Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 10, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | OPGEN INC | |
Entity Central Index Key | 1,293,818 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | OPGN | |
Entity Common Stock, Shares Outstanding | 21,666,489 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 8,025,023 | $ 7,814,220 |
Accounts receivable, net | 871,564 | 678,646 |
Inventory, net | 844,272 | 826,012 |
Prepaid expenses and other current assets | 561,693 | 566,239 |
Total current assets | 10,302,552 | 9,885,117 |
Property and equipment, net | 922,157 | 1,074,710 |
Goodwill | 600,814 | 637,528 |
Intangible assets, net | 1,754,906 | 1,888,814 |
Other noncurrent assets | 270,412 | 270,327 |
Total assets | 13,850,841 | 13,756,496 |
Current liabilities | ||
Accounts payable | 1,900,844 | 2,285,792 |
Accrued compensation and benefits | 942,636 | 1,081,270 |
Accrued liabilities | 797,056 | 920,286 |
Deferred revenue | 105,767 | 50,925 |
Short term notes payable | 179,567 | 0 |
Current maturities of long-term capital lease obligation | 232,824 | 251,800 |
Total current liabilities | 4,158,694 | 4,590,073 |
Deferred rent | 527,528 | 352,985 |
Note payable | 995,833 | 993,750 |
Long-term capital lease obligation and other noncurrent liabilities | 224,278 | 328,642 |
Total liabilities | 5,906,333 | 6,265,450 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Common stock, $.01 par value; 200,000,000 shares authorized; 19,353,126 and 12,547,684 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively | 193,531 | 125,477 |
Preferred stock, $0.01 par value; 10,000,000 shares authorized; 2,309,428 issued and outstanding at June 30, 2016 (none at December 31, 2015) | 23,094 | 0 |
Additional paid-in capital | 131,412,003 | 121,490,994 |
Accumulated other comprehensive loss | (672) | (1,059) |
Accumulated deficit | (123,683,448) | (114,124,366) |
Total stockholders’ equity | 7,944,508 | 7,491,046 |
Total liabilities and stockholders’ equity | $ 13,850,841 | $ 13,756,496 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.1 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 19,353,126 | 12,547,684 |
Common stock, shares outstanding | 19,353,126 | 12,547,684 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 2,309,428 | 0 |
Preferred stock, shares outstanding | 2,309,428 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue | ||||
Product sales | $ 1,028,146 | $ 319,171 | $ 1,975,365 | $ 503,350 |
Laboratory services | 29,674 | 28,195 | 159,094 | 63,436 |
Collaboration revenue | 125,000 | 27,780 | 125,000 | 280,560 |
Total revenue | 1,182,820 | 375,146 | 2,259,459 | 847,346 |
Operating expenses | ||||
Cost of products sold | 337,020 | 48,231 | 682,987 | 163,620 |
Cost of services | 161,222 | 54,794 | 476,931 | 150,224 |
Research and development | 2,333,584 | 999,699 | 4,287,013 | 2,108,301 |
General and administrative | 1,777,054 | 1,420,219 | 3,315,100 | 2,079,611 |
Sales and marketing | 1,588,553 | 905,767 | 2,987,988 | 1,929,796 |
Total operating expenses | 6,197,433 | 3,428,710 | 11,750,019 | 6,431,552 |
Operating loss | (5,014,613) | (3,053,564) | (9,490,560) | (5,584,206) |
Other income (expense) | ||||
Interest expense | (26,649) | (1,632,974) | (68,383) | (1,729,371) |
Foreign currency transaction gains (losses) | (7,766) | 0 | 3,562 | 0 |
Change in fair value of derivative financial instruments | 0 | (679,173) | 0 | (647,342) |
Interest income and other | (3,874) | 7,127 | (3,699) | 7,162 |
Total other income (expense) | (38,289) | (2,305,020) | (68,520) | (2,369,551) |
Net loss | (5,052,902) | (5,358,584) | (9,559,080) | (7,953,757) |
Preferred stock dividends and beneficial conversion | (332,550) | (72,767) | (332,550) | (244,508) |
Net loss available to common stockholders | $ (5,385,452) | $ (5,431,351) | $ (9,891,630) | $ (8,198,265) |
Net loss per common share - basic and diluted | $ (0.38) | $ (0.84) | $ (0.74) | $ (2.35) |
Weighted average shares outstanding - basic and diluted | 14,522,097 | 6,449,108 | 13,545,519 | 3,487,734 |
Net loss | $ (5,052,902) | $ (5,358,584) | $ (9,559,080) | $ (7,953,757) |
Other comprehensive income (loss) - foreign currency translation | 1,498 | 0 | 387 | 0 |
Comprehensive loss | $ (5,051,404) | $ (5,358,584) | $ (9,558,693) | $ (7,953,757) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (9,559,080) | $ (7,953,757) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 329,969 | 207,227 |
Loss on disposal of property and equipment | 6,308 | 0 |
Noncash interest expense | 2,083 | 1,525,849 |
Share-based compensation | 527,896 | 910,691 |
Inventory obsolescence | 91,426 | 18,223 |
Change in fair value of derivative financial instruments | 0 | 647,342 |
Changes in operating assets and liabilities, net of effects of acquisition: | ||
Accounts receivable | (191,394) | 289,940 |
Inventory | (109,454) | 4,056 |
All other assets | 41,286 | (308,042) |
Accounts payable | (385,024) | 238,426 |
Accrued compensation and other liabilities | (93,999) | (56,912) |
Deferred revenue | 54,842 | (104,663) |
Net cash used in operating activities | (9,285,141) | (4,581,620) |
Cash flows from investing activities | ||
Purchases of property and equipment (net of proceeds on disposals) | (49,817) | (25,673) |
Net cash used in investing activities | (49,817) | (25,673) |
Cash flows from financing activities | ||
Proceeds from initial public offering, net of issuance costs | 0 | 12,142,526 |
Proceeds from issuance of convertible notes and warrants, net of issuance costs | 0 | 1,388,815 |
Proceeds from issuance of promissory notes, net of issuance costs | 204,895 | 750,000 |
Proceeds from exercise of stock options and warrants | 23,512 | 102 |
Proceeds from private offering of common stock, preferred stock and warrants, net of issuance costs | 9,460,749 | 0 |
Payments on debt | (25,328) | (152,500) |
Payments on capital lease obligations | (121,170) | (55,358) |
Net cash provided by financing activities | 9,542,658 | 14,073,585 |
Effects of exchange rates on cash | 3,103 | 0 |
Net increase in cash and cash equivalents | 210,803 | 9,466,292 |
Cash and cash equivalents at beginning of period | 7,814,220 | 749,517 |
Cash and cash equivalents at end of period | 8,025,023 | 10,215,809 |
Supplemental disclosure of cash flow information | ||
Cash paid during the period for interest | 28,777 | 203,163 |
Supplemental disclosure of noncash investing and financing activities: | ||
Acquisition of equipment purchased through capital leases | 0 | 76,745 |
Conversion of convertible promissory notes to Series A preferred stock | 0 | 3,000,000 |
Conversion of Series A preferred stock into common shares | 0 | 8,183,661 |
IPO [Member] | ||
Supplemental disclosure of noncash investing and financing activities: | ||
Exchange of demand notes | 0 | 2,100,000 |
Convertible Debt [Member] | ||
Supplemental disclosure of noncash investing and financing activities: | ||
Exchange of demand notes | $ 0 | $ 300,000 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1 - Organization OpGen, Inc. (“OpGen” or the “Company”) was incorporated in Delaware in 2001. On July 14, 2015, OpGen completed the strategic acquisition (the “Merger”) of AdvanDx, Inc. and its wholly owned subsidiary AdvanDx A/S (collectively, “AdvanDx”) (see Note 4). Pursuant to the terms of a merger agreement, Velox Acquisition Corp., OpGen’s wholly owned subsidiary formed for the express purpose of effecting the Merger, merged with and into AdvanDx, Inc. with AdvanDx, Inc. surviving as OpGen’s wholly owned subsidiary. OpGen, AdvanDx, Inc. and AdvanDx A/S are collectively referred to hereinafter as the “Company.” The Company’s headquarters are in Gaithersburg, Maryland, and its principal operations are in Gaithersburg, Maryland and Woburn, Massachusetts. The Company also has operations in Copenhagen, Denmark. The Company operates in one business segment. OpGen is a precision medicine company using molecular diagnostics and informatics to combat infectious disease. OpGen is developing molecular information solutions to combat infectious disease in global healthcare settings, helping to guide clinicians with more rapid information about life threatening infections, improve patient outcomes, and decrease the spread of infections caused by multidrug-resistant microorganisms (“MDROs”). The Company’s proprietary DNA tests and bioinformatics address the rising threat of antibiotic resistance by helping physicians and healthcare providers optimize patient care decisions and protect the hospital biome through customized screening and surveillance solutions. The Company’s molecular information solution combines Acuitas® DNA tests, Acuitas Lighthouse bioinformatics and CLIA lab services for MDRO genetic identification, antibiotic resistance gene information and surveillance, and a proprietary data warehouse including genomic data matched with antibiotic susceptibility information for microbes and patient information from healthcare providers. The Company is working to deliver its molecular information products and services to a global network of customers and partners. The Acuitas DNA tests provide rapid microbial ID, and antibiotic resistance gene information. These include the QuickFISH® family of FDA-cleared and CE-marked diagnostic products used to rapidly detect pathogens in positive blood cultures, the MDRO Gene Test to detect, type, track, and trend antibiotic resistant organisms in real-time and a rapid antibiotic resistance test in development. The Company’s operations are subject to certain risks and uncertainties. The risks include rapid technology changes, the need to manage growth, the need to retain key personnel, the need to protect intellectual property and the need to raise additional capital financing on terms acceptable to the Company. The Company’s success depends, in part, on its ability to develop and commercialize its proprietary technology as well as raise additional capital. |
Liquidity and management's plan
Liquidity and management's plans | 6 Months Ended |
Jun. 30, 2016 | |
Liquidation Basis Of Accounting Abstract [Abstract] | |
Liquidity and management’s plans | Note 2 Liquidity and management’s plans The accompanying unaudited condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since inception, the Company has incurred, and continues to incur, significant losses from operations. The Company has funded its operations primarily through external investor financing arrangements and has raised significant funds in 2016 and 2015, including: In May 2015, OpGen completed its initial public offering (“IPO”) for total gross proceeds of $17.1 million (see Note 8). In July 2015, the Company raised $ 6.0 1,136,364 4.40 1.0 In May and June 2016, the Company offered and sold units in a private offering to members of management and employees and to accredited investors, including Merck GHI and jVen Capital, each unit consisting of either (i) one share of common stock and a detachable stock purchase warrant to purchase an additional 0.75 shares of common stock, or (ii) one share of non-voting convertible preferred stock and a detachable stock purchase warrant to purchase an additional 0.75 shares of common stock, at a price of $1.14 per unit. 9,460,749 6,744,127 2,309,428 6,790,169 The Company believes that current cash on hand will be sufficient to fund operations into the first quarter of 2017. In the event the Company is unable to successfully raise additional capital on or before the first quarter of 2017, the Company will not have sufficient cash flows and liquidity to finance its business operations as currently contemplated. Accordingly, in such circumstances the Company would be compelled to reduce general and administrative expenses and delay research and development projects, including the purchase of scientific equipment and supplies, until it is able to obtain sufficient financing, or pursue other strategic alternatives which may include licensing and/or partnering arrangements or mergers and acquisitions. The condensed consolidated financial statements do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. |
Summary of significant accounti
Summary of significant accounting policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 - Summary of significant accounting policies The accompanying interim condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all the information and footnotes required by U.S. Generally Accepted Accounting Principles (“GAAP”) for complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2015 previously filed with the SEC. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all the adjustments (consisting of normal recurring adjustments) necessary to state fairly the Company’s financial position as of June 30, 2016 and the results of operations for the six and three months ended June 30, 2016 and 2015. The interim condensed consolidated results of operations are not necessarily indicative of the results that may occur for the full fiscal year. The December 31, 2015 consolidated balance sheet included herein was derived from the audited consolidated financial statements, but do not include all disclosures including notes required by GAAP for complete financial statements. The accompanying unaudited interim condensed consolidated financial statements include the accounts of OpGen and its wholly owned and controlled subsidiaries; all intercompany transactions and balances have been eliminated. The Company operates in one business segment. Certain prior period information has been reclassified to conform to the current period presentation. AdvanDx A/S is located in Copenhagen, Denmark and uses the Danish Krone as its functional currency. As a result, all assets and liabilities are translated into U.S. dollars based on exchange rates at the end of the reporting period. Income and expense items are translated at the average exchange rates prevailing during the reporting period. Translation adjustments are reported in accumulated other comprehensive loss, a component of stockholder's equity. Foreign currency translation adjustments are the sole component of accumulated other comprehensive loss at June 30, 2016 and December 31, 2015. Foreign currency transaction gains and losses, excluding gains and losses on intercompany balances where there is no current intent to settle such amounts in the foreseeable future, are included in the determination of net loss. Unless otherwise noted, all references to “$” or “dollar” refer to the U.S. dollar. In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the accompanying condensed consolidated financial statements, estimates are used for, but not limited to, share-based compensation, allowances for doubtful accounts and inventory obsolescence, valuation of derivative financial instruments, beneficial conversion features of convertible debt, deferred tax assets and liabilities and related valuation allowance, and depreciation and amortization and estimated useful lives of long-lived assets, and the recoverability of long-lived assets. Actual results could differ from those estimates. All financial instruments classified as current assets and liabilities are carried at cost, which approximates fair value, because of the short-term maturities of those instruments. The carrying value of the Company’s debt is reflective of fair value based on instruments with similar terms available to the Company. For additional fair value disclosures, see Note 6. The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents. The Company has cash and cash equivalents deposited in financial institutions in which the balances occasionally exceed the federal government agency (“FDIC”) insured limits of $ 250,000 At June 30, 2016 and December 31, 2015, the Company has funds totaling $ 243,380 The Company’s accounts receivable result from revenues earned but not collected from customers. Credit is extended based on an evaluation of a customer’s financial condition and, generally, collateral is not required. Accounts receivable are due within 30 to 60 15,831 15,596 Revenue earned from two customers represented 10 11 6 10 7 35 12 33 16 13 20 June 30, December 31, Raw materials and supplies $ 637,716 $ 362,526 Work-in process 45,716 150,369 Finished goods 160,840 313,117 Total $ 844,272 $ 826,012 Inventory includes reagents and components for QuickFISH and PNA FISH kit products, Argus Whole Genome Mapping Systems, reagents and supplies used for Argus consumable kits, and reagents and supplies used for the Company’s laboratory services. Inventory reserves for obsolescence and expirations were $ 682,476 591,051 Long-lived assets Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. Recoverability measurement and estimating of undiscounted cash flows is done at the lowest possible level for which we can identify assets. If such assets are considered to be impaired, impairment is recognized as the amount by which the carrying amount of assets exceeds the fair value of the assets. During the six and three months ended June 30, 2016 and 2015, the Company determined that its property and equipment was not impaired. Intangible assets and goodwill as of June 30, 2016 were acquired as part of the Merger, and consist of definite-lived intangible assets and goodwill. Definite-lived intangible assets 10 7 7 June 30, 2016 December 31, 2015 Cost Accumulated Net Balance Accumulated Net Balance Trademarks and tradenames $ 461,000 $ (44,430) $ 416,570 $ (21,471) $ 439,529 Developed technology 458,000 (63,050) 394,950 (30,474) $ 427,526 Customer relationships 1,094,000 (150,614) 943,386 (72,241) $ 1,021,759 $ 2,013,000 $ (258,094) $ 1,754,906 $ (124,186) $ 1,888,814 Total amortization expense of intangible assets was $ 133,908 66,954 268,000 Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If any indicators were present, the Company would test for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), the Company would perform the next step, which is to determine the fair value of the asset and record an impairment loss, if any. During the six and three months ended June 30, 2016 and 2015, the Company determined that its definite-lived intangible assets were not impaired. Goodwill Goodwill represents the excess of the purchase price for AdvanDx over the fair values of the acquired tangible or intangible assets and assumed liabilities. Goodwill is not tax deductible in any relevant jurisdictions. As a result of the Merger and subsequent measurement period adjustments recognized in 2016 and 2015, the Company recognized goodwill of $ 600,814 The Company conducts an impairment test of goodwill on an annual basis as of October 1 of each year, and will also conduct tests if events occur or circumstances change that would, more likely than not, reduce the Company’s fair value below its net equity value. All shares of Series A redeemable convertible preferred stock (including those shares issued in connection with the conversion of the 2014 and 2015 convertible debt), were converted into 7,374,852 In 2016, the Company issued 2,309,428 The Company recognizes revenue primarily from sales of its products and services when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. At times, the Company sells products and services, or performs software development, under multiple-element arrangements with separate units of accounting; in these situations, total consideration is allocated to the identified units of accounting based on their relative selling prices and revenue is then recognized for each unit based on its specific characteristics. Amounts billed to customers for shipping and handling are included in revenue when the related product or service revenue is recognized. Shipping and handling costs are included in cost of sales. Revenue from sales of QuickFISH, PNA FISH and XpressFISH diagnostic test products Revenue is recognized upon shipment to the customer. Sales are recorded net of accruals for estimated rebates, discounts and other deductions and returns. Revenue from providing laboratory services The Company recognizes revenue associated with laboratory services contracts when the service has been performed and reports are made available to the customer. Revenue from funded software development arrangements The Company’s funded software development arrangements generally consist of multiple elements. Total arrangement consideration is allocated to the identified units of accounting based on their relative selling prices and revenue is then recognized for each unit based on its specific characteristics. When funded software development arrangements include substantive research and development milestones, revenue is recognized for each such milestone when the milestone is achieved and is due and collectible. Milestones are considered substantive if all of the following conditions are met: (1) the milestone is nonrefundable; (2) achievement of the milestone was not reasonably assured at the inception of the arrangement; (3) substantive effort is involved to achieve the milestone; and (4) the amount of the milestone appears reasonable in relation to the effort expended, the other milestones in the arrangement and the related risk associated with achievement of the milestone. Revenue from license arrangements The Company recognizes revenue from licenses of its technologies over the applicable license term. Revenue from sales of the Argus System When an Argus System is sold without the Genome Builder software, total arrangement consideration is recognized as revenue when the system is delivered to the customer. Ancillary performance obligations, including installation, limited customer training and limited consumables, are considered inconsequential and are combined with the Argus System as one unit of accounting. When an Argus System is sold with the Genome Builder software in a multiple-element arrangement, total arrangement consideration is allocated to the Argus System and to the Genome Builder software based on their relative selling prices. Selling prices are determined based on sales of similar systems to similar customers and, where no sales have occurred, on management’s best estimate of the expected selling price relative to similar products. Revenue related to the Argus System is recognized when it is delivered to the customer; revenue for the Genome Builder software is recognized when it is delivered to the customer. Revenue from sales of Genome Builder Software and consumables (on a stand-alone basis) Revenue is recognized for Genome Builder Software and for consumables, when sold on a standalone basis, upon delivery to the customer. Revenue from extended warranty service contracts The Company recognizes revenue associated with extended warranty service contracts over the service period in proportion to the costs expected to be incurred over that same period. Share-based compensation Share-based compensation expense is recognized at fair value. The fair value of share-based compensation to employees and directors is estimated, on the date of grant, using the Black-Scholes model. The resulting fair value is recognized ratably over the requisite service period, which is generally the vesting period of the option. For all time-vesting awards granted, expense is amortized using the straight-line attribution method. Share-based compensation expense recognized is based on the value of the portion of stock-based awards that is ultimately expected to vest during the period. Option valuation models, including the Black-Scholes option pricing model, require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant-date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility and the expected life of the award. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred income tax assets to the amount expected to be realized. Tax benefits are initially recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions are initially, and subsequently, measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority, assuming full knowledge of the position and all relevant facts. The Company had federal net operating loss (“NOL”) carryforwards of $ 90.3 Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. For periods of net income, and when the effects are not anti-dilutive, diluted earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of shares outstanding plus the impact of all potential dilutive common shares, consisting primarily of common stock options and stock purchase warrants using the treasury stock method, and convertible preferred stock and convertible debt using the if-converted method. For periods of net loss, diluted loss per share is calculated similarly to basic loss per share because the impact of all dilutive potential common shares is anti-dilutive. The number of anti-dilutive shares, consisting of (i) common stock options, (ii) stock purchase warrants, and (iii) prior to the IPO, convertible preferred stock and convertible debt, exercisable or exchangeable into common stock which have been excluded from the computation of diluted loss per share, was 16.3 5.4 In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance for revenue recognition for contracts, superseding the previous revenue recognition requirements, along with most existing industry-specific guidance. The guidance requires an entity to review contracts in five steps: 1) identify the contract, 2) identify performance obligations, 3) determine the transaction price, 4) allocate the transaction price, and 5) recognize revenue. The new standard will result in enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenue arising from contracts with customers. In August 2015, the FASB issued guidance approving a one-year deferral, making the standard effective for reporting periods beginning after December 15, 2017, with early adoption permitted only for reporting periods beginning after December 15, 2016. In March 2016, the FASB issued guidance to clarify the implementation guidance on principal versus agent considerations for reporting revenue gross rather than net, with the same deferred effective date. In April 2016, the FASB issued guidance to clarify the identification of performance obligations and licensing arrangements. In May 2016, the FASB issued guidance addressing the presentation of sales and other similar taxes collected from customers, providing clarification of the collectibility criterion assessment, as well as clarifying certain transition requirements. The Company is currently evaluating the impact, if any, that this guidance will have on its financial statements. In August 2014, the FASB issued guidance requiring management to evaluate on a regular basis whether any conditions or events have arisen that could raise substantial doubt about the entity’s ability to continue as a going concern. The guidance 1) provides a definition for the term “substantial doubt,” 2) requires an evaluation every reporting period, interim periods included, 3) provides principles for considering the mitigating effect of management’s plans to alleviate the substantial doubt, 4) requires certain disclosures if the substantial doubt is alleviated as a result of management’s plans, 5) requires an express statement, as well as other disclosures, if the substantial doubt is not alleviated, and 6) requires an assessment period of one year from the date the financial statements are issued. The standard is effective for the Company’s reporting year beginning January 1, 2017 and early adoption is permitted. The Company is currently evaluating the impact, if any, that this new accounting pronouncement will have on its financial statements. In April 2015, the FASB issued accounting guidance requiring that debt issuance costs related to a recognized liability be presented on the balance sheet as a direct reduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. The standard is effective for reporting periods beginning after December 15, 2015. The Company adopted this guidance effective January 1, 2016 on a retrospective basis, and all periods are presented under this guidance. In April 2015, the FASB issued guidance as to whether a cloud computing arrangement (e.g., software as a service, platform as a service, infrastructure as a service, and other similar hosting arrangements) includes a software license and, based on that determination, how to account for such arrangements. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance is effective for reporting periods beginning after December 15, 2015, and can be adopted on either a prospective or retrospective basis. The Company adopted this guidance for the year ended December 31, 2016, on a prospective basis. The adoption of this new guidance did not have a material impact on the Company’s financial statements. In July 2015, the FASB issued accounting guidance for inventory. Under the guidance, an entity should measure inventory within the scope of this guidance at the lower of cost and net realizable value, except when inventory is measured using LIFO or the retail inventory method. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. In addition, the FASB has amended some of the other inventory guidance to more clearly articulate the requirements for the measurement and disclosure of inventory. The standard is effective for reporting periods beginning after December 15, 2016. The amendments in this pronouncement should be applied prospectively, with earlier application permitted. The Company is currently evaluating the impact, if any, that this new accounting pronouncement will have on its financial statements. In February 2016, the FASB issued guidance for the accounting for leases. The guidance requires lessees to recognize assets and liabilities related to long-term leases on the balance sheet and expands disclosure requirements regarding leasing arrangements. The guidance is effective for reporting periods beginning after December 15, 2018 and early adoption is permitted. The guidance must be adopted on a modified retrospective basis and provides for certain practical expedients. The Company is currently evaluating the impact, if any, that this new accounting pronouncement will have on its financial statements. In March 2016, the FASB issued guidance to clarify the requirements for assessing whether contingent call or put options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. The guidance is effective for reporting periods beginning after December 15, 2016, and early adoption is permitted. Entities are required to apply the guidance to existing debt instruments using a modified retrospective transition method as of beginning of the fiscal year of adoption. The Company is currently evaluating the impact, if any, that this new accounting pronouncement will have on its financial statements. In March 2016, the FASB issued guidance simplifying the accounting for and financial statement disclosure of stock-based compensation awards. Under the guidance, all excess tax benefits and tax deficiencies related to stock-based compensation awards are to be recognized as income tax expenses or benefits in the income statement and excess tax benefits should be classified along with other income tax cash flows in the operating activities section of the statement of cash flows. Under the guidance, companies can also elect to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. In addition, the guidance amends some of the other stock-based compensation awards guidance to more clearly articulate the requirements and cash flow presentation for withholding shares for tax-withholding purposes. The guidance is effective for reporting periods beginning after December 15, 2016 and early adoption is permitted, though all amendments of the guidance must be adopted in the same period. The adoption of certain amendments of the guidance must be applied prospectively, and adoption of the remaining amendments must be applied either on a modified retrospective basis or retrospectively to all periods presented. The Company is currently evaluating the impact, if any, that this new accounting pronouncement will have on its financial statements. The Company has evaluated all other issued and unadopted Accounting Standards Updates and believes the adoption of these standards will not have a material impact on its results of operations, financial position, or cash flows. |
Business combination
Business combination | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Business Combination | Note 4 Business combination On July 14, 2015, the Company acquired 100% of the capital stock of AdvanDx in the Merger in a taxable transaction. AdvanDx researched, developed and marketed advanced in vitro Pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), Velox Acquisition Corp. merged with and into AdvanDx, Inc. with AdvanDx, Inc. surviving as a wholly owned subsidiary of the Company in accordance with the General Corporation Law of the State of Delaware. Under the terms of the Merger Agreement, the merger consideration consisted of an aggregate 681,818 2.6 The Company accounted for the acquisition of AdvanDx by recording all tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date, with the remaining unallocated purchase price recorded as goodwill. The fair value assigned to identifiable intangible assets acquired was determined using an income approach for trade names and customer relationships, and a cost approach for technology. The Company received carryover tax basis in the acquired assets and liabilities and no tax basis in the intangible assets (including goodwill) established on the acquisition date. As a result, the Company recognized deferred tax assets related to foreign taxing jurisdictions of $ 4.3 0.1 Total purchase price - fair value of common stock issued $ 2,584,090 Fair value of tangible assets acquired: Cash $ 1,367,211 Receivables 536,406 Inventory 881,273 Property and equipment 245,479 Other assets 359,587 Fair value of identifiable intangible assets acquired: Customer relationships 1,094,000 Developed technology 458,000 Trademarks and tradenames 461,000 Goodwill 600,814 Deferred tax liabilities, net 129,095 Fair value of liabilities assumed 3,290,585 $ 2,584,090 The total consideration paid in the acquisition exceeded the estimated fair value of the tangible and identifiable intangible assets acquired and liabilities assumed, resulting in approximately $ 0.6 Adjustments to goodwill In the fourth quarter of 2015, the Company adopted new accounting guidance with respect to the accounting for measurement period adjustments resulting from business combinations. Under the new guidance, the Company is required to recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustments are determined and disclose the portion of the amount recorded in current-period losses by line item that would have been recorded in previous reporting periods if the adjustment had been recognized as of the acquisition date. During the fourth quarter of 2015, as a result of obtaining new information about facts and circumstances that existed as of the acquisition date, the Company adjusted the provisional estimated fair values of certain acquired assets and liabilities acquired in the Merger, resulting in an increase in goodwill recognized of $ 345,781 36,714 Pro forma disclosures (unaudited) The following unaudited pro forma financial information summarizes the results of operations for the six and three months ended June 30, 2015 as if the Merger had been completed as of January 1, 2015. Pro forma information primarily reflects adjustments relating to (i) elimination of the interest on AdvanDx’s outstanding debt, and (ii) the amortization of intangibles acquired. Six Months Three Months Unaudited pro forma results 2015 2015 Revenues $ 2,777,110 $ 1,347,424 Net loss $ (11,344,367) $ (7,547,328) Net loss per share $ (2.78) $ (1.07) |
2015 Merck GHI financing
2015 Merck GHI financing | 6 Months Ended |
Jun. 30, 2016 | |
Common Stock and Note Purchase Agreement [Abstract] | |
2015 Merck GHI Financing | Note 5 2015 Merck GHI financing On July 14, 2015, as a condition of the Merger, the Company entered into the Purchase Agreement with Merck GHI, pursuant to which Merck GHI purchased 1,136,364 4.40 5.0 8 1.0 The Company incurred issuance costs of approximately $ 50,000 8,000 42,000 |
Fair value measurements
Fair value measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Note 6 - Fair value measurements The Company classifies its financial instruments using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: ⋅ Level 1 - defined as observable inputs such as quoted prices in active markets; ⋅ Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and ⋅ Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions such as expected revenue growth and discount factors applied to cash flow projections. Financial assets and liabilities measured at fair value on a recurring basis The Company evaluates financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them each reporting period. This determination requires the Company to make subjective judgments as to the significance of inputs used in determining fair value and where such inputs lie within the hierarchy. Prior to its IPO, certain stock purchase warrants contained cash settlement features and, accordingly, the Company considered them to be derivative financial instruments and accounted for them at fair value using level 3 inputs. As a result of the Company’s IPO and elimination of the cash settlement features pursuant to their terms, those stock purchase warrants were reclassified to equity. For periods prior to the IPO, the Company determined the fair value of these derivative liabilities using a hybrid valuation method that consisted of a probability weighted expected return method that values the Company’s equity securities assuming various possible future economic outcomes while using an option pricing method (that treated all equity linked instruments as call options on the Company’s equity value with exercise prices based on the liquidation preference of the then-outstanding Series A redeemable convertible preferred stock) to estimate the allocation of value within one or more of the scenarios. Using this hybrid method, unobservable inputs included the Company’s equity value, the exercise price for each option value, expected timing of possible economic outcomes such as initial public offering, risk free interest rates and stock price volatility. Description Balance at Established in Change in Reclassified to Balance at Derivative warrant liability $ - $ 72,333 $ 647,342 $ (719,675) $ - The Company has no financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2016. Financial assets and liabilities carried at fair value on a non-recurring basis The Company does not have any financial assets and liabilities measured at fair value on a non-recurring basis. Non-financial assets and liabilities carried at fair value on a recurring basis The Company does not have any non-financial assets and liabilities measured at fair value on a recurring basis. Non-financial assets and liabilities carried at fair value on a non-recurring basis The Company measures its long-lived assets, including property and equipment and intangible assets (including goodwill), at fair value on a non-recurring basis when they are deemed to be impaired. No such fair value impairment was recognized in the six and three months ended June 30, 2016 and 2015. See Note 4 for a discussion of the fair value of assets acquired and liabilities assumed in the Merger. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Note 7 - Debt In connection with the IPO, all the Company’s then-outstanding demand notes and convertible notes were exchanged for units in the Company’s IPO or otherwise were converted into Series A redeemable convertible preferred stock and subsequently converted into shares of common stock. A short-term 8 150,000 1.0 8 As of June 30, 2016, the Company’s outstanding debt consisted of the $ 1.0 0.2 1.0 Demand notes In the fourth quarter of 2014 and first quarter of 2015, the Company raised a total of $ 2.3 0.3 350,000 8 2014 convertible debt In July, August and September 2014, the Company raised $ 1.5 2015 convertible debt In February and March 2015, the Company raised $ 1.5 8 1,875,000 1.25 1.00 1.00 The conversion option embedded in the convertible notes was determined to contain beneficial conversion features, resulting in the bifurcation of those features as an equity instrument (resulting in an additional debt discount) at issuance. After allocation of the gross proceeds to the detachable stock purchase warrants (discussed below) and beneficial conversion feature, the total debt discount recognized was equal to the face value of the 2015 convertible notes. Upon conversion in May 2015, the remaining unamortized beneficial conversion feature of approximately $ 1.5 71,421 The 2015 convertible note holders also received detachable stock purchase warrants exercisable for 225,011 110 0.7 Total interest expense on all debt instruments was $ 68,383 1,729,371 |
Stockholders' equity
Stockholders' equity | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' equity | Note 8 - Stockholders’ equity As of June 30, 2016, the Company has 200,000,000 19,353,126 10,000,000 2,309,428 On May 19, 2016 and June 27, 2016, the Company offered and sold units in a private offering to members of management and employees and to accredited investors, including Merck GHI and jVen Capital, each unit consisting of either 1.14 9.5 million 6,744,127 2,309,428 6,790,169 Each share of Series A non-voting convertible preferred stock is convertible at the option of the holder in whole or in part and from time to time into one share of common stock, is entitled to dividends on as “as converted basis” when and if dividends are issued to common stockholders, and participates in liquidation on a pari passu 1.3125 332,550 In July 2015, the Company issued 1,136,364 5.0 On May 8, 2015, the Company completed its IPO pursuant to which the Company offered and sold 2,850,000 6.00 17.1 2.1 350,000 2.9 422,500 4,225 7,374,852 The stock purchase warrants issued as part of the units (including over-allotment option) are exercisable for 3,272,500 6.60 May 8, 2020 185,250 Stock options In 2002, the Company adopted the 2002 Stock Option and Restricted Stock Plan (the “2002 Plan”), pursuant to which the Company’s Board of Directors could grant either incentive stock options or non-qualified stock options, shares of restricted stock, shares of unrestricted common stock, and other share-based awards to officers and employees. In 2008, the Company adopted the 2008 Stock Option and Restricted Stock Plan (the “2008 Plan”), pursuant to which the Company’s Board of Directors may grant either incentive or non-qualified stock options or shares of restricted stock to directors, key employees, consultants and advisors. In April 2015, the Company adopted, and the Company’s stockholders approved, the 2015 Equity Incentive Plan (the “2015 Plan”); the 2015 Plan became effective upon the execution and delivery of the underwriting agreement for the Company’s IPO. Following the effectiveness of the 2015 Plan, no further grants will be made under the 2002 Plan or 2008 Plan. The 2015 Plan provides for the granting of incentive stock options within the meaning of Section 422 of the Code to employees and the granting of non-qualified stock options to employees, non-employee directors and consultants. The 2015 Plan also provides for the grants of restricted stock, restricted stock units, stock appreciation rights, dividend equivalents and stock payments to employees, non-employee directors and consultants. Under the 2015 Plan, the aggregate number of shares of the common stock authorized for issuance may not exceed (1) 1,355,000 4 205,981 501,907 On April 28, 2016, the Board of Directors of the Company made a stock option award to Evan Jones, the Company’s Chief Executive Officer (“CEO”) and Chairman of the Board. The non-qualified stock option award to acquire 766,500 6 1.35 25 6.25 Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 Costs of services $ 696 $ - $ 5,008 $ - Research and development 73,204 70,288 135,422 106,684 General and administrative 177,025 199,179 349,128 282,478 Sales and marketing 15,474 50,681 38,338 521,529 $ 266,399 $ 320,148 $ 527,896 $ 910,691 No income tax benefit for stock-based compensation arrangements was recognized in the condensed consolidated statements of operations and comprehensive loss due to the Company’s net loss position. During the six and three months ended June 30, 2016, the Company granted stock options to acquire 1,374,150 and 1,344,150 $ 1.41 of $ 0.68 3,395,445 Restricted stock units In March 2014, the Company awarded restricted stock units to acquire 130,640 130,640 75,000 1.70 Stock purchase warrants Issuance Exercise Expiration Shares of August 2007 $ 7.91 August 2017 8,921 March 2008 $ 790.54 March 2018 46 November 2009 $ 7.91 November 2019 6,674 January 2010 $ 7.91 January 2020 6,674 March 2010 $ 7.91 March 2020 1,277 November 2011 $ 7.91 November 2021 5,213 December 2011 $ 7.91 December 2021 664 March 2012 $ 109.90 March 2019 4,125 February 2015 $ 6.60 February 2025 225,011 May 2015 $ 6.60 May 2020 3,457,750 May 2016 $ 1.31 May 2021 4,739,348 June 2016 $ 1.31 May 2021 2,050,821 10,506,524 The warrants listed above were issued in connection with various debt, equity or development contract agreements. The warrants issued in February 2015 were initially classified as a liability since the exercise price was variable. The exercise price became fixed as a result of the Company’s IPO and, as such, the warrant liability was marked to fair value at that time and reclassified to equity (see Note 6). |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 9 - Commitments and contingencies Operating leases During the second quarter 2015, the Company extended the term of its Gaithersburg, Maryland office lease, effective May 7, 2015, through January 31, 2021, with one additional five-year renewal at the Company’s election. The Company is responsible for all utilities, repairs, insurance, and taxes under this operating lease. Effective July 1, 2015, the Company further modified its lease agreement to add additional leased space to its headquarters. The Company also leases a facility in Woburn, Massachusetts under an operating lease that expires in January 2017. Additionally, the Company leases office space in Denmark; this lease is currently on a month-to-month basis. Rent expense under the Company’s facility operating leases for the six months ended June 30, 2016 and 2015 was $ 502,389 380,641 Capital leases The Company leases computer equipment, office furniture, and equipment under various capital leases. The leases expire at various dates through 2020. The leases require monthly principal and interest payments. Registration and other shareholder rights In connection with the various investment transactions, the Company entered into registration rights agreements with stockholders, pursuant to which the investors were granted certain demand registration rights and/or piggyback and/or resale registration rights in connection with subsequent registered offerings of the Company’s common stock. |
License agreements, research co
License agreements, research collaborations and development agreements | 6 Months Ended |
Jun. 30, 2016 | |
License Agreements Research Collaborations And Development Agreements [Abstract] | |
License Agreements, Research Collaborations and Development Agreements | Note 10 - License agreements, research collaborations and development agreements The Company is a party to three license agreements to acquire certain patent rights and technologies. Royalties are incurred upon the sale of a product or service which utilizes the licensed technology. Certain of the agreements require the Company to pay minimum royalties or license maintenance fees. The Company recognized net royalty expense (income) of $ 145,802 75,948 270,000 In September 2013, the Company entered into a technology development agreement with Hitachi High-Technologies Corporation (“Hitachi”) that included fixed milestone payments for meeting development milestones under the agreement. Since the milestones were substantive, the Company recognized revenue in the periods in which the substantive milestones were achieved. In addition, the Company received an upfront payment, which was recognized on a straight-line basis over the term of the technology development agreement, which ended in December 2015. The Company recognized total revenue of $ 280,560 27,780 In June 2016, the Company entered into a license agreement with Hitachi, pursuant to which it resolved various matters with respect to previously delivered milestones under the technology development agreement and provided a development license and commercial products license to certain technology. The license agreement contains non-contingent multiple elements (the licenses) that the Company determined did not have stand alone value, and a contingent substantive milestone. The licenses are treated as a single unit of accounting and the Company will recognize the revenue associated with that unit of accounting over the applicable license period. During the quarter ended June 30, 2016, the Company recognized $ 125,000 |
Related party transactions
Related party transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related party transactions | Note 11 - Related party transactions In March 2014, the Company entered into a supply agreement with Fluidigm Corporation (“Fluidigm”) under which Fluidigm supplies the Company with its microfluidic test platform for use in manufacturing the Acuitas MDRO Gene Test. The Company’s CEO and Chairman of the Board of Directors is a director of Fluidigm. On July 12, 2015, the Company entered into a letter agreement (the “Fluidigm Agreement”) with Fluidigm to expand the companies’ existing relationship to include collaborating on the development of test kits and custom analytic instruments for identification, screening and surveillance testing of MDROs. The Fluidigm Agreement also expands the existing Supply Agreement between the Company and Fluidigm, and provides for expansion of the gene targets and organisms to be tested on the Company’s existing CLIA lab-based tests, the Acuitas MDRO Gene Test and the Acuitas Resistome Test, using Fluidigm technologies and products. Additionally, Fluidigm has agreed not to develop or directly collaborate with any third party to develop an FDA approved or CE-marked diagnostic test for the purpose of detecting resistome genes for identified MDROs if the Company meets certain minimum purchase commitments and other requirements. The initial term of the Fluidigm Agreement is five years. Both parties have the ability to extend the term for an additional five years. Under the expanded Supply Agreement, the term was extended until March 17, 2018, and the Company has the right to extend the term of the Supply Agreement for up to two additional three-year terms. The Company paid $ 160,089 142,935 66,865 55,907 In the six months ended June 30, 2016 and 2015, the Company had $ 67,775 125,798 0 42,282 In addition, the Company has several capital lease arrangements for laboratory equipment manufactured by Fluidigm. The Company paid $ 90,212 29,706 45,106 14,853 |
Subsequent events
Subsequent events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 12 Subsequent events On July 20, 2016, the Company’s registration statement on Form S-3, registering the sale of common shares underlying the Series A non-voting convertible preferred stock, was declared effective by the SEC. Holders of the Series A non-voting convertible preferred stock subsequently converted 2,309,428 2,309,428 |
Summary of significant accoun18
Summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of presentation and consolidation | Basis of presentation and consolidation The accompanying interim condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all the information and footnotes required by U.S. Generally Accepted Accounting Principles (“GAAP”) for complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2015 previously filed with the SEC. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all the adjustments (consisting of normal recurring adjustments) necessary to state fairly the Company’s financial position as of June 30, 2016 and the results of operations for the six and three months ended June 30, 2016 and 2015. The interim condensed consolidated results of operations are not necessarily indicative of the results that may occur for the full fiscal year. The December 31, 2015 consolidated balance sheet included herein was derived from the audited consolidated financial statements, but do not include all disclosures including notes required by GAAP for complete financial statements. The accompanying unaudited interim condensed consolidated financial statements include the accounts of OpGen and its wholly owned and controlled subsidiaries; all intercompany transactions and balances have been eliminated. The Company operates in one business segment. Certain prior period information has been reclassified to conform to the current period presentation. |
Foreign Currency | Foreign currency AdvanDx A/S is located in Copenhagen, Denmark and uses the Danish Krone as its functional currency. As a result, all assets and liabilities are translated into U.S. dollars based on exchange rates at the end of the reporting period. Income and expense items are translated at the average exchange rates prevailing during the reporting period. Translation adjustments are reported in accumulated other comprehensive loss, a component of stockholder's equity. Foreign currency translation adjustments are the sole component of accumulated other comprehensive loss at June 30, 2016 and December 31, 2015. Foreign currency transaction gains and losses, excluding gains and losses on intercompany balances where there is no current intent to settle such amounts in the foreseeable future, are included in the determination of net loss. Unless otherwise noted, all references to “$” or “dollar” refer to the U.S. dollar. |
Use of Estimates | Use of estimates In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the accompanying condensed consolidated financial statements, estimates are used for, but not limited to, share-based compensation, allowances for doubtful accounts and inventory obsolescence, valuation of derivative financial instruments, beneficial conversion features of convertible debt, deferred tax assets and liabilities and related valuation allowance, and depreciation and amortization and estimated useful lives of long-lived assets, and the recoverability of long-lived assets. Actual results could differ from those estimates. |
Fair value of financial instruments | Fair value of financial instruments All financial instruments classified as current assets and liabilities are carried at cost, which approximates fair value, because of the short-term maturities of those instruments. The carrying value of the Company’s debt is reflective of fair value based on instruments with similar terms available to the Company. For additional fair value disclosures, see Note 6. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents. The Company has cash and cash equivalents deposited in financial institutions in which the balances occasionally exceed the federal government agency (“FDIC”) insured limits of $ 250,000 At June 30, 2016 and December 31, 2015, the Company has funds totaling $ 243,380 |
Accounts Receivable | Accounts receivable The Company’s accounts receivable result from revenues earned but not collected from customers. Credit is extended based on an evaluation of a customer’s financial condition and, generally, collateral is not required. Accounts receivable are due within 30 to 60 15,831 15,596 Revenue earned from two customers represented 10 11 6 10 7 35 12 33 16 13 20 |
Inventories | Inventories June 30, December 31, Raw materials and supplies $ 637,716 $ 362,526 Work-in process 45,716 150,369 Finished goods 160,840 313,117 Total $ 844,272 $ 826,012 Inventory includes reagents and components for QuickFISH and PNA FISH kit products, Argus Whole Genome Mapping Systems, reagents and supplies used for Argus consumable kits, and reagents and supplies used for the Company’s laboratory services. Inventory reserves for obsolescence and expirations were $ 682,476 591,051 |
Property and equipment | Property and equipment Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. Recoverability measurement and estimating of undiscounted cash flows is done at the lowest possible level for which we can identify assets. If such assets are considered to be impaired, impairment is recognized as the amount by which the carrying amount of assets exceeds the fair value of the assets. During the six and three months ended June 30, 2016 and 2015, the Company determined that its property and equipment was not impaired. |
Intangible assets and goodwill | Intangible assets and goodwill Intangible assets and goodwill as of June 30, 2016 were acquired as part of the Merger, and consist of definite-lived intangible assets and goodwill. Definite-lived intangible assets 10 7 7 June 30, 2016 December 31, 2015 Cost Accumulated Net Balance Accumulated Net Balance Trademarks and tradenames $ 461,000 $ (44,430) $ 416,570 $ (21,471) $ 439,529 Developed technology 458,000 (63,050) 394,950 (30,474) $ 427,526 Customer relationships 1,094,000 (150,614) 943,386 (72,241) $ 1,021,759 $ 2,013,000 $ (258,094) $ 1,754,906 $ (124,186) $ 1,888,814 Total amortization expense of intangible assets was $ 133,908 66,954 268,000 Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If any indicators were present, the Company would test for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), the Company would perform the next step, which is to determine the fair value of the asset and record an impairment loss, if any. During the six and three months ended June 30, 2016 and 2015, the Company determined that its definite-lived intangible assets were not impaired. Goodwill Goodwill represents the excess of the purchase price for AdvanDx over the fair values of the acquired tangible or intangible assets and assumed liabilities. Goodwill is not tax deductible in any relevant jurisdictions. As a result of the Merger and subsequent measurement period adjustments recognized in 2016 and 2015, the Company recognized goodwill of $ 600,814 The Company conducts an impairment test of goodwill on an annual basis as of October 1 of each year, and will also conduct tests if events occur or circumstances change that would, more likely than not, reduce the Company’s fair value below its net equity value. |
Redeemable convertible preferred stock | Preferred stock All shares of Series A redeemable convertible preferred stock (including those shares issued in connection with the conversion of the 2014 and 2015 convertible debt), were converted into 7,374,852 In 2016, the Company issued 2,309,428 |
Revenue recognition | The Company recognizes revenue primarily from sales of its products and services when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. At times, the Company sells products and services, or performs software development, under multiple-element arrangements with separate units of accounting; in these situations, total consideration is allocated to the identified units of accounting based on their relative selling prices and revenue is then recognized for each unit based on its specific characteristics. Amounts billed to customers for shipping and handling are included in revenue when the related product or service revenue is recognized. Shipping and handling costs are included in cost of sales. Revenue from sales of QuickFISH, PNA FISH and XpressFISH diagnostic test products Revenue is recognized upon shipment to the customer. Sales are recorded net of accruals for estimated rebates, discounts and other deductions and returns. Revenue from providing laboratory services The Company recognizes revenue associated with laboratory services contracts when the service has been performed and reports are made available to the customer. Revenue from funded software development arrangements The Company’s funded software development arrangements generally consist of multiple elements. Total arrangement consideration is allocated to the identified units of accounting based on their relative selling prices and revenue is then recognized for each unit based on its specific characteristics. When funded software development arrangements include substantive research and development milestones, revenue is recognized for each such milestone when the milestone is achieved and is due and collectible. Milestones are considered substantive if all of the following conditions are met: (1) the milestone is nonrefundable; (2) achievement of the milestone was not reasonably assured at the inception of the arrangement; (3) substantive effort is involved to achieve the milestone; and (4) the amount of the milestone appears reasonable in relation to the effort expended, the other milestones in the arrangement and the related risk associated with achievement of the milestone. Revenue from license arrangements The Company recognizes revenue from licenses of its technologies over the applicable license term. Revenue from sales of the Argus System When an Argus System is sold without the Genome Builder software, total arrangement consideration is recognized as revenue when the system is delivered to the customer. Ancillary performance obligations, including installation, limited customer training and limited consumables, are considered inconsequential and are combined with the Argus System as one unit of accounting. When an Argus System is sold with the Genome Builder software in a multiple-element arrangement, total arrangement consideration is allocated to the Argus System and to the Genome Builder software based on their relative selling prices. Selling prices are determined based on sales of similar systems to similar customers and, where no sales have occurred, on management’s best estimate of the expected selling price relative to similar products. Revenue related to the Argus System is recognized when it is delivered to the customer; revenue for the Genome Builder software is recognized when it is delivered to the customer. Revenue from sales of Genome Builder Software and consumables (on a stand-alone basis) Revenue is recognized for Genome Builder Software and for consumables, when sold on a standalone basis, upon delivery to the customer. Revenue from extended warranty service contracts The Company recognizes revenue associated with extended warranty service contracts over the service period in proportion to the costs expected to be incurred over that same period. |
Share-based compensation | Share-based compensation Share-based compensation expense is recognized at fair value. The fair value of share-based compensation to employees and directors is estimated, on the date of grant, using the Black-Scholes model. The resulting fair value is recognized ratably over the requisite service period, which is generally the vesting period of the option. For all time-vesting awards granted, expense is amortized using the straight-line attribution method. Share-based compensation expense recognized is based on the value of the portion of stock-based awards that is ultimately expected to vest during the period. Option valuation models, including the Black-Scholes option pricing model, require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant-date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility and the expected life of the award. |
Income taxes | Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred income tax assets to the amount expected to be realized. Tax benefits are initially recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions are initially, and subsequently, measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority, assuming full knowledge of the position and all relevant facts. The Company had federal net operating loss (“NOL”) carryforwards of $ 90.3 |
Loss per share | Loss per share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. For periods of net income, and when the effects are not anti-dilutive, diluted earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of shares outstanding plus the impact of all potential dilutive common shares, consisting primarily of common stock options and stock purchase warrants using the treasury stock method, and convertible preferred stock and convertible debt using the if-converted method. For periods of net loss, diluted loss per share is calculated similarly to basic loss per share because the impact of all dilutive potential common shares is anti-dilutive. The number of anti-dilutive shares, consisting of (i) common stock options, (ii) stock purchase warrants, and (iii) prior to the IPO, convertible preferred stock and convertible debt, exercisable or exchangeable into common stock which have been excluded from the computation of diluted loss per share, was 16.3 5.4 |
Recent accounting pronouncements | Recent accounting pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance for revenue recognition for contracts, superseding the previous revenue recognition requirements, along with most existing industry-specific guidance. The guidance requires an entity to review contracts in five steps: 1) identify the contract, 2) identify performance obligations, 3) determine the transaction price, 4) allocate the transaction price, and 5) recognize revenue. The new standard will result in enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenue arising from contracts with customers. In August 2015, the FASB issued guidance approving a one-year deferral, making the standard effective for reporting periods beginning after December 15, 2017, with early adoption permitted only for reporting periods beginning after December 15, 2016. In March 2016, the FASB issued guidance to clarify the implementation guidance on principal versus agent considerations for reporting revenue gross rather than net, with the same deferred effective date. In April 2016, the FASB issued guidance to clarify the identification of performance obligations and licensing arrangements. In May 2016, the FASB issued guidance addressing the presentation of sales and other similar taxes collected from customers, providing clarification of the collectibility criterion assessment, as well as clarifying certain transition requirements. The Company is currently evaluating the impact, if any, that this guidance will have on its financial statements. In August 2014, the FASB issued guidance requiring management to evaluate on a regular basis whether any conditions or events have arisen that could raise substantial doubt about the entity’s ability to continue as a going concern. The guidance 1) provides a definition for the term “substantial doubt,” 2) requires an evaluation every reporting period, interim periods included, 3) provides principles for considering the mitigating effect of management’s plans to alleviate the substantial doubt, 4) requires certain disclosures if the substantial doubt is alleviated as a result of management’s plans, 5) requires an express statement, as well as other disclosures, if the substantial doubt is not alleviated, and 6) requires an assessment period of one year from the date the financial statements are issued. The standard is effective for the Company’s reporting year beginning January 1, 2017 and early adoption is permitted. The Company is currently evaluating the impact, if any, that this new accounting pronouncement will have on its financial statements. In April 2015, the FASB issued accounting guidance requiring that debt issuance costs related to a recognized liability be presented on the balance sheet as a direct reduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. The standard is effective for reporting periods beginning after December 15, 2015. The Company adopted this guidance effective January 1, 2016 on a retrospective basis, and all periods are presented under this guidance. In April 2015, the FASB issued guidance as to whether a cloud computing arrangement (e.g., software as a service, platform as a service, infrastructure as a service, and other similar hosting arrangements) includes a software license and, based on that determination, how to account for such arrangements. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance is effective for reporting periods beginning after December 15, 2015, and can be adopted on either a prospective or retrospective basis. The Company adopted this guidance for the year ended December 31, 2016, on a prospective basis. The adoption of this new guidance did not have a material impact on the Company’s financial statements. In July 2015, the FASB issued accounting guidance for inventory. Under the guidance, an entity should measure inventory within the scope of this guidance at the lower of cost and net realizable value, except when inventory is measured using LIFO or the retail inventory method. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. In addition, the FASB has amended some of the other inventory guidance to more clearly articulate the requirements for the measurement and disclosure of inventory. The standard is effective for reporting periods beginning after December 15, 2016. The amendments in this pronouncement should be applied prospectively, with earlier application permitted. The Company is currently evaluating the impact, if any, that this new accounting pronouncement will have on its financial statements. In February 2016, the FASB issued guidance for the accounting for leases. The guidance requires lessees to recognize assets and liabilities related to long-term leases on the balance sheet and expands disclosure requirements regarding leasing arrangements. The guidance is effective for reporting periods beginning after December 15, 2018 and early adoption is permitted. The guidance must be adopted on a modified retrospective basis and provides for certain practical expedients. The Company is currently evaluating the impact, if any, that this new accounting pronouncement will have on its financial statements. In March 2016, the FASB issued guidance to clarify the requirements for assessing whether contingent call or put options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. The guidance is effective for reporting periods beginning after December 15, 2016, and early adoption is permitted. Entities are required to apply the guidance to existing debt instruments using a modified retrospective transition method as of beginning of the fiscal year of adoption. The Company is currently evaluating the impact, if any, that this new accounting pronouncement will have on its financial statements. In March 2016, the FASB issued guidance simplifying the accounting for and financial statement disclosure of stock-based compensation awards. Under the guidance, all excess tax benefits and tax deficiencies related to stock-based compensation awards are to be recognized as income tax expenses or benefits in the income statement and excess tax benefits should be classified along with other income tax cash flows in the operating activities section of the statement of cash flows. Under the guidance, companies can also elect to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. In addition, the guidance amends some of the other stock-based compensation awards guidance to more clearly articulate the requirements and cash flow presentation for withholding shares for tax-withholding purposes. The guidance is effective for reporting periods beginning after December 15, 2016 and early adoption is permitted, though all amendments of the guidance must be adopted in the same period. The adoption of certain amendments of the guidance must be applied prospectively, and adoption of the remaining amendments must be applied either on a modified retrospective basis or retrospectively to all periods presented. The Company is currently evaluating the impact, if any, that this new accounting pronouncement will have on its financial statements. The Company has evaluated all other issued and unadopted Accounting Standards Updates and believes the adoption of these standards will not have a material impact on its results of operations, financial position, or cash flows. |
Summary of significant accoun19
Summary of significant accounting policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of inventories | Inventories are valued using the first-in, first-out method and stated at the lower of cost or market and consist of the following: June 30, December 31, Raw materials and supplies $ 637,716 $ 362,526 Work-in process 45,716 150,369 Finished goods 160,840 313,117 Total $ 844,272 $ 826,012 |
Schedule of Finite-Lived Intangible Assets | Definite-lived intangible assets include trademarks, developed technology and customer relationships, and are amortized over their useful lives of 10 7 7 June 30, 2016 December 31, 2015 Cost Accumulated Net Balance Accumulated Net Balance Trademarks and tradenames $ 461,000 $ (44,430) $ 416,570 $ (21,471) $ 439,529 Developed technology 458,000 (63,050) 394,950 (30,474) $ 427,526 Customer relationships 1,094,000 (150,614) 943,386 (72,241) $ 1,021,759 $ 2,013,000 $ (258,094) $ 1,754,906 $ (124,186) $ 1,888,814 |
Business combination (Tables)
Business combination (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of preliminary allocation of the purchase price | The following represents the allocation of the purchase price (as adjusted for measurement period adjustments): Total purchase price - fair value of common stock issued $ 2,584,090 Fair value of tangible assets acquired: Cash $ 1,367,211 Receivables 536,406 Inventory 881,273 Property and equipment 245,479 Other assets 359,587 Fair value of identifiable intangible assets acquired: Customer relationships 1,094,000 Developed technology 458,000 Trademarks and tradenames 461,000 Goodwill 600,814 Deferred tax liabilities, net 129,095 Fair value of liabilities assumed 3,290,585 $ 2,584,090 |
Schedule of unaudited pro forma financial information | The pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition occurred as of January 1, 2015 or that may be obtained in the future: Six Months Three Months Unaudited pro forma results 2015 2015 Revenues $ 2,777,110 $ 1,347,424 Net loss $ (11,344,367) $ (7,547,328) Net loss per share $ (2.78) $ (1.07) |
Fair value measurements (Tables
Fair value measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | The following tables set forth a summary of changes in the fair value of Level 3 liabilities measured at fair value on a recurring basis for the year ended December 31, 2015: Description Balance at Established in Change in Reclassified to Balance at Derivative warrant liability $ - $ 72,333 $ 647,342 $ (719,675) $ - |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of allocation of share-based compensation expense | For the six and three months ended June 30, 2016 and 2015, the Company recognized stock compensation expense as follows: Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 Costs of services $ 696 $ - $ 5,008 $ - Research and development 73,204 70,288 135,422 106,684 General and administrative 177,025 199,179 349,128 282,478 Sales and marketing 15,474 50,681 38,338 521,529 $ 266,399 $ 320,148 $ 527,896 $ 910,691 |
Schedule of warrants to purchase shares of common stock | At June 30, 2016, the following warrants to purchase shares of common stock were outstanding: Issuance Exercise Expiration Shares of August 2007 $ 7.91 August 2017 8,921 March 2008 $ 790.54 March 2018 46 November 2009 $ 7.91 November 2019 6,674 January 2010 $ 7.91 January 2020 6,674 March 2010 $ 7.91 March 2020 1,277 November 2011 $ 7.91 November 2021 5,213 December 2011 $ 7.91 December 2021 664 March 2012 $ 109.90 March 2019 4,125 February 2015 $ 6.60 February 2025 225,011 May 2015 $ 6.60 May 2020 3,457,750 May 2016 $ 1.31 May 2021 4,739,348 June 2016 $ 1.31 May 2021 2,050,821 10,506,524 |
Liquidity and management's pl23
Liquidity and management's plans (Details Textual) - USD ($) | Jul. 14, 2015 | May 08, 2015 | Jun. 27, 2016 | Jun. 30, 2016 |
Conversion of Stock [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 2,309,428 | |||
Proceeds From Issuance Initial Public Offering Gross | $ 17,100,000 | |||
Common Stock | Merck Global Health Innovation Fund LLC | ||||
Conversion of Stock [Line Items] | ||||
Proceeds From Issuance Of Shares And Debt | $ 6,000,000 | |||
Stock Issued During Period, Shares, New Issues | 1,136,364 | |||
Shares Issued, Price Per Share | $ 4.40 | |||
Private Placement [Member] | ||||
Conversion of Stock [Line Items] | ||||
Proceeds from Issuance of Private Placement Net | $ 9,460,749 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,790,169 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.14 | |||
Sale of Stock, Description of Transaction | (i) one share of common stock and a detachable stock purchase warrant to purchase an additional 0.75 shares of common stock, or (ii) one share of non-voting convertible preferred stock a detachable stock purchase warrant to purchase an additional 0.75 shares of common stock, at a price of $1.14 per unit. | |||
Private Placement [Member] | Common Stock | ||||
Conversion of Stock [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 6,744,127 | |||
Private Placement [Member] | Non-votingConvertiblePreferredStock [Member] | ||||
Conversion of Stock [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 2,309,428 | |||
Promissory Note | Common Stock | Merck Global Health Innovation Fund LLC | ||||
Conversion of Stock [Line Items] | ||||
Debt Instrument, Face Amount | $ 1,000,000 |
Summary of significant accoun24
Summary of significant accounting policies (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Inventories | ||
Raw materials and supplies | $ 637,716 | $ 362,526 |
Work-in process | 45,716 | 150,369 |
Finished goods | 160,840 | 313,117 |
Total | $ 844,272 | $ 826,012 |
Summary of significant accoun25
Summary of significant accounting policies (Details 1) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 2,013,000 | $ 2,013,000 |
Accumulated Amortization | (258,094) | (124,186) |
Net Balance | 1,754,906 | 1,888,814 |
Trademarks and tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 461,000 | 461,000 |
Accumulated Amortization | (44,430) | (21,471) |
Net Balance | 416,570 | 439,529 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 458,000 | 458,000 |
Accumulated Amortization | (63,050) | (30,474) |
Net Balance | 394,950 | 427,526 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,094,000 | 1,094,000 |
Accumulated Amortization | (150,614) | (72,241) |
Net Balance | $ 943,386 | $ 1,021,759 |
Summary of significant accoun26
Summary of significant accounting policies (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | May 08, 2015 | |
Significant Accounting Policies [Line Items] | ||||||
Allowance for Doubtful Accounts Receivable | $ 15,831 | $ 15,831 | $ 15,596 | |||
Inventory Valuation Reserves | 682,476 | $ 682,476 | 591,051 | |||
Operating Loss Carryforwards | 90,300,000 | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 16,300,000 | 5,400,000 | ||||
FDIC limit of insurable cash | 250,000 | $ 250,000 | ||||
Goodwill | 600,814 | 600,814 | 637,528 | |||
Letters of Credit Outstanding, Amount | 243,380 | 243,380 | $ 243,380 | |||
Amortization of Intangible Assets | 66,954 | 133,908 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | $ 268,000 | $ 268,000 | ||||
Stock Issued During Period, Shares, New Issues | 2,309,428 | |||||
Developed Technology Rights [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 7 years | |||||
Customer Relationships [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 7 years | |||||
Trademarks [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||||
Common Stock [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 7,374,852 | |||||
Accounts Receivable | Customer Concentration Risk | Customer One | ||||||
Significant Accounting Policies [Line Items] | ||||||
Concentration Risk, Percentage | 20.00% | |||||
Sales Revenue, Net [Member] | Customer Concentration Risk | Customer One | ||||||
Significant Accounting Policies [Line Items] | ||||||
Concentration Risk, Percentage | 10.00% | 7.00% | 6.00% | 33.00% | ||
Sales Revenue, Net [Member] | Customer Concentration Risk | Customer Two | ||||||
Significant Accounting Policies [Line Items] | ||||||
Concentration Risk, Percentage | 11.00% | 35.00% | 10.00% | 16.00% | ||
Sales Revenue, Net [Member] | Customer Concentration Risk | Customer Three | ||||||
Significant Accounting Policies [Line Items] | ||||||
Concentration Risk, Percentage | 12.00% | 13.00% | ||||
Maximum | ||||||
Significant Accounting Policies [Line Items] | ||||||
Accounts Receivable Period Due | 60 days | |||||
Minimum | ||||||
Significant Accounting Policies [Line Items] | ||||||
Accounts Receivable Period Due | 30 days |
Business combination (Details)
Business combination (Details) - USD ($) | Jul. 14, 2015 | Jun. 30, 2016 | Dec. 31, 2015 |
Fair value of identifiable intangible assets acquired: | |||
Goodwill | $ 600,814 | $ 637,528 | |
AdvanDx [Member] | |||
Business Acquisition [Line Items] | |||
Total purchase price - fair value of common stock issued | $ 2,584,090 | ||
Fair value of tangible assets acquired: | |||
Cash | 1,367,211 | ||
Receivables | 536,406 | ||
Inventory | 881,273 | ||
Property and equipment | 245,479 | ||
Other assets | 359,587 | ||
Fair value of identifiable intangible assets acquired: | |||
Customer relationships | 1,094,000 | ||
Developed technology | 458,000 | ||
Trademarks and tradenames | 461,000 | ||
Goodwill | 600,814 | $ 600,000 | |
Deferred tax liabilities, net | 129,095 | ||
Fair value of liabilities assumed | 3,290,585 | ||
Total acquisition purchase price Allocation | $ 2,584,090 |
Business combination (Details 1
Business combination (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2015 | Jun. 30, 2015 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Revenues | $ 1,347,424 | $ 2,777,110 |
Net loss | $ (7,547,328) | $ (11,344,367) |
Net loss per share | $ (1.07) | $ (2.78) |
Business combination (Details T
Business combination (Details Textual) - USD ($) | Jul. 14, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2016 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 637,528 | $ 600,814 | ||
Deferred Tax Assets, Tax Credit Carryforwards, Foreign | $ 4,300,000 | |||
Deferred Tax Liabilities, Net, Total | 100,000 | |||
Goodwill, Period Increase (Decrease), Total | $ 36,714 | $ 345,781 | ||
AdvanDx [Member] | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 600,814 | $ 600,000 | ||
AdvanDx [Member] | Equity Issued in Business Combination [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 681,818 | |||
Equity Issued in Business Combination, Fair Value Disclosure | $ 2,600,000 |
2015 Merck GHI financing (Detai
2015 Merck GHI financing (Details Textual) - USD ($) | Jul. 14, 2015 | Jun. 30, 2016 | Dec. 31, 2015 | Jul. 31, 2015 |
Common Stock and Note Purchase Agreement [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 2,309,428 | |||
Merck GHI Financing Agreement [Member] | ||||
Common Stock and Note Purchase Agreement [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 1,136,364 | |||
Shares Issued, Price Per Share | $ 4.40 | |||
Proceeds from Issuance of Common Stock | $ 5,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||
Debt Instrument, Face Amount | $ 1,000,000 | $ 1,000,000 | ||
Fees Related to Common Stock and Debt Transaction | 50,000 | |||
Payments of Debt Issuance Costs | 8,000 | |||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 42,000 |
Fair value measurements (Detail
Fair value measurements (Details) - Warrant | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Changes in the fair value of Level 3 liabilities measured at fair value on recurring basis | |
Balance at the begining of the period | $ 0 |
Established in 2015 | 72,333 |
Change in Fair Value | 647,342 |
Reclassified to Equity | (719,675) |
Balance at the end of the period | $ 0 |
Debt (Details Textual)
Debt (Details Textual) | May 08, 2015USD ($)shares | Jul. 31, 2015USD ($) | May 31, 2015USD ($) | Apr. 30, 2015USD ($) | Mar. 31, 2015USD ($)$ / sharesshares | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($)$ / shares | Sep. 30, 2014USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($)$ / shares | Dec. 31, 2014shares | Dec. 31, 2015USD ($)shares | Jul. 14, 2015USD ($) |
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from Notes Payable | $ 204,895 | $ 750,000 | |||||||||||||
Interest Expense, Debt | $ 1,500,000 | $ 26,649 | $ 1,623,974 | 68,383 | 1,729,371 | ||||||||||
Amortization of Financing Costs | $ 71,421 | ||||||||||||||
Repayments of Debt | 25,328 | 152,500 | |||||||||||||
Merck GHI Financing Agreement [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |||||||||||||
Proceeds from Other Short-term Debt | $ 1,000,000 | ||||||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | $ 1,000,000 | |||||||||||||
Long-term Debt, Gross | 1,000,000 | 1,000,000 | |||||||||||||
IPO [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | 0 | $ 2,100,000 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 350,000 | 1,875,000 | |||||||||||||
Common Stock Percent | 110.00% | ||||||||||||||
2014 Convertible Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from Convertible Debt | $ 1,500,000 | ||||||||||||||
2014 Convertible Notes | IPO [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 1,500,000 | ||||||||||||||
2015 Convertible Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | 8.00% | ||||||||||||
Proceeds from Other Short-term Debt | $ 1,500,000 | ||||||||||||||
Fair Value Adjustment of Warrants | $ 700,000 | ||||||||||||||
2015 Convertible Notes | Common Stock [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 225,011 | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1 | $ 1 | $ 1 | ||||||||||||
2015 Convertible Notes | Pre IPO | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 1.25 | ||||||||||||||
2015 Convertible Notes | Post IPO | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 1 | ||||||||||||||
Short-term Demand Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from Notes Payable | $ 2,300,000 | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 300,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||
Promissory Note | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||
Repayments of Debt | $ 150,000 | ||||||||||||||
Notes Payable, Other Payables [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term Debt, Gross | $ 200,000 | $ 200,000 |
Stockholders' equity (Details)
Stockholders' equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | $ 266,399 | $ 320,148 | $ 527,896 | $ 910,691 |
Costs of services | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | 696 | 0 | 5,008 | 0 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | 73,204 | 70,288 | 135,422 | 106,684 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | 177,025 | 199,179 | 349,128 | 282,478 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | $ 15,474 | $ 50,681 | $ 38,338 | $ 521,529 |
Stockholders' equity (Details 1
Stockholders' equity (Details 1) | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares of Common Stock Subject to Warrants | 10,506,524 |
August 2,007 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 7.91 |
Expiration | 2017-08 |
Shares of Common Stock Subject to Warrants | 8,921 |
March 2,008 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 790.54 |
Expiration | 2018-03 |
Shares of Common Stock Subject to Warrants | 46 |
November 2,009 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 7.91 |
Expiration | 2019-11 |
Shares of Common Stock Subject to Warrants | 6,674 |
January 2,010 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 7.91 |
Expiration | 2020-01 |
Shares of Common Stock Subject to Warrants | 6,674 |
March 2,010 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 7.91 |
Expiration | 2020-03 |
Shares of Common Stock Subject to Warrants | 1,277 |
November 2,011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 7.91 |
Expiration | 2021-11 |
Shares of Common Stock Subject to Warrants | 5,213 |
December 2,011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 7.91 |
Expiration | 2021-12 |
Shares of Common Stock Subject to Warrants | 664 |
March 2,012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 109.90 |
Expiration | 2019-03 |
Shares of Common Stock Subject to Warrants | 4,125 |
February 2,015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 6.60 |
Expiration | 2025-02 |
Shares of Common Stock Subject to Warrants | 225,011 |
May 2,015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 6.60 |
Expiration | 2020-05 |
Shares of Common Stock Subject to Warrants | 3,457,750 |
May 2,016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 1.31 |
Expiration | 2021-05 |
Shares of Common Stock Subject to Warrants | 4,739,348 |
June 2,016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 1.31 |
Expiration | 2021-05 |
Shares of Common Stock Subject to Warrants | 2,050,821 |
Stockholders' equity (Details T
Stockholders' equity (Details Textual) - USD ($) | Jul. 14, 2015 | May 08, 2015 | Jun. 27, 2016 | Apr. 28, 2016 | Oct. 24, 2014 | Mar. 31, 2014 | Mar. 31, 2015 | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | May 19, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,344,150 | 1,374,150 | ||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.41 | |||||||||||
Stock Issued During Period, Shares, New Issues | 2,309,428 | |||||||||||
Proceeds From Issuance Of Units Under Initial Public Offering Gross | $ 17,100,000 | |||||||||||
Proceeds From Issuance Of Units Under Initial Public Offering Net | $ 12,100,000 | |||||||||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||
Common Stock, Shares, Issued | 19,353,126 | 12,547,684 | 19,353,126 | |||||||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||
Preferred Stock, Shares Issued | 2,309,428 | 0 | 2,309,428 | |||||||||
Stock And Warrants Issued During Period Shares Initial Public Offering Purchase Price Per Unit | $ 6 | |||||||||||
Convertible Preferred Stock, Beneficial Conversion Feature Recognized as Deemed Dividend | $ 332,550 | |||||||||||
May 2016 Warrant [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.3125 | |||||||||||
June 2016 Warrant [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.3125 | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 766,500 | |||||||||||
Percentage of Total Outstanding Shares of Common Stock | 6.00% | |||||||||||
Share Based Compensation Arrangements By Share Based Payment Award Options Grants In Period Exercise Price | $ 1.35 | |||||||||||
Share Based Compensation Arrangements By Share Based Payment Award contractual Term | 10 years | |||||||||||
Chief Executive Officer [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||||||||
Chief Executive Officer [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 6.25% | |||||||||||
Over-Allotment Option [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,272,500 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6.60 | |||||||||||
Expiration Date of Warrants Issued | May 8, 2020 | |||||||||||
Warrant Expiration Period | 5 years | |||||||||||
IPO [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 0 | $ 2,100,000 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 350,000 | 1,875,000 | ||||||||||
Private Placement [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,790,169 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.14 | |||||||||||
Sale of Stock, Description of Transaction | (i) one share of common stock and a detachable stock purchase warrant to purchase an additional 0.75 shares of common stock, or (ii) one share of non-voting convertible preferred stock a detachable stock purchase warrant to purchase an additional 0.75 shares of common stock, at a price of $1.14 per unit. | |||||||||||
Proceeds from Issuance of Private Placement Net | $ 9,460,749 | |||||||||||
Demand Notes Payable [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 2,100,000 | |||||||||||
2015 Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,355,000 | 1,355,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 205,981 | 205,981 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Common stock Percentage | 4.00% | |||||||||||
2015 Plan | January 1, 2016 [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 501,907 | |||||||||||
Stock options | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.68 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,395,445 | 3,395,445 | ||||||||||
Restricted stock units | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 130,640 | 75,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.70 | |||||||||||
Common Stock [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock and Warrants Issued in Conjunction with Initial Public Offering | 2,850,000 | |||||||||||
Warrants Issued During Period On Exercise Of Over Allotment Option Shares | 422,500 | |||||||||||
Proceeds from Issuance of Warrants | $ 4,225 | |||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 7,374,852 | |||||||||||
Shares Of Stock Issued For Restricted Stock Unit Exercises | 130,640 | |||||||||||
Underwriting Discounts Commissions And Offering Expenses | $ 2,900,000 | |||||||||||
Common Stock [Member] | Merck Global Health Innovation Fund LLC [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 1,136,364 | |||||||||||
Proceeds from Issuance of Common Stock | $ 5,000,000 | |||||||||||
Common Stock [Member] | Over-Allotment Option [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 185,250 | |||||||||||
Common Stock [Member] | Private Placement [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 6,744,127 | |||||||||||
Non-votingConvertiblePreferredStock [Member] | Private Placement [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 2,309,428 |
Commitments and contingencies (
Commitments and contingencies (Details Textual) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Loss Contingencies [Line Items] | ||
Operating Leases, Rent Expense, Net, Total | $ 502,389 | $ 380,641 |
License agreements, research 37
License agreements, research collaborations and development agreements (Details Textual) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | |
License Agreements Research Collaborations And Development Agreements [Line Items] | ||||
Future Minimum Royalty Payments Due | $ 270,000 | $ 270,000 | ||
Royalty (Income) Expense | 75,948 | $ (44,526) | 145,802 | $ (21,221) |
Licenses Revenue | $ 0 | 75,948 | $ 0 | |
Number Of License Agreements | 3 | 3 | ||
Revenue Recognition, Milestone Method, Revenue Recognized | $ 125,000 | |||
Collaborations Revenue | $ 125,000 | $ 27,780 | $ 125,000 | $ 280,560 |
Related party transactions (Det
Related party transactions (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Purchases from Related Party | $ 0 | $ 42,282 | $ 67,775 | $ 125,798 |
Related Party Transaction, Expenses from Transactions with Related Party | 66,865 | 55,907 | 160,089 | 142,935 |
Payments to Acquire Equipment on Lease | $ 45,106 | $ 14,853 | $ 90,212 | $ 29,706 |
Subsequent events (Details Text
Subsequent events (Details Textual) - Subsequent Event | 1 Months Ended |
Jul. 20, 2016shares | |
Common Stock [Member] | |
Subsequent Event [Line Items] | |
Conversion of Stock, Shares Issued | 2,309,428 |
Non-votingConvertiblePreferredStock [Member] | |
Subsequent Event [Line Items] | |
Conversion of Stock, Shares Converted | 2,309,428 |