Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 13, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | NeuroMetrix, Inc. | |
Entity Central Index Key | 1,289,850 | |
Trading Symbol | NURO | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 2,345,519 |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 3,969,218 | $ 3,949,135 |
Accounts receivable, net | 423,444 | 738,729 |
Inventories | 1,786,074 | 1,252,238 |
Prepaid expenses and other current assets | 2,041,935 | 1,646,821 |
Total current assets | 8,220,671 | 7,586,923 |
Fixed assets, net | 417,290 | 532,706 |
Other long-term assets | 134,695 | 164,262 |
Total assets | 8,772,656 | 8,283,891 |
Current liabilities: | ||
Accounts payable | 725,224 | 734,048 |
Accrued compensation | 692,937 | 307,471 |
Accrued expenses | 1,911,062 | 1,648,731 |
Deferred revenue | 925,794 | 628,236 |
Total current liabilities | 4,255,017 | 3,318,486 |
Common stock warrants | 0 | 4,641 |
Total liabilities | 4,255,017 | 3,323,127 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized at September 30, 2017 and December 31, 2016; 2,145,519 and 836,862 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 215 | 84 |
Additional paid-in capital | 192,975,377 | 183,439,463 |
Accumulated deficit | (188,457,980) | (178,478,801) |
Total stockholders’ equity | 4,517,639 | 4,960,764 |
Total liabilities and stockholders’ equity | 8,772,656 | 8,283,891 |
Non-Convertible Preferred Stock | ||
Stockholders’ equity: | ||
Preferred stock | 0 | 0 |
Convertible preferred stock | ||
Stockholders’ equity: | ||
Preferred stock | $ 27 | $ 18 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 2,145,519 | 836,862 |
Common stock, shares outstanding (in shares) | 2,145,519 | 836,862 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 3,546,680 | $ 3,389,427 | $ 12,162,861 | $ 8,312,096 |
Cost of revenues | 2,040,997 | 2,031,823 | 7,378,001 | 5,086,706 |
Gross profit | 1,505,683 | 1,357,604 | 4,784,860 | 3,225,390 |
Operating expenses: | ||||
Research and development | 840,577 | 1,202,651 | 2,621,445 | 3,487,291 |
Sales and marketing | 2,919,504 | 2,959,311 | 8,436,497 | 8,199,469 |
General and administrative | 1,258,466 | 1,165,815 | 3,925,595 | 3,882,461 |
Total operating expenses | 5,018,547 | 5,327,777 | 14,983,537 | 15,569,221 |
Loss from operations | (3,512,864) | (3,970,173) | (10,198,677) | (12,343,831) |
Interest income | 3,554 | 5,772 | 11,018 | 17,030 |
Change in fair value of warrant liability | 327 | 56,248 | 208,480 | 227,873 |
Net loss | (3,508,983) | (3,908,153) | (9,979,179) | (12,098,928) |
Net loss applicable to common stockholders: | ||||
Deemed dividends attributable to preferred shareholders | (2,833,098) | 0 | (6,874,780) | (19,846,377) |
Net loss applicable to common stockholders | $ (6,342,081) | $ (3,908,153) | $ (16,853,959) | $ (31,945,305) |
Net loss per common share applicable to common stockholders, basic and diluted (in dollars per share) | $ (3.11) | $ (6.11) | $ (11.62) | $ (56.09) |
Weighted average number of common shares outstanding, basic and diluted (in shares) | 2,036,117 | 639,512 | 1,450,237 | 569,555 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (9,979,179) | $ (12,098,928) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 198,892 | 189,224 |
Stock-based compensation | 170,093 | 176,684 |
Change in fair value of warrant liability | (208,480) | (227,873) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 315,285 | 236,447 |
Inventories | (533,836) | (73,072) |
Prepaid expenses and other current and long-term assets | (365,547) | (408,532) |
Accounts payable | (22,074) | (287,427) |
Accrued expenses and compensation | 647,797 | 634,181 |
Deferred revenue | 297,558 | 402,178 |
Net cash used in operating activities | (9,479,491) | (11,457,118) |
Cash flows from investing activities: | ||
Purchases of fixed assets | (70,226) | (87,884) |
Net cash used in investing activities | (70,226) | (87,884) |
Cash flows from financing activities: | ||
Net proceeds from issuance of stock and warrants | 9,569,800 | 6,650,316 |
Net cash provided by financing activities | 9,569,800 | 6,650,316 |
Net increase/(decrease) in cash and cash equivalents | 20,083 | (4,894,686) |
Cash and cash equivalents, beginning of period | 3,949,135 | 12,462,872 |
Cash and cash equivalents, end of period | 3,969,218 | 7,568,186 |
Supplemental disclosure of cash flow information: | ||
Change in fair value of warrant liability from repricing | 244,611 | 0 |
Exchange of warrant liability for Series F Preferred Stock | (40,772) | 0 |
Common stock issued to settle employee incentive compensation obligation | $ 0 | $ 318,761 |
Business and Basis of Presentat
Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Business and Basis of Presentation | Business and Basis of Presentation Our Business-An Overview NeuroMetrix, Inc. or the Company, is a commercial stage, innovation driven healthcare company combining bioelectrical and digital medicine to address chronic health conditions including chronic pain, sleep disorders, and diabetes. The Company’s lead product is Quell, an over-the-counter wearable therapeutic device for chronic pain. Quell is integrated into a digital health platform that helps patients optimize their therapy and decrease the impact of chronic pain on their quality of life. The Company also markets DPNCheck®, a rapid point-of-care test for diabetic neuropathy, which is the most common long-term complication of Type 2 diabetes. The Company maintains an active research effort and has several pipeline programs. The Company is located in Waltham, Massachusetts and was founded as a spinoff from the Harvard-MIT Division of Health Sciences and Technology in 1996. During the first nine months of 2017, the Company completed two equity offerings, detailed in Note 9 to the financial statements, with anticipated gross proceeds of $14.0 million and anticipated net proceeds of approximately $12.9 million after deducting fees and expenses. Gross proceeds of $3.5 million from the second tranche of the Q3 2017 Offering are expected to be received by the Company in October of 2017. The accompanying financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The Company has suffered recurring losses from operations and negative cash flows from operating activities. At September 30, 2017 , the Company had an accumulated deficit of $188.5 million . The Company held cash and cash equivalents of $4.0 million as of September 30, 2017 . The Company believes that these resources, cash proceeds from the second 2017 equity offering, and the cash to be generated from expected product sales will be sufficient to meet its projected operating requirements into the second quarter of 2018 . The Company continues to face significant challenges and uncertainties and, as a result, the Company’s available capital resources may be consumed more rapidly than currently expected due to (a) decreases in sales of the Company’s products and the uncertainty of future revenues; (b) changes the Company may make to the business that affect ongoing operating expenses; (c) changes the Company may make in its business strategy; (d) regulatory developments or inquiries affecting the Company’s existing products and products under development; (e) changes the Company may make in its research and development spending plans; and (f) other items affecting the Company’s forecasted level of expenditures and use of cash resources. Accordingly, the Company will need to raise additional funds to support its operating and capital needs in the second quarter of 2018 and beyond. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company intends to obtain additional funding through public or private financing, collaborative arrangements with strategic partners, or through additional credit lines or other debt financing sources to increase the funds available to fund operations. However, the Company may not be able to secure such financing in a timely manner or on favorable terms, if at all. Furthermore, if the Company issues equity or debt securities to raise additional funds, its existing stockholders may experience dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of the Company’s existing stockholders. If the Company raises additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to its products or proprietary technologies, or grant licenses on terms that are not favorable to the Company. Without additional funds, the Company may be forced to delay, scale back or eliminate some of its sales and marketing efforts, research and development activities, or other operations and potentially delay product development in an effort to provide sufficient funds to continue its operations. If any of these events occurs, the Company’s ability to achieve its development and commercialization goals would be adversely affected. Certain prior period amounts have been adjusted to reflect the Company's 1-for-8 reverse stock split effected May 11, 2017. Unaudited Interim Financial Statements The accompanying unaudited balance sheet as of September 30, 2017 , unaudited statements of operations for the quarters and nine months ended September 30, 2017 and 2016 and the unaudited statements of cash flows for the nine months ended September 30, 2017 and 2016 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The accompanying balance sheet as of December 31, 2016 has been derived from audited financial statements prepared at that date, but does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, the financial statements include all normal and recurring adjustments considered necessary for a fair statement of the Company’s financial position and operating results. Operating results for the quarters and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 or any other period. These financial statements and notes should be read in conjunction with the financial statements for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, or the SEC, on February 9, 2017 (File No. 001-33351), or the Company’s 2016 Form 10-K. Revenues The Company recognizes revenue when the following criteria have been met: persuasive evidence of an arrangement exists, delivery has occurred and risk of loss has passed, the seller’s price to the buyer is fixed or determinable, and collection is reasonably assured. Revenues associated with the Company’s medical devices and consumables are generally recognized upon shipment, assuming all other revenue recognition criteria have been met. Revenue associated with shipments made to distributors who have the right to return any unsold product is recognized once the product is sold by the distributor to the end customer (i.e. under a sell-through model), assuming all other revenue recognition criteria have been met. Cash received prior to all the conditions for revenue recognition being met is recorded as deferred revenue. Deferred revenue recorded prior to cash receipt is recorded as an offset to accounts receivable. As of September 30, 2017 the total value of shipments made to sell-through distributors but not yet sold through to end customers totaled $2,272,736 . Of this total, $1,346,942 was recorded as a reduction to accounts receivable and $925,794 was recorded in deferred revenue, as cash had been received. As of December 31, 2016 , the total value of shipments that had been made to sell-through distributors but had not yet been sold through to end customers totaled $1,247,545 . Of this total, $619,309 was recorded as a reduction to accounts receivable and $628,236 was recorded in deferred revenue, as cash had been received. Related costs of goods sold of $1,466,230 and $910,595 have been deferred and recorded in prepaid expenses and other current assets as of September 30, 2017 and December 31, 2016 , respectively. Revenue recognition involves judgments, including assessments of expected returns from customers who have the right to return product for any reason under 30 days or 60 days rights of return. Where the Company can reasonably estimate future returns, it recognizes revenues and records as a reduction of revenue a provision for estimated returns. The Company analyzes various factors, including its historical product returns in arriving at this judgment. Changes in judgments or estimates could materially impact the timing and amount of revenues and costs recognized. The provision for expected returns recorded in accrued expense was $454,730 and $488,200 as of September 30, 2017 and December 31, 2016 , respectively. Accounts receivable are recorded net of the allowance for doubtful accounts which represents the Company’s best estimate of probable credit losses. Allowance for doubtful accounts was $25,000 as of September 30, 2017 and December 31, 2016 . One customer accounted for 21% and 18% of total revenue for the quarter and nine months ended September 30, 2017 , respectively. A different customer accounted for approximately 11% of total revenue for nine-months ended September 30, 2016 . Customers individually accounting for greater than 10% of accounts receivables totaled 28% and 41% of accounts receivables as of September 30, 2017 and December 31, 2016 , respectively. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make significant 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 revenue and expenses during reporting periods. Actual results could differ from those estimates. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update No. 2016-2, Leases (Topic 842) (“ASU 2016-2”). ASU 2016-2 requires that lessees will need to recognize virtually all of their leases on the balance sheet, by recording a right-of-use asset and lease liability. The provisions of this guidance are effective for annual periods beginning after December 31, 2018, and for interim periods therein. The Company is in the process of evaluating the new standard and assessing the impact, if any, ASU 2016-2 will have on the Company’s financial statements and which adoption method will be used. In May 2014, the FASB and the International Accounting Standards Board (“IASB”) jointly issued Accounting Standards Update (“ASU”) No. 2014-9, Revenue from Contracts with Customers (“ASU 2014-9”), a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance. The objective of ASU 2014-9 is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers, which delayed the effective date of the new standard from January 1, 2017 to January 1, 2018. An entity can elect to adopt ASU 2014-9 using one of two methods, either full retrospective adoption to each prior reporting period, or recognizing the cumulative effect of adoption at the date of initial application. In March 2016, the FASB issued ASU No. 2016-8, Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net) , which clarifies the implementation guidance on principal versus agent considerations. The Company is in the process of evaluating the new standard and assessing the impact, if any, ASU 2014-9 will have on the Company’s financial statements. |
Comprehensive Loss
Comprehensive Loss | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Comprehensive Loss | Comprehensive Loss For the quarters and nine months ended September 30, 2017 and 2016 , the Company had no components of other comprehensive income or loss other than net loss itself. |
Net Loss Per Common Share
Net Loss Per Common Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period plus the dilutive effect of the weighted average number of outstanding instruments such as options, warrants, and restricted stock. Because the Company has reported a net loss for all periods presented, diluted loss per common share is the same as basic loss per common share, as the effect of utilizing the fully diluted share count would have reduced the net loss per common share. Therefore, in calculating net loss per share amounts, shares underlying the following potentially dilutive weighted average number of common stock equivalents were excluded from the calculation of diluted net loss per common share because their effect was anti-dilutive for each of the periods presented: Quarters Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Options 100,237 58,663 98,642 37,709 Warrants 1,206,504 3,525,872 3,469,612 2,621,450 Convertible preferred stock 6,422,034 1,386,888 4,328,089 984,127 Total 7,728,775 4,971,423 7,896,343 3,643,286 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: September 30, 2017 December 31, 2016 Purchased components $ 914,150 $ 466,906 Work in progress 91,335 154,971 Finished goods 780,589 630,361 $ 1,786,074 $ 1,252,238 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following: September 30, 2017 December 31, 2016 Sales return allowance $ 454,730 $ 488,200 Technology fees 450,000 450,000 Professional services 343,000 390,800 Advertising and promotion 335,600 28,100 Warranty reserve 112,008 45,879 Other 215,724 245,752 $ 1,911,062 $ 1,648,731 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Lease In August 2014, the Company entered into a 5 -year operating lease agreement with one 5 -year extension option for manufacturing and order fulfillment facilities in Woburn, Massachusetts (the “Woburn Lease”). The Woburn Lease commenced December 15, 2014 and has a monthly base rent of $7,598 . In September 2014, the Company entered into a 7 -year operating lease agreement with one 5 -year extension option for its corporate office and product development activities in Waltham, Massachusetts (the “Waltham Lease”). The term of the Waltham Lease commenced on February 20, 2015 and includes fixed payment obligations that escalate over the initial lease term. Average monthly base rent under the 7 -year lease is approximately $37,792 . These payment obligations were accrued and recognized over the term of occupancy. Under the Waltham Lease, the landlord was responsible for making certain improvements to the leased space at an agreed upon cost to the landlord. Total costs for the landlord improvements exceeded the agreed upon cost by $275,961 . The landlord billed that excess cost to the Company as additional rent which has been included in other long term assets at September 30, 2017 . This additional rent has been included in the net calculation of lease payments, so that rent expense is recognized on a straight-line basis over the term of occupancy. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Fair Value Measurements and Disclosures Topic of the Codification defines fair value, establishes a framework for measuring fair value in applying generally accepted accounting principles, and expands disclosures about fair value measurements. This Codification topic identifies two kinds of inputs that are used to determine the fair value of assets and liabilities: observable and unobservable. Observable inputs are based on market data or independent sources while unobservable inputs are based on the Company’s own market assumptions. Once inputs have been characterized, this Codification topic requires companies to prioritize the inputs used to measure fair value into one of three broad levels. Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values identified by Level 2 inputs utilize observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Fair values identified by Level 3 inputs are unobservable data points and are used to measure fair value to the extent that observable inputs are not available. Unobservable inputs reflect the Company’s own assumptions about the assumptions that market participants would use at pricing the asset or liability. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis for the periods presented and indicates the fair value hierarchy of the valuation techniques it utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates, and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Fair Value Measurements at September 30, 2017 Using September 30, 2017 Quoted Prices in Significant Other Significant Assets: Cash equivalents $ 197,370 $ 197,370 $ — $ — Total $ 197,370 $ 197,370 $ — $ — The following table provides a summary of changes in the fair value of the Company’s Level 3 financial liabilities, which relate to warrants issued by the Company in offerings in 2013 and 2014, between December 31, 2016 and September 30, 2017 . 2014 Offering 2013 Offering Total Balance at December 31, 2016 $ 4,112 $ 529 $ 4,641 Change in fair value of warrant liability from repricing (see Note 9) 177,999 66,612 244,611 Change in fair value of warrant liability (147,278 ) (61,202 ) (208,480 ) Repurchase and retirement of warrants (see Note 9) (34,833 ) (5,939 ) (40,772 ) Balance at September 30, 2017 $ — $ — $ — Fair Value Measurements at December 31, 2016 Using December 31, 2016 Quoted Prices in Significant Other Significant Assets: Cash equivalents $ 833,831 $ 833,831 $ — $ — Total $ 833,831 $ 833,831 $ — $ — Liabilities: Common stock warrants $ 4,641 $ — $ — $ 4,641 Total $ 4,641 $ — $ — $ 4,641 Due to the lack of market quotes relating to our common stock warrants then outstanding, the fair value of the common stock warrants was determined at December 31, 2016 using the Black-Scholes model, which is based on Level 3 inputs. As of December 31, 2016 , inputs used in the Black-Scholes model are presented below. The assumptions used may change as the underlying sources of these assumptions and market conditions change. Based on the Black-Scholes model, the Company recorded a common stock warrants liability of $4,641 at December 31, 2016 . Black-Scholes Inputs to Warrant Liability Valuation at December 31, 2016 Warrants: Stock Price Exercise Price Expected Volatility Risk-Free Interest Expected Term Dividends 2014 Offering $ 5.92 $ 65.28 64.19 % 1.33 % 2 years, 6 months none 2013 Offering $ 5.92 $ 64.00 71.61 % 0.99 % 1 year, 5 months none |
Credit Facility
Credit Facility | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Credit Facility | Credit Facility The Company is party to a Loan and Security Agreement, as amended (the “Credit Facility”), with a bank. As of September 30, 2017 , the Credit Facility permitted the Company to borrow up to $2.5 million on a revolving basis. The Credit Facility was amended most recently on December 29, 2016, and expires on January 15, 2018 . Amounts borrowed under the Credit Facility will bear interest equal to the prime rate plus 0.5% . Any borrowings under the Credit Facility will be collateralized by the Company’s cash, accounts receivable, inventory, and equipment. The Credit Facility includes traditional lending and reporting covenants. These include certain financial covenants applicable to liquidity that are to be maintained by the Company. As of September 30, 2017 , the Company was in compliance with these covenants and had not borrowed any funds under the Credit Facility. However, $226,731 of the amount under the Credit Facility is restricted to support letters of credit issued in favor of the Company's facilities landlords. Consequently, the amount available for borrowing under the Credit Facility as of September 30, 2017 was approximately $2.3 million . |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Preferred stock and convertible preferred stock consist of the following: September 30, 2017 December 31, 2016 Preferred stock, $0.001 par value; 5,000,000 shares authorized at September 30, 2017 and December 31, 2016; no shares issued and outstanding at September 30, 2017 and December 31, 2016 $ — $ — Series B convertible preferred stock, $0.001 par value, 147,000 shares designated at September 30, 2017 and December 31, 2016, and 500 shares issued and outstanding at September 30, 2017 and December 31, 2016 $ 1 $ 1 Series D convertible preferred stock, $0.001 par value, 21,300 shares designated at September 30, 2017 and December 31, 2016, 14,052.93 and 17,202.65 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively $ 14 $ 17 Series E convertible preferred stock, $0.001 par value, 7,000 and zero shares designated at September 30, 2017 and December 31, 2016, respectively, and 7,000 and zero shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively $ 7 $ — Series F convertible preferred stock, $0.001 par value, 10,621 and zero shares designated at September 30, 2017 and December 31, 2016, respectively, and 5,819.15 and zero shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively $ 5 $ — Private Offerings of Common Stock and Warrants 2017 activity In the third quarter of 2017, the Company entered into agreements with respect to a private equity offering (the “Q3 2017 Offering”) with an institutional investor and its affiliates (collectively the “Investor”). The Q3 2017 Offering is structured in two tranches. The first tranche, which closed in July 2017, issued (i) 3,500 shares of Series F convertible preferred stock (the “Series F Preferred Stock”) at a price of $1,000 per share and (ii) 3,621 shares of Series F Preferred Stock in exchange for the repurchase and retirement of 4,184,483 warrants to purchase common stock valued by an independent party at $3,622,219 . The second tranche, which is expected to close in October 2017, will issue (i) 3,500 shares of Series F Preferred Stock at a price of $1,000 per share. The Q3 2017 Offering also reset the conversion price of 14,052.93 shares of Series D convertible preferred stock and 7,000 shares of Series E convertible preferred stock that were held by the Investor to $2.63 per share. The first tranche of the Q3 2017 Offering resulted in gross proceeds of $3.5 million , and after deducting fees and expenses, net proceeds were $3.3 million . In the first quarter of 2017, the Company completed a private equity offering (the “Q1 2017 Offering”) with the Investor and issued (i) 7,000 shares of Series E convertible preferred stock (the “Series E Preferred Stock”) at a price of $1,000 per share, and (ii) warrants to purchase up to 1,250,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $5.60 per share. As a part of this offering, the Company reset (i) the conversion price of 19,458.90 shares of Series D convertible preferred stock that were held by the Investor to $5.60 per share, and (ii) the exercise price of warrants to purchase up to 2,934,484 shares of Common Stock that were held by the Investor to $5.60 per share. The Q1 2017 Offering resulted in gross proceeds of $7.0 million , and after deducting fees and expenses, net proceeds were $6.3 million . Each share of Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock (collectively the "Preferred Stock") have a stated value of $1,000 and is convertible at the option of the holder into the number of shares of Common Stock determined by dividing the stated value by the conversion price of $2.63 , which is subject to adjustment as provided in the Certificate of Designation for the Preferred Stock. The Preferred Stock has no dividend rights, liquidation preference or other preferences over Common Stock and has no voting rights except as provided in the Certificate of Designation for the Preferred Stock and as required by law. The Q3 2017 Offering and the Q1 2017 Offering were accounted for as extinguishments of the Investor’s equity holdings in recognition of the revisions of certain preexisting equity instruments and the significant transfer of value in excess of the funding received by the Company. Under the extinguishment model, a deemed dividend was recognized within additional paid in capital which represented the fair value of issued Preferred Stock plus the incremental fair value of repricing the Preferred Stock held by the Investor, less the fair value of the consideration transferred, less the carrying value of the outstanding Preferred Stock, and warrants to purchase Common Stock. The amount of the deemed dividend totaled $2.8 million and $4.0 million for the Q3 2017 Offering and the Q1 2017 Offering, respectively. The Company determined that equity classification was appropriate for the warrants issued in the Q1 2017 Offering, following guidance in the Derivatives and Hedging topic of the Codification. In making this equity classification determination, the Company noted the warrants may only be settled in shares of common stock and had no requirements to be settled in registered shares when exercised. The fair value of the five year warrants was estimated to be $3.49 million on the offering date using a Black-Scholes model with the following assumptions: stock price of $4.96 , exercise price of $5.60 , expected volatility of 70.2% , risk free interest rate of 2.04% , expected term of five years , and no dividends. 2016 activity In June 2016, the Company completed a private equity offering with one institutional investor (the “Investor”) and issued (i) 21,300 shares of Series D convertible preferred stock (the “Series D Preferred Stock”) at a price of $1,000 per share, and (ii) warrants to purchase up to 1,475,069 shares of common stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $13.52 per share (the “June 2016 Offering”). As a part of this offering, the Company redeemed 13,800 shares of Series C convertible preferred stock (the “Series C Preferred Stock”) issued in December 2015 that were held by the Investor. Accordingly, the June 2016 Offering resulted in proceeds of $7.5 million . After underwriting discounts, commission and expenses, net proceeds of the June 2016 Offering were $6.7 million . The June 2016 Offering was accounted for as a modification of the Investor’s Series C Preferred Stock. Under the modification model, a deemed dividend was recognized within additional paid in capital which represented the fair value of consideration transferred plus the fair value of repurchased Series C Preferred Stock, less the fair value of the newly issued Series D Preferred Stock and warrants. The amount of the deemed dividend totaled $19.8 million . Other equity activity During the nine months ended September 30, 2017 , 3,149.72 shares of the Series D Preferred Stock were converted into a total of 809,103 shares of Common Stock. As of September 30, 2017 , 14,052.93 shares of Series D Preferred Stock remained outstanding. During the nine months ended September 30, 2017 , 1,301.85 shares of the Series F Preferred Stock were converted into a total of 495,000 shares of Common Stock. As of September 30, 2017 , 5,819.15 shares of Series F Preferred Stock remained outstanding. Total compensation cost related to nonvested awards not yet recognized at September 30, 2017 was $418,881 . The total compensation costs are expected to be recognized over a weighted-average period of 2.6 years. Reverse Stock Split On May 11, 2017, the Company effected a 1-for-8 reverse stock split of its Common Stock, or the Reverse Stock Split. The par value and other terms of the common stock were not affected by the Reverse Stock Split. The Company’s shares outstanding immediately prior to the split totaled 10,147,721 , which were subsequently adjusted to 1,268,440 shares outstanding. Share, per share, and stock option amounts for all periods presented within the financial statements contained in the Quarterly Report on Form 10-Q, including the December 31, 2016 Balance Sheet amounts for Common Stock and additional paid-in capital, have been retroactively adjusted to reflect the Reverse Stock Split. |
Reverse Stock Split
Reverse Stock Split | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Reverse Stock Split | Stockholders’ Equity Preferred stock and convertible preferred stock consist of the following: September 30, 2017 December 31, 2016 Preferred stock, $0.001 par value; 5,000,000 shares authorized at September 30, 2017 and December 31, 2016; no shares issued and outstanding at September 30, 2017 and December 31, 2016 $ — $ — Series B convertible preferred stock, $0.001 par value, 147,000 shares designated at September 30, 2017 and December 31, 2016, and 500 shares issued and outstanding at September 30, 2017 and December 31, 2016 $ 1 $ 1 Series D convertible preferred stock, $0.001 par value, 21,300 shares designated at September 30, 2017 and December 31, 2016, 14,052.93 and 17,202.65 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively $ 14 $ 17 Series E convertible preferred stock, $0.001 par value, 7,000 and zero shares designated at September 30, 2017 and December 31, 2016, respectively, and 7,000 and zero shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively $ 7 $ — Series F convertible preferred stock, $0.001 par value, 10,621 and zero shares designated at September 30, 2017 and December 31, 2016, respectively, and 5,819.15 and zero shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively $ 5 $ — Private Offerings of Common Stock and Warrants 2017 activity In the third quarter of 2017, the Company entered into agreements with respect to a private equity offering (the “Q3 2017 Offering”) with an institutional investor and its affiliates (collectively the “Investor”). The Q3 2017 Offering is structured in two tranches. The first tranche, which closed in July 2017, issued (i) 3,500 shares of Series F convertible preferred stock (the “Series F Preferred Stock”) at a price of $1,000 per share and (ii) 3,621 shares of Series F Preferred Stock in exchange for the repurchase and retirement of 4,184,483 warrants to purchase common stock valued by an independent party at $3,622,219 . The second tranche, which is expected to close in October 2017, will issue (i) 3,500 shares of Series F Preferred Stock at a price of $1,000 per share. The Q3 2017 Offering also reset the conversion price of 14,052.93 shares of Series D convertible preferred stock and 7,000 shares of Series E convertible preferred stock that were held by the Investor to $2.63 per share. The first tranche of the Q3 2017 Offering resulted in gross proceeds of $3.5 million , and after deducting fees and expenses, net proceeds were $3.3 million . In the first quarter of 2017, the Company completed a private equity offering (the “Q1 2017 Offering”) with the Investor and issued (i) 7,000 shares of Series E convertible preferred stock (the “Series E Preferred Stock”) at a price of $1,000 per share, and (ii) warrants to purchase up to 1,250,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $5.60 per share. As a part of this offering, the Company reset (i) the conversion price of 19,458.90 shares of Series D convertible preferred stock that were held by the Investor to $5.60 per share, and (ii) the exercise price of warrants to purchase up to 2,934,484 shares of Common Stock that were held by the Investor to $5.60 per share. The Q1 2017 Offering resulted in gross proceeds of $7.0 million , and after deducting fees and expenses, net proceeds were $6.3 million . Each share of Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock (collectively the "Preferred Stock") have a stated value of $1,000 and is convertible at the option of the holder into the number of shares of Common Stock determined by dividing the stated value by the conversion price of $2.63 , which is subject to adjustment as provided in the Certificate of Designation for the Preferred Stock. The Preferred Stock has no dividend rights, liquidation preference or other preferences over Common Stock and has no voting rights except as provided in the Certificate of Designation for the Preferred Stock and as required by law. The Q3 2017 Offering and the Q1 2017 Offering were accounted for as extinguishments of the Investor’s equity holdings in recognition of the revisions of certain preexisting equity instruments and the significant transfer of value in excess of the funding received by the Company. Under the extinguishment model, a deemed dividend was recognized within additional paid in capital which represented the fair value of issued Preferred Stock plus the incremental fair value of repricing the Preferred Stock held by the Investor, less the fair value of the consideration transferred, less the carrying value of the outstanding Preferred Stock, and warrants to purchase Common Stock. The amount of the deemed dividend totaled $2.8 million and $4.0 million for the Q3 2017 Offering and the Q1 2017 Offering, respectively. The Company determined that equity classification was appropriate for the warrants issued in the Q1 2017 Offering, following guidance in the Derivatives and Hedging topic of the Codification. In making this equity classification determination, the Company noted the warrants may only be settled in shares of common stock and had no requirements to be settled in registered shares when exercised. The fair value of the five year warrants was estimated to be $3.49 million on the offering date using a Black-Scholes model with the following assumptions: stock price of $4.96 , exercise price of $5.60 , expected volatility of 70.2% , risk free interest rate of 2.04% , expected term of five years , and no dividends. 2016 activity In June 2016, the Company completed a private equity offering with one institutional investor (the “Investor”) and issued (i) 21,300 shares of Series D convertible preferred stock (the “Series D Preferred Stock”) at a price of $1,000 per share, and (ii) warrants to purchase up to 1,475,069 shares of common stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $13.52 per share (the “June 2016 Offering”). As a part of this offering, the Company redeemed 13,800 shares of Series C convertible preferred stock (the “Series C Preferred Stock”) issued in December 2015 that were held by the Investor. Accordingly, the June 2016 Offering resulted in proceeds of $7.5 million . After underwriting discounts, commission and expenses, net proceeds of the June 2016 Offering were $6.7 million . The June 2016 Offering was accounted for as a modification of the Investor’s Series C Preferred Stock. Under the modification model, a deemed dividend was recognized within additional paid in capital which represented the fair value of consideration transferred plus the fair value of repurchased Series C Preferred Stock, less the fair value of the newly issued Series D Preferred Stock and warrants. The amount of the deemed dividend totaled $19.8 million . Other equity activity During the nine months ended September 30, 2017 , 3,149.72 shares of the Series D Preferred Stock were converted into a total of 809,103 shares of Common Stock. As of September 30, 2017 , 14,052.93 shares of Series D Preferred Stock remained outstanding. During the nine months ended September 30, 2017 , 1,301.85 shares of the Series F Preferred Stock were converted into a total of 495,000 shares of Common Stock. As of September 30, 2017 , 5,819.15 shares of Series F Preferred Stock remained outstanding. Total compensation cost related to nonvested awards not yet recognized at September 30, 2017 was $418,881 . The total compensation costs are expected to be recognized over a weighted-average period of 2.6 years. Reverse Stock Split On May 11, 2017, the Company effected a 1-for-8 reverse stock split of its Common Stock, or the Reverse Stock Split. The par value and other terms of the common stock were not affected by the Reverse Stock Split. The Company’s shares outstanding immediately prior to the split totaled 10,147,721 , which were subsequently adjusted to 1,268,440 shares outstanding. Share, per share, and stock option amounts for all periods presented within the financial statements contained in the Quarterly Report on Form 10-Q, including the December 31, 2016 Balance Sheet amounts for Common Stock and additional paid-in capital, have been retroactively adjusted to reflect the Reverse Stock Split. |
Business and Basis of Present16
Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Our Business-An Overview | Our Business-An Overview NeuroMetrix, Inc. or the Company, is a commercial stage, innovation driven healthcare company combining bioelectrical and digital medicine to address chronic health conditions including chronic pain, sleep disorders, and diabetes. The Company’s lead product is Quell, an over-the-counter wearable therapeutic device for chronic pain. Quell is integrated into a digital health platform that helps patients optimize their therapy and decrease the impact of chronic pain on their quality of life. The Company also markets DPNCheck®, a rapid point-of-care test for diabetic neuropathy, which is the most common long-term complication of Type 2 diabetes. The Company maintains an active research effort and has several pipeline programs. The Company is located in Waltham, Massachusetts and was founded as a spinoff from the Harvard-MIT Division of Health Sciences and Technology in 1996. During the first nine months of 2017, the Company completed two equity offerings, detailed in Note 9 to the financial statements, with anticipated gross proceeds of $14.0 million and anticipated net proceeds of approximately $12.9 million after deducting fees and expenses. Gross proceeds of $3.5 million from the second tranche of the Q3 2017 Offering are expected to be received by the Company in October of 2017. The accompanying financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The Company has suffered recurring losses from operations and negative cash flows from operating activities. At September 30, 2017 , the Company had an accumulated deficit of $188.5 million . The Company held cash and cash equivalents of $4.0 million as of September 30, 2017 . The Company believes that these resources, cash proceeds from the second 2017 equity offering, and the cash to be generated from expected product sales will be sufficient to meet its projected operating requirements into the second quarter of 2018 . The Company continues to face significant challenges and uncertainties and, as a result, the Company’s available capital resources may be consumed more rapidly than currently expected due to (a) decreases in sales of the Company’s products and the uncertainty of future revenues; (b) changes the Company may make to the business that affect ongoing operating expenses; (c) changes the Company may make in its business strategy; (d) regulatory developments or inquiries affecting the Company’s existing products and products under development; (e) changes the Company may make in its research and development spending plans; and (f) other items affecting the Company’s forecasted level of expenditures and use of cash resources. Accordingly, the Company will need to raise additional funds to support its operating and capital needs in the second quarter of 2018 and beyond. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company intends to obtain additional funding through public or private financing, collaborative arrangements with strategic partners, or through additional credit lines or other debt financing sources to increase the funds available to fund operations. However, the Company may not be able to secure such financing in a timely manner or on favorable terms, if at all. Furthermore, if the Company issues equity or debt securities to raise additional funds, its existing stockholders may experience dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of the Company’s existing stockholders. If the Company raises additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to its products or proprietary technologies, or grant licenses on terms that are not favorable to the Company. Without additional funds, the Company may be forced to delay, scale back or eliminate some of its sales and marketing efforts, research and development activities, or other operations and potentially delay product development in an effort to provide sufficient funds to continue its operations. If any of these events occurs, the Company’s ability to achieve its development and commercialization goals would be adversely affected. |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The accompanying unaudited balance sheet as of September 30, 2017 , unaudited statements of operations for the quarters and nine months ended September 30, 2017 and 2016 and the unaudited statements of cash flows for the nine months ended September 30, 2017 and 2016 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The accompanying balance sheet as of December 31, 2016 has been derived from audited financial statements prepared at that date, but does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, the financial statements include all normal and recurring adjustments considered necessary for a fair statement of the Company’s financial position and operating results. Operating results for the quarters and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 or any other period. These financial statements and notes should be read in conjunction with the financial statements for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, or the SEC, on February 9, 2017 (File No. 001-33351), or the Company’s 2016 Form 10-K. |
Revenues | Revenues The Company recognizes revenue when the following criteria have been met: persuasive evidence of an arrangement exists, delivery has occurred and risk of loss has passed, the seller’s price to the buyer is fixed or determinable, and collection is reasonably assured. Revenues associated with the Company’s medical devices and consumables are generally recognized upon shipment, assuming all other revenue recognition criteria have been met. Revenue associated with shipments made to distributors who have the right to return any unsold product is recognized once the product is sold by the distributor to the end customer (i.e. under a sell-through model), assuming all other revenue recognition criteria have been met. Cash received prior to all the conditions for revenue recognition being met is recorded as deferred revenue. Deferred revenue recorded prior to cash receipt is recorded as an offset to accounts receivable. As of September 30, 2017 the total value of shipments made to sell-through distributors but not yet sold through to end customers totaled $2,272,736 . Of this total, $1,346,942 was recorded as a reduction to accounts receivable and $925,794 was recorded in deferred revenue, as cash had been received. As of December 31, 2016 , the total value of shipments that had been made to sell-through distributors but had not yet been sold through to end customers totaled $1,247,545 . Of this total, $619,309 was recorded as a reduction to accounts receivable and $628,236 was recorded in deferred revenue, as cash had been received. Related costs of goods sold of $1,466,230 and $910,595 have been deferred and recorded in prepaid expenses and other current assets as of September 30, 2017 and December 31, 2016 , respectively. Revenue recognition involves judgments, including assessments of expected returns from customers who have the right to return product for any reason under 30 days or 60 days rights of return. Where the Company can reasonably estimate future returns, it recognizes revenues and records as a reduction of revenue a provision for estimated returns. The Company analyzes various factors, including its historical product returns in arriving at this judgment. Changes in judgments or estimates could materially impact the timing and amount of revenues and costs recognized. The provision for expected returns recorded in accrued expense was $454,730 and $488,200 as of September 30, 2017 and December 31, 2016 , respectively. Accounts receivable are recorded net of the allowance for doubtful accounts which represents the Company’s best estimate of probable credit losses. Allowance for doubtful accounts was $25,000 as of September 30, 2017 and December 31, 2016 . One customer accounted for 21% and 18% of total revenue for the quarter and nine months ended September 30, 2017 , respectively. A different customer accounted for approximately 11% of total revenue for nine-months ended September 30, 2016 . Customers individually accounting for greater than 10% of accounts receivables totaled 28% and 41% of accounts receivables as of September 30, 2017 and December 31, 2016 , respectively. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make significant 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 revenue and expenses during reporting periods. Actual results could differ from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update No. 2016-2, Leases (Topic 842) (“ASU 2016-2”). ASU 2016-2 requires that lessees will need to recognize virtually all of their leases on the balance sheet, by recording a right-of-use asset and lease liability. The provisions of this guidance are effective for annual periods beginning after December 31, 2018, and for interim periods therein. The Company is in the process of evaluating the new standard and assessing the impact, if any, ASU 2016-2 will have on the Company’s financial statements and which adoption method will be used. In May 2014, the FASB and the International Accounting Standards Board (“IASB”) jointly issued Accounting Standards Update (“ASU”) No. 2014-9, Revenue from Contracts with Customers (“ASU 2014-9”), a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance. The objective of ASU 2014-9 is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers, which delayed the effective date of the new standard from January 1, 2017 to January 1, 2018. An entity can elect to adopt ASU 2014-9 using one of two methods, either full retrospective adoption to each prior reporting period, or recognizing the cumulative effect of adoption at the date of initial application. In March 2016, the FASB issued ASU No. 2016-8, Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net) , which clarifies the implementation guidance on principal versus agent considerations. The Company is in the process of evaluating the new standard and assessing the impact, if any, ASU 2014-9 will have on the Company’s financial statements. |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | in calculating net loss per share amounts, shares underlying the following potentially dilutive weighted average number of common stock equivalents were excluded from the calculation of diluted net loss per common share because their effect was anti-dilutive for each of the periods presented: Quarters Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Options 100,237 58,663 98,642 37,709 Warrants 1,206,504 3,525,872 3,469,612 2,621,450 Convertible preferred stock 6,422,034 1,386,888 4,328,089 984,127 Total 7,728,775 4,971,423 7,896,343 3,643,286 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consist of the following: September 30, 2017 December 31, 2016 Purchased components $ 914,150 $ 466,906 Work in progress 91,335 154,971 Finished goods 780,589 630,361 $ 1,786,074 $ 1,252,238 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: September 30, 2017 December 31, 2016 Sales return allowance $ 454,730 $ 488,200 Technology fees 450,000 450,000 Professional services 343,000 390,800 Advertising and promotion 335,600 28,100 Warranty reserve 112,008 45,879 Other 215,724 245,752 $ 1,911,062 $ 1,648,731 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | Fair Value Measurements at December 31, 2016 Using December 31, 2016 Quoted Prices in Significant Other Significant Assets: Cash equivalents $ 833,831 $ 833,831 $ — $ — Total $ 833,831 $ 833,831 $ — $ — Liabilities: Common stock warrants $ 4,641 $ — $ — $ 4,641 Total $ 4,641 $ — $ — $ 4,641 Fair Value Measurements at September 30, 2017 Using September 30, 2017 Quoted Prices in Significant Other Significant Assets: Cash equivalents $ 197,370 $ 197,370 $ — $ — Total $ 197,370 $ 197,370 $ — $ — |
Summary of Changes in Fair Value of Company's Level 3 Financial Liabilities | The following table provides a summary of changes in the fair value of the Company’s Level 3 financial liabilities, which relate to warrants issued by the Company in offerings in 2013 and 2014, between December 31, 2016 and September 30, 2017 . 2014 Offering 2013 Offering Total Balance at December 31, 2016 $ 4,112 $ 529 $ 4,641 Change in fair value of warrant liability from repricing (see Note 9) 177,999 66,612 244,611 Change in fair value of warrant liability (147,278 ) (61,202 ) (208,480 ) Repurchase and retirement of warrants (see Note 9) (34,833 ) (5,939 ) (40,772 ) Balance at September 30, 2017 $ — $ — $ — |
Black-Scholes Inputs to Warrant Liability Valuation | Black-Scholes Inputs to Warrant Liability Valuation at December 31, 2016 Warrants: Stock Price Exercise Price Expected Volatility Risk-Free Interest Expected Term Dividends 2014 Offering $ 5.92 $ 65.28 64.19 % 1.33 % 2 years, 6 months none 2013 Offering $ 5.92 $ 64.00 71.61 % 0.99 % 1 year, 5 months none |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Preferred stock and convertible preferred stock | Preferred stock and convertible preferred stock consist of the following: September 30, 2017 December 31, 2016 Preferred stock, $0.001 par value; 5,000,000 shares authorized at September 30, 2017 and December 31, 2016; no shares issued and outstanding at September 30, 2017 and December 31, 2016 $ — $ — Series B convertible preferred stock, $0.001 par value, 147,000 shares designated at September 30, 2017 and December 31, 2016, and 500 shares issued and outstanding at September 30, 2017 and December 31, 2016 $ 1 $ 1 Series D convertible preferred stock, $0.001 par value, 21,300 shares designated at September 30, 2017 and December 31, 2016, 14,052.93 and 17,202.65 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively $ 14 $ 17 Series E convertible preferred stock, $0.001 par value, 7,000 and zero shares designated at September 30, 2017 and December 31, 2016, respectively, and 7,000 and zero shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively $ 7 $ — Series F convertible preferred stock, $0.001 par value, 10,621 and zero shares designated at September 30, 2017 and December 31, 2016, respectively, and 5,819.15 and zero shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively $ 5 $ — |
Business and Basis of Present22
Business and Basis of Presentation (Detail) | May 12, 2017 | Oct. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Organization And Basis Of Presentation [Line Items] | |||||||
Accumulated deficit | $ 188,457,980 | $ 188,457,980 | $ 178,478,801 | ||||
Cash and cash equivalents | 3,969,218 | 3,969,218 | $ 7,568,186 | 3,949,135 | $ 12,462,872 | ||
Value of shipments made but not yet sold | 2,272,736 | 2,272,736 | 1,247,545 | ||||
Reduction to accounts receivable | 1,346,942 | 1,346,942 | 619,309 | ||||
Deferred revenue | 925,794 | 925,794 | 628,236 | ||||
Deferred costs of goods sold | 1,466,230 | 1,466,230 | 910,595 | ||||
Provision for expected returns recorded as accrued expense | 454,730 | 488,200 | |||||
Allowance for doubtful accounts | $ 25,000 | $ 25,000 | $ 25,000 | ||||
Reverse stock split conversion ratio | 0.125 | ||||||
Minimum | |||||||
Organization And Basis Of Presentation [Line Items] | |||||||
Product sales right of return term | 30 days | ||||||
Maximum | |||||||
Organization And Basis Of Presentation [Line Items] | |||||||
Product sales right of return term | 60 days | ||||||
2017 Offerings | |||||||
Organization And Basis Of Presentation [Line Items] | |||||||
Gross proceeds from issuance of equity | $ 14,000,000 | ||||||
Net proceeds from issuance of stock and warrants | $ 12,900,000 | ||||||
Customer Concentration Risk | One Customer | Revenue | |||||||
Organization And Basis Of Presentation [Line Items] | |||||||
Concentration risk, percentage | 21.00% | 18.00% | |||||
Customer Concentration Risk | One Different Customer | Revenue | |||||||
Organization And Basis Of Presentation [Line Items] | |||||||
Concentration risk, percentage | 11.00% | ||||||
Customer Concentration Risk | Two Customers | Accounts Receivable | |||||||
Organization And Basis Of Presentation [Line Items] | |||||||
Concentration risk, percentage | 28.00% | 41.00% | |||||
Scenario, Forecast | Q3 2017 Offering Tranche Two | |||||||
Organization And Basis Of Presentation [Line Items] | |||||||
Gross proceeds from issuance of equity | $ 3,500,000 |
Comprehensive Loss (Detail)
Comprehensive Loss (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Equity [Abstract] | ||||
Other comprehensive income (loss), net of tax | $ 0 | $ 0 | $ 0 | $ 0 |
Net Loss Per Common Share - Sch
Net Loss Per Common Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total antidilutive securities excluded from the computation of earnings per share (in shares) | 7,728,775 | 4,971,423 | 7,896,343 | 3,643,286 |
Convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total antidilutive securities excluded from the computation of earnings per share (in shares) | 6,422,034 | 1,386,888 | 4,328,089 | 984,127 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total antidilutive securities excluded from the computation of earnings per share (in shares) | 1,206,504 | 3,525,872 | 3,469,612 | 2,621,450 |
Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total antidilutive securities excluded from the computation of earnings per share (in shares) | 100,237 | 58,663 | 98,642 | 37,709 |
Inventories (Detail)
Inventories (Detail) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Purchased components | $ 914,150 | $ 466,906 |
Work in progress | 91,335 | 154,971 |
Finished goods | 780,589 | 630,361 |
Inventories | $ 1,786,074 | $ 1,252,238 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Sales return allowance | $ 454,730 | $ 488,200 |
Technology fees | 450,000 | 450,000 |
Professional services | 343,000 | 390,800 |
Advertising and promotion | 335,600 | 28,100 |
Warranty reserve | 112,008 | 45,879 |
Other | 215,724 | 245,752 |
Accrued expenses | $ 1,911,062 | $ 1,648,731 |
Commitments and Contingencies (
Commitments and Contingencies (Detail) | Feb. 20, 2015USD ($) | Dec. 15, 2014USD ($) | Sep. 30, 2014extension_option | Aug. 31, 2014extension_option | Sep. 30, 2017USD ($) |
5-year operating lease agreement | |||||
Operating Leased Assets [Line Items] | |||||
Operating lease, term of contract | 5 years | ||||
Operating lease, number of extension options | extension_option | 1 | ||||
Operating lease, renewal term | 5 years | ||||
Monthly base rent | $ 7,598 | ||||
7-year operating lease agreement | |||||
Operating Leased Assets [Line Items] | |||||
Operating lease, term of contract | 7 years | 7 years | |||
Operating lease, number of extension options | extension_option | 1 | ||||
Operating lease, renewal term | 5 years | ||||
Monthly base rent | $ 37,792 | ||||
Excess cost of leasehold improvements | $ 275,961 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Liabilities [Abstract] | ||
Common stock warrants | $ 4,641 | |
Fair Value, Measurements, Recurring | ||
Assets | ||
Cash equivalents | $ 197,370 | 833,831 |
Total assets measured at fair value on recurring basis | 197,370 | 833,831 |
Liabilities [Abstract] | ||
Common stock warrants | 4,641 | |
Total liabilities measured at fair value on recurring basis | 4,641 | |
Fair Value, Measurements, Recurring | Level 1 | ||
Assets | ||
Cash equivalents | 197,370 | 833,831 |
Total assets measured at fair value on recurring basis | 197,370 | 833,831 |
Liabilities [Abstract] | ||
Common stock warrants | 0 | |
Total liabilities measured at fair value on recurring basis | 0 | |
Fair Value, Measurements, Recurring | Level 2 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Total assets measured at fair value on recurring basis | 0 | 0 |
Liabilities [Abstract] | ||
Common stock warrants | 0 | |
Total liabilities measured at fair value on recurring basis | 0 | |
Fair Value, Measurements, Recurring | Level 3 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Total assets measured at fair value on recurring basis | $ 0 | 0 |
Liabilities [Abstract] | ||
Common stock warrants | 4,641 | |
Total liabilities measured at fair value on recurring basis | $ 4,641 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of Company's Level 3 Financial Liabilities (Detail) (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Repurchase and retirement of warrants | $ (40,772) |
2014 Offering | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Repurchase and retirement of warrants | (34,833) |
2013 Offering | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Repurchase and retirement of warrants | (5,939) |
Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance | 4,641 |
Change in fair value of warrant liability from repricing | 244,611 |
Change in fair value of warrant liability | (208,480) |
Ending Balance | 0 |
Warrants | 2014 Offering | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance | 4,112 |
Change in fair value of warrant liability from repricing | 177,999 |
Change in fair value of warrant liability | (147,278) |
Ending Balance | 0 |
Warrants | 2013 Offering | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance | 529 |
Change in fair value of warrant liability from repricing | 66,612 |
Change in fair value of warrant liability | (61,202) |
Ending Balance | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Dec. 31, 2016USD ($) |
Fair Value Disclosures [Abstract] | |
Common stock warrants liability | $ 4,641 |
Fair Value Measurements - Black
Fair Value Measurements - Black-Scholes Inputs to Warrant Liability Valuation (Details) | 12 Months Ended |
Dec. 31, 2016$ / shares | |
2014 Offering | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Stock Price (in dollars per share) | $ 5.92 |
Exercise Price (in dollars per share) | $ 65.28 |
Expected Volatility | 64.19% |
Risk-Free Interest | 1.33% |
Expected Term | 2 years 6 months |
Dividends | 0.00% |
2013 Offering | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Stock Price (in dollars per share) | $ 5.92 |
Exercise Price (in dollars per share) | $ 64 |
Expected Volatility | 71.61% |
Risk-Free Interest | 0.99% |
Expected Term | 1 year 5 months |
Dividends | 0.00% |
Credit Facility (Detail)
Credit Facility (Detail) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Line of Credit Facility [Line Items] | |
Revolving credit facility, maximum borrowing capacity | $ 2,500,000 |
Credit facility expiration date | Jan. 15, 2018 |
Credit facility limit restricted to support letter of credit | $ 226,731 |
Line of credit facility, remaining borrowing capacity | $ 2,300,000 |
Prime Rate | |
Line of Credit Facility [Line Items] | |
Interest rate over prime rate | 0.50% |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock and Convertible Preferred Stock (Detail) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Non-Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Value of preferred stock issued | $ 0 | $ 0 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series B Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Value of preferred stock issued | $ 1 | $ 1 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued (in shares) | 500 | 500 |
Preferred stock, shares outstanding (in shares) | 500 | 500 |
Preferred stock, shares designated (in shares) | 147,000 | 147,000 |
Series D Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Value of preferred stock issued | $ 14 | $ 17 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued (in shares) | 14,052.93 | 17,202.65 |
Preferred stock, shares outstanding (in shares) | 14,052.93 | 17,202.65 |
Preferred stock, shares designated (in shares) | 21,300 | 21,300 |
Series E Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Value of preferred stock issued | $ 7 | $ 0 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued (in shares) | 7,000 | 0 |
Preferred stock, shares outstanding (in shares) | 7,000 | 0 |
Preferred stock, shares designated (in shares) | 7,000 | 0 |
Series F Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Value of preferred stock issued | $ 5 | $ 0 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued (in shares) | 5,819.15 | 0 |
Preferred stock, shares outstanding (in shares) | 5,819.15 | 0 |
Preferred stock, shares designated (in shares) | 10,621 | 0 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Class of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Compensation cost not yet recognized | $ 418,881 | $ 418,881 | |||
Compensation cost not yet recognized, period for recognition | 2 years 7 months 6 days | ||||
Series F Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Shares converted (in shares) | (1,301.85) | ||||
Convertible preferred stock, shares issued upon conversion (in shares) | (495,000) | (495,000) | |||
Series D Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares outstanding (in shares) | 14,052.93 | 14,052.93 | 17,202.65 | ||
Series E Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares outstanding (in shares) | 7,000 | 7,000 | 0 | ||
Series D Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares outstanding (in shares) | 14,052.93 | 14,052.93 | |||
Shares converted (in shares) | 3,149.72 | ||||
Series F Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares outstanding (in shares) | 5,819.15 | 5,819.15 | 0 | ||
2017 Offering | |||||
Class of Stock [Line Items] | |||||
Net proceeds from issuance of stock and warrants | $ 6,300,000 | ||||
Net proceeds from issuance of stock and warrants | $ 7,000,000 | ||||
2017 Offering | Series D Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares outstanding (in shares) | 19,458.90 | ||||
2017 Offering | Series E Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Shares issued during period (in shares) | 7,000 | ||||
Q3 2017 Offering | Series D Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares outstanding (in shares) | 14,052.93 | 14,052.93 | |||
Q3 2017 Offering | Series E Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares outstanding (in shares) | 7,000 | 7,000 | |||
Q3 2017 Offering | Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Convertible preferred stock, conversion price (in dollars per share) | $ 2.63 | ||||
Dividends, preferred stock, total | $ 2,800,000 | ||||
Q3 2017 Offering Tranche One | |||||
Class of Stock [Line Items] | |||||
Gross proceeds from issuance of equity | 3,500,000 | ||||
Net proceeds from issuance of stock and warrants | $ 3,300,000 | ||||
Q3 2017 Offering Tranche One | Series F Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Shares issued during period (in shares) | 3,500 | ||||
Shares issued (in dollars per share) | $ 1,000 | $ 1,000 | |||
Shares of common stock available to purchase (in shares) | 3,621 | 3,621 | |||
Number of shares authorized to be repurchased (in shares) | 4,184,483 | 4,184,483 | |||
Gross proceeds from issuance of equity | $ 3,622,219 | ||||
Q3 2017 Offering Tranche Two | Series F Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Shares issued during period (in shares) | 3,500 | ||||
Shares issued (in dollars per share) | $ 1,000 | $ 1,000 | |||
Q1 2017 Offering | Series E Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Shares issued (in dollars per share) | $ 1,000 | ||||
Q1 2017 Offering | Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Dividends, preferred stock, total | $ 4,000,000 | ||||
2017 Offerings | |||||
Class of Stock [Line Items] | |||||
Gross proceeds from issuance of equity | $ 14,000,000 | ||||
Net proceeds from issuance of stock and warrants | $ 12,900,000 | ||||
2017 Offerings | Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Shares issued (in dollars per share) | $ 1,000 | $ 1,000 | |||
Convertible preferred stock, conversion price (in dollars per share) | $ 2.63 | ||||
June 2016 Offering | |||||
Class of Stock [Line Items] | |||||
Net proceeds from issuance of stock and warrants | $ 6,700,000 | ||||
Net proceeds from issuance of stock and warrants | $ 7,500,000 | ||||
June 2016 Offering | Series D Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Shares issued (in dollars per share) | $ 1,000 | ||||
Shares issued during period (in shares) | 21,300 | ||||
June 2016 Offering | Series C Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Dividends, preferred stock, total | $ 19,800,000 | ||||
Shares redeemed during period (in shares) | 13,800 | ||||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Convertible preferred stock, shares issued upon conversion (in shares) | (809,103) | (809,103) | |||
Common Stock | 2017 Offering | |||||
Class of Stock [Line Items] | |||||
Shares of common stock available to purchase (in shares) | 1,250,000 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||
Number of securities available to purchase by warrants or rights | 2,934,484 | ||||
Common Stock | June 2016 Offering | |||||
Class of Stock [Line Items] | |||||
Shares of common stock available to purchase (in shares) | 1,475,069 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||
Exercise price of warrants or rights (in dollars per share) | $ 13.52 | ||||
Warrants | 2017 Offering | |||||
Class of Stock [Line Items] | |||||
Exercise price of warrants or rights (in dollars per share) | $ 5.6 | ||||
Warrants | Q1 2017 Offering | |||||
Class of Stock [Line Items] | |||||
Exercise price of warrants or rights (in dollars per share) | $ 5.60 | ||||
Class of warrant exercisable period | 5 years | ||||
Warrants not settleable in cash, fair value disclosure | $ 3,490,000 | ||||
Exercise price (in dollars per share) | $ 4.96 | ||||
Expected volatility | 70.20% | ||||
Risk free interest rate | 2.04% | ||||
Expected term | 5 years | ||||
Expected dividends | 0.00% |
Reverse Stock Split (Details)
Reverse Stock Split (Details) | May 12, 2017shares | Sep. 30, 2017shares | May 11, 2017shares | Dec. 31, 2016shares |
Class of Stock [Line Items] | ||||
Shares outstanding (in shares) | 1,268,440 | 2,145,519 | 10,147,721 | 836,862 |
Reverse stock split conversion ratio | 0.125 |