Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 08, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | ClearPoint Neuro, Inc. | |
Entity Central Index Key | 0001285550 | |
Document Type | 10-Q | |
Entity File Number | 001-34822 | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity's Reporting Status Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 15,508,649 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 16,976,329 | $ 5,695,722 |
Accounts receivable, net | 984,866 | 1,089,917 |
Inventory, net | 3,650,282 | 3,240,218 |
Prepaid expenses and other current assets | 188,429 | 357,227 |
Total current assets | 21,799,906 | 10,383,084 |
Property and equipment, net | 389,223 | 447,162 |
Operating lease rights of use | 347,685 | 374,218 |
Software license inventory | 489,300 | 504,400 |
Licensing rights | 546,744 | 135,000 |
Other assets | 12,469 | 82,573 |
Total assets | 23,585,327 | 11,926,437 |
Current liabilities: | ||
Accounts payable | 1,435,613 | 965,783 |
Accrued compensation | 826,486 | 1,408,292 |
Other accrued liabilities | 411,491 | 328,460 |
Operating lease liabilities, current portion | 110,349 | 113,520 |
Deferred product and service revenue | 857,813 | 1,016,892 |
Total current liabilities | 3,641,752 | 3,832,947 |
Accrued interest | 959,659 | |
Operating lease liabilities, net of current portion | 255,364 | 276,669 |
Deferred product and service revenue, net of current portion | 148,150 | 197,862 |
Total liabilities | 20,825,467 | 7,339,720 |
Stockholders' equity: | ||
Preferred stock, $0.01 par value; 25,000,000 shares authorized; none issued and outstanding at March 31, 2020 and December 31, 2019 | ||
Common stock, $0.01 par value; 200,000,000 shares authorized; 15,507,149 shares issued and outstanding at Mach 31, 2020; and 15,235,308 shares issued and outstanding at December 31, 2019 | 155,071 | 152,353 |
Additional paid-in capital | 117,399,234 | 117,173,984 |
Accumulated deficit | (114,794,445) | (112,739,620) |
Total stockholders' equity | 2,759,860 | 4,586,717 |
Total liabilities and stockholders' equity | 23,585,327 | 11,926,437 |
2010 Senior Secured Convertible Notes Payable Net | ||
Current liabilities: | ||
Secured notes payable, net | 16,780,201 | |
2014 Junior Secured Notes Payable Net | ||
Current liabilities: | ||
Secured notes payable, net | $ 2,072,583 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 25,000,000 | 25,000,000 |
Preferred stock, issued | ||
Preferred stock, outstanding | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized | 200,000,000 | 200,000,000 |
Common stock, issued | 15,507,149 | 15,235,308 |
Common stock, outstanding | 15,507,149 | 15,235,308 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||
Total revenues | $ 3,115,593 | $ 2,472,517 |
Cost of revenues | 917,336 | 886,481 |
Research and development costs | 829,528 | 584,540 |
Sales and marketing expenses | 1,298,594 | 1,040,712 |
General and administrative expenses | 1,278,509 | 933,033 |
Operating loss | (1,208,374) | (972,249) |
Other income (expense): | ||
Other income (expense), net | (33,304) | 5,629 |
Interest expense, net | (813,147) | (254,105) |
Net loss | $ (2,054,825) | $ (1,220,725) |
Net loss per share attributable to common stockholders: | ||
Basic and diluted (in dollars per share) | $ (0.13) | $ (0.11) |
Weighted average shares outstanding: | ||
Basic and diluted (in shares) | 15,438,276 | 11,044,125 |
Product Revenue | ||
Revenues: | ||
Total revenues | $ 2,103,384 | $ 2,163,953 |
Service and Other Revenues | ||
Revenues: | ||
Total revenues | $ 1,012,209 | $ 308,564 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balances at beginning at Dec. 31, 2018 | $ 110,183 | $ 108,600,405 | $ (107,199,586) | $ 1,511,002 |
Balances at beginning (in shares) at Dec. 31, 2018 | 11,018,364 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Cumulative adjustment for adoption of new accounting standard | (244) | (244) | ||
Share-based compensation | $ 285 | 152,301 | 152,586 | |
Share-based compensation (in shares) | 28,462 | |||
Warrant exercises | $ 204 | (204) | ||
Warrant exercises (in shares) | 20,381 | |||
Net loss for the period | (1,220,725) | (1,220,725) | ||
Balances at ending at Mar. 31, 2019 | $ 110,672 | 108,752,502 | (108,420,555) | 442,619 |
Balance at ending (in shares) at Mar. 31, 2019 | 11,067,207 | |||
Balances at beginning at Dec. 31, 2019 | $ 152,353 | 117,173,984 | (112,739,620) | 4,586,717 |
Balances at beginning (in shares) at Dec. 31, 2019 | 15,235,308 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share-based compensation | $ 97 | 227,871 | 227,968 | |
Share-based compensation (in shares) | 9,696 | |||
Warrant exercises | $ 2,621 | (2,621) | ||
Warrant exercises (in shares) | 262,145 | |||
Net loss for the period | (2,054,825) | (2,054,825) | ||
Balances at ending at Mar. 31, 2020 | $ 155,017 | $ 117,399,234 | $ (114,794,445) | $ 2,759,860 |
Balance at ending (in shares) at Mar. 31, 2020 | 15,507,149 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (2,054,825) | $ (1,220,725) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||
Depreciation and amortization | 57,972 | 34,640 |
Share-based compensation | 227,968 | 152,586 |
Amortization of debt issuance costs and original issue discounts | 787,403 | 169,179 |
Amortization of lease right of use, net of accretion in lease liabilities | 25,077 | 25,630 |
Increase (decrease) in cash resulting from changes in: | ||
Accounts receivable | 105,051 | (32,901) |
Inventory, net | (365,430) | 47,824 |
Prepaid expenses and other current assets | 168,798 | 14,108 |
Other assets | 70,135 | 11,899 |
Accounts payable and accrued expenses | (161,074) | (148,562) |
Accrued interest | (959,661) | 34,625 |
Lease liabilities | (23,019) | (26,289) |
Deferred revenue | (208,791) | 328,523 |
Net cash flows from operating activities | (2,330,396) | (609,463) |
Cash flows from investing activities: | ||
Acquisition of licensing rights | 441,341 | |
Net cash flows from investing activities | (441,341) | |
Cash flows from financing activities: | ||
Proceeds from issuance of 2020 senior secured convertible notes, net of financing costs and discount | 16,890,000 | |
Repayment of 2010 junior secured notes payable | (2,837,656) | |
Net cash flows from financing activities | 14,052,344 | |
Net change in cash and cash equivalents | 11,280,607 | (609,463) |
Cash and cash equivalents, beginning of year | 5,695,722 | 3,101,133 |
Cash and cash equivalents, end of year | 16,976,329 | 2,491,670 |
Cash paid for: | ||
Interest | 1,043,371 | 291,032 |
Non-Cash Transactions | ||
Operating lease right-of-use assets | 480,395 | |
Operating lease liabilities | 480,395 | |
Aggregate net book value of reusable components transferred from inventory to loaned systems | 29,564 | |
Aggregate net book value of reusable components transferred from loaned systems to inventory | $ 155,717 | |
Financing costs | $ 132,129 |
Description of the Business and
Description of the Business and Financial Condition | 3 Months Ended |
Mar. 31, 2020 | |
Description Of Business And Liquidity | |
Description of the Business and Financial Condition | 1. Description of the Business and Financial Condition ClearPoint Neuro, Inc. (the “Company”) is a medical device company focused on the development and commercialization of technology that enables physicians to see inside the brain and heart using direct, intra-procedural magnetic resonance imaging (“MRI”) guidance while performing minimally invasive surgical procedures. The Company’s ClearPoint ® ® On February 12, 2020, the Company changed its corporate name from MRI Interventions, Inc. to ClearPoint Neuro, Inc., pursuant to a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware. In addition, effective as of February 12, 2020, the Company’s Board of Directors adopted the Second and Amended Restated Bylaws, to reflect the name change of the Company. No other changes were made to the Company’s certificate of incorporation or bylaws. In connection with the Company’s name change, effective as of the opening of trading on February 12, 2020, the Company’s shares of common stock are trading on the Nasdaq Capital Market under the symbol “CLPT.” COVID-19 On March 11, 2020, the World Health Organization characterized the spread of a novel strain of coronavirus (“COVID-19”) as a global pandemic, and on March 13, 2020, the President of the United States proclaimed that the COVID-19 outbreak in the United States constituted a national emergency. Continued widespread infection in the United States is a possibility. Extraordinary actions have been taken by federal, state and local governmental authorities to combat the spread of COVID-19, including issuance of “stay-at-home” directives and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations. These measures, while intended to protect human life, have led to reduced economic activity, including the postponement or cancellation of elective surgical procedures, which historically have represented approximately 80% of the number of surgical procedures using the Company’s ClearPoint system. The rapid development and fluidity of the situation precludes any prediction as to the ultimate impact COVID-19 will have on the Company’s business, financial condition, results of operation and cash flows, which will depend largely on future developments directly or indirectly relating to the duration and scope of the COVID-19 outbreak in the United States. Liquidity The Company has incurred net losses since its inception which has resulted in a cumulative deficit at March 31, 2020 of $115 million. In addition, the Company’s use of cash from operations amounted to $2.3 million for the three months ended March 31, 2020 and $2.8 million for the year ended December 31, 2019. Since its inception, the Company has financed its operations principally from the sale of equity securities, the issuance of notes payable, product and service contracts and license arrangements. As discussed in Note 7, in May 2019, the Company entered into a Securities Purchase Agreement with certain accredited investors under which such investors purchased 2,426,455 shares of the Company’s common stock at $3.10 per share (the “2019 PIPE), resulting in proceeds of approximately $7.5 million, before deducting offering expenses aggregating approximately $94,000. In addition, as discussed in Note 5, in January 2020, the Company entered into a Securities Purchase Agreement with two investors under which the Company issued to such investors an aggregate principal amount of $17.5 million of floating rate secured convertible notes (the “2020 Secured Notes”), resulting in proceeds, net of financing costs paid and payable, and a commitment fee paid to one of the investors, of approximately $16.8 million. From the net proceeds received from the issuance of the 2020 Secured Notes, which have a five-year term, the Company repaid and retired the 2010 Junior Secured Notes Payable (the “2010 Secured Notes”) that otherwise would have matured in October and November 2020. Also, as discussed in Note 8, in April 2020, the Company received $896,000 in proceeds through a loan funded under the Payroll Protection Program as part of the CARES Act. Management’s plan during the period in which the Company is affected by the COVID-19 pandemic is to retain the Company’s employee base and, pending the ultimate duration and impact of the COVID-19 pandemic and by using the funds for the purposes described under the terms of the loan, consider whether to repay the loan in conformity with its terms or request that all or a portion of the loan, as applicable under its terms, be ultimately forgiven. However there is no assurance that the Company would be successful in obtaining such forgiveness. Based on the foregoing, in management’s opinion, cash and cash equivalent balances at March 31, 2020, when combined with the proceeds from issuance of the 2020 Secured Notes (after repayment of the 2010 Secured Notes) and receipt of the proceeds from the loan funded under the Payroll Protection Program, are sufficient to support the Company’s operations and meet its obligations for at least the next twelve months. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Use of Estimates In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared on a basis consistent with the Company’s December 31, 2019 audited consolidated financial statements, and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth therein. These condensed consolidated financial statements have been prepared in accordance with United States Securities and Exchange Commission (“SEC”) rules for interim financial information, and, therefore, omit certain information and footnote disclosures necessary to present such statements in accordance with generally accepted accounting principles in the U.S. (“GAAP”). The preparation of these condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2019 Form 10-K. The accompanying condensed consolidated balance sheet as of December 31, 2019 has been derived from the audited consolidated financial statements at that date but does not include all information and footnotes required by GAAP for a complete set of financial statements. The results of operations for the three months ended March 31, 2020 may not be indicative of the results to be expected for the entire year or any future periods. Inventory Inventory is carried at the lower of cost (first-in, first-out method) or net realizable value. Items in inventory relate predominantly to the Company’s ClearPoint system. Software license inventory related to ClearPoint systems undergoing on-site customer evaluation is included in inventory in the accompanying condensed consolidated balance sheets. All other software license inventory is classified as a non-current asset. The Company periodically reviews its inventory for obsolete items and provides a reserve upon identification of potential obsolete items. Intangible Assets In June 2019 and February 2020, the Company entered into license agreements that provide rights to the Company for the development and commercialization of products in the functional neurosurgery field. Under the terms of those certain license agreements, the Company paid an aggregate $591,341 to the licensors upon execution of the license agreements for access to the underlying technologies and will make future payments based on the achievement of regulatory and commercialization milestones as defined in the license agreements. In conformity with Accounting Standards Codification Section 350, “Intangibles – Goodwill and Other,” the Company amortizes its investment in the license rights described above over an expected useful life of five years. Revenue Recognition The Company’s revenues are comprised primarily of: (1) product revenues resulting from the sale of functional neurosurgical products, and drug delivery and biologic products; (2) product revenues resulting from the sale of ClearPoint capital equipment; (3) revenues resulting from the rental, service, installation, training and shipping related to ClearPoint capital equipment; and (4) clinical case support revenues in connection with customer-sponsored clinical trials. The Company recognizes revenue when control of the Company’s products and services is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The Company recognizes revenue for satisfied performance obligations only when it determines there are no uncertainties regarding payment terms or transfer of control. Lines of Business; Timing of Revenue Recognition · Functional neurosurgery product, biologics and drug delivery systems product, and therapy product sales: · Capital equipment sales o Capital equipment sales preceded by evaluation periods: o Capital equipment sales not preceded by evaluation periods: For both types of capital equipment sales described above, the Company’s determination of the point in time at which to recognize revenue represents that point at which the customer has legal title, physical possession, and the risks and rewards of ownership, and the Company has a present right to payment. · Functional neurosurgery and related services: · Biologics and drug delivery services: o Outsourced recruitment and/or designation of a clinical services liaison between Company and its customer: o Outsourced technical clinical support of cases performed pursuant to customer-sponsored clinical trials: § Service Access Fees: § Procedure-Based Fees: o Therapy services: · Capital equipment-related services: o Rental and equipment service: o Installation, training and shipping: The Company operates in one industry segment, and substantially all its sales are to U.S.-based customers. Payment terms under contracts with customers generally are in a range of 30-60 days after the customers’ receipt of the Company’s invoices. The Company provides a one-year warranty on its functional neurosurgery products, biologics and drug delivery systems products, and capital equipment products that are not otherwise covered by a third-party manufacturer’s warranty. The Company’s contracts with customers do not provide for a right of return other than for product defects. See Note 3 for additional information regarding revenue recognition. Net Loss Per Share The Company computes net loss per share using the weighted-average number of common shares outstanding during the period. Basic and diluted net loss per share are the same because the conversion, exercise or issuance of all potential common stock equivalents, which comprise the entire amount of the Company’s outstanding common stock options and warrants as described in Note 7, would be anti-dilutive. Concentration Risks and Other Risks and Uncertainties Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company holds its cash and cash equivalents on deposit with financial institutions in the U.S. insured by the Federal Deposit Insurance Corporation. At March 31, 2020, the Company had approximately $7.8 million in bank balances that were in excess of the insured limits. Information with respect to accounts receivable from those customers who comprised more than 10% of accounts receivable at March 31, 2020 and December 31, 2019 is as follows: March 31, December 31, 2019 Customer – 1 14% 12% Information with respect to customers that accounted for sales in excess of 10% of total sales in the three-month periods ended March 31, 2020 and 2019 is as follows: March 31, 2020 2019 Customer – 1 28% 15% Prior to granting credit, the Company performs credit evaluations of its customers’ financial condition, and generally does not require collateral from its customers. The Company will provide an allowance for doubtful accounts when collections become doubtful. The allowance for doubtful accounts at March 31, 2020 and December 31, 2019 was approximately $27,000 and $29,000, respectively. The Company is subject to risks common to emerging companies in the medical device industry, including, but not limited to: new technological innovations; acceptance and competitiveness of its products; dependence on key personnel; dependence on key suppliers; changes in general economic conditions and interest rates; protection of proprietary technology; compliance with changing government regulations; uncertainty of widespread market acceptance of products; access to credit for capital purchases by customers; and product liability claims. Certain components used in manufacturing have relatively few alternative sources of supply and establishing additional or replacement suppliers for such components cannot be accomplished quickly. The inability of any of these suppliers to fulfill the Company’s supply requirements may negatively impact future operating results. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2020 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 3. Revenue Recognition Revenue by Service Line Three Months Ended March 31, 2020 2019 Products: Disposable products: Functional neurosurgery $ 1,684,937 $ 1,604,645 Biologics and drug delivery 172,846 284,910 Therapy 57,500 — Capital equipment 188,101 274,399 Total product revenue 2,103,384 2,163,953 Services: Capital equipment and other 156,495 211,202 Biologics and drug delivery 855,714 97,362 Total service revenue 1,012,209 308,564 Total revenue $ 3,115,593 $ 2,472,517 Contract Balances · Contract assets · Contract liabilities – During the three months ended March 31, 2020, the Company recognized capital equipment-related service revenue of approximately $121,000, which was previously included in deferred revenue in the accompanying condensed consolidated balance sheet at December 31, 2019. In September 2019, the Company entered into a Development Services Agreement with a customer under which the Company was entitled to bill the customer for an upfront payment of $127,600, of which $83,000 and $102,000 are included in deferred revenue in the accompanying March 31, 2020 and December 31, 2019 condensed consolidated balance sheets, respectively. Also, in September 2019, the Company entered into a Letter of Intent, followed by a related Statement of Work (together with the Letter of Intent, the “Project Documents”) in November 2019, with a customer which is a stockholder and whose Chief Operating Officer is a member of the Company’s Board of Directors, to commence a product development project. Under the terms of the Project Documents, the Company was entitled to bill the customer for: (a) an upfront, nonrefundable payment of $500,000; and (b) quarterly service fees of $500,000 commencing in the fourth quarter of 2019. In February 2020, the Company entered into a Supply Agreement and a Statement of Work (the “European SOW”) with a European affiliate of the customer. Under the terms of the European SOW, the Company was entitled to bill the customer on a quarterly basis, commencing in the first quarter of 2020, for service fees of $250,000. The Company recognizes as revenue each of the upfront payments described in this paragraph in proportional relationship to the transaction prices of the performance obligations contained in the related agreements, and recognizes as revenue the quarterly service fees described in this paragraph as stand-by services beginning in the quarter such services commenced. Based on the foregoing, approximately $464,000 and $625,000 of the aggregate amount of all the payments described in this paragraph were included in deferred revenue in the accompanying condensed consolidated balance sheets at March 31, 2020 and December 31, 2019, respectively. The Company offers an upgraded version of its software at no additional charge to customers purchasing a three-year systems service agreement. The transaction prices of the software and the service agreement are determined through an allocation of the service agreement price based on the standalone prices of the software and the service agreements. The transaction price of the software is recognized as revenue upon its installation and comprised approximately $149,000 and $172,000 of unbilled accounts receivable at March 31, 2020 and December 31, 2019, respectively. Remaining Performance Obligations The Company’s contracts with customers, other than capital equipment-related service agreements discussed below, are predominantly of terms less than one year. Accordingly, the transaction price of remaining performance obligations related to such contracts at March 31, 2020 are not material. Revenue with respect to remaining performance obligations related to capital equipment-related service agreements with original terms in excess of one year and the upfront payments discussed under the heading “Contract Balances” above amounted to approximately $992,000 at March 31, 2020. The Company expects to recognize this revenue within the next three years. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | 4. Inventory Inventory consists of the following as of: March 31, December 31, Raw materials and work in process $ 1,685,035 $ 1,495,190 Software licenses 245,000 332,500 Finished goods 1,720,247 1,412,528 Inventory, net, included in current assets 3,650,282 3,240,218 Software licenses – non-current 489,300 504,400 Total $ 4,139,582 $ 3,744,618 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | 5. Notes Payable 2020 Secured Notes On January 29, 2020 (the “Closing Date”), the Company completed a financing transaction (the “2020 Financing Transaction”) with two investors (the “2020 Convertible Noteholders”), whereby the Company issued an aggregate principal amount of $17,500,000 of the 2020 Secured Notes pursuant to a Securities Purchase Agreement (the “SPA”) dated January 11, 2020. Unless earlier converted or redeemed, the 2020 Secured Notes will mature on the fifth anniversary of the Closing Date, and bear interest at a rate equal to the sum of (i) the greater of (x) the three (3)-month London Interbank Offered Rate (“LIBOR”) and (y) two percent (2%), plus (ii) a margin of 2% on the outstanding balance of the 2020 Secured Notes, payable quarterly on the first business day of each calendar quarter. The 2020 Secured Notes may not be pre-paid without the consent of the noteholder, provided that the Company must offer to pre-pay such other noteholder on the same terms and conditions. Prior to maturity, the 2020 Convertible Noteholders will have the right to convert all or any portion of the outstanding balance of their notes, including any accrued but unpaid interest, into shares of the Company’s common stock at a conversion price of $6.00 per share, subject to certain adjustments as set forth in the 2020 Secured Notes. The 2020 Secured Notes are collateralized by all the assets of the Company. Pursuant to the terms and subject to the conditions of the SPA, at any time on or prior to January 11, 2022, the Company shall have the right, but not the obligation, to request that one of the 2020 Convertible Noteholders purchase an additional $5,000,000 in aggregate principal amount of Second Closing Notes (as defined in the SPA) and an additional $10,000,000 in aggregate principal amount of additional Third Closing Notes (as defined in the SPA) (together, the “Additional Convertible Notes”), provided that such 2020 Convertible Noteholder has the right, but not the obligation, to purchase such notes. As of March 31, 2020, the Company had made no requests of the 2020 Convertible Noteholder to purchase any of the Additional Convertible Notes. The terms of the Additional Convertible Notes are the same as the terms of the 2020 Secured Notes, except that: (a) the Additional Convertible Notes would bear interest at a rate equal to the sum of (i) the greater of (x) the three (3)-month LIBOR and (y) 2%, plus (ii) a margin of 7% on their outstanding balance; and (b) only 70% of the Additional Convertible Notes’ principal amount outstanding would be convertible into shares of the Company’s common stock. The carrying amount of the 2020 Secured Notes in the accompanying March 31, 2020 condensed consolidated balance sheet is presented net of: (a) financing costs, comprised of commissions and legal expenses, having an unamortized balance of $428,826; and (b) a discount, comprised of a commitment fee paid to one of the 2020 Convertible Noteholders, having an unamortized balance amounting to $290,973 at that date. The unamortized balance of the financing costs and the discount are charged to interest expense over the term of the 2020 Secured Notes under the effective interest method. An executive officer of one of the 2020 Convertible Noteholders is a member of the Company’s Board of Directors, and, pursuant to the terms of the SPA and a Board Observer Agreement entered into by the other 2020 Convertible Noteholder and the Company, such 2020 Convertible Noteholder appointed an individual to attend and observe meetings of the Company’s Board of Directors. On January 27, 2020, as a condition to completion of the 2020 Financing Transaction, the Company entered into the Fourth Omnibus Amendment to the 2010 Secured Notes, whereby the 2010 Secured Notes were subordinated to the Company’s obligations under the terms of the 2020 Secured Notes and the Additional Convertible Notes, as applicable. During the three months ended March 31, 2020, the Company repaid in full the aggregate outstanding principal amount of the 2010 Secured Notes, amounting to approximately $2.8 million, which, along with the Company’s payment of accrued interest amounting to approximately $920,000, resulted in the full retirement of the 2010 Secured Notes. 2010 Secured Notes The indebtedness outstanding under the 2010 Secured Notes at December 31, 2019 was $2.8 million. As discussed above, during the three months ended March 31, 2020, the Company repaid in full the aggregate outstanding principal amount of the 2010 Secured Notes, together with accrued interest. The Company’s Chairman and one of the Company’s officers held 2010 Secured Notes purchased at the date of original issuance having an aggregate principal balance of $197,000. The carrying amount of the 2010 Secured Notes in the accompanying December 31, 2019 condensed consolidated balance sheet is presented net of a discount, having an unamortized balance amounting to $765,073 at that date, arising from shares issued to the noteholders at issuance of the 2010 Secured Notes. During the three months ended March 31, 2020, the unamortized balance of this discount was charged to interest expense upon the Company’s repayment of the 2010 Secured Notes. Scheduled Notes Payable Maturities Scheduled principal payments as of March 31, 2020 with respect to notes payable are summarized as follows: Years ending December 31, 2020 - 2024 — Thereafter $ 17,500,000 Total scheduled principal payments 17,500,000 Less: Unamortized financing costs and discount (719,799 ) Total $ 16,780,201 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | 6. Leases The Company leases office space in Irvine, California that houses its headquarters and manufacturing facility under a non-cancellable operating lease. The lease term commenced on October 1, 2018 and expires in September 2023. The Company has the option to renew the lease for two additional periods of five years each. The Company also leases office space in Mississauga, Ontario, Canada for its software development personnel. The lease term commenced on August 1, 2018, is set to expire in July 2020, and provides for automatic one-year renewals at the Company’s option. Both office leases are classified as operating leases in conformity with the provisions of Topic 842. The lease costs included in general and administrative expenses were $27,750 and $27,468 for the three months ended March 31, 2020 and 2019, respectively. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' equity: | |
Stockholders' Equity | 7. Stockholders’ Equity 2019 Private Placement On May 9, 2019, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (collectively, the “Investors”) for the private placement of 2,426,455 shares of the Company’s common stock at $3.10 per share. The Company received aggregate gross proceeds of approximately $7.5 million, before deducting offering expenses aggregating approximately $94,000. The Purchase Agreement also contains representations and warranties by the Company and the Investors and covenants of the Company and the Investors (including indemnification from the Company in the event of breaches of its representations and warranties), certain information rights and other rights, obligations and restrictions, which the Company believes are customary for transactions of this type. Issuance of Common Stock in Lieu of Cash Payments Under the terms of the Amended and Restated Non-Employee Director Compensation Plan, each compensated non-employee member of the Company’s Board of Directors may elect to receive all or part of his or her director fees in shares of the Company’s common stock. Director fees, whether paid in cash or in shares of common stock, are payable quarterly on the last day of each fiscal quarter. The number of shares of common stock issued to directors is determined by dividing the product of: (i)(a) the fees otherwise payable to each director in cash, times (b) the percentage of fees the director elected to receive in shares of common stock, by (ii) the volume weighted average price per share of common stock over the last five trading days of the quarter. The following is information regarding the number of shares issued to directors as payment for director fees in lieu of cash for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 9,731 8,898 Stock Incentive Plans The Company has various share-based compensation plans and share-based compensatory contracts (collectively, the “Plans”) under which it has granted share-based awards, such as stock grants, and incentive and non-qualified stock options, to employees, directors, consultants and advisors. Awards may be subject to a vesting schedule as set forth in individual award agreements. Certain of the Plans also have provided for cash-based performance bonus awards. Since October 2017, the Company has granted share-based awards under the Company’s Second Amended and Restated 2013 Incentive Compensation Plan (the “2013 Plan”). Under the 2013 Plan, a total of 1,956,250 shares of the Company’s common stock are reserved for issuance. Of this amount, stock grants of 414,663 shares have been awarded and option grants, net of options exercised, terminated, expired or forfeited, of 1,080,679 shares were outstanding as of March 31, 2020. Accordingly, 460,908 shares remained available for grants under the 2013 Plan as of that date. Stock option activity under all of the Company’s Plans during the three months ended March 31, 2020 is summarized below: Shares Weighted- Intrinsic Value (1) Outstanding at January 1, 2020 1,639,167 $ 9.87 $ 2,892,027 Expired / forfeited (5,555 ) 3.95 Outstanding at March 31, 2020 1,633,612 $ 9.90 $ 1,270,744 (1) Intrinsic value is calculated as the estimated fair value of the Company’s stock at the end of the related period less the option exercise price of in-the-money options. As of March 31, 2020, there was unrecognized compensation expense of approximately $428,000 related to outstanding stock options, which is expected to be recognized over a weighted average period of 1.7 years. Warrants Warrants have generally been issued in connection with financing transactions and for terms of up to five years. Common stock warrant activity for the three months ended March 31, 2020 was as follows: Shares Weighted- Intrinsic Value (1) Outstanding at January 1, 2020 5,532,267 $ 4.00 $ 10,470,008 Exercised (427,657 ) 2.20 590,167 Outstanding at March 31, 2020 5,104,610 $ 4.15 $ 4,967,256 (1) Intrinsic value is calculated as the estimated fair value of the Company’s stock at the end of the related period less the option exercise price of in-the-money options. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. Subsequent Event In April 2020, the Company received $896,000 in proceeds through a loan funded under the Payroll Protection Program as part of the CARES Act, which was enacted by the U.S. Congress in response to the COVID-19 pandemic. The loan has a two-year term, bears an interest at rate of 1% per annum, and is payable monthly from November 2020 through the remainder of the note’s term in equal monthly installments of principal and interest amounting to $50,424.18. Management’s plan during the period in which the Company is affected by the COVID-19 pandemic is to retain its employee base and, pending the ultimate duration and impact of the COVID-19 pandemic and by using the funds for the purposes described under the terms of the loan, consider whether to repay the loan in conformity with its terms or request that all or a portion of the loan, as applicable under its terms, be ultimately forgiven. However, there is no assurance that the Company would be successful in obtaining such forgiveness. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared on a basis consistent with the Company’s December 31, 2019 audited consolidated financial statements, and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth therein. These condensed consolidated financial statements have been prepared in accordance with United States Securities and Exchange Commission (“SEC”) rules for interim financial information, and, therefore, omit certain information and footnote disclosures necessary to present such statements in accordance with generally accepted accounting principles in the U.S. (“GAAP”). The preparation of these condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2019 Form 10-K. The accompanying condensed consolidated balance sheet as of December 31, 2019 has been derived from the audited consolidated financial statements at that date but does not include all information and footnotes required by GAAP for a complete set of financial statements. The results of operations for the three months ended March 31, 2020 may not be indicative of the results to be expected for the entire year or any future periods. |
Inventory | Inventory Inventory is carried at the lower of cost (first-in, first-out method) or net realizable value. Items in inventory relate predominantly to the Company’s ClearPoint system. Software license inventory related to ClearPoint systems undergoing on-site customer evaluation is included in inventory in the accompanying condensed consolidated balance sheets. All other software license inventory is classified as a non-current asset. The Company periodically reviews its inventory for obsolete items and provides a reserve upon identification of potential obsolete items. |
Intangible Assets | Intangible Assets In June 2019 and February 2020, the Company entered into license agreements that provide rights to the Company for the development and commercialization of products in the functional neurosurgery field. Under the terms of those certain license agreements, the Company paid an aggregate $591,341 to the licensors upon execution of the license agreements for access to the underlying technologies and will make future payments based on the achievement of regulatory and commercialization milestones as defined in the license agreements. In conformity with Accounting Standards Codification Section 350, “Intangibles – Goodwill and Other,” the Company amortizes its investment in the license rights described above over an expected useful life of five years. |
Revenue Recognition | Revenue Recognition The Company’s revenues are comprised primarily of: (1) product revenues resulting from the sale of functional neurosurgical products, and drug delivery and biologic products; (2) product revenues resulting from the sale of ClearPoint capital equipment; (3) revenues resulting from the rental, service, installation, training and shipping related to ClearPoint capital equipment; and (4) clinical case support revenues in connection with customer-sponsored clinical trials. The Company recognizes revenue when control of the Company’s products and services is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The Company recognizes revenue for satisfied performance obligations only when it determines there are no uncertainties regarding payment terms or transfer of control. Lines of Business; Timing of Revenue Recognition · Functional neurosurgery product, biologics and drug delivery systems product, and therapy product sales: · Capital equipment sales o Capital equipment sales preceded by evaluation periods: o Capital equipment sales not preceded by evaluation periods: For both types of capital equipment sales described above, the Company’s determination of the point in time at which to recognize revenue represents that point at which the customer has legal title, physical possession, and the risks and rewards of ownership, and the Company has a present right to payment. · Functional neurosurgery and related services: · Biologics and drug delivery services: o Outsourced recruitment and/or designation of a clinical services liaison between Company and its customer: o Outsourced technical clinical support of cases performed pursuant to customer-sponsored clinical trials: § Service Access Fees: § Procedure-Based Fees: o Therapy services: · Capital equipment-related services: o Rental and equipment service: o Installation, training and shipping: The Company operates in one industry segment, and substantially all its sales are to U.S.-based customers. Payment terms under contracts with customers generally are in a range of 30-60 days after the customers’ receipt of the Company’s invoices. The Company provides a one-year warranty on its functional neurosurgery products, biologics and drug delivery systems products, and capital equipment products that are not otherwise covered by a third-party manufacturer’s warranty. The Company’s contracts with customers do not provide for a right of return other than for product defects. See Note 3 for additional information regarding revenue recognition. |
Net Loss Per Share | Net Loss Per Share The Company computes net loss per share using the weighted-average number of common shares outstanding during the period. Basic and diluted net loss per share are the same because the conversion, exercise or issuance of all potential common stock equivalents, which comprise the entire amount of the Company’s outstanding common stock options and warrants as described in Note 7, would be anti-dilutive. |
Concentration Risks and Other Risks and Uncertainties | Concentration Risks and Other Risks and Uncertainties Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company holds its cash and cash equivalents on deposit with financial institutions in the U.S. insured by the Federal Deposit Insurance Corporation. At March 31, 2020, the Company had approximately $7.8 million in bank balances that were in excess of the insured limits. Information with respect to accounts receivable from those customers who comprised more than 10% of accounts receivable at March 31, 2020 and December 31, 2019 is as follows: March 31, December 31, 2019 Customer – 1 14% 12% Information with respect to customers that accounted for sales in excess of 10% of total sales in the three-month periods ended March 31, 2020 and 2019 is as follows: March 31, 2020 2019 Customer – 1 28% 15% Prior to granting credit, the Company performs credit evaluations of its customers’ financial condition, and generally does not require collateral from its customers. The Company will provide an allowance for doubtful accounts when collections become doubtful. The allowance for doubtful accounts at March 31, 2020 and December 31, 2019 was approximately $27,000 and $29,000, respectively. The Company is subject to risks common to emerging companies in the medical device industry, including, but not limited to: new technological innovations; acceptance and competitiveness of its products; dependence on key personnel; dependence on key suppliers; changes in general economic conditions and interest rates; protection of proprietary technology; compliance with changing government regulations; uncertainty of widespread market acceptance of products; access to credit for capital purchases by customers; and product liability claims. Certain components used in manufacturing have relatively few alternative sources of supply and establishing additional or replacement suppliers for such components cannot be accomplished quickly. The inability of any of these suppliers to fulfill the Company’s supply requirements may negatively impact future operating results. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of concentration of risk | Information with respect to accounts receivable from those customers who comprised more than 10% of accounts receivable at March 31, 2020 and December 31, 2019 is as follows: March 31, December 31, 2019 Customer – 1 14% 12% Information with respect to customers that accounted for sales in excess of 10% of total sales in the three-month periods ended March 31, 2020 and 2019 is as follows: March 31, 2020 2019 Customer – 1 28% 15% |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue Recognition [Abstract] | |
Schedule of revenue recognition | Three Months Ended March 31, 2020 2019 Products: Disposable products: Functional neurosurgery $ 1,684,937 $ 1,604,645 Biologics and drug delivery 172,846 284,910 Therapy 57,500 — Capital equipment 188,101 274,399 Total product revenue 2,103,384 2,163,953 Services: Capital equipment and other 156,495 211,202 Biologics and drug delivery 855,714 97,362 Total service revenue 1,012,209 308,564 Total revenue $ 3,115,593 $ 2,472,517 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | March 31, December 31, Raw materials and work in process $ 1,685,035 $ 1,495,190 Software licenses 245,000 332,500 Finished goods 1,720,247 1,412,528 Inventory, net, included in current assets 3,650,282 3,240,218 Software licenses – non-current 489,300 504,400 Total $ 4,139,582 $ 3,744,618 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable maturities | Years ending December 31, 2020 - 2024 — Thereafter $ 17,500,000 Total scheduled principal payments 17,500,000 Less: Unamortized financing costs and discount (719,799 ) Total $ 16,780,201 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' equity: | |
Schedule of shares issued to directors | The following is information regarding the number of shares issued to directors as payment for director fees in lieu of cash for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 9,731 8,898 |
Schedule of stock options issued by the Company | Shares Weighted- Intrinsic Value (1) Outstanding at January 1, 2020 1,639,167 $ 9.87 $ 2,892,027 Expired / forfeited (5,555 ) 3.95 Outstanding at March 31, 2020 1,633,612 $ 9.90 $ 1,270,744 (1) Intrinsic value is calculated as the estimated fair value of the Company’s stock at the end of the related period less the option exercise price of in-the-money options. |
Schedule of common stock warrant activity | Shares Weighted- Intrinsic Value (1) Outstanding at January 1, 2020 5,532,267 $ 4.00 $ 10,470,008 Exercised (427,657 ) 2.20 590,167 Outstanding at March 31, 2020 5,104,610 $ 4.15 $ 4,967,256 (1) Intrinsic value is calculated as the estimated fair value of the Company’s stock at the end of the related period less the option exercise price of in-the-money options. |
Description of the Business a_2
Description of the Business and Financial Condition (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Cumulative net loss | $ (114,794,445) | $ (112,739,620) | ||
Net cash used in operations | (2,330,396) | $ (609,463) | $ (2,849,515) | |
Subsequent Event | SBA's Payroll Protection Program | ||||
Proceeds received through a loan funded under the PPP | $ 896,000 | |||
Security Purchase Agreement | The "2020 Secured Notes" | ||||
Secured convertible notes | 17,500,000 | |||
Proceeds from debt, net | $ 16,800,000 | |||
Term of secured notes | 5 years | |||
Securities Purchase Agreement (the "2019 PIPE") | Accredited Investors | ||||
Sale of stock, number of shares issued | 2,426,455 | |||
Share price (in dollars per share) | $ 3.10 | |||
Offering costs | $ 94,000 | |||
Proceeds from issuance of stock | $ 7,500,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Schedule of Concentration of Risk (Details) - Customer #1 | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Accounts Receivable | |||
Concentration risk, percentage | 14.00% | 12.00% | |
Sales | |||
Concentration risk, percentage | 28.00% | 15.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | |
Mar. 31, 2020USD ($)Integer | Dec. 31, 2019USD ($) | |
Bank balances in excess of insured limits | $ 7,800,000 | |
Allowance for doubtful accounts | $ 27,000 | $ 29,000 |
Payment terms under contracts with customers | A range of 30-60 days after the customers' receipt of the Company's invoices. | |
Operating segments | Integer | 1 | |
Minimum | ||
Term of service agreements (in years) | 1 year | |
Maximum | ||
Term of service agreements (in years) | 3 years | |
License Agreement Terms | ||
Payment terms under license agreement | $ 591,341 | |
Expected useful life | 5 years |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenue Recognition (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Total revenues | $ 3,115,593 | $ 2,472,517 |
Product - Functional Neurosurgery | ||
Total revenues | 1,684,937 | 1,604,645 |
Product - Biologics and Drug Delivery | ||
Total revenues | 172,846 | 284,910 |
Products - Therapy | ||
Total revenues | 57,500 | |
Product - Capital Equipment | ||
Total revenues | 188,101 | 274,399 |
Product - Product Revenue | ||
Total revenues | 2,103,384 | 2,163,953 |
Services - Capital Equipment and Other | ||
Total revenues | 156,495 | 211,202 |
Services - Biologics and Drug Delivery | ||
Total revenues | 855,714 | 97,362 |
Services - Service Revenue | ||
Total revenues | $ 1,012,209 | $ 308,564 |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Total revenues | $ 3,115,593 | $ 2,472,517 | |
Unbilled accounts receivable | 149,000 | $ 172,000 | |
Development Services Agreement | |||
Accounts receivable | 127,600 | ||
Deferred revenue | 83,000 | 102,000 | |
Letter of Intent | Investor | |||
Deferred revenue | 464,000 | 625,000 | |
Service fees receivable, quarterly | 250,000 | 500,000 | |
Letter of Intent | Investor | Nonrefundable Payment | |||
Accounts receivable and deferred revenue | $ 500,000 | ||
Remaining Performance Obligations Capital Equipment-Related Service Revenue | |||
Total revenues | 992,000 | ||
Capital Equipment-Related Service Revenue | |||
Total revenues | $ 121,000 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials and work in process | $ 1,685,035 | $ 1,495,190 |
Software licenses | 245,000 | 332,500 |
Finished goods | 1,720,247 | 1,412,528 |
Inventory included in current assets | 3,650,282 | 3,240,218 |
Software licenses - non-current | 489,300 | 504,400 |
Total inventory | $ 4,139,582 | $ 3,744,618 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable Maturities (Details) | Mar. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
2020 | |
2021 | |
2022 | |
2023 | |
2024 | |
Thereafter | 17,500,000 |
Total scheduled principal payments | 17,500,000 |
Less: Unamortized financing costs and discount | (719,799) |
Total | $ 16,780,201 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Debt instrument, unamortized discount | $ 719,799 | |
2010 Junior Secured Notes Payable | ||
Debt Instrument [Line Items] | ||
Repayment of secured debt | 2,800,000 | |
Payments for accrued interest | 920,000 | |
Debt face amount | $ 2,800,000 | |
Debt instrument, unamortized discount | $ 765,073 | |
2010 Junior Secured Notes Payable | Chairman and Officer | ||
Debt Instrument [Line Items] | ||
Debt face amount | 197,000 | |
Security Purchase Agreement | The "2020 Secured Notes" | ||
Debt Instrument [Line Items] | ||
Secured notes | $ 17,500,000 | |
Term of secured notes | 5 years | |
Interest rate terms | Bears interest at a rate equal to the sum of (i) the greater of (x) the three (3)-month London Interbank Offered Rate and (y) two percent (2%), plus (ii) a margin of 2% on the outstanding balance of the 2020 Notes, payable quarterly on the first business day of each calendar quarter. | |
Conversion price, per share | $ 6 | |
Debt instrument, unamortized discount | $ 428,826 | |
Security Purchase Agreement | The "2020 Convertible Noteholders" | ||
Debt Instrument [Line Items] | ||
Secured convertible notes, terms and conditions | At any time on or prior to January 11, 2022, the Company shall have the right, but not the obligation, to request that one of the 2020 Convertible Noteholders purchase an additional $5,000,000 in aggregate principal amount of Second Closing Notes (as defined in the SPA) and an additional $10,000,000 in aggregate principal amount of additional Third Closing Notes (as defined in the SPA) (together, the “Additional Convertible Notes”), provided that the such 2020 Convertible Noteholder has the right, but not the obligation, to purchase such notes. The terms of the Additional Convertible Notes are the same as the terms of the 2020 Secured Notes, except that: (a) the Additional Convertible Notes would bear interest at a rate equal to the sum of (i) the greater of (x) the three (3)-month London Interbank Offered Rate and (y) 2%, plus (ii) a margin of 7% on their outstanding balance; and (b) only 70% of the Additional Convertible Notes’ principal amount outstanding would be convertible into shares of the Company’s common stock. | |
Debt instrument, unamortized discount | $ 290,973 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Lease cost (included in general and administrative expense) | $ 27,750 | $ 27,468 |
Office Lease - Irvine, California | ||
Commenced date | Oct. 1, 2018 | |
Lease expiration date | Sep. 30, 2023 | |
Lease term | 5 years | |
Lease renewal term | 5 years | |
Office Lease - Mississauga, Ontario, Canada | ||
Commenced date | Aug. 1, 2018 | |
Lease expiration date | Jul. 31, 2020 | |
Lease term | 1 year | |
Lease renewal term | 1 year |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Shares Issued to Directors (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Director | ||
Number of shares issued as payment for director fees in lieu of cash | 9,731 | 8,898 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Stock Options Issued by the Company (Details) | 3 Months Ended | |
Mar. 31, 2020USD ($)$ / sharesshares | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding at beginning | shares | 1,639,167 | |
Expired / forfeited | shares | (5,555) | |
Outstanding at ending | shares | 1,633,612 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding at beginning | $ / shares | $ 9.87 | |
Expired / forfeited | $ / shares | 3.95 | |
Outstanding at ending | $ / shares | $ 9.90 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Intrinsic Value [Abstract] | ||
Outstanding at beginning | $ | $ 2,892,027 | [1] |
Outstanding at ending | $ | $ 1,270,744 | [1] |
[1] | Intrinsic value is calculated as the estimated fair value of the Company's stock at the end of the related period less the option exercise price of in-the-money options. |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Common Stock Warrant Activity (Details) | 3 Months Ended | |
Mar. 31, 2020USD ($)$ / sharesshares | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Outstanding at beginning | shares | 5,532,267 | |
Exercised | shares | (427,657) | |
Outstanding at ending | shares | 5,104,610 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding at beginning | $ / shares | $ 4 | |
Exercised | $ / shares | 2.20 | |
Outstanding at ending | $ / shares | $ 4.15 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract] | ||
Outstanding at beginning | $ | $ 10,470,008 | [1] |
Exercised | $ | 590,167 | [1] |
Outstanding at ending | $ | $ 4,967,256 | [1] |
[1] | Intrinsic value is calculated as the estimated fair value of the Company's stock at the end of the related period less the option exercise price of in-the-money options. |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Number of awards oustanding | 1,633,612 | 1,639,167 |
Unrecognized compensation expense | $ 428,000 | |
Compensation expense, period for recognition | 1 year 9 months | |
Term of warrants | 5 years | |
Securities Purchase Agreement (the "2019 PIPE") | Accredited Investors | ||
Sale of stock, number of shares issued | 2,426,455 | |
Offering costs | $ 94,000 | |
Share price (in dollars per share) | $ 3.10 | |
Proceeds from issuance of stock | $ 7,500,000 | |
Amended and Restated 2013 Incentive Compensation Plan | ||
Common stock reserved for issuance | 1,956,250 | |
Number of share available for grant | 460,908 | |
Number of awards oustanding | 1,080,679 | |
Number of awards granted | 414,663 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event - SBA's Payroll Protection Program | 1 Months Ended |
Apr. 30, 2020USD ($) | |
Subsequent Event [Line Items] | |
Proceeds received through a loan funded under the PPP | $ 896,000 |
Term of PPP loan | 2 years |
Interest rate | 1.00% |
Payment terms | Payable monthly from November 2020 through the remainder of the note’s term in equal monthly installments of principal and interest amounting to $50,424.18. |