a firm commitment, underwritten public offering registered under the Securities Act of 1933, as amended, in which aggregate proceeds to the Company are at least $15.0 million, and at a per share offering price of at least $76.80 per share, as adjusted for any stock dividends, combinations, reclassifications, recapitalizations or splits, or (ii) the date specified by written consent or agreement by the holders of the majority of the then outstanding shares voting together as a single class, provided that the Junior Preferred Stock will also concurrently convert. As long as 4,875,000 shares of Senior Preferred Stock remained outstanding, the Company was prohibited from certain transactions without the consent of at least 50% of the then outstanding shares of Senior Preferred Stock or the majority of the Board of Directors. The holders of the Senior Preferred Stock were entitled to the number of votes equal to the number of shares of common stock into which such shares of preferred stock could be converted and have voting rights and powers equal to the voting rights and powers of the common stock. The following table provides a rollforward of the preferred redeemable convertible stock during the years ended December 31, 2014 and 2015 and the nine months ended September 30, 2016 (unaudited): Preferred redeemable convertible Shares Amount Balance at December 31, 2013 23,055,356 $ 38,579,922 Effect of accretion to redemption value — 2,144,434 Balance at December 31, 2014 23,055,356 40,724,356 Exercise of warrants 216,346 225,000 Effect of accretion to redemption value — 2,157,550 Balance at December 31, 2015 23,271,702 $ 43,106,906 Effect of accretion to redemption value (unaudited) — 1,356,707 Conversion of preferred redeemable convertible stock into common stock (unaudited) (23,271,702 ) (44,463,613 ) Balance at September 30, 2016 (unaudited) — — In connection with the completion of the IPO, all 23,271,702 outstanding shares of the Company’s preferred redeemable convertible stock automatically converted 2,327,122 shares of common stock. In addition, the Company issued 1,451,631 shares of its common stock in satisfaction of accumulated dividends on such preferred stock as of the completion of the IPO. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2016 | |
Text Block [Abstract] | |
Warrants | (10) Warrants As of December 31, 2014 and December 31, 2015, the Company had warrants outstanding that allow the holders to purchase shares of the Company’s Series G Preferred Stock. In May 2016, the warrants were amended such that the warrants became immediately exercisable into shares of the Company’s common stock. Concurrent with such amendment, the holders of the outstanding warrants elected to net exercise the warrants, and the Company issued an aggregate of 127,143 shares of common stock. No warrants were outstanding at September 30, 2016. Warrants outstanding at December 31, 2014, December 31, 2015, and September 30, 2016 (unaudited) are summarized as follows: December 31, 2014 Number of Issuance Date Expiration Exercise Common Shares: Series G preferred redeemable convertible stock 8,099,723 April Various $ 1.04 809,972 December 31, 2015 Number of Issuance Date Expiration Exercise Common Shares: Series G preferred redeemable convertible stock 7,883,377 April Various $ 1.04 788,338 As the Series G Preferred Stock was redeemable at the option of the Series G preferred stockholders, the Company had determined the warrants for Series G Preferred Stock should be classified as liabilities and adjusted to fair value at each reporting date. The fair value of the warrants was estimated using a combination of an option-pricing model and current value model under the probability-weighted return method, using significant unobservable inputs (Level 3 inputs) including: management’s cash flow projections; probability and timing of potential liquidity scenarios; weighted-average cost of capital that included the addition of a company specific risk premium to account for uncertainty associated with the Company achieving future cash flows; selection of appropriate market comparable transactions and multiples; expected volatility; and risk-free rate. The Company used a combination of discounted cash flow, guideline public company and market transaction valuation techniques in estimating the fair value of the warrant liability at each reporting date. The discount rates used were 19%, 21% and 20% at December 31, 2014, 2015 and May 24, 2016 (unaudited), respectively. The fair value of the warrants was $809,974, $709,504 and $249,215 as of December 31, 2014 and 2015 and May 24, 2016 (unaudited), respectively. On April 2, 2015, the Company and certain holders of the warrants to purchase Series G Preferred Stock adopted an amendment to extend the exercise period for the holders of all outstanding warrants to purchase Series G Preferred Stock by one year, which resulted in incremental expense of $343,446 during the year ended December 31, 2015. |
Stock Options
Stock Options | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options | (11) Stock Options In August 2016, the Company’s board of directors adopted the 2016 Equity Incentive Plan (the 2016 Plan) for employees, directors, and consultants. The common stock authorized under the Plan is 300,000 shares. As of September 30, 2016 (unaudited), 300,000 shares are available for issuance under the 2016 Plan. In 2013, the Company’s board of directors adopted the 2013 Equity Incentive Plan (the Plan) for employees, directors, and consultants. On March 18, 2015, the Company’s Board of Directors adopted an amendment to the Plan to increase the share reserve thereunder by 300,000 shares. On June 18, 2015, the Company’s Board of Directors adopted an amendment to the Plan to increase the share reserve thereunder by an additional 300,000 shares. The common stock authorized under the Plan is 1,200,000 shares. Under the Plan, the administrator shall have authority to determine which service providers will receive awards, to grant awards and to set all terms and conditions of awards (including, but not limited to, vesting, exercise and forfeiture provisions). Vested options are canceled 90 days after termination of employment and become available for reissuance under the Plan. As of December 31, 2015 and September 30, 2016 (unaudited), 321,313 and 424,524 shares are available for issue under the Plan, respectively. In 2003, the Company’s board of directors adopted the 2003 Equity Incentive Plan (the 2003 Plan) for employees, directors, and consultants, which terminated December 31, 2012. The common stock authorized under the 2003 Equity Incentive Plan was 600,000 shares. As of December 31, 2015 and September 30, 2016 (unaudited), there are no shares available for issuance under the 2003 Plan. The grant-date fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The weighted average assumptions for 2014 and 2015 grants and the grants for the nine months ended September 30, 2016 (unaudited) are provided in the following table. The Company’s lack of historical share option exercise experience does not provide it a reasonable basis upon which to estimate an expected term because of a lack of sufficient data. Therefore, we estimate the expected term by using the simplified method, which calculates the expected term as the average of the time-to-vesting and the contractual life of the options. Since the Company’s shares have only been publicly traded since August 12, 2016 and its shares were rarely traded privately, expected volatility is estimated based on the average historical volatility of similar entities with publicly traded shares. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve at the date of grant. 2014 2015 September 30, 2016 (unaudited) Valuation assumptions: Expected dividend yield 0 % 0 % 0 % Expected volatility 64.4 56.7 41.7 Expected term (years) 5.74 5.42 5.94 Risk-free interest rate 1.9 % 1.7 % 1.53 % Stock option activity during the periods indicated is as follows: Number of Weighted Weighted Balance at December 31, 2013 364,450 2.73 4.3 Granted 255,600 2.70 9.2 Exercised (100 ) 2.20 — Expired/Forfeited 115,400 3.22 — Balance at December 31, 2014 504,550 2.60 5.8 Granted 512,402 2.00 9.2 Exercised (24,260 ) 3.19 — Expired/Forfeited (236,000 ) 2.77 — Balance at December 31, 2015 756,692 2.10 7.6 Granted (unaudited) 339,315 1.90 — Exercised (unaudited) (46,500 ) 2.37 — Expired/Forfeited (unaudited) (12,240 ) 2.20 — Balance at September 30, 2016 (unaudited) 1,037,267 2.01 7.99 Vested and exercisable at December 31, 2015 546,232 2.10 7.1 Vested and expected to vest at December 31, 2015 743,957 2.10 7.5 Vested and exercisable at September 30, 2016 (unaudited) 623,112 2.05 7.19 Vested and expected to vest at September 30, 2016 (unaudited) 1,006,525 2.02 7.95 The weighted average grant-date fair value of options granted during 2014 was $1.43 and $0.84 during 2015. The weighted average grant-date fair value of options granted was $0.86 during the nine months ended September 30, 2016 (unaudited). For fully vested stock options the aggregate intrinsic value was $8,545,416 as of September 30, 2016 (unaudited). For stock options expected to vest the aggregate intrinsic value was $5,714,093 as of September 30, 2016 (unaudited). For December 31, 2015, the aggregate intrinsic value for fully vested stock options and stock options expected to vest was immaterial. Subsequent to the issuance of our unaudited condensed interim financial statements on Form 10Q for the quarter ended September 30, 2016, the Company determined that the weighted average exercise prices of options outstanding, vested and exercisable, and vested and expected to vest as of September 30, 2016 incorrectly included restricted stock with no exercise price. We have corrected this error which resulted in the weighted average exercise prices changing from $1.54 to $2.01, $1.44 to $2.05 and $2.00 to $2.02 for the options outstanding, options vested and exercisable, and options vested and expected to vest, respectively, as of September 30, 2016. During the year ended December 31, 2014, the Company granted 260,924 shares of restricted common stock with a fair value of $2.20 per share to its CEO of which 68.75% were vested immediately and 6.25% of the shares vest on each of March 31, 2014, June 30, 2014, September 30, 2014, December 31, 2014 and March 31, 2015. During the year ended December 31, 2015, 50,000 shares of restricted stock were granted to other executives contingent upon the Company achieving an initial public offering of its equity securities. The performance measures were not met and the shares expired as of December 31, 2015. There was no expense recorded for these contingently issuable shares. During the nine months ended September 30, 2016, a total of 57,475 shares of restricted common stock with a fair value of $1.90 per share were issued to the Company’s Chief Financial Officer and Chief Operating Officer of which 100% of the shares vest six months following the completion of the IPO. At December 31, 2014, December 31, 2015, and September 30, 2016 (unaudited) there was $198,523, $214,304 and $417,135 (unaudited), respectively, of total unrecognized compensation cost related to unvested stock options and restricted stock granted under the plans. That cost is expected to be recognized over the next three years. The Company currently uses authorized and unissued shares to satisfy share award exercises. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (12) Commitments and Contingencies (a) Operating Leases The Company has entered into lease agreements for office space and research facilities in San Diego, California; Taipei, Taiwan; Shenzhen and Jiangsu, China; and Cambridgeshire, United Kingdom. Rent expense was $584,269 and $672,526, respectively, for the years ended December 31, 2014 and 2015, $180,108 and $185,654, respectively, for the three months ended September 30, 2015 and 2016 (unaudited) and $497,030 and $554,804, respectively, for the nine months ended September 30, 2015 and 2016 (unaudited). The longest lease expires in June 2020. The Company moved into its new facility in San Diego, California during the year ended December 31, 2014. The new San Diego facility lease agreement included a tenant improvement allowance which provided for the landlord to pay for tenant improvements on behalf of the Company up to $515,000. Based on the terms of this landlord incentive and involvement of the Company in the construction process, the leasehold improvements purchased under the landlord incentive were determined to be property of the Company. The future minimum lease payments required under operating leases in effect at December 31, 2015 and September 30, 2016 were as follows: As of December 31, As of September 30, (unaudited) Year ending 2016 $ 622,226 $ 306,563 2017 503,644 645,976 2018 496,515 509,198 2019 513,893 517,977 2020 and beyond 265,940 265,940 $ 2,402,218 $ 2,245,654 (b) Indemnification In some agreements to which the Company is a party, the Company has agreed to indemnify the other party for certain matters, including, but not limited to, product liability and intellectual property. To date, there have been no known events or circumstances that have resulted in any material costs related to these indemnification provisions and no liabilities have been recorded in the accompanying financial statements. (c) Employment Agreements During 2014 the Company entered into employment agreements with its CEO and certain members of its management team. These agreements provide severance in the aggregate amount of $575,000 for termination without cause as defined in the agreements. |
Concentration of Credit Risk
Concentration of Credit Risk | 9 Months Ended |
Sep. 30, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | (13) Concentration of Credit Risk (a) Concentration of Sales and Accounts Receivable The following represents customers that accounted for 10% or more of total revenue during the years ended December 31, 2014 and 2015 and the three and nine months ended September 30, 2015 and 2016 (unaudited) and customers that accounted for 10% or more of total trade accounts receivable at December 31, 2014 and 2015 and September 30, 2015 and 2016 (unaudited). Years Ended December 31, Three Months Ended Nine Months Ended September 30 2014 2015 2015 2016 2015 2016 (unaudited) (unaudited) Percentage of net revenue Customer A 29 % 15 % 27 % 30 % 22 % 31 % Customer B 11 28 14 20 15 18 Customer C 9 12 13 7 13 6 Years Ended December 31, Three Months Ended Nine Months Ended 2014 2015 2015 2016 2015 2016 (unaudited) (unaudited) Percentage of gross trade accounts receivable Customer A 12 % 12 % 19 % 25 % 17 % 24 % Customer B 12 23 10 12 13 13 Customer C — — 11 3 8 4 (b) Revenue by Geography Net revenue by geographic area are as follows. Revenue is attributed by geographic location based on the bill-to location of the Company’s customers. Years Ended December 31, Three Months Ended Nine Months Ended 2014 2015 2015 2016 2015 2016 (unaudited) (unaudited) Percentage of net revenue China 68 % 65 % 60 % 69 % 62 % 72 % Other Asia 15 21 27 14 23 12 North America 11 8 7 12 8 11 Europe 6 6 6 5 7 5 Although the Company ships the majority of antennas to its customers in China (primarily ODM’s and distributors), the end-users of the Company’s products are much more geographically diverse. (c) Concentration of Purchases During the year ended December 31, 2015, and the three and nine months ended September 30, 2016, all of the Company’s products were manufactured by two vendors in China. The second vendor started production in April 2013. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | (14) Related-Party Transactions During the year ended December 31, 2014, the Company provided its CEO a loan of $266,282 for the payment of federal and state income taxes payable by him as the result of issuance of restricted stock. During the year ended December 31, 2015, the Company forgave the loan and incurred $266,282 of expense for the loan forgiveness and an additional $236,414 of expense related to the CEO’s taxes on the loan forgiveness. The Company entered into a professional services agreement with a stockholder, GEN3 Partners, in October 2008. Professional services expense was approximately $9,000 and $0, respectively, for the years ended December 31, 2014 and 2015 and $0 for the three and nine months ended September 30, 2016 (unaudited). |
Employee Benefit Plan
Employee Benefit Plan | 9 Months Ended |
Sep. 30, 2016 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plan | (15) Employee Benefit Plan The Company established a discretionary 401(k) plan effective January 2005. The 401(k) plan was amended and restated in May 2006. The 401(k) plan covers substantially all employees who have attained age 21. The participants may elect to defer a percentage of their compensation as allowable by law. The Company can make discretionary matching contributions, but so far has not done so. |
Subsequent Events (unaudited)
Subsequent Events (unaudited) | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events (unaudited) | (16) Subsequent Events (unaudited) On May 24, 2016, the Company granted stock options for an aggregate of 339,315 shares of common stock, with an exercise price of $1.90 per share, and also granted an aggregate of 57,475 shares of restricted common stock. The estimated fair value of such options and restricted stock as of the date of grant was $1.90 per share. On July 22, 2016, the Company’s board of directors approved an amendment to its articles of incorporation effecting a one-for-ten reverse stock split of its common stock. The Company’s stockholders approved the reverse stock split on July 27, 2016. All issued and outstanding common stock, and per share amounts contained in the financial statements have been retroactively adjusted to reflect this reverse stock split for all periods presented. The reverse stock split became effective on July 28, 2016. |
Significant Accounting Polici24
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Description of Business | (a) Description of Business Airgain, Inc. (the Company) was incorporated in the State of California on March 20, 1995, and reincorporated in the State of Delaware on August 15, 2016. The Company is a leading provider of embedded antenna technologies used to enable high performance wireless networking across a broad range of home, enterprise, and industrial devices. The Company designs, develops, and engineers its antenna products for original equipment and design manufacturers worldwide. The Company’s main office is in San Diego, California with office space and research facilities in San Diego, California, Taipei, Taiwan, Shenzhen and Jiangsu, China and Cambridgeshire, United Kingdom. |
Unaudited Interim Financial Information | (b) Unaudited Interim Financial Information The accompanying interim balance sheet as of September 30, 2016, the interim statements of operations for the three and nine months ended September 30, 2015 and 2016, the interim statements of cash flows for the nine months ended September 30, 2015 and 2016, and the interim statement of stockholders’ equity (deficit) for the nine months ended September 30, 2016 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in management’s opinion, reflect all adjustments, which include only normal recurring adjustments, that management believes are necessary to present fairly the Company’s financial position as of September 30, 2016, the results of operations for the three and nine months ended September 30, 2015 and 2016, and cash flows for the nine months ended September 30, 2015 and 2016. The financial data and other information disclosed in these notes to the financial statements as of and for the three and nine months ended September 30, 2015 and 2016 are unaudited. The results of operations during the three and nine months ended September 30, 2016 are not indicative of the results to be expected for the entire year ending December 31, 2016 or for any future period. |
Segment Information | (c) Segment Information The Company’s operations are located primarily in the United States, and most of its assets are located in San Diego, California. The Company operates in one segment related to the sale of antenna products. The Company’s chief operating decision-maker is its chief executive officer, who reviews operating results on an aggregate basis and manages the Company’s operations as a single operating segment. |
Cash and Cash Equivalents | (d) Cash and Cash Equivalents For purposes of financial statement presentation, the Company classifies all highly liquid financial instruments with an original maturity of three months or less when purchased to be cash equivalents. At times, the Company has had cash and cash equivalents deposited at financial institutions in excess of federally insured deposit limits. However, cash is held on deposit at major financial institutions and is considered subject to minimal credit risk. To date, the Company has not realized any losses on its cash and cash equivalents. |
Trade Accounts Receivable | (e) Trade Accounts Receivable Trade accounts receivable is adjusted for all known uncollectible accounts. The policy for determining when receivables are past due or delinquent is based on the contractual terms agreed upon. Accounts are written off once all collection efforts have been exhausted. An allowance for doubtful accounts is established when, in the opinion of management, collection of the account is doubtful. The allowance for doubtful accounts was $0 as of December 31, 2014, December 31, 2015 and September 30, 2016 (unaudited). |
Inventory | (f) Inventory The vast majority of the Company’s products are manufactured by third parties that retain ownership of the inventory until title is transferred to the customer at the shipping point. In certain instances, shipping terms are delivery at place and the Company is responsible for arranging transportation and delivery of goods ready for unloading at the named place. The Company bears all risk involved in bringing the goods to the named place and records the related inventory in transit to the customer as inventory on the accompanying balance sheet. Inventory is stated at the lower of cost or market. Cost is determined using the first-in, first-out method (FIFO). |
Property and Equipment | (g) Property and Equipment Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, generally three years. The estimated useful lives for leasehold improvements are the estimated useful life of the asset or lease term, if shorter. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. |
Goodwill | (h) Goodwill Goodwill, which has an indefinite useful life, represents the excess of cost over fair value of net assets acquired. The change in the carrying value of goodwill during the year ended December 31, 2015, was due to a current acquisition. The Company reviews goodwill for impairment annually on December 1 st |
Long-lived Assets | (i) Long-lived Assets The Company’s identifiable intangible assets are comprised of acquired developed technologies, customer relationships and non-compete agreements. The cost of the identifiable intangible assets with finite lives is amortized on a straight-line basis over the assets’ respective estimated useful lives. The Company periodically re-evaluates the original assumptions and rationale utilized in the establishment of the carrying value and estimated lives of long-lived assets and finite-lived intangible assets. Long-lived assets and finite-lived intangibles are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an asset is considered to be impaired, the impairment recognized is equal to the amount by which the carrying value of the asset exceeds its fair value. |
Revenue Recognition | (j) Revenue Recognition The Company generates revenue primarily from the sale of its antenna products. The Company recognizes revenue when products are shipped and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is reasonably assured, persuasive evidence of an arrangement exists, and the sales price is fixed or determinable. Title and risk of loss transfer to customers either when the products are shipped to or received by the customer, based on the terms of the specific agreement with the customer. A portion of the Company’s sales are made through distributors under agreements allowing for pricing credits and/or rights of return under certain circumstances. To date, pricing credits and returns under these provisions have been insignificant; accordingly, the Company recognizes revenue upon shipment to the distributor and the Company’s allowance for sales returns and pricing credits was insignificant as of December 31, 2014, December 31, 2015 and September 30, 2016 (unaudited). |
Shipping and Transportation Costs | (k) Shipping and Transportation Costs Shipping and other transportation costs are expensed as incurred. Shipping and other transportation costs were $154,025 and $221,974 for the years ended December 31, 2014 and 2015, respectively, $56,564 and $84,548 for the three months ended September 30, 2015 and 2016 (unaudited), respectively and $141,764 and $208,454 for the nine months ended September 30, 2015 and 2016 (unaudited), respectively. These costs are included in general and administrative expenses in the accompanying statements of operations. |
Research and Development Costs | (l) Research and Development Costs Costs incurred in connection with research and development are expensed as incurred. |
Income Taxes | (m) Income Taxes The Company records income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. When applicable, a valuation allowance is established to reduce any deferred tax asset when it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in general and administrative expenses. The Company uses the with-and-without approach, disregarding indirect tax impacts, for determining the period in which tax benefits for excess share-based deductions are recognized. |
Stock-Based Compensation | (n) Stock-Based Compensation The Company recognizes all employee stock-based compensation as a cost in the financial statements. Equity classified awards are measured at the grant-date fair value of the award. The Company estimates the grant-date fair value using the Black-Scholes-Merton option-pricing model. The impact of forfeitures that may occur prior to vesting is also estimated and considered in the amount recognized for all stock-based compensation. Compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. Stock-based compensation expense for the years ended December 31, 2014 and 2015 was $657,730 and $341,554, respectively, for the three months ended September 30, 2015 and 2016 (unaudited) was $29,424 and $111,872 respectively, and for the nine months ended September 30, 2015 and 2016 (unaudited) was $310,718 and $224,039, respectively. |
Preferred Redeemable Convertible Stock | (o) Preferred Redeemable Convertible Stock Prior to the initial public offering the Company had Series E, F, and G preferred redeemable convertible stock (collectively, Senior Preferred Stock). As these securities were redeemable for cash at the option of the holders, they were excluded from stockholders’ equity and presented as temporary equity in the accompanying balance sheets. At any time after May 2013, but within ninety days after the receipt of a written request from the holders of not less than 66 2/3% of the then outstanding Senior Preferred Stock, all shares of the Senior Preferred Stock could be redeemed at the original issue price plus any accrued and unpaid dividends in two annual installments. At least one of the Company’s two largest shareholders would have needed to vote in favor of redemption to meet the 66 2/3% requirement. The Company obtained written commitments from these two shareholders committing that neither shareholder would vote in favor of redemption prior to January 1, 2018. As only the passage of time is required for Senior Preferred Stock to be redeemable, the Company adjusted the carrying value of the Senior Preferred Stock to its redemption value at each balance sheet date. In connection with the completion of the IPO, all outstanding shares of the Company’s preferred redeemable convertible stock automatically converted into shares of common stock. In addition, the company issued shares of its common stock in satisfaction of accumulated dividends on such preferred stock as of the completion of the IPO. |
Preferred Stock Warrant Liability | (p) Preferred Stock Warrant Liability As of December 31, 2015 and 2014, the Company had issued freestanding warrants exercisable to purchase shares of its Series G preferred redeemable convertible stock. These warrants were classified as a liability in the accompanying consolidated balance sheets, as the terms for redemption of the underlying security were outside the Company’s control. The warrants were recorded at fair value using a combination of an option pricing model and current value model under the probability-weighted return method. The fair value of all warrants were remeasured at each balance sheet date with any changes in fair value being recognized in the statement of operations. In May 2016, the warrants were amended such that the warrants became immediately exercisable into shares of the Company’s common stock. Concurrent with such amendment, the holders of the outstanding warrants elected to net exercise the warrants, and the Company issued an aggregate of 127,143 shares of common stock. |
Fair Value Measurements | (q) Fair Value Measurements The carrying values of the Company’s financial instruments, including cash, trade accounts receivable, accounts payable, and accrued liabilities approximate their fair values due to the short maturity of these instruments. Fair value measurements are market-based measurements, not entity-specific measurements. Therefore, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. The Company follows a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below: • Level 1: Quoted prices in active markets for identical assets or liabilities. • Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. • Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable in active markets. The following table provides a summary of the recognized liabilities carried at fair value on a recurring basis: Balance as of December 31, 2014 Level 1 Level 2 Level 3 Liabilities: Warrant liability (note 10) $ — — 809,974 Balance as of December 31, 2015 Level 1 Level 2 Level 3 Liabilities: Warrant liability (note 10) $ — — 709,504 Balance as of September 30, 2016 (unaudited) Level 1 Level 2 Level 3 Liabilities: Warrant liability (note 10) $ — — — The Company’s accounting policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. There were no transfers into or out of Level 1, Level 2, or Level 3 for the years ended December 31, 2014 and December 31, 2015 and the nine months ended September 30, 2016 (unaudited). The following table provides a rollforward of the Company’s Level 3 fair value measurements during the years ended December 31, 2014 and December 31, 2015 and the nine months ended September 30, 2016 (unaudited), which consist of the Company’s warrant liability: Balance at December 31, 2013 $ 3,596,537 Change in fair value of warrant liability (2,747,570 ) Exercise and expiration of warrants (38,993 ) Balance at December 31, 2014 809,974 Change in fair value of warrant liability (85,325 ) Exercise and expiration of warrants (15,145 ) Balance at December 31, 2015 709,504 Change in fair value of warrant liability (unaudited) (460,289 ) Conversion of warrants (unaudited) (249,215 ) Balance at September 30, 2016 (unaudited) $ — Due to the inherent uncertainty of determining the fair value of assets and liabilities that do not have a readily available market value, the fair value of the warrant liability may fluctuate from period to period. Additionally, the fair value of the liability may differ significantly from the values that would have been used had a ready market existed for such liabilities. |
Use of Estimates | (r) Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include valuation of the preferred redeemable convertible stock warrant liability, stock-based compensation and intangible assets. |
Comprehensive Income (Loss) | (s) Comprehensive Income (Loss) The Company had no other transactions or activity, other than net income (loss), that would be considered as part of comprehensive income (loss). |
Net Income or Loss Per Share | (t) Net Income or Loss Per Share Basic net income or loss per share is calculated by dividing net income or loss available to common stockholders by the weighted average shares of common stock outstanding for the period. Diluted net income or loss per share is calculated by dividing net income or loss by the weighted average shares of common stock outstanding for the period plus amounts representing the dilutive effect of securities that are convertible into common stock. Preferred dividends are deducted from net income or loss in arriving at net income or loss attributable to common stockholders. The Company calculates diluted earnings or loss per common share using the treasury stock method and the as-if-converted method, as applicable. The following table presents the computation of net income or loss per share: Years Ended December 31, Three Months Ended September 30, Nine Months Ended September 30, 2014 2015 2015 2016 2015 2016 (unaudited) (unaudited) Numerator: Net income (loss) $ 3,588,300 $ (270,342 ) $ 669 $ 1,183,044 $ (228,183 ) $ 2,633,405 Accretion of dividends on preferred stock (2,431,836 ) (2,444,954 ) (617,493 ) (322,170 ) (1,827,461 ) (1,537,021 ) Net income (loss) attributable to common stockholders -basic $ 1,156,464 $ (2,715,296 ) $ (616,824 ) $ 860,874 $ (2,055,644 ) $ 1,096,384 Accretion of dividends on preferred stock — — — 186,868 — 125,205 Adjustment for change in fair value of warrant liability (2,747,570 ) (85,325 ) (78,833 ) — (336,971 ) (460,289 ) Net income (loss) attributable to common stockholders -diluted $ (1,591,106 ) $ (2,800,621 ) $ (695,657 ) $ 1,047,742 $ (2,392,615 ) $ 761,300 Denominator: Weighted average common shares outstanding Basic 555,805 651,593 662,415 4,133,020 646,877 1,849,647 Diluted 555,805 651,593 662,415 6,689,332 646,877 3,103,784 Net income (loss) per share: Basic $ 2.08 $ (4.17 ) $ (0.93 ) $ 0.21 $ (3.18 ) $ 0.59 Diluted $ (2.86 ) $ (4.30 ) $ (1.05 ) $ 0.16 $ (3.70 ) $ 0.25 Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Years Ended December 31, Three Months Ended September 30, Nine Months Ended September 30, 2014 2015 2015 2016 2015 2016 (unaudited) (unaudited) Preferred redeemable convertible stock, including accumulated dividends 4,653,197 4,891,205 4,836,572 788,074 4,781,940 3,253,254 Employee stock options 504,550 756,692 1,107,929 — 1,107,929 — Warrants outstanding — — — 51,003 — 51,003 Series G preferred stock warrants outstanding 809,972 788,338 788,338 — 788,338 — Total 5,967,719 6,436,235 6,732,839 839,077 6,678,207 3,304,257 |
Significant Accounting Polici25
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Recognized Liabilities Carried at Fair Value on Recurring Basis | The following table provides a summary of the recognized liabilities carried at fair value on a recurring basis: Balance as of December 31, 2014 Level 1 Level 2 Level 3 Liabilities: Warrant liability (note 10) $ — — 809,974 Balance as of December 31, 2015 Level 1 Level 2 Level 3 Liabilities: Warrant liability (note 10) $ — — 709,504 Balance as of September 30, 2016 (unaudited) Level 1 Level 2 Level 3 Liabilities: Warrant liability (note 10) $ — — — |
Rollforward of Level 3 Fair Value Measurements | The following table provides a rollforward of the Company’s Level 3 fair value measurements during the years ended December 31, 2014 and December 31, 2015 and the nine months ended September 30, 2016 (unaudited), which consist of the Company’s warrant liability: Balance at December 31, 2013 $ 3,596,537 Change in fair value of warrant liability (2,747,570 ) Exercise and expiration of warrants (38,993 ) Balance at December 31, 2014 809,974 Change in fair value of warrant liability (85,325 ) Exercise and expiration of warrants (15,145 ) Balance at December 31, 2015 709,504 Change in fair value of warrant liability (unaudited) (460,289 ) Conversion of warrants (unaudited) (249,215 ) Balance at September 30, 2016 (unaudited) $ — |
Summary of Computation of Net Income or Loss Per Share | The following table presents the computation of net income or loss per share: Years Ended December 31, Three Months Ended September 30, Nine Months Ended September 30, 2014 2015 2015 2016 2015 2016 (unaudited) (unaudited) Numerator: Net income (loss) $ 3,588,300 $ (270,342 ) $ 669 $ 1,183,044 $ (228,183 ) $ 2,633,405 Accretion of dividends on preferred stock (2,431,836 ) (2,444,954 ) (617,493 ) (322,170 ) (1,827,461 ) (1,537,021 ) Net income (loss) attributable to common stockholders -basic $ 1,156,464 $ (2,715,296 ) $ (616,824 ) $ 860,874 $ (2,055,644 ) $ 1,096,384 Accretion of dividends on preferred stock — — — 186,868 — 125,205 Adjustment for change in fair value of warrant liability (2,747,570 ) (85,325 ) (78,833 ) — (336,971 ) (460,289 ) Net income (loss) attributable to common stockholders -diluted $ (1,591,106 ) $ (2,800,621 ) $ (695,657 ) $ 1,047,742 $ (2,392,615 ) $ 761,300 Denominator: Weighted average common shares outstanding Basic 555,805 651,593 662,415 4,133,020 646,877 1,849,647 Diluted 555,805 651,593 662,415 6,689,332 646,877 3,103,784 Net income (loss) per share: Basic $ 2.08 $ (4.17 ) $ (0.93 ) $ 0.21 $ (3.18 ) $ 0.59 Diluted $ (2.86 ) $ (4.30 ) $ (1.05 ) $ 0.16 $ (3.70 ) $ 0.25 |
Summary of Potentially Dilutive Securities | Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Years Ended December 31, Three Months Ended September 30, Nine Months Ended September 30, 2014 2015 2015 2016 2015 2016 (unaudited) (unaudited) Preferred redeemable convertible stock, including accumulated dividends 4,653,197 4,891,205 4,836,572 788,074 4,781,940 3,253,254 Employee stock options 504,550 756,692 1,107,929 — 1,107,929 — Warrants outstanding — — — 51,003 — 51,003 Series G preferred stock warrants outstanding 809,972 788,338 788,338 — 788,338 — Total 5,967,719 6,436,235 6,732,839 839,077 6,678,207 3,304,257 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Property and equipment consist of the following: December 31, September 30, 2016 2014 2015 (unaudited) Lab equipment 1,211,476 1,284,626 1,314,060 Computer equipment 166,149 182,266 165,415 Computer software 289,278 302,549 299,227 Furniture and fixtures 178,886 184,233 184,233 Tenant improvements 738,930 763,898 763,898 Other office equipment 38,753 38,753 20,591 2,623,472 2,756,325 2,747,424 Less accumulated depreciation (1,270,808 ) (1,729,541 ) (1,802,417 ) 1,352,664 1,026,784 945,007 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Summary of Consideration Paid and Amounts of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the consideration paid and the estimated fair value of the assets acquired and liabilities assumed at the acquisition date. Consideration: Cash $ 4,000,000 Contingent consideration arrangement 1,000,000 Fair value of total consideration transferred $ 5,000,000 Recognized amounts of identifiable assets acquired and liabilities assumed: Accounts receivable $ 429,267 Intangible assets 3,497,000 Current liabilities (176,223 ) Total identifiable net assets acquired 3,750,044 Goodwill 1,249,956 Total $ 5,000,000 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in goodwill | Changes to the Company’s goodwill balance during the year ended December 31, 2015 and during the nine months ended September 30, 2016 (unaudited) are as follows: Balance at December 31, 2014 $ — Current period acquisition 1,249,956 Balance at December 31, 2015 $ 1,249,956 Current period adjustments (unaudited) — Balance at September 30, 2016 (unaudited) $ 1,249,956 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Acquired Intangible Assets | The following is a summary of the Company’s acquired intangible assets: December 31, 2015 Weighted Gross Accumulated Intangibles, Developed technologies 10 $ 280,000 $ 1,074 $ 278,926 Customer relationships 10 3,150,000 12,082 3,137,918 Non-compete agreement 3 67,000 857 66,143 Total intangible assets, net 10 $ 3,497,000 $ 14,013 $ 3,482,987 September 30, 2016 (unaudited) Weighted Gross Accumulated Intangibles, Developed technologies 5 $ 280,000 $ 24,078 $ 255,922 Customer relationships 10 3,150,000 248,332 2,901,668 Non-compete agreement 3 67,000 17,607 49,393 Total intangible assets, net 10 $ 3,497,000 $ 290,017 $ 3,206,983 |
Schedule of Estimated Annual Amortization of Intangible Assets | The estimated annual amortization of intangible assets for the next five years and thereafter is shown in the following table. Actual amortization expense to be reported in future periods could differ from these estimates as a results of acquisitions, divestitures, asset impairments, among other factors. Amortization expense was $0 and $14,013 for the years ended December 31, 2014 and 2015, $0 and $93,338 for the three months ended September 30, 2015 and 2016 (unaudited), respectively, and $0 and $276,004 for the nine months ended September 30, 2015 and 2016 (unaudited), respectively. Year Ending December 31, September 30, (unaudited) 2016 $ 365,333 $ 97,346 2017 365,333 389,385 2018 364,477 388,529 2019 343,000 367,052 2020 343,000 366,333 Thereafter 1,701,844 1,598,338 Total $ 3,482,987 $ 3,206,983 |
Long-term Notes Payable (incl30
Long-term Notes Payable (including current portion) and Line of Credit (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Capital Growth Term Loans | |
Schedule of Principal Payment of Loan | The remaining principal payments on the $4.0 million loan subsequent to December 31, 2015 and September 30, 2016 (unaudited) are as follows: December 31, September 30, Year ending: 2016 $ 1,333,333 $ 333,333 2017 1,333,333 1,333,333 2018 1,333,334 1,333,334 $ 4,000,000 $ 3,000,000 |
Loan Agreement With Silicon Valley Bank | |
Schedule of Principal Payment of Loan | The remaining principal payments subsequent to December 31, 2015 and September 30, 2016 (unaudited) are as follows: December 31, September 30, Year ending: 2016 $ 291,697 $ 74,747 2017 55,198 55,220 $ 346,895 $ 129,967 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Expense Attributable to Income from Continuing Operations | Income tax expense attributable to income from continuing operations consists of the following: December 31, 2014 Current Deferred Total U.S. federal $ — — — State and local 6,171 — 6,171 $ 6,171 — 6,171 December 31, 2015 Current Deferred Total U.S. federal $ — — — State and local 622 — 622 $ 622 — 622 |
Difference between Income Taxes Computed at Federal Statutory Rate and Provision for Income Taxes | Income tax expense attributable to income from continuing operations was $6,171 and $622 for each of the years ended December 31, 2014 and 2015, respectively, and differed from the amounts computed by applying the U.S. federal income tax rate of 34% to pretax income from continuing operations as a result of the following: 2014 2015 Computed “expected” tax provision (benefit) 1,222,120 (91,705 ) Change in federal valuation allowance (1,953,002 ) (674,460 ) Section 382 limitation expiration 1,712,466 — State and local income taxes, net of federal income tax benefit 4,132 411 Nondeductible warrant adjustment (947,432 ) (34,160 ) Research and development credit (143,114 ) (168,940 ) Uncertain tax position — 797,513 Other 111,001 171,963 6,171 622 |
Deferred Income Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets at December 31, 2014 and 2015 are presented below. 2014 2015 Deferred tax assets, net: Net operating loss carryforwards 9,448,214 9,008,344 Capitalization of patent costs net of amortization 710,286 441,076 Capitalization of acquisition costs net of amortization — 35,263 Tax credit carry forwards 2,519,715 1,421,252 Other timing differences (199,440 ) 197,464 12,478,775 11,103,399 Less valuation allowance (12,478,775 ) (11,103,399 ) Net deferred tax asset — — |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | The following common stock is reserved for future issuance at December 31, 2014, December 31, 2015 and September 30, 2016 (unaudited): Shares December 31, December 31, September 30, 2016 (unaudited) Conversion of Series A, B, C, and D preferred convertible stock 753,687 753,687 — Conversion of Series E, F, and G preferred redeemable convertible stock 2,305,535 2,327,170 — Warrants issued and outstanding 809,972 788,338 51,003 Stock option awards issued and outstanding 505,450 756,692 1,037,267 Authorized for grants under the 2013 Equity Incentive Plan 126,876 321,313 481,999 Authorized for grants under the 2016 Equity Incentive Plan — — 300,000 Authorized for grants under the 2016 Employee Stock Purchase Plan — — 100,000 4,501,520 4,947,200 1,970,269 |
Preferred Redeemable Converti33
Preferred Redeemable Convertible Stock (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Schedule of Preferred Redeemable Convertible Stock | The following table provides a rollforward of the preferred redeemable convertible stock during the years ended December 31, 2014 and 2015 and the nine months ended September 30, 2016 (unaudited): Preferred redeemable convertible Shares Amount Balance at December 31, 2013 23,055,356 $ 38,579,922 Effect of accretion to redemption value — 2,144,434 Balance at December 31, 2014 23,055,356 40,724,356 Exercise of warrants 216,346 225,000 Effect of accretion to redemption value — 2,157,550 Balance at December 31, 2015 23,271,702 $ 43,106,906 Effect of accretion to redemption value (unaudited) — 1,356,707 Conversion of preferred redeemable convertible stock into common stock (unaudited) (23,271,702 ) (44,463,613 ) Balance at September 30, 2016 (unaudited) — — |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Text Block [Abstract] | |
Schedules of Warrants Outstanding | Warrants outstanding at December 31, 2014, December 31, 2015, and September 30, 2016 (unaudited) are summarized as follows: December 31, 2014 Number of Issuance Date Expiration Exercise Common Shares: Series G preferred redeemable convertible stock 8,099,723 April Various $ 1.04 809,972 December 31, 2015 Number of Issuance Date Expiration Exercise Common Shares: Series G preferred redeemable convertible stock 7,883,377 April Various $ 1.04 788,338 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Weighted Average Assumptions Used in Estimating Fair Value of Stock Options | 2014 2015 September 30, 2016 (unaudited) Valuation assumptions: Expected dividend yield 0 % 0 % 0 % Expected volatility 64.4 56.7 41.7 Expected term (years) 5.74 5.42 5.94 Risk-free interest rate 1.9 % 1.7 % 1.53 % |
Summary of Outstanding Stock Option Activity | Stock option activity during the periods indicated is as follows: Number of Weighted Weighted Balance at December 31, 2013 364,450 2.73 4.3 Granted 255,600 2.70 9.2 Exercised (100 ) 2.20 — Expired/Forfeited 115,400 3.22 — Balance at December 31, 2014 504,550 2.60 5.8 Granted 512,402 2.00 9.2 Exercised (24,260 ) 3.19 — Expired/Forfeited (236,000 ) 2.77 — Balance at December 31, 2015 756,692 2.10 7.6 Granted (unaudited) 339,315 1.90 — Exercised (unaudited) (46,500 ) 2.37 — Expired/Forfeited (unaudited) (12,240 ) 2.20 — Balance at September 30, 2016 (unaudited) 1,037,267 2.01 7.99 Vested and exercisable at December 31, 2015 546,232 2.10 7.1 Vested and expected to vest at December 31, 2015 743,957 2.10 7.5 Vested and exercisable at September 30, 2016 (unaudited) 623,112 2.05 7.19 Vested and expected to vest at September 30, 2016 (unaudited) 1,006,525 2.02 7.95 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule Future Minimum Lease Payments Under Operating Leases | The future minimum lease payments required under operating leases in effect at December 31, 2015 and September 30, 2016 were as follows: As of December 31, As of September 30, (unaudited) Year ending 2016 $ 622,226 $ 306,563 2017 503,644 645,976 2018 496,515 509,198 2019 513,893 517,977 2020 and beyond 265,940 265,940 $ 2,402,218 $ 2,245,654 |
Concentration of Credit Risk (T
Concentration of Credit Risk (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration of Sales and Accounts Receivable | The following represents customers that accounted for 10% or more of total revenue during the years ended December 31, 2014 and 2015 and the three and nine months ended September 30, 2015 and 2016 (unaudited) and customers that accounted for 10% or more of total trade accounts receivable at December 31, 2014 and 2015 and September 30, 2015 and 2016 (unaudited). Years Ended December 31, Three Months Ended Nine Months Ended September 30 2014 2015 2015 2016 2015 2016 (unaudited) (unaudited) Percentage of net revenue Customer A 29 % 15 % 27 % 30 % 22 % 31 % Customer B 11 28 14 20 15 18 Customer C 9 12 13 7 13 6 Years Ended December 31, Three Months Ended Nine Months Ended 2014 2015 2015 2016 2015 2016 (unaudited) (unaudited) Percentage of gross trade accounts receivable Customer A 12 % 12 % 19 % 25 % 17 % 24 % Customer B 12 23 10 12 13 13 Customer C — — 11 3 8 4 |
Schedule of Revenue by Geographic area | Net revenue by geographic area are as follows. Revenue is attributed by geographic location based on the bill-to location of the Company’s customers. Years Ended December 31, Three Months Ended Nine Months Ended 2014 2015 2015 2016 2015 2016 (unaudited) (unaudited) Percentage of net revenue China 68 % 65 % 60 % 69 % 62 % 72 % Other Asia 15 21 27 14 23 12 North America 11 8 7 12 8 11 Europe 6 6 6 5 7 5 |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | May 31, 2016 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Shipping and other transportation costs | $ 84,548 | $ 56,564 | $ 208,454 | $ 141,764 | $ 221,974 | $ 154,025 | |
Stock-based compensation expense | 111,872 | $ 29,424 | 224,039 | $ 310,718 | 341,554 | 657,730 | |
Transfers into level 1 to level 2, liabilities | 0 | 0 | 0 | 0 | |||
Transfers into level 2 to level 1, liabilities | $ 0 | 0 | 0 | 0 | |||
Transfers into level 3, liabilities | 0 | 0 | 0 | ||||
Transfers out of level 3, liabilities | $ 0 | $ 0 | $ 0 | ||||
Common Stock | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Common stock issued for warrants exercised | 127,143 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Summary of Recognized Liabilities Carried at Fair Value on Recurring Basis (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Recurring | Warrant Liability | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liability (note 10) | $ 709,504 | $ 809,974 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Rollforward of Level 3 Fair Value Measurements (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||||
Beginning balance | $ 709,504 | $ 809,974 | $ 809,974 | $ 3,596,537 | |
Change in fair value of warrant liability | $ (78,833) | (460,289) | $ (336,971) | (85,325) | (2,747,570) |
Exercise and expiration of warrants | (15,145) | (38,993) | |||
Conversion of warrants | $ (249,215) | ||||
Ending balance | $ 709,504 | $ 809,974 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Summary of Computation of Net Income or Loss Per Share (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Numerator: | ||||||
Net income (loss) | $ 1,183,044 | $ 669 | $ 2,633,405 | $ (228,183) | $ (270,342) | $ 3,588,300 |
Accretion of dividends on preferred convertible stock | (322,170) | (617,493) | (1,537,021) | (1,827,461) | (2,444,954) | (2,431,836) |
Net income (loss) attributable to common stockholders -basic | 860,874 | (616,824) | 1,096,384 | (2,055,644) | (2,715,296) | 1,156,464 |
Accretion of dividends on preferred stock | 186,868 | 125,205 | ||||
Adjustment for change in fair value of warrant liability | (78,833) | (460,289) | (336,971) | (85,325) | (2,747,570) | |
Net income (loss) attributable to common stockholders -diluted | $ 1,047,742 | $ (695,657) | $ 761,300 | $ (2,392,615) | $ (2,800,621) | $ (1,591,106) |
Weighted average shares used in calculating income (loss) per share | ||||||
Basic | 4,133,020 | 662,415 | 1,849,647 | 646,877 | 651,593 | 555,805 |
Diluted | 6,689,332 | 662,415 | 3,103,784 | 646,877 | 651,593 | 555,805 |
Net income (loss) per share: | ||||||
Basic | $ 0.21 | $ (0.93) | $ 0.59 | $ (3.18) | $ (4.17) | $ 2.08 |
Diluted | $ 0.16 | $ (1.05) | $ 0.25 | $ (3.70) | $ (4.30) | $ (2.86) |
Net Income (Loss) Per Share -42
Net Income (Loss) Per Share - Summary of Potentially Dilutive Securities (Detail) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities not included in the calculation of diluted net loss per share | 839,077 | 6,732,839 | 3,304,257 | 6,678,207 | 6,436,235 | 5,967,719 |
Series F Preferred Redeemable Convertible Stock | ||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities not included in the calculation of diluted net loss per share | 788,074 | 4,836,572 | 3,253,254 | 4,781,940 | 4,891,205 | 4,653,197 |
Employee Stock Options | ||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities not included in the calculation of diluted net loss per share | 1,107,929 | 1,107,929 | 756,692 | 504,550 | ||
Warrant Liability | ||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities not included in the calculation of diluted net loss per share | 51,003 | 51,003 | ||||
Series G Preferred Stock | Warrant Liability | ||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities not included in the calculation of diluted net loss per share | 788,338 | 788,338 | 788,338 | 809,972 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||||||
Depreciation expense | $ 121,070 | $ 114,168 | $ 357,425 | $ 343,529 | $ 458,734 | $ 371,603 |
Tenant Improvements | Minimum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and Equipment, Useful Life | 6 years | |||||
Tenant Improvements | Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and Equipment, Useful Life | 10 years | |||||
Other Property And Equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and Equipment, Useful Life | 3 years |
Schedule of Property and Equipm
Schedule of Property and Equipment (Detail) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment gross | $ 2,747,424 | $ 2,756,325 | $ 2,623,472 |
Less accumulated depreciation | (1,802,417) | (1,729,541) | (1,270,808) |
Property plant and equipment Net | 945,007 | 1,026,784 | 1,352,664 |
Lab Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment gross | 1,314,060 | 1,284,626 | 1,211,476 |
Computer Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment gross | 165,415 | 182,266 | 166,149 |
Computer Software | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment gross | 299,227 | 302,549 | 289,278 |
Furniture and Fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment gross | 184,233 | 184,233 | 178,886 |
Tenant Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment gross | 763,898 | 763,898 | 738,930 |
Other Office Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment gross | $ 20,591 | $ 38,753 | $ 38,753 |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) - USD ($) | Dec. 17, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 1,249,956 | $ 1,249,956 | $ 1,249,956 | ||||
Business acquisition up front payment | 4,000,000 | ||||||
Business acquisition, revenue | 12,439,279 | $ 6,668,732 | 30,807,902 | $ 18,459,590 | 27,793,073 | $ 25,509,572 | |
Business acquisition, cost of goods sold | 6,862,992 | $ 3,893,657 | $ 17,007,228 | $ 10,657,495 | 16,148,163 | $ 14,132,357 | |
Skycross, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Date of asset purchase agreement | Dec. 17, 2015 | ||||||
Goodwill | $ 1,249,956 | ||||||
Goodwill, expected tax deductible amount | 1,249,956 | ||||||
Business acquisition up front payment | 4,000,000 | ||||||
Business combination, contingent consideration arrangements, description | The $1.0 million of deferred consideration is payable upon the later of (i) the expiration of the Transition Services Agreement between the Company and Skycross, Inc. which defines transition services to be provided by Skycross to the Company, and (ii) the date on which the Company has received copies of third party approvals with respect to each customer and program that was purchased. | ||||||
Amount to be paid under contingent consideration arrangements, value, low | 0 | ||||||
Amount to be paid under contingent consideration arrangements, value, high | 1,000,000 | ||||||
Contingent consideration arrangement | 1,000,000 | $ 1,000,000 | 1,000,000 | ||||
Accounts receivable | $ 429,267 | ||||||
Business acquisition, revenue | 1,400,000 | 3,700,000 | 200,000 | ||||
Business acquisition, cost of goods sold | $ 500,000 | $ 1,300,000 | $ 100,000 |
Acquisition - Summary of Consid
Acquisition - Summary of Consideration Paid and Amounts of Estimated Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) | Dec. 17, 2015 | Sep. 30, 2016 | Dec. 31, 2015 |
Consideration: | |||
Cash | $ 4,000,000 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||
Goodwill | $ 1,249,956 | 1,249,956 | |
Skycross, Inc. | |||
Consideration: | |||
Cash | $ 4,000,000 | ||
Contingent consideration arrangement | 1,000,000 | $ 1,000,000 | $ 1,000,000 |
Fair value of total consideration transferred | 5,000,000 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||
Accounts receivable | 429,267 | ||
Intangible assets | 3,497,000 | ||
Current liabilities | (176,223) | ||
Total identifiable net assets acquired | 3,750,044 | ||
Goodwill | 1,249,956 | ||
Total | $ 5,000,000 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes In Goodwill (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | ||
Beginning balance | $ 1,249,956 | |
Current period adjustments | 0 | |
Acquisition | ||
Ending balance | $ 1,249,956 | 1,249,956 |
Skycross, Inc. | ||
Goodwill [Line Items] | ||
Acquisition | $ 1,249,956 |
Intangible Assets - Summary of
Intangible Assets - Summary of Acquired Intangible Assets (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 10 years | 10 years |
Gross Carrying Amount | $ 3,497,000 | $ 3,497,000 |
Accumulated Amortization | 290,017 | 14,013 |
Intangibles, Net | $ 3,206,983 | $ 3,482,987 |
Developed technologies | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 5 years | 10 years |
Gross Carrying Amount | $ 280,000 | $ 280,000 |
Accumulated Amortization | 24,078 | 1,074 |
Intangibles, Net | $ 255,922 | $ 278,926 |
Customer relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 10 years | 10 years |
Gross Carrying Amount | $ 3,150,000 | $ 3,150,000 |
Accumulated Amortization | 248,332 | 12,082 |
Intangibles, Net | $ 2,901,668 | $ 3,137,918 |
Non-compete agreement | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 3 years | 3 years |
Gross Carrying Amount | $ 67,000 | $ 67,000 |
Accumulated Amortization | 17,607 | 857 |
Intangibles, Net | $ 49,393 | $ 66,143 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite Lived Intangible Assets [Line Items] | ||||||
Useful life of intangible asset | 10 years | 10 years | ||||
Amortization | $ 93,338 | $ 0 | $ 276,004 | $ 0 | $ 14,013 | $ 0 |
Developed technologies | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Useful life of intangible asset | 5 years | 10 years |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Estimated Annual Amortization of Intangible Assets (Detail) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2016 (remaining three months) | $ 97,346 | |
2,016 | $ 365,333 | |
2,017 | 389,385 | 365,333 |
2,018 | 388,529 | 364,477 |
2,019 | 367,052 | 343,000 |
2,020 | 366,333 | 343,000 |
Thereafter | 1,598,338 | 1,701,844 |
Intangibles, Net | $ 3,206,983 | $ 3,482,987 |
Long-term Notes Payable (incl51
Long-term Notes Payable (including current portion) and Line of Credit - Additional Information (Detail) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2013USD ($)Installment | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2012USD ($) | |
Loan Agreement With Silicon Valley Bank | ||||||
Line Of Credit Facility [Line Items] | ||||||
Liquidity ratio | 125.00% | |||||
Loan agreement amount | $ 4,000,000 | $ 4,000,000 | ||||
Term of payments | 36 months | |||||
Date of maturity | Dec. 1, 2018 | |||||
Minimum EBITDA | $ (350,000) | $ 250,000 | ||||
Interest rate percentage | 5.00% | 5.00% | ||||
Long-term debt | $ 4,000,000 | 3,000,000 | $ 4,000,000 | |||
Equipment Term Loan | ||||||
Line Of Credit Facility [Line Items] | ||||||
Long-term debt | 4,000,000 | 3,000,000 | 4,000,000 | |||
Capital Growth Term Loans | ||||||
Line Of Credit Facility [Line Items] | ||||||
Long-term debt | 346,895 | $ 129,967 | $ 346,895 | |||
Silicon Valley Bank | Revolving Credit Facility | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility allowable amount | $ 3,000,000 | |||||
Facility interest rate | 3.50% | |||||
Liquidity ratio | 125.00% | |||||
Line of credit facility maturity date | 2018-04 | |||||
Line of credit | 0 | $ 0 | $ 0 | $ 0 | ||
Silicon Valley Bank | Revolving Credit Facility | Capital Growth Term Loans | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility allowable amount | $ 750,000 | |||||
Liquidity ratio | 100.00% | |||||
Line of credit | $ 346,895 | $ 129,967 | $ 346,895 | $ 620,070 | ||
Line of credit facility, payment terms | The growth capital term loan requires interest only payments through June 30, 2014 at which point it is to be repaid in 32 equal monthly installments of interest and principal. | |||||
Number of monthly installments for principal and interest payment | Installment | 32 | |||||
Line of credit facility maturity date | Feb. 1, 2017 | |||||
Line of credit facility interest rate | 6.50% | |||||
Silicon Valley Bank | U.S. Prime Rate | Revolving Credit Facility | ||||||
Line Of Credit Facility [Line Items] | ||||||
Basis spread on variable interest rate | 1.25% |
Long-term Notes Payable (incl52
Long-term Notes Payable (including current portion) and Line of Credit - Schedule of Remaining Principal Payment on Growth Capital Term Loan (Detail) - Capital Growth Term Loans - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Line Of Credit Facility [Line Items] | ||
2,016 | $ 291,697 | |
2016 (remaining three months) | $ 74,747 | |
2,017 | 55,220 | 55,198 |
Long-term debt | $ 129,967 | $ 346,895 |
Long-term Notes Payable (incl53
Long-term Notes Payable (including current portion) and Line of Credit - Schedule of Remaining Principal Payment (Detail) - Loan Agreement With Silicon Valley Bank - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Line Of Credit Facility [Line Items] | ||
2,016 | $ 1,333,333 | |
2016 (remaining three months) | $ 333,333 | |
2,017 | 1,333,333 | 1,333,333 |
2,018 | 1,333,334 | 1,333,334 |
Long-term debt | $ 3,000,000 | $ 4,000,000 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense Attributable to Income from Continuing Operations (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||||||
U.S. federal, Current | $ 0 | |||||
U.S. federal, Deferred | 0 | |||||
U.S. federal, Total | 0 | |||||
State and local, Current | $ 622 | 6,171 | ||||
State and local, Deferred | 0 | 0 | ||||
State and local | 622 | 6,171 | ||||
U.S. federal | 622 | 6,171 | ||||
State and local | 0 | 0 | ||||
Income tax expense | $ 7,278 | $ (178) | $ 8,078 | $ 9,222 | $ 622 | $ 6,171 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Line Items] | ||||||
Income tax expense attributable to income from continuing operations | $ 7,278 | $ (178) | $ 8,078 | $ 9,222 | $ 622 | $ 6,171 |
U.S. federal statutory tax rate | 34.00% | 34.00% | ||||
Net change in total valuation allowance | $ 1,375,356 | $ 2,085,328 | ||||
State research and development tax credit carryforwards, available to reduce future state taxable income | 610,192 | |||||
Tax benefit associated with certain federal and state research and development tax credit carry-forwards | 1,408,000 | |||||
Unrecognized tax benefits | 1,408,000 | $ 0 | ||||
Federal | ||||||
Income Taxes [Line Items] | ||||||
Net operating loss carryforwards | $ 21,756,000 | |||||
Net operating loss carryforwards, expire period | 2,022 | |||||
Research Tax Credit Carryforward | Federal | ||||||
Income Taxes [Line Items] | ||||||
Net operating loss carryforwards | $ 797,462 | |||||
Research Tax Credit Carryforward | Federal | Minimum | ||||||
Income Taxes [Line Items] | ||||||
Net operating loss carryforwards, expire period | 2,026 | |||||
Research Tax Credit Carryforward | Federal | Maximum | ||||||
Income Taxes [Line Items] | ||||||
Net operating loss carryforwards, expire period | 2,034 | |||||
CALIFORNIA | ||||||
Income Taxes [Line Items] | ||||||
Net operating loss carryforwards | $ 18,226,000 | |||||
Net operating loss carryforwards, expire period | 2,015 |
Income Taxes - Difference betwe
Income Taxes - Difference between Income Taxes Computed at Federal Statutory Rate and Provision for Income Taxes (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||||
Computed "expected" tax provision (benefit) | $ (91,705) | $ 1,222,120 | ||||
Change in federal valuation allowance | (674,460) | (1,953,002) | ||||
limitation expiration | 1,712,466 | |||||
State and local income taxes, net of federal income tax benefit | 411 | 4,132 | ||||
Nondeductible warrant adjustment | (34,160) | (947,432) | ||||
Research and development credit | (168,940) | (143,114) | ||||
Uncertain tax position | 797,513 | |||||
Other | 171,963 | 111,001 | ||||
Income tax expense | $ 7,278 | $ (178) | $ 8,078 | $ 9,222 | $ 622 | $ 6,171 |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets, net: | ||
Net operating loss carryforwards | $ 9,008,344 | $ 9,448,214 |
Capitalization of patent costs net of amortization | 441,076 | 710,286 |
Capitalization of acquisition costs net of amortization | 35,263 | |
Tax credit carry forwards | 1,421,252 | 2,519,715 |
Other timing differences | 197,464 | (199,440) |
Deferred Tax Assets, Gross, Total | 11,103,399 | 12,478,775 |
Less valuation allowance | (11,103,399) | (12,478,775) |
Net deferred tax asset | $ 0 | $ 0 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Aug. 17, 2016 | Nov. 30, 2003 | Sep. 30, 2003 | Mar. 31, 2001 | Jun. 30, 2000 | Sep. 30, 2016 | Dec. 31, 2003 | Jun. 30, 2009 | Mar. 31, 2008 | Feb. 28, 2007 | Feb. 28, 2006 | Jun. 30, 2005 |
Class Of Stock [Line Items] | ||||||||||||
Proceeds from issuance of common stock | $ 15 | |||||||||||
Offering price per share | $ 76.80 | |||||||||||
Series A Preferred Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Preferred convertible stock, shares issued | 313,500 | |||||||||||
Preferred convertible stock sold, per share | $ 3.84 | |||||||||||
Proceeds from sale of preferred convertible stock, gross | $ 1.2 | |||||||||||
Preferred stock annual dividend rate per share | 0.0488 | |||||||||||
Preferred stock, liquidation preference per share | 19.20 | |||||||||||
Convertible preferred stock conversion price per share | 21.70 | |||||||||||
Series B Preferred Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Preferred convertible stock, shares issued | 290,993 | |||||||||||
Preferred convertible stock sold, per share | $ 4.39 | |||||||||||
Proceeds from sale of preferred convertible stock, gross | $ 1.3 | |||||||||||
Additional number of shares issued for services and to satisfy debt obligation | 866,613 | |||||||||||
Proceed from issuance of additional stock | $ 1.2 | |||||||||||
Preferred stock annual dividend rate per share | 0 | |||||||||||
Convertible preferred stock conversion price per share | 24.23 | |||||||||||
Series C Preferred Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Preferred convertible stock, shares issued | 682,000 | |||||||||||
Preferred convertible stock sold, per share | $ 1 | |||||||||||
Proceeds from sale of preferred convertible stock, gross | $ 0.7 | |||||||||||
Preferred stock annual dividend rate per share | 0 | |||||||||||
Convertible preferred stock conversion price per share | 8.59 | |||||||||||
Series D Preferred Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Preferred convertible stock, shares issued | 4,091,068 | |||||||||||
Preferred convertible stock sold, per share | $ 0.542 | |||||||||||
Proceeds from sale of preferred convertible stock, gross | $ 2.2 | |||||||||||
Preferred stock annual dividend rate per share | 0.0488 | |||||||||||
Preferred stock, liquidation preference per share | 2.168 | |||||||||||
Convertible preferred stock conversion price per share | 5.42 | |||||||||||
Preferred Convertible Stock | IPO | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Conversion of stock, shares converted | 6,244,174 | |||||||||||
Conversion of stock, shares issued | 753,611 | |||||||||||
Preferred stock dividends converted into common stock | 505,576 | |||||||||||
Series E Preferred Redeemable Convertible Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Preferred convertible stock, shares issued | 7,984,727 | 7,984,727 | ||||||||||
Preferred convertible stock sold, per share | $ 1.11 | $ 1.11 | ||||||||||
Preferred stock, liquidation preference per share | 4.44 | |||||||||||
Series F Preferred Redeemable Convertible Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Preferred convertible stock, shares issued | 4,734,374 | |||||||||||
Preferred convertible stock sold, per share | $ 1.30 | |||||||||||
Preferred stock, liquidation preference per share | 5.20 | |||||||||||
Series G Preferred Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Preferred convertible stock sold, per share | $ 1.30 | $ 1.30 | ||||||||||
Preferred stock, liquidation preference per share | $ 5.20 | |||||||||||
Junior Convertible Preferred Stock [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Preferred convertible stock, shares outstanding | 1,678,450 | |||||||||||
Junior Convertible Preferred Stock [Member] | Minimum | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Preferred stock ownership percentage | 50.00% |
Stockholders' Equity (Deficit59
Stockholders' Equity (Deficit) - Schedule of Common Stock Reserved for Future Issuance (Detail) - shares | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Class Of Stock [Line Items] | |||
Common stock, reserved for future issuance | 1,970,269 | 4,947,200 | 4,501,520 |
Conversion of Series A, B, C, And D Preferred Convertible Stock | |||
Class Of Stock [Line Items] | |||
Common stock, reserved for future issuance | 753,687 | 753,687 | |
Conversion of Series E, F, And G Preferred Redeemable Convertible Stock | |||
Class Of Stock [Line Items] | |||
Common stock, reserved for future issuance | 2,327,170 | 2,305,535 | |
Warrants Issued and Outstanding | |||
Class Of Stock [Line Items] | |||
Common stock, reserved for future issuance | 51,003 | 788,338 | 809,972 |
Stock Option Awards Issued and Outstanding | |||
Class Of Stock [Line Items] | |||
Common stock, reserved for future issuance | 1,037,267 | 756,692 | 505,450 |
Authorized for Grants under the 2013 Equity Incentive Plan | |||
Class Of Stock [Line Items] | |||
Common stock, reserved for future issuance | 481,999 | 321,313 | 126,876 |
Authorized for Grants under the 2016 Equity Incentive Plan | |||
Class Of Stock [Line Items] | |||
Common stock, reserved for future issuance | 300,000 | ||
Two Thousand And Sixteen Employee Stock Purchase Plan | |||
Class Of Stock [Line Items] | |||
Common stock, reserved for future issuance | 100,000 |
Preferred Redeemable Converti60
Preferred Redeemable Convertible Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Aug. 17, 2016 | Jun. 30, 2012 | Jun. 30, 2009 | Mar. 31, 2008 | Feb. 28, 2007 | Feb. 28, 2006 | Jun. 30, 2005 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Class Of Stock [Line Items] | |||||||||||
Outstanding convertible promissory notes and accrued interest | $ 7.1 | ||||||||||
Common stock, offering price per share | $ 76.80 | ||||||||||
Common Stock | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Conversion of stock, shares issued | 127,143 | ||||||||||
Series E Preferred Redeemable Convertible Stock | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Preferred convertible stock, shares issued | 7,984,727 | 7,984,727 | |||||||||
Preferred convertible stock sold, per share | $ 1.11 | $ 1.11 | |||||||||
Gross proceeds from sale of convertible preferred stock | $ 8.8 | $ 8.8 | |||||||||
Conversion of preferred stock to common stock, conversion price | $ 11.11 | ||||||||||
Series F Preferred Redeemable Convertible Stock | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Preferred convertible stock, shares issued | 4,734,374 | ||||||||||
Preferred convertible stock sold, per share | $ 1.30 | ||||||||||
Gross proceeds from sale of convertible preferred stock | $ 6.2 | ||||||||||
Conversion of preferred stock to common stock, conversion price | 13 | ||||||||||
Series G Preferred Stock | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Preferred convertible stock sold, per share | $ 1.30 | $ 1.30 | |||||||||
Gross proceeds from sale of convertible preferred stock | $ 4.3 | $ 4.3 | |||||||||
Preferred stock, shares issued upon conversion | 463,856 | 6,216,607 | |||||||||
Preferred stock, conversion price per share | $ 1.30 | $ 1.04 | |||||||||
Conversion of preferred stock to common stock, conversion price | $ 13 | ||||||||||
Senior Preferred Stock | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Dividend rate, percentage | 8.00% | ||||||||||
Preferred convertible stock, shares outstanding | 4,875,000 | ||||||||||
Senior Preferred Stock | Minimum | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Preferred stock ownership percentage | 50.00% | ||||||||||
Preferred Redeemable Convertible Stock | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Preferred convertible stock, shares outstanding | 23,271,702 | 23,055,356 | 23,055,356 | ||||||||
Conversion of stock, shares issued | 23,271,702 | ||||||||||
Preferred Redeemable Convertible Stock | IPO | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Conversion of stock, shares converted | 23,271,702 | ||||||||||
Conversion of stock, shares issued | 2,327,122 | ||||||||||
Preferred stock dividends converted into common stock | 1,451,631 | ||||||||||
Firm Commitment [Member] | Common Stock | Minimum | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Aggregate proceeds from issuance of private placement | $ 15 | ||||||||||
Common stock, offering price per share | $ 76.80 |
Preferred Redeemable Converti61
Preferred Redeemable Convertible Stock - Schedule of Preferred Redeemable Convertible Stock (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Class Of Stock [Line Items] | |||
Effect of accretion to redemption value | $ 2,157,550 | $ 2,144,434 | |
Conversion of warrants | $ 249,215 | ||
Preferred Redeemable Convertible Stock | |||
Class Of Stock [Line Items] | |||
Beginning balance, Shares | 23,271,702 | 23,055,356 | 23,055,356 |
Exercise of warrants, Amount | $ 225,000 | ||
Conversion of warrants, shares | (23,271,702) | ||
Exercise of warrants, Shares | 216,346 | ||
Ending balance, Shares | 23,271,702 | 23,055,356 | |
Beginning balance, Amount | $ 43,106,906 | $ 40,724,356 | $ 38,579,922 |
Effect of accretion to redemption value | 1,356,707 | 2,157,550 | 2,144,434 |
Conversion of warrants | $ (44,463,613) | ||
Ending balance, Amount | $ 43,106,906 | $ 40,724,356 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) | May 24, 2016 | Apr. 02, 2015 | May 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2016 |
Class Of Warrant Or Right [Line Items] | ||||||
Common stock issued for warrants exercised | 127,143 | |||||
Number of warrants outstanding | 0 | |||||
Fair value inputs, discount rate | 20.00% | 21.00% | 19.00% | |||
Fair value of Warrants | $ 249,215 | $ 709,504 | $ 809,974 | |||
Series G Preferred Stock | Series G Warrant | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Extended exercise period | 1 year | |||||
Incremental expense | $ 343,446 |
Warrants - Schedules of Warrant
Warrants - Schedules of Warrants Outstanding (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2016 | |
Class Of Warrant Or Right [Line Items] | |||
Number of warrants outstanding | 0 | ||
Series G Preferred Redeemable Convertible Stock | |||
Class Of Warrant Or Right [Line Items] | |||
Number of warrants outstanding | 7,883,377 | 8,099,723 | |
Issuance date | April 2010 through September 2012 | April 2010 through September 2012 | |
Expiration dates | Various through September 2017 | Various through September 2016 | |
Exercise price(s) | $ 1.04 | $ 1.04 | |
Common share equivalent if exercised and converted | 788,338 | 809,972 |
Stock Options - Additional Info
Stock Options - Additional Information (Detail) - USD ($) | May 24, 2016 | Jun. 18, 2015 | Mar. 18, 2015 | Feb. 28, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2016 | Dec. 31, 2013 | Dec. 31, 2003 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Common stock, reserved for future issuance | 4,501,520 | 1,970,269 | 4,947,200 | 4,501,520 | ||||||||||||
Weighted average grant-date fair value of options granted | $ 0.86 | $ 0.84 | $ 1.43 | |||||||||||||
Stock options vested aggregate intrinsic value | $ 8,545,416 | |||||||||||||||
Stock options expected to vest aggregate intrinsic value | $ 5,714,093 | |||||||||||||||
Weighted average exercise prices options outstanding | $ 2.60 | $ 2.01 | $ 2.01 | 2.10 | $ 2.60 | $ 2.73 | ||||||||||
Weighted average exercise prices options vested and exercisable | 2.05 | 2.10 | ||||||||||||||
Weighted average exercise prices options vested and expected to vest | $ 2.02 | $ 2.10 | ||||||||||||||
Stock-based compensation | $ 224,039 | $ 310,719 | $ 341,554 | $ 657,730 | ||||||||||||
Authorized for Grants under the 2016 Equity Incentive Plan | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Common stock authorized under equity incentive plan | 300,000 | |||||||||||||||
Common stock, reserved for future issuance | 300,000 | |||||||||||||||
Authorized for Grants under the 2013 Equity Incentive Plan | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Common stock authorized under equity incentive plan | 1,200,000 | |||||||||||||||
Common stock, reserved for future issuance | 126,876 | 481,999 | 321,313 | 126,876 | ||||||||||||
Increase in share reserved for issuance | 300,000 | 300,000 | ||||||||||||||
Common stock, reserved for future issuance under equity incentive plan | 424,524 | 321,313 | ||||||||||||||
2003 Equity Incentive Plan | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Common stock authorized under equity incentive plan | 600,000 | |||||||||||||||
Common stock, reserved for future issuance | 0 | 0 | ||||||||||||||
Scenario, Previously Reported | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Weighted average exercise prices options outstanding | $ 1.54 | |||||||||||||||
Weighted average exercise prices options vested and exercisable | 1.44 | |||||||||||||||
Weighted average exercise prices options vested and expected to vest | $ 2 | |||||||||||||||
Restricted Stock | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Restricted common stock granted | 57,475 | |||||||||||||||
Fair value of common stock granted, per share | $ 1.90 | |||||||||||||||
Total unrecognized compensation cost related to unvested stock options and restricted stock granted under the plans | $ 198,523 | $ 417,135 | $ 214,304 | $ 198,523 | ||||||||||||
Unrecognized compensation cost related to unvested stock options and restricted stock granted under the plans, period for recognition | 3 years | |||||||||||||||
Restricted Stock | Chief Executive Officer | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Restricted common stock granted | 50,000 | 260,924 | ||||||||||||||
Fair value of common stock granted, per share | $ 2.20 | |||||||||||||||
Vested percentage of common stock | 68.75% | 6.25% | 6.25% | 6.25% | 6.25% | 6.25% | ||||||||||
Stock-based compensation | $ 0 | |||||||||||||||
Restricted Stock | Chief Financial Officer And Chief Operating Officer | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Restricted common stock granted | 57,475 | |||||||||||||||
Fair value of common stock granted, per share | $ 1.90 | |||||||||||||||
Vested percentage of common stock | 100.00% | |||||||||||||||
Vested period of restricted common stock | 6 months |
Weighted Average Assumptions Us
Weighted Average Assumptions Used in Estimating Fair Value of Stock Options (Detail) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based compensation arrangement by share-based payment award, Fair value assumptions and methodology | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 41.70% | 56.70% | 64.40% |
Expected term (years) | 5 years 11 months 9 days | 5 years 5 months 1 day | 5 years 8 months 27 days |
Risk-free interest rate | 1.53% | 1.70% | 1.90% |
Stock Options - Summary of Outs
Stock Options - Summary of Outstanding Stock Option Activity (Detail) - $ / shares | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||
Number of shares, Beginning balance | 756,692 | 504,550 | 504,550 | 364,450 | |
Number of shares, Granted | 339,315 | 512,402 | 255,600 | ||
Number of shares, Exercised | (46,500) | (24,260) | (100) | ||
Number of shares, Expired/Forfeited | (12,240) | (236,000) | (115,400) | ||
Number of shares, Ending balance | 1,037,267 | 756,692 | 504,550 | 364,450 | |
Number of shares, Vested and exercisable | 623,112 | 546,232 | |||
Number of shares, Vested and expected to vest | 1,006,525 | 743,957 | |||
Weighted average exercise price, Beginning balance | $ 2.10 | $ 2.60 | $ 2.60 | $ 2.73 | |
Weighted average exercise price, Granted | 1.90 | 2 | 2.70 | ||
Weighted average exercise price, Exercised | 2.37 | 3.19 | 2.20 | ||
Weighted average exercise price, Expired/Forfeited | 2.20 | 2.77 | 3.22 | ||
Weighted average exercise price, Ending balance | 2.01 | $ 2.01 | 2.10 | $ 2.60 | $ 2.73 |
Weighted average exercise price, Vested and exercisable | 2.05 | 2.10 | |||
Weighted average exercise price, Vested and expected to vest | $ 2.02 | $ 2.10 | |||
Weighted average remaining contractual term | 7 years 11 months 27 days | 7 years 7 months 6 days | 5 years 9 months 18 days | 4 years 3 months 18 days | |
Weighted average remaining contractual term Granted | 9 years 2 months 12 days | 9 years 2 months 12 days | |||
Weighted average remaining contractual term vested and exercisable | 7 years 2 months 9 days | 7 years 1 month 6 days | |||
Weighted average remaining contractual term vested and expected to vest | 7 years 11 months 12 days | 7 years 6 months |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Chief Executive Officer | ||||||
Commitment And Contingencies [Line Items] | ||||||
Contingent Severance cost | $ 575,000 | |||||
Severance cost, description | These agreements provide severance in the aggregate amount of $575,000 for termination without cause as defined in the agreements. | |||||
Office Space and Research Facilities Lease | ||||||
Commitment And Contingencies [Line Items] | ||||||
Operating leases, rent expense | $ 185,654 | $ 180,108 | $ 554,804 | $ 497,030 | $ 672,526 | $ 584,269 |
Lease agreement description | The new San Diego facility lease agreement included a tenant improvement allowance which provided for the landlord to pay for tenant improvements on behalf of the Company up to $515,000. Based on the terms of this landlord incentive and involvement of the Company in the construction process, the leasehold improvements purchased under the landlord incentive were determined to be property of the Company. | |||||
Lease expiration date | Jun. 30, 2020 | |||||
Office Space and Research Facilities Lease | Maximum | ||||||
Commitment And Contingencies [Line Items] | ||||||
Payments for tenant improvements allowance | $ 515,000 | $ 515,000 |
Commitments and Contingencies68
Commitments and Contingencies - Schedule Future Minimum Lease Payments Under Operating Leases (Detail) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Future minimum lease payment | ||
2,016 | $ 622,226 | |
2016 (remaining three months) | $ 306,563 | |
2,017 | 645,976 | 503,644 |
2,018 | 509,198 | 496,515 |
2,019 | 517,977 | 513,893 |
2020 and beyond | 265,940 | 265,940 |
Total future minimum lease payment | $ 2,245,654 | $ 2,402,218 |
Concentration of Credit Risk -
Concentration of Credit Risk - Additional Information (Detail) - Vendor | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
China | |||||||
Concentration Risk [Line Items] | |||||||
Number of vendors | 2 | 2 | 2 | ||||
Customer Concentration Risk | Net Revenue | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |
Customer Concentration Risk | Net Revenue | China | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 69.00% | 60.00% | 72.00% | 62.00% | 65.00% | 68.00% | |
Customer Concentration Risk | Trade Accounts Receivable | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | 10.00% |
Concentration of Credit Risk 70
Concentration of Credit Risk - Schedule of Concentration of Sales and Accounts Receivable (Detail) - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net Revenue | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |
Net Revenue | Customer A | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 30.00% | 27.00% | 31.00% | 22.00% | 15.00% | 29.00% | |
Net Revenue | Customer B | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 20.00% | 14.00% | 18.00% | 15.00% | 28.00% | 11.00% | |
Net Revenue | Customer C | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 7.00% | 13.00% | 6.00% | 13.00% | 12.00% | 9.00% | |
Trade Accounts Receivable | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | 10.00% | |||
Trade Accounts Receivable | Customer A | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 25.00% | 19.00% | 24.00% | 17.00% | 12.00% | 12.00% | |
Trade Accounts Receivable | Customer B | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 12.00% | 10.00% | 13.00% | 13.00% | 23.00% | 12.00% | |
Trade Accounts Receivable | Customer C | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 3.00% | 11.00% | 4.00% | 8.00% |
Concentration of Credit Risk 71
Concentration of Credit Risk - Schedule of Revenue by Geography (Detail) - Customer Concentration Risk - Net Revenue | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |
China | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 69.00% | 60.00% | 72.00% | 62.00% | 65.00% | 68.00% | |
Other Asia | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 14.00% | 27.00% | 12.00% | 23.00% | 21.00% | 15.00% | |
North America | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 12.00% | 7.00% | 11.00% | 8.00% | 8.00% | 11.00% | |
Europe | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 5.00% | 6.00% | 5.00% | 7.00% | 6.00% | 6.00% |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Chief Executive Officer | ||||
Related Party Transaction [Line Items] | ||||
Note to employee | $ 266,282 | |||
Forgiveness of note to employee | $ 266,282 | |||
Additional expense related to loan forgiveness to employee | 236,414 | |||
GEN3 Partners | ||||
Related Party Transaction [Line Items] | ||||
Professional services expense | $ 0 | $ 0 | $ 0 | $ 9,000 |
Subsequent Events (unaudited) -
Subsequent Events (unaudited) - Additional Information (Detail) | Jul. 22, 2016 | May 24, 2016$ / sharesshares | Sep. 30, 2016shares | Sep. 30, 2015$ / shares | Dec. 31, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares |
Subsequent Event [Line Items] | ||||||
Number of shares, Granted | shares | 339,315 | 512,402 | 255,600 | |||
Weighted average exercise price, Granted | $ / shares | $ 1.90 | $ 2 | $ 2.70 | |||
Reverse stock split description | One-for-ten | |||||
Reverse stock split ratio | 0.1 | |||||
Employee Stock Options | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares, Granted | shares | 339,315 | |||||
Weighted average exercise price, Granted | $ / shares | $ 1.90 | |||||
Restricted Stock | ||||||
Subsequent Event [Line Items] | ||||||
Restricted common stock granted | shares | 57,475 | |||||
Restricted stock, exercise price | $ / shares | $ 1.90 |