Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 24, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Entity Registrant Name | VirtualScopics, Inc. | ||
Entity Central Index Key | 1,307,752 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Trading Symbol | VSCP | ||
Entity Common Stock, Shares Outstanding | 3,011,534 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 6,034,167 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash | $ 2,434,121 | $ 4,046,599 |
Accounts receivable | 2,606,241 | 1,814,143 |
Prepaid expenses and other current assets | 480,031 | 410,188 |
Total current assets | 5,520,393 | 6,270,930 |
Patents, net | 1,032,817 | 1,211,770 |
Property and equipment, net | 542,493 | 330,873 |
Other assets | 1,478 | 10,661 |
Total assets | 7,097,181 | 7,824,234 |
Current liabilities | ||
Accounts payable and accrued expenses | 996,366 | 1,289,099 |
Accrued payroll | 374,387 | 681,964 |
Unearned revenue | 1,213,914 | 670,332 |
Accrued dividends | 335,333 | 335,333 |
Current portion of note payable | 64,505 | 0 |
Current portion of capital lease obligations | 43,285 | 0 |
Total current liabilities | 3,027,790 | 2,976,728 |
Note payable, net of current portion | 120,157 | 0 |
Capital lease obligations, net of current portion | 151,916 | 0 |
Total liabilities | $ 3,299,863 | $ 2,976,728 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Common stock, $0.001 par value; 20,000,000 shares authorized at December 31, 2015 and 2014; issued and outstanding, 3,011,534 and 2,994,928 shares at December 31, 2015 and December 31, 2014, respectively | $ 3,011 | $ 2,995 |
Additional paid-in capital | 21,966,986 | 21,975,069 |
Accumulated deficit | (18,172,685) | (17,130,564) |
Total stockholders' equity | 3,797,318 | 4,847,506 |
Total liabilities and stockholders' equity | 7,097,181 | 7,824,234 |
Convertible Preferred Stock Series C - 1 [Member] | ||
Stockholders' Equity | ||
Convertible preferred stock | 3 | 3 |
Convertible Preferred Stock Series B [Member] | ||
Stockholders' Equity | ||
Convertible preferred stock | 1 | 1 |
Convertible Preferred Stock Series A [Member] | ||
Stockholders' Equity | ||
Convertible preferred stock | 2 | 2 |
Convertible Preferred Stock Series C - 2 [Member] | ||
Stockholders' Equity | ||
Convertible preferred stock | $ 0 | $ 0 |
Consolidated Balance Sheets _Pa
Consolidated Balance Sheets [Parenthetical] - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 3,011,534 | 2,994,928 |
Common stock, shares outstanding | 3,011,534 | 2,994,928 |
Convertible Preferred Stock Series C - 1 [Member] | ||
Convertible preferred stock, shares authorized | 3,000 | 3,000 |
Convertible preferred stock, shares issued | 3,000 | 3,000 |
Convertible preferred stock, shares outstanding | 3,000 | 3,000 |
Convertible preferred stock, liquidation preference (in dollars per share) | $ 1,000 | $ 1,000 |
Convertible Preferred Stock Series B [Member] | ||
Convertible preferred stock, shares authorized | 6,000 | 6,000 |
Convertible preferred stock, shares issued | 600 | 600 |
Convertible preferred stock, shares outstanding | 600 | 600 |
Convertible preferred stock, liquidation preference (in dollars per share) | $ 1,000 | $ 1,000 |
Convertible Preferred Stock Series A [Member] | ||
Convertible preferred stock, shares authorized | 8,400 | 8,400 |
Convertible preferred stock, shares issued | 1,965 | 2,165 |
Convertible preferred stock, shares outstanding | 1,965 | 2,165 |
Convertible preferred stock, liquidation preference (in dollars per share) | $ 1,000 | $ 1,000 |
Convertible Preferred Stock Series C - 2 [Member] | ||
Convertible preferred stock, shares authorized | 3,000 | 3,000 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Convertible preferred stock, liquidation preference (in dollars per share) | $ 1,000 | $ 1,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues | $ 11,993,601 | $ 9,832,300 |
Reimbursement revenues | 723,283 | 620,184 |
Total revenues | 12,716,884 | 10,452,484 |
Cost of services | 7,194,531 | 6,470,430 |
Cost of reimbursement revenues | 723,283 | 620,184 |
Total cost of services | 7,917,814 | 7,090,614 |
Gross profit | 4,799,070 | 3,361,870 |
Operating expenses | ||
Research and development | 1,283,321 | 1,245,264 |
Sales and marketing | 1,132,487 | 1,876,041 |
General and administrative | 2,961,802 | 3,349,879 |
Depreciation and amortization | 414,075 | 314,249 |
Total operating expenses | 5,791,685 | 6,785,433 |
Operating loss | (992,615) | (3,423,563) |
Other income (expense) | ||
Interest income | 1,431 | 4,237 |
Interest expense | (15,739) | 0 |
Interest expense - debt issuance costs | (17,420) | 0 |
Other expenses | (17,778) | (3,097) |
Total other (expense) income | (49,506) | 1,140 |
Net Loss | (1,042,121) | (3,422,423) |
Preferred stock dividends | 168,000 | 168,000 |
Net loss attributable to common stockholders | $ (1,210,121) | $ (3,590,423) |
Basic and diluted loss per common share (in dollars per share) | $ (0.40) | $ (1.20) |
Weighted average number of common shares outstanding Basic and diluted (in shares) | 2,997,499 | 2,993,601 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Total | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C-1 Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2013 | $ 8,287,476 | $ 2 | $ 1 | $ 3 | $ 2,992 | $ 21,992,619 | $ (13,708,141) |
Balance (in shares) at Dec. 31, 2013 | 2,190 | 600 | 3,000 | 2,991,869 | |||
Amortization of stock option expense | 149,894 | 149,894 | |||||
Amortization of restricted stock units | 559 | 559 | |||||
Conversion of Series A Preferred to Common Stock | $ 2 | (2) | |||||
Conversion of Series A Preferred to Common Stock (in shares) | (25) | 2,075 | |||||
Restricted stock units issuance | 0 | $ 1 | (1) | ||||
Restricted stock units issuance (in shares) | 984 | ||||||
Series B preferred stock dividends based on 8% annual rate | (48,000) | (48,000) | |||||
Series C-1 preferred stock dividends based on 4% annual rate | (120,000) | (120,000) | |||||
Net loss | (3,422,423) | (3,422,423) | |||||
Balance at Dec. 31, 2014 | 4,847,506 | $ 2 | $ 1 | $ 3 | $ 2,995 | 21,975,069 | (17,130,564) |
Balance (in shares) at Dec. 31, 2014 | 2,165 | 600 | 3,000 | 2,994,928 | |||
Amortization of stock option expense | 159,933 | 159,933 | |||||
Conversion of Series A Preferred to Common Stock | $ 16 | (16) | |||||
Conversion of Series A Preferred to Common Stock (in shares) | (200) | 16,606 | |||||
Series B preferred stock dividends based on 8% annual rate | (48,000) | (48,000) | |||||
Series C-1 preferred stock dividends based on 4% annual rate | (120,000) | (120,000) | |||||
Net loss | (1,042,121) | (1,042,121) | |||||
Balance at Dec. 31, 2015 | $ 3,797,318 | $ 2 | $ 1 | $ 3 | $ 3,011 | $ 21,966,986 | $ (18,172,685) |
Balance (in shares) at Dec. 31, 2015 | 1,965 | 600 | 3,000 | 3,011,534 |
Consolidated Statements of Cha6
Consolidated Statements of Changes in Stockholders' Equity [Parenthetical] | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Series B Preferred Stock [Member] | ||
Preferred Stock, Dividend Rate, Percentage | 8.00% | 8.00% |
Series C-1 Preferred Stock [Member] | ||
Preferred Stock, Dividend Rate, Percentage | 4.00% | 4.00% |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (1,042,121) | $ (3,422,423) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 414,075 | 314,249 |
Amortization of debt issuance costs | 17,420 | 0 |
Stock-based compensation | 159,933 | 150,453 |
Changes in operating assets and liabilities | ||
Accounts receivable | (792,098) | (89,073) |
Prepaid expenses and other assets | (36,278) | (23,150) |
Accounts payable and accrued expenses | (292,733) | 443,028 |
Accrued payroll | (307,577) | (155,647) |
Unearned revenue | 543,582 | (74,696) |
Total adjustments | (293,676) | 565,164 |
Net cash used in operating activities | (1,335,797) | (2,857,259) |
Cash flows from investing activities | ||
Purchases of property and equipment | (222,163) | (285,542) |
Patent applications and maintenance | (23,153) | (15,230) |
Net cash used in investing activities | (245,316) | (300,772) |
Cash flows from financing activities | ||
Proceeds from Notes Payable | 205,000 | 0 |
Repayments of note payable | (20,338) | 0 |
Repayments of capital lease obligations | (6,225) | 0 |
Debt issuance costs | (41,802) | |
Cash dividends on series B and C-1 convertible preferred stock | (168,000) | (126,000) |
Net cash used in financing activities | (31,365) | (126,000) |
Net decrease in cash | (1,612,478) | (3,284,031) |
Cash | ||
Beginning of year | 4,046,599 | 7,330,630 |
End of year | 2,434,121 | 4,046,599 |
Supplemental disclosure of cash flow information | ||
Cash payments for interest | 15,739 | 0 |
Cash payments for taxes | 0 | 0 |
Non-cash financing activities: | ||
Accrual of dividends on Series B and C-1 preferred stock | 0 | 42,000 |
Conversion of Series A preferred stock into common stock | 16 | 2 |
Purchase of equipment under capital lease obligation | $ 201,426 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Organization and Basis Of Presentation [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Nature of Business The Company’s headquarters are located in Rochester, New York. The Company has created a suite of image analysis software tools and applications which are used in detecting and analyzing specific structures in medical images. The Company’s developed software provides measurement and visualization capabilities designed to improve clinical research and development. On March 25, 2016, the Company entered into a definitive merger agreement with Biotelemetry, Inc. pursuant to which BioTelemetry proposes to acquire VirtualScopics. The transaction is structured as a tender offer for the Company’s outstanding voting shares followed by a second-step merger. The total consideration is $ 15.5 4.05 Basis of Presentation A Certificate of Amendment to decrease the Company’s number of authorized common stock from 85,000,000 20,000,000 15,000,000 1,000,000 |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 12 Months Ended |
Dec. 31, 2015 | |
Liquidity and Financial Condition [Abstract] | |
Liquidity and Financial Condition [Text Block] | NOTE 2 Liquidity and Financial Condition The Company had a net loss attributable to common stockholders of $ 1,210,121 18,172,685 2,493,000 2,000,000 The Company’s future plans and growth are dependent on its ability to increase revenues and continue its business development efforts surrounding its contract award backlog. If the Company continues to incur losses and revenues do not generate from the backlog as expected, the Company may need to raise additional capital to expand its business and continue as a going concern. The Company currently anticipates that its cash will be sufficient to meet its working capital requirements to continue its sales and marketing and research and development efforts for at least 12 months. If in the future our plans or assumptions change or prove to be inaccurate, the Company may need to raise additional funds through public or private debt or equity offerings, financings, corporate collaborations, or other means. The Company may also be required to reduce operating expenditures or investments in its infrastructure. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 3 - Summary of Significant Accounting Policies The accompanying consolidated financial statements include the accounts of VirtualScopics, Inc. and its wholly-owned subsidiary, VirtualScopics New York, LLC. All significant intercompany balances and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates. Estimates included in these consolidated financial statements relate to assessing the collectability of accounts receivable, the valuation of securities underlying share-based compensation, realization of deferred tax assets, tax contingencies and any related valuation allowance, and the useful lives and potential impairment of the Company’s property and equipment and intangible assets. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to be necessary. The Company considers all highly liquid investments when purchased with a maturity of three months or less to be cash equivalents. At December 31, 2015 and 2014, the Company had no cash equivalents. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash. At times, our cash may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts, if any. In determining collectability, historical trends are evaluated and specific customer issues are reviewed to arrive at appropriate allowances, if any. The Company determined that no allowance for doubtful accounts was necessary at December 31, 2015 and 2014. Costs incurred to acquire and file for patents, including legal costs, are capitalized as long-lived assets and amortized on a straight-line basis over the lower of the estimated useful life or legal life of the patent, which is 20 Property and equipment are carried at cost less accumulated depreciation. When retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any resulting gain or loss is recognized and included in the consolidated statements of operations. Expenditures for maintenance and repairs, which do not generally extend the useful life of the assets, are charged to expense as incurred. Gains or losses on disposal of property and equipment are reflected in other expense in the consolidated statements of operations in the period of disposal. Years Leasehold improvements 2-3 Office/computer equipment 3-5 Furniture and fixtures 5-7 Software 3 Leasehold improvements, which are included in property and equipment, are recorded at cost less accumulated depreciation. Depreciation on leasehold improvements is computed using the straight-line method over the shorter of their estimated useful lives or the lease term. The Company reviews long-lived assets, including intangible assets other than goodwill, for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. In connection with this review, the Company also re-evaluates the periods of depreciation and amortization for these assets. The Company assesses recoverability by determining whether the net book value of the related asset will be recovered through the projected undiscounted future cash flows of the asset. If the Company determines that the carrying value of the asset may not be recoverable, it measures any impairment based on the projected future discounted cash flows as compared to the asset’s carrying value. Through December 31, 2015, the Company has not recorded any impairment charges on its long-lived assets The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when an agreement exists, services are performed, prices are fixed or determinable, and collectability is reasonably assured. Revenues are reduced for estimated discounts and other allowances, if any. The Company provides advanced medical image analysis on a per analysis basis, and recognizes revenue when the image analysis is completed. Revenue related to project, data, and site management services is recognized as the services are rendered and in accordance with the terms of the contract. Consulting revenue is recognized once the services are rendered and typically charged as an hourly rate Reimbursements received and related costs incurred for out-of-pocket expenses are separately reported as reimbursement revenues and cost of reimbursement revenues, respectively, in the consolidated financial statements Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. 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 operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. The benefit of tax positions taken or expected to be taken in the Company’s income tax returns are recognized in the consolidated financial statements if such positions are more likely than not of being sustained. Research and development expense relates to the development of new applications and processes, including improvements to existing applications. These costs are expensed as incurred. The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, preferred shares are classified as stockholders’ equity The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that feature conversion options. The accounting standards require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in results of operations. Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. The Company also records, when necessary, deemed dividends for the intrinsic value of the conversion options embedded in preferred stock based upon the difference between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the preferred stock. The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provides a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company's own stock as defined in ASC 815-40 "Contracts in Entity's Own Equity" (“ASC 815-40”). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities or equity is required. In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers, which amends revenue recognition requirements for multiple deliverable revenue arrangements. This update provides guidance on how revenue is recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or services. This determination is made in five steps: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The update is effective for annual reporting periods after December 15, 2016 and for interim reporting periods within that reporting period. Early adoption is not permitted. The Company has not yet adopted this update and is currently evaluating the impact it may have on its financial condition and results of operations. The FASB has issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The guidance, which is effective for annual reporting periods ending after December 15, 2016, extends the responsibility for performing the going-concern assessment to management and contains guidance on how to perform a going-concern assessment and when going-concern disclosures would be required under U.S. GAAP. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations. In April 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-03, InterestImputation of Interest-Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs 41,802 In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"), which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. The ASU simplifies the current guidance in ASC Topic 740, Income Taxes, which requires entities to separately present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases ("ASU 2016-02"). The standard amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective beginning in the first quarter of 2019. Early adoption of ASU 2016-02 is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company is currently evaluating the impact of adopting ASU 2016-02 on our consolidated financial statements. The Company accounts for share-based awards exchanged for employee services at the estimated grant date fair value of the award. The Company estimates the fair value of employee stock awards using the Black-Scholes option pricing model. The Company amortizes the fair value of employee stock options on a straight-line basis over the requisite service period of the awards. Compensation expense includes the impact of an estimate for forfeitures for all stock options. The Company accounts for equity instruments issued to non-employees at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instrument vests or becomes non-forfeitable. Non-employee stock-based compensation charges are amortized over the vesting period or as earned. Basic loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options (using the treasury stock method) and the conversion of the Company’s convertible preferred stock and warrants (using the if-converted method). Diluted loss per share excludes the shares issuable upon the conversion of preferred stock, the exercise of stock options and warrants from the calculation of net loss per share as their effect would be anti-dilutive. 2015 2014 Convertible preferred stock 462,095 478,701 Warrants to purchase common stock 136,132 136,132 Options to purchase common stock 443,847 404,612 Total 1,042,074 1,019,445 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 - Property and Equipment, net 2015 2014 Office/computer equipment $ 1,212,798 $ 967,791 Furniture and fixtures 293,318 293,318 Software 807,924 629,342 Leasehold improvements 122,318 122,318 2,436,358 2,012,769 Less: accumulated depreciation (1,893,865) (1,681,896) $ 542,493 $ 330,873 Depreciation expense amounted to $ 211,969 176,369 |
Patents
Patents | 12 Months Ended |
Dec. 31, 2015 | |
Patents [Abstract] | |
Patents [Text Block] | NOTE 5 - Patents On May 24, 2002, the Company purchased from the University of Rochester, a related party, certain patents developed by the Company’s founders and previously licensed by the Company under an Exclusive Right Agreement. The Company paid $ 1,500,000 357,075 157,000 1,095,016 For the years ended December 31, 2015 and 2014, the Company capitalized $ 23,153 15,230 Accumulated amortization on the patents amounted to $ 1,719,199 1,517,093 202,106 137,880 6.8 For the Years Ending December 31, Amount 2016 $ 174,974 2017 174,974 2018 159,475 2019 132,428 2020 94,562 Thereafter 296,404 Total $ 1,032,817 |
Capital Lease Obligation
Capital Lease Obligation | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Capital Leases in Financial Statements of Lessee Disclosure [Text Block] | NOTE 6 Capital Lease Obligation On July 29, 2015, the Company entered into a Master Equipment Lease Agreement (the “Lease”) in connection with financing the purchase of $ 144,775 6.23 9,159 1 On December 15, 2015, the Company entered into a Lease Agreement (the “Second Lease”) in connection with financing the purchase of $ 56,651 7.99 1,917 1 For the Years Ending December 31, 2016 $ 55,226 2017 55,226 2018 55,227 2019 33,924 2020 25,443 Total minimum payments 225,046 Less: Amount representing interest (29,845) Present value of net minimum payments $ 195,201 Current portion $ 43,285 Non-current portion 151,916 Total capital lease obligation $ 195,201 |
Financing Arrangements
Financing Arrangements | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 7 Financing Arrangements On August 7, 2015, the Company entered into a Loan and Security Agreement with a financial institution pursuant to which the Company obtained a revolving line of credit. The maximum amount that the Company may borrow at any time under the line of credit is $ 2,000,000 80 The Company incurred debt issuance costs of $ 41,802 17,420 The line of credit terminates and all amounts outstanding thereunder are due and payable on August 6, 2016. The obligations of the Company under the line of credit are secured by a first priority security interest in all assets of the Company other than intellectual property. The Company has no outstanding borrowings under the line of credit. On September 16, 2015, the Company entered into a Transaction Finance Agreement (the “Note Payable”) for $ 205,000 8.33 monthly 6,972 For the Years Ending December 31, 2016 $ 77,466 2017 77,466 2018 51,643 Total minimum payments 206,575 Less: Amount representing interest (21,913) Present value of net minimum payments $ 184,662 Current portion $ 64,505 Non-current portion 120,157 Total note payable $ 184,662 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 8 Stockholders’ Equity Common Stock The Company has authorized 20,000,000 0.001 Preferred Stock The Company has authorized 1,000,000 0.001 8,400 6,000 3,000 3,000 Each share of Series A is convertible into 83.036 200 16,606 25 2,075 Each share of Series B is convertible into 83.036 1,000 8 48,000 48,000 36,000 96,000 Each share of Series C-1 is convertible into shares of the Company’s common stock at a conversion rate, which is determined by dividing (i) the stated value per share of $ 1,000 12.043 4 120,000 120,000 90,000 239,333 Warrants Weighted- Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term Value Warrants outstanding at January 1, 2015 136,132 12.04 4.25 $ - Expired - Warrants outstanding at December 31, 2015 136,132 12.04 3.25 $ - |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 9 Share-Based Compensation Long-Term Incentive Plans As of December 31, 2015, the Company had reserved 690,000 443,847 In May 2007, the stockholders of the Company approved the adoption of the Company’s 2006 Stock Plan (the “Plan”). The Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to employees and for the grant of non-statutory stock options, restricted stock, and stock appreciation rights to employees, directors, and consultants. The Compensation Committee of the Company’s board of directors administers the Plan and has the authority to make awards under the Plan and establish vesting and other terms, but cannot grant stock options at less than the fair value of the Company’s common stock on the date of grant or re-price stock options previously granted. As of December 31, 2015, 191,445 Stock options issued under the Plan are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options generally vest over a three or four year period. Stock Options The fair value of stock options granted was determined on the grant date using assumptions for risk free interest rate, the expected term, expected volatility, and expected dividend yield. The risk free interest rate is based on U.S. Treasury zero-coupon yield curve over the expected term of the option. The expected term of stock options represents the average period the stock options are expected to remain outstanding and is based on the expected term calculated using the approach prescribed by the Securities and Exchange Commission's Staff Accounting Bulletin No. 110 for “plain vanilla” options. The Company estimates its expected volatility using the trading volume of its historical stock prices. The Company’s model includes a zero dividend yield assumption, as the Company has not historically paid nor does it anticipate paying dividends on its common stock. The Company’s model does not include a discount for post-vesting restrictions, as the Company has not issued awards with such restrictions. The periodic expense is then determined based on the valuation of the options, and at that time an estimated forfeiture rate is used to reduce the expense recorded. The Company’s estimate of pre-vesting forfeitures is primarily based on the Company’s historical experience and is adjusted to reflect actual forfeitures as the options vest. The estimated forfeiture rates applied during the years ended December 31, 2015 and 2014 ranged from 12.1 12.2 December 31, 2015 2014 Risk free interest rate 1.75 % 1.84 % Expected term (in years) 6.03 5.93 Expected volatility 61.36 % 64.45 % Expected dividend yield - - During the years ended December 31, 2015 and 2014, the Company granted options to employees to purchase 130,642 185,267 112,017 Weighted- Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Term Value Options outstanding at January 1, 2015 404,612 10.03 6.31 $ - Granted 130,642 2.53 Exercised - Forfeited (26,714) (7.80) Expired (64,693) (19.88) Options outstanding at December 31, 2015 443,847 6.52 7.27 $ 85,193 Options exercisable at December 31, 2015 186,125 10.73 4.85 $ - Options Outstanding Options Exercisable Weighted Number Number Average Weighted Exercisable Weighted Outstanding at Remaining Average at Average December 31, Life Exercise December Exercise Exercise Prices 2015 (Years) Price 31, 2015 Price $ 2.19 2.71 114,042 9.61 2.38 - - $ 2.72 4.14 115,367 8.41 4.00 30,444 4.07 $ 4.15 4.95 70,100 8.22 4.25 20,225 4.37 $ 4.96 11.80 68,725 4.09 9.40 62,205 9.57 $ 11.81 41.50 75,613 4.03 16.12 73,251 16.25 443,847 7.27 6.52 186,125 10.73 The weighted-average grant-date fair value of options granted during the years ended December 31, 2015 and 2014 was $ 190,010 451,884 159,933 149,894 For Years Ended December 31, 2015 2014 Cost of service revenues $ 26,161 $ 40,766 Research and development 28,800 36,178 Sales and marketing 1,890 10,140 General and administrative 103,082 62,810 Total stock-based compensation $ 159,933 $ 149,894 As of December 31, 2015, there was $ 355,747 2.73 Restricted Stock Awards The Company incurred $ 0 558 984 |
Benefit Plan
Benefit Plan | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | NOTE 10 - Benefit Plan The Company has a defined contribution plan which covers all of its full-time employees. The employees’ annual contributions are limited to the maximum allowed under the Internal Revenue Code. During 2012, the Company discontinued the matching contribution and reinstated the program in 2014. The matching contribution to participants 401k plans is equal to 50 3 143,816 59,040 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 11 - Income Taxes The Company has identified its federal tax return and state tax returns for New York and Pennsylvania as “major” tax jurisdictions, as defined. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. The Company’s evaluation was performed for the tax years ended 2013 through 2015, the only periods subject to examination. The Company believes that its income tax positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position. The Company does not expect its unrecognized tax benefit to change during the next 12 months. As of December 31, 2015 and 2014, all of the Company’s deferred tax assets were fully reserved by a valuation allowance equal to 100 The Company has significant net operating loss and business credit carryovers which are subject to a valuation allowance due to the uncertain nature of the realization of the losses. Section 382 of the Internal Revenue Code imposes certain limitations on the utilization of net operating loss carryovers and other tax attributes after a change in control. The Company has completed a study to assess whether a change in control occurred from November 4, 2005 through December 31, 2015, in order to determine whether an “ownership change” as defined in Section 382 occurred as a result of equity transactions. The Company, after considering all available evidence, concluded that an ownership change has not occurred. An ownership change does not occur until the 5% shareholders have a cumulative ownership shift of greater than 50%. The Company will recognize interest and penalties accrued related to unrecognized tax benefits as components of its income tax provision. The Company does not have any interest and penalties accrued related to unrecognized tax benefits. The Company accounts for income taxes in accordance with ASC 740, Income Taxes. Under ASC 740, deferred income taxes and liabilities are recognized based on temporary differences between the financial statement and tax basis of assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. ASC 740 requires recognition of net deferred tax assets to the extent it is more likely than not that such net assets will be realized. To the extent that the Company believes that its net deferred tax assets will not be realized, a valuation allowance must be recorded against those assets. 2015 2014 Current Federal $ - $ - State - - - - Deferred Federal (336,759) (735,191) State 674,489 (89,118) Change in valuation allowance (337,730) 824,309 Total income tax provision $ - $ - The Company has net operating loss carryforwards (“NOLs”) of approximately $ 16,145,000 677,000 expire in 2023 through 2035. 2015 2014 Net operating loss carryforwards $ 5,319,270 $ 5,501,926 Property and equipment 16,783 17,283 Intangible assets 391,289 532,716 Accrued expenses 132,870 140,691 Credit carryforwards 355,314 316,651 Stock-based compensation 417,996 461,985 Total deferred tax asset 6,633,522 6,971,252 Less: valuation allowance (6,633,522) (6,971,252) Total net deferred tax asset $ - $ - 2015 2014 Federal statutory tax rate 34.00 % (34.00) % State and local income taxes, net of federal benefit (4.05) % (2.60) % Impact of change in state rate, net of federal benefit (60.68) % - Stock-based compensation (4.93) % 14.12 % Research and development credit 3.71 % (0.84) % Other (0.47) % (0.77) % (32.42) % (24.09) % Less: valuation allowance 32.42 % 24.09 % Provision for income taxes - % - % |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 12 - Commitments and Contingencies Operating Leases In July 2007 the Company began leasing approximately 19,500 19,500 309,075 2 In May 2014, the Company entered into a lease for approximately 2,190 54,000 3 In August 2014, the Company entered into a lease agreement for certain equipment. The lease was for 36 5,221 Total rent expense for the years ended December 31, 2015 and 2014 was $ 358,549 356,320 For the Years Ending December 31, Amount 2016 376,549 2017 187,073 Total $ 563,622 Employment Agreements On July 23, 2014, (the “Effective Date”), the Company entered into an employment agreement with Eric T. Converse who was appointed President and Chief Executive Officer (the “CEO Employment Agreement”). The CEO Employment Agreement begins as of the Effective Date, has an initial term of one year and will be extended automatically for one-year periods so long as Mr. Converse remains fully employed by the Company. Mr. Converse will receive an annual salary of $ 325,000 0 74,202 87,017 4.22 87,017 2.43 43,510 25 The CEO Employment Agreement provides that if the Company terminates Mr. Converse’s employment without cause, then the Company is required to pay his annual salary and benefits for a period of six months. If a change in control (as defined in the CEO Employment Agreement) occurs on or before the third anniversary of the Effective Date, then the Company is required to pay Mr. Converse an amount equal to 75 On August 19, 2014 (the “Second Effective Date”), the Company entered into an employment agreement with James A. Groff, pursuant to which Mr. Groff agreed to serve as the Company’s Chief Financial Officer (the “CFO Employment Agreement”). The term of the CFO Employment Agreement begins as of the Second Effective Date, and will be extended automatically for one-year periods so long as Mr. Groff remains fully employed by the Company. Mr. Groff will receive an annual salary of $ 150,000 0 25,842 25,000 4.20 25,000 2.19 25,000 25 The CFO Employment Agreement provides that if the Company terminates Mr. Groff’s employment without cause, then the Company is required to pay his annual salary and benefits for a period of six months. If a change in control (as defined in the CFO Employment Agreement) occurs on or before the third anniversary of the Second Effective Date, then the Company is required to pay Mr. Groff an amount equal to 50 Other Agreements On June 26, 2014, the Company entered into an Alliance Framework Agreement (the "Framework Agreement") and Master Subcontract Agreement with IXICO Technologies Limited (“IXICO”) as part of a strategic alliance between the two companies. The Framework Agreement provides a framework under which the parties will work to provide imaging contract research services related to clinical trials of drugs and medical devices across a range of therapeutic areas and modalities. For projects awarded under the alliance, one party will generally be the lead and the other will provide imaging services as a subcontractor. This will depend upon, among other things, existing contacts and the therapeutic area of the project. Generally, VirtualScopics will be the service provider for oncology projects and IXICO will be the service provider for neuroscience projects. As part of the alliance, IXICO will use space at VirtualScopics’ new office in New Hope, Pennsylvania. The Framework Agreement has a one-year term with automatic one year renewals. Either party may terminate the Agreement for any reason on at least 30 days’ notice. Either may also terminate for cause due to a material breach not cured within 30 days. The Framework Agreement may also be terminated immediately if an insolvency event occurs. In the event of termination, each party agrees for 120 days not to solicit any opportunities the other party brought to the alliance. Upon notice of termination, existing work orders shall continue and the parties shall generally continue to pursue any awards and proposals received prior to notice of termination. On December 11, 2014, the Company signed a multi-year software license and support agreement with alliance partner, IXICO plc, for their proprietary imaging data and query management digital platform, TrialTracker. Under the terms of the agreement, VirtualScopics will pay IXICO to implement and support the use of TrialTracker in its clinical trial business both as part of and separate to the Alliance. The terms of the agreement included a set up fee of approximately $ 200,000 40,000 90,000 25,000 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 13 - Related Parties In April 2012, the Company issued Merck Global Health Innovation Fund, LLC (a wholly-owned subsidiary of Merck & Co, Inc. (“Merck”)) 3,000 249,107 136,132 601,626 204,688 105,634 95,985 |
Concentrations of Credit Risk
Concentrations of Credit Risk | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | NOTE 14 Concentrations of Credit Risk The Company’s top three customers accounted for approximately 23 23 16 2015 26 21 20 10 Three customers accounted for approximately 26%, 22%, and 18% of accounts receivable as of December 31, 2015 as compared to three customers accounting for approximately 27%, 19%, and 18% of accounts receivable as of December 31, 2014 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 15 Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed below. On January 16, 2016, the company entered into a non-cancellable capital lease agreement for certain specialized hardware equipment. The total purchase value of the equipment was $ 44,943 7.66 1.00 3 1,401 On March 25, 2016, the Company entered into a definitive merger agreement with Biotelemetry, Inc. pursuant to which BioTelemetry proposes to acquire VirtualScopics. The transaction is structured as a tender offer for a majority of the Company’s outstanding voting shares followed by a second-step merger. The total consideration is $ 15.5 4.05 per common share. We expect the transaction, which is subject to customary closing conditions, to be completed in the second quarter of 2016. On March 24, 2016, the Company entered into a “First Loan Modification Agreement” with Silicon Valley Bank to modify the EBITDA covenants on its line of credit facility. The modification changed the EBITDA covenants to a negative $300,000 for the rolling three month periods ending December 31, 2015 and January 31, 2016, a negative $500,000 for the three month periods ending February 29, 2016, and March 31, 2016, and a negative $750,000 for the three month periods ending April 30, 2016, May 31, 2016, and June 30, 2016. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying consolidated financial statements include the accounts of VirtualScopics, Inc. and its wholly-owned subsidiary, VirtualScopics New York, LLC. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates. Estimates included in these consolidated financial statements relate to assessing the collectability of accounts receivable, the valuation of securities underlying share-based compensation, realization of deferred tax assets, tax contingencies and any related valuation allowance, and the useful lives and potential impairment of the Company’s property and equipment and intangible assets. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to be necessary. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments when purchased with a maturity of three months or less to be cash equivalents. At December 31, 2015 and 2014, the Company had no cash equivalents. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash. At times, our cash may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. |
Accounts Receivable [Policy Text Block] | Accounts Receivable Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts, if any. In determining collectability, historical trends are evaluated and specific customer issues are reviewed to arrive at appropriate allowances, if any. The Company determined that no allowance for doubtful accounts was necessary at December 31, 2015 and 2014. |
Patents [Policy Text Block] | Patents Costs incurred to acquire and file for patents, including legal costs, are capitalized as long-lived assets and amortized on a straight-line basis over the lower of the estimated useful life or legal life of the patent, which is 20 |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment, net Property and equipment are carried at cost less accumulated depreciation. When retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any resulting gain or loss is recognized and included in the consolidated statements of operations. Expenditures for maintenance and repairs, which do not generally extend the useful life of the assets, are charged to expense as incurred. Gains or losses on disposal of property and equipment are reflected in other expense in the consolidated statements of operations in the period of disposal. Years Leasehold improvements 2-3 Office/computer equipment 3-5 Furniture and fixtures 5-7 Software 3 Leasehold improvements, which are included in property and equipment, are recorded at cost less accumulated depreciation. Depreciation on leasehold improvements is computed using the straight-line method over the shorter of their estimated useful lives or the lease term. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets The Company reviews long-lived assets, including intangible assets other than goodwill, for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. In connection with this review, the Company also re-evaluates the periods of depreciation and amortization for these assets. The Company assesses recoverability by determining whether the net book value of the related asset will be recovered through the projected undiscounted future cash flows of the asset. If the Company determines that the carrying value of the asset may not be recoverable, it measures any impairment based on the projected future discounted cash flows as compared to the asset’s carrying value. Through December 31, 2015, the Company has not recorded any impairment charges on its long-lived assets |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when an agreement exists, services are performed, prices are fixed or determinable, and collectability is reasonably assured. Revenues are reduced for estimated discounts and other allowances, if any. The Company provides advanced medical image analysis on a per analysis basis, and recognizes revenue when the image analysis is completed. Revenue related to project, data, and site management services is recognized as the services are rendered and in accordance with the terms of the contract. Consulting revenue is recognized once the services are rendered and typically charged as an hourly rate Reimbursements received and related costs incurred for out-of-pocket expenses are separately reported as reimbursement revenues and cost of reimbursement revenues, respectively, in the consolidated financial statements |
Income Tax, Policy [Policy Text Block] | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. 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 operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. The benefit of tax positions taken or expected to be taken in the Company’s income tax returns are recognized in the consolidated financial statements if such positions are more likely than not of being sustained. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Research and development expense relates to the development of new applications and processes, including improvements to existing applications. These costs are expensed as incurred. |
Preferred Stock Policy [Policy Text Block] | Preferred Stock The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, preferred shares are classified as stockholders’ equity |
Convertible Instruments Policy [Policy Text Block] | Convertible Instruments The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that feature conversion options. The accounting standards require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in results of operations. Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. The Company also records, when necessary, deemed dividends for the intrinsic value of the conversion options embedded in preferred stock based upon the difference between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the preferred stock. |
Common Stock Purchase Warrants And Other Derivative Financial Instruments Policy [Policy Text Block] | Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provides a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company's own stock as defined in ASC 815-40 "Contracts in Entity's Own Equity" (“ASC 815-40”). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities or equity is required. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued and Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers, which amends revenue recognition requirements for multiple deliverable revenue arrangements. This update provides guidance on how revenue is recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or services. This determination is made in five steps: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The update is effective for annual reporting periods after December 15, 2016 and for interim reporting periods within that reporting period. Early adoption is not permitted. The Company has not yet adopted this update and is currently evaluating the impact it may have on its financial condition and results of operations. The FASB has issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The guidance, which is effective for annual reporting periods ending after December 15, 2016, extends the responsibility for performing the going-concern assessment to management and contains guidance on how to perform a going-concern assessment and when going-concern disclosures would be required under U.S. GAAP. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations. In April 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-03, InterestImputation of Interest-Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs 41,802 In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"), which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. The ASU simplifies the current guidance in ASC Topic 740, Income Taxes, which requires entities to separately present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases ("ASU 2016-02"). The standard amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective beginning in the first quarter of 2019. Early adoption of ASU 2016-02 is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company is currently evaluating the impact of adopting ASU 2016-02 on our consolidated financial statements. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company accounts for share-based awards exchanged for employee services at the estimated grant date fair value of the award. The Company estimates the fair value of employee stock awards using the Black-Scholes option pricing model. The Company amortizes the fair value of employee stock options on a straight-line basis over the requisite service period of the awards. Compensation expense includes the impact of an estimate for forfeitures for all stock options. The Company accounts for equity instruments issued to non-employees at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instrument vests or becomes non-forfeitable. Non-employee stock-based compensation charges are amortized over the vesting period or as earned. |
Earnings Per Share, Policy [Policy Text Block] | Loss Per Share Basic loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options (using the treasury stock method) and the conversion of the Company’s convertible preferred stock and warrants (using the if-converted method). Diluted loss per share excludes the shares issuable upon the conversion of preferred stock, the exercise of stock options and warrants from the calculation of net loss per share as their effect would be anti-dilutive. 2015 2014 Convertible preferred stock 462,095 478,701 Warrants to purchase common stock 136,132 136,132 Options to purchase common stock 443,847 404,612 Total 1,042,074 1,019,445 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment, Useful Life [Table Text Block] | Depreciation is computed using the straight-line method over the following useful lives: Years Leasehold improvements 2-3 Office/computer equipment 3-5 Furniture and fixtures 5-7 Software 3 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share consist of the following numbers of shares into which preferred stock could have been converted and shares for which outstanding options and warrants could have been exercised during the years ending December 31, 2015 and 2014: 2015 2014 Convertible preferred stock 462,095 478,701 Warrants to purchase common stock 136,132 136,132 Options to purchase common stock 443,847 404,612 Total 1,042,074 1,019,445 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consisted of the following as of December 31: 2015 2014 Office/computer equipment $ 1,212,798 $ 967,791 Furniture and fixtures 293,318 293,318 Software 807,924 629,342 Leasehold improvements 122,318 122,318 2,436,358 2,012,769 Less: accumulated depreciation (1,893,865) (1,681,896) $ 542,493 $ 330,873 |
Patents (Tables)
Patents (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Patents [Abstract] | |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The estimated future amortization of the patents is as follows: For the Years Ending December 31, Amount 2016 $ 174,974 2017 174,974 2018 159,475 2019 132,428 2020 94,562 Thereafter 296,404 Total $ 1,032,817 |
Capital Lease Obligation (Table
Capital Lease Obligation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | The future minimum payments under the Company’s capital lease obligations consist of the following: For the Years Ending December 31, 2016 $ 55,226 2017 55,226 2018 55,227 2019 33,924 2020 25,443 Total minimum payments 225,046 Less: Amount representing interest (29,845) Present value of net minimum payments $ 195,201 Current portion $ 43,285 Non-current portion 151,916 Total capital lease obligation $ 195,201 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Operating Leases of Lessee Disclosure [Table Text Block] | The future minimum payments under the Company’s note payable consist of the following: For the Years Ending December 31, 2016 $ 77,466 2017 77,466 2018 51,643 Total minimum payments 206,575 Less: Amount representing interest (21,913) Present value of net minimum payments $ 184,662 Current portion $ 64,505 Non-current portion 120,157 Total note payable $ 184,662 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Schedule of Nonvested Share Activity [Table Text Block] | A summary of the warrant activity for the year ended December 31, 2015 is as follows: Weighted- Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term Value Warrants outstanding at January 1, 2015 136,132 12.04 4.25 $ - Expired - Warrants outstanding at December 31, 2015 136,132 12.04 3.25 $ - |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Schedule of Share-based Compensation, Activity [Table Text Block] | The following assumptions were used to estimate the fair value of options granted for the years ended December 31, 2015 and 2014 using the Black-Scholes option-pricing model: December 31, 2015 2014 Risk free interest rate 1.75 % 1.84 % Expected term (in years) 6.03 5.93 Expected volatility 61.36 % 64.45 % Expected dividend yield - - |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | A summary of the employee stock option activity for the year ended December 31, 2015 are as follows: Weighted- Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Term Value Options outstanding at January 1, 2015 404,612 10.03 6.31 $ - Granted 130,642 2.53 Exercised - Forfeited (26,714) (7.80) Expired (64,693) (19.88) Options outstanding at December 31, 2015 443,847 6.52 7.27 $ 85,193 Options exercisable at December 31, 2015 186,125 10.73 4.85 $ - |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Additional information with respect to the outstanding employee stock options as of December 31, 2015 is as follows Options Outstanding Options Exercisable Weighted Number Number Average Weighted Exercisable Weighted Outstanding at Remaining Average at Average December 31, Life Exercise December Exercise Exercise Prices 2015 (Years) Price 31, 2015 Price $ 2.19 2.71 114,042 9.61 2.38 - - $ 2.72 4.14 115,367 8.41 4.00 30,444 4.07 $ 4.15 4.95 70,100 8.22 4.25 20,225 4.37 $ 4.96 11.80 68,725 4.09 9.40 62,205 9.57 $ 11.81 41.50 75,613 4.03 16.12 73,251 16.25 443,847 7.27 6.52 186,125 10.73 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | 159,933 149,894 For Years Ended December 31, 2015 2014 Cost of service revenues $ 26,161 $ 40,766 Research and development 28,800 36,178 Sales and marketing 1,890 10,140 General and administrative 103,082 62,810 Total stock-based compensation $ 159,933 $ 149,894 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The income tax provision consists of the following: 2015 2014 Current Federal $ - $ - State - - - - Deferred Federal (336,759) (735,191) State 674,489 (89,118) Change in valuation allowance (337,730) 824,309 Total income tax provision $ - $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The total net deferred tax asset as of December 31, 2015 and 2014 consists of the following: 2015 2014 Net operating loss carryforwards $ 5,319,270 $ 5,501,926 Property and equipment 16,783 17,283 Intangible assets 391,289 532,716 Accrued expenses 132,870 140,691 Credit carryforwards 355,314 316,651 Stock-based compensation 417,996 461,985 Total deferred tax asset 6,633,522 6,971,252 Less: valuation allowance (6,633,522) (6,971,252) Total net deferred tax asset $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The difference between the federal statutory and effective income tax rates for the years ended December 31, 2015 and 2014 is as follows: 2015 2014 Federal statutory tax rate 34.00 % (34.00) % State and local income taxes, net of federal benefit (4.05) % (2.60) % Impact of change in state rate, net of federal benefit (60.68) % - Stock-based compensation (4.93) % 14.12 % Research and development credit 3.71 % (0.84) % Other (0.47) % (0.77) % (32.42) % (24.09) % Less: valuation allowance 32.42 % 24.09 % Provision for income taxes - % - % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum rental commitments under non-cancelable operating leases are as follows: For the Years Ending December 31, Amount 2016 376,549 2017 187,073 Total $ 563,622 |
Organization and Basis of Pre33
Organization and Basis of Presentation (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||
Mar. 25, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 17, 2014 | |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 | 85,000,000 | |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 15,000,000 | |
Biotelemetry Inc [Member] | Subsequent Event [Member] | ||||
Business Combination, Consideration Transferred, Total | $ 15.5 | |||
Shares Issued, Price Per Share | $ 4.05 |
Liquidity and Financial Condi34
Liquidity and Financial Condition (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Aug. 07, 2015 | |
Variable Interest Entity [Line Items] | |||
Working Capital | $ 2,493,000 | ||
Retained Earnings (Accumulated Deficit) | (18,172,685) | $ (17,130,564) | |
Net Income (Loss) Available to Common Stockholders, Basic, Total | $ (1,210,121) | $ (3,590,423) | |
Revolving Credit Facility [Member] | |||
Variable Interest Entity [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,000,000 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Leasehold improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 2 years |
Leasehold improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Office/Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Office/Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 7 years |
Software [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,042,074 | 1,019,445 |
Warrants To Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 136,132 | 136,132 |
Stock options to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 443,847 | 404,612 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 462,095 | 478,701 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Finite-Lived Intangible Asset, Useful Life | 6 years 9 months 18 days |
Other Expenses, Total | $ 41,802 |
Patents [Member] | |
Finite-Lived Intangible Asset, Useful Life | 20 years |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment, Gross, Total | $ 2,436,358 | $ 2,012,769 |
Less: accumulated depreciation | (1,893,865) | (1,681,896) |
Property, Plant and Equipment, Net, Total | 542,493 | 330,873 |
Software [Member] | ||
Property, Plant and Equipment, Gross, Total | 807,924 | 629,342 |
Office/Computer Equipment [Member] | ||
Property, Plant and Equipment, Gross, Total | 1,212,798 | 967,791 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment, Gross, Total | 293,318 | 293,318 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment, Gross, Total | $ 122,318 | $ 122,318 |
Property and Equipment, net (39
Property and Equipment, net (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Depreciation | $ 211,969 | $ 176,369 |
Patents (Details)
Patents (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
2,016 | $ 174,974 | |
2,017 | 174,974 | |
2,018 | 159,475 | |
2,019 | 132,428 | |
2,020 | 94,562 | |
Thereafter | 296,404 | |
Total | $ 1,032,817 | $ 1,211,770 |
Patents (Details Textual)
Patents (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
May. 24, 2002 | Dec. 31, 2015 | Dec. 31, 2014 | |
Payments To Acquire Intangible Assets | $ 1,500,000 | $ 23,153 | $ 15,230 |
Fair Value Of Warrants | $ 157,000 | ||
Amortization of Intangible Assets | $ 202,106 | 137,880 | |
Finite-Lived Intangible Asset, Useful Life | 6 years 9 months 18 days | ||
University Of Rochester [Member] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 357,075 | ||
Patents [Member] | |||
Additional Investment | $ 1,095,016 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 1,719,199 | $ 1,517,093 | |
Finite-Lived Intangible Asset, Useful Life | 20 years |
Capital Lease Obligation (Detai
Capital Lease Obligation (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Future Minimum Lease Payments For Capital Leases [Line Items] | ||
2,016 | $ 55,226 | |
2,017 | 55,226 | |
2,018 | 55,227 | |
2,019 | 33,924 | |
2,020 | 25,443 | |
Total minimum payments | 225,046 | |
Less: Amount representing interest | (29,845) | |
Present value of net minimum payments | 195,201 | |
Current portion | 43,285 | $ 0 |
Non-current portion | 151,916 | $ 0 |
Total capital lease obligation | $ 195,201 |
Capital Lease Obligation (Det43
Capital Lease Obligation (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended |
Jul. 29, 2015 | Dec. 31, 2015 | |
Lease [Member] | ||
Debt Instrument, Face Amount | $ 144,775 | |
Debt Instrument, Periodic Payment | 9,159 | |
Option To Purchase Lease Equipment At Maturity | $ 1 | |
Debt Instrument, Interest Rate, Stated Percentage | 6.23% | |
Second Lease [Member] | ||
Debt Instrument, Face Amount | $ 56,651 | |
Debt Instrument, Periodic Payment | 1,917 | |
Option To Purchase Lease Equipment At Maturity | $ 1 | |
Debt Instrument, Interest Rate, Stated Percentage | 7.99% |
Financing Arrangements (Details
Financing Arrangements (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
2,016 | $ 77,466 | |
2,017 | 77,466 | |
2,018 | 51,643 | |
Total minimum payments | 206,575 | |
Less: Amount representing interest | (21,913) | |
Present value of net minimum payments | 184,662 | |
Current portion | 64,505 | $ 0 |
Non-current portion | 120,157 | $ 0 |
Total note payable | $ 184,662 |
Financing Arrangements (Detai45
Financing Arrangements (Details Textual) - USD ($) | Aug. 07, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 16, 2015 |
Percentage Of Accounts Receivable | 80.00% | |||
Debt Issuance Cost | $ 17,420 | $ 0 | ||
Prepaid Expenses and Other Current Assets [Member] | ||||
Debt Issuance Cost | $ 41,802 | |||
Prime Rate [Member] | ||||
Line of Credit Facility, Interest Rate Description | line of credit accrues at the prime rate published by the Wall Street Journal plus 1.00% per annum | |||
Revolving Credit Facility [Member] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,000,000 | |||
Notes Payable [Member] | ||||
Debt Instrument, Face Amount | $ 205,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 8.33% | |||
Debt Instrument, Frequency of Periodic Payment | monthly | |||
Debt Instrument, Periodic Payment | $ 6,972 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Outstanding, Number of Warrants - Beginning | 136,132 | |
Expired, Number of Warrants | 0 | |
Outstanding, Number of Warrants - Ending | 136,132 | 136,132 |
Outstanding, Weighted Average Exercise Price - Beginning | $ 12.04 | |
Outstanding, Weighted Average Exercise Price - Ending | $ 12.04 | $ 12.04 |
Outstanding, Weighted - Average Remaining Contractual Term | 3 years 3 months | 4 years 3 months |
Outstanding, Aggregate Intrinsic Value - Beginning | $ 0 | |
Outstanding, Aggregate Intrinsic Value - Ending | $ 0 | $ 0 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Jun. 17, 2014 | |
Class of Stock [Line Items] | |||
Convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 | 15,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Dividends, Preferred Stock, Total | $ 168,000 | $ 168,000 | |
Cash dividends on preferred stock | 168,000 | 126,000 | |
Stock-based compensation | $ 159,933 | $ 149,894 | |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 | 85,000,000 |
Common Stock, Par Or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Series A Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock Designated During Period Shares | 8,400 | ||
Stock Conversion Ratio | 83.036 | ||
Convertible Preferred Stock, Shares Issued upon Conversion | 16,606 | 2,075 | |
Conversion of Stock, Shares Converted | 200 | 25 | |
Series C-1 Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock Designated During Period Shares | 3,000 | ||
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | ||
Preferred Stock Conversion Price Per Share | $ 12.043 | ||
Dividends, Preferred Stock, Total | $ 120,000 | $ 120,000 | |
Dividends Payable | 239,333 | 239,333 | |
Cash dividends on preferred stock | $ 120,000 | $ 90,000 | |
Preferred Stock, Dividend Rate, Percentage | 4.00% | ||
Series C-2 Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Convertible preferred stock, shares authorized | 3,000 | 3,000 | |
Preferred Stock Designated During Period Shares | 3,000 | ||
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | $ 1,000 | |
Series B Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock Designated During Period Shares | 6,000 | ||
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | ||
Dividends, Preferred Stock, Total | $ 48,000 | $ 48,000 | |
Dividends Payable | $ 96,000 | 96,000 | |
Stock Conversion Ratio | 83.036 | ||
Annual Dividend Rate | 8.00% | ||
Cash dividends on preferred stock | $ 48,000 | $ 36,000 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 1.75% | 1.84% |
Expected term (in years) | 6 years 11 days | 5 years 11 months 5 days |
Expected volatility | 61.36% | 64.45% |
Expected dividend yield | 0.00% | 0.00% |
Share-Based Compensation (Det49
Share-Based Compensation (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning balance, Options outstanding - Number of Shares | 404,612 | |
Granted - Number of Shares | 130,642 | |
Exercised - Number of Shares | 0 | |
Forfeited - Number of Shares | (26,714) | |
Expired - Number of Shares | (64,693) | |
Ending balance, Options outstanding - Number of Shares | 443,847 | 404,612 |
Options exercisable - Number of Shares | 186,125 | |
Beginning balance, Options outstanding - Weighted Average Exercise Price | $ 10.03 | |
Granted - Weighted Average Exercise Price | 2.53 | |
Forfeited - Weighted Average Exercise Price | (7.80) | |
Expired - Weighted Average Exercise Price | (19.88) | |
Ending balance, Options outstanding - Weighted Average Exercise Price | 6.52 | $ 10.03 |
Options exercisable - Weighted Average Exercise Price | $ 10.73 | |
Options outstanding - Weighted Average Remaining Contractual Term (in years) | 7 years 3 months 7 days | 6 years 3 months 22 days |
Options exercisable - Weighted Average Remaining Contractual Term (in years) | 4 years 10 months 6 days | |
Aggregate Outstanding, Intrinsic Value | $ 85,193 | $ 0 |
Aggregate Exercisable, Intrinsic Value | $ 0 |
Share-Based Compensation (Det50
Share-Based Compensation (Details 2) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Number of Options Outstanding | shares | 443,847 |
Options Outstanding, Weighted Average Remaining Life (Years) | 7 years 3 months 7 days |
Options Outstanding, Weighted Average Exercise Price | $ 6.52 |
Number of Options Exercisable | shares | 186,125 |
Options Exercisable, Weighted Average Exercise Price | $ 10.73 |
Option One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Exercise Prices, Lower Range Limit | 2.19 |
Exercise Prices,Upper Range Limit | $ 2.71 |
Number of Options Outstanding | shares | 114,042 |
Options Outstanding, Weighted Average Remaining Life (Years) | 9 years 7 months 10 days |
Options Outstanding, Weighted Average Exercise Price | $ 2.38 |
Number of Options Exercisable | shares | 0 |
Options Exercisable, Weighted Average Exercise Price | $ 0 |
Option Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Exercise Prices, Lower Range Limit | 2.72 |
Exercise Prices,Upper Range Limit | $ 4.14 |
Number of Options Outstanding | shares | 115,367 |
Options Outstanding, Weighted Average Remaining Life (Years) | 8 years 4 months 28 days |
Options Outstanding, Weighted Average Exercise Price | $ 4 |
Number of Options Exercisable | shares | 30,444 |
Options Exercisable, Weighted Average Exercise Price | $ 4.07 |
Option Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Exercise Prices, Lower Range Limit | 4.15 |
Exercise Prices,Upper Range Limit | $ 4.95 |
Number of Options Outstanding | shares | 70,100 |
Options Outstanding, Weighted Average Remaining Life (Years) | 8 years 2 months 19 days |
Options Outstanding, Weighted Average Exercise Price | $ 4.25 |
Number of Options Exercisable | shares | 20,225 |
Options Exercisable, Weighted Average Exercise Price | $ 4.37 |
Option Four [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Exercise Prices, Lower Range Limit | 4.96 |
Exercise Prices,Upper Range Limit | $ 11.80 |
Number of Options Outstanding | shares | 68,725 |
Options Outstanding, Weighted Average Remaining Life (Years) | 4 years 1 month 2 days |
Options Outstanding, Weighted Average Exercise Price | $ 9.40 |
Number of Options Exercisable | shares | 62,205 |
Options Exercisable, Weighted Average Exercise Price | $ 9.57 |
Option Five [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Exercise Prices, Lower Range Limit | 11.81 |
Exercise Prices,Upper Range Limit | $ 41.50 |
Number of Options Outstanding | shares | 75,613 |
Options Outstanding, Weighted Average Remaining Life (Years) | 4 years 11 days |
Options Outstanding, Weighted Average Exercise Price | $ 16.12 |
Number of Options Exercisable | shares | 73,251 |
Options Exercisable, Weighted Average Exercise Price | $ 16.25 |
Share-Based Compensation (Det51
Share-Based Compensation (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation | $ 159,933 | $ 149,894 |
Cost of service revenues [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation | 26,161 | 40,766 |
Research and development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation | 28,800 | 36,178 |
Sales and marketing [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation | 1,890 | 10,140 |
General and administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation | $ 103,082 | $ 62,810 |
Share-Based Compensation (Det52
Share-Based Compensation (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | $ 355,747 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 8 months 23 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 443,847 | 404,612 |
Share based Compensation Arrangement by Share Based Payment Award Fair Value Assumptions Forfeiture Rate | 12.10% | 12.20% |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 130,642 | 185,267 |
Share-Based Compensation | $ 159,933 | $ 150,453 |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 984 | |
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 | 112,017 | 112,017 |
Share Based Compensation Options Grants In Period Weighted Average Grant Date Fair Value | $ 190,010 | $ 451,884 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-Based Compensation | $ 0 | $ 558 |
2006 Long-term Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 443,847 | |
Common Stock, Capital Shares Reserved for Future Issuance | 690,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 191,445 |
Benefit Plan (Details Textual)
Benefit Plan (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 50.00% | |
Defined Contribution Plan, Employers Matching Contribution, Annual Vesting Percentage | 3.00% | |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 143,816 | $ 59,040 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Current | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Current Income Tax Expense (Benefit), Total | 0 | 0 |
Deferred | ||
Federal | (336,759) | (735,191) |
State | 674,489 | (89,118) |
Change in valuation allowance | (337,730) | 824,309 |
Total income tax provision | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Net operating loss carryforwards | $ 5,319,270 | $ 5,501,926 |
Property and equipment | 16,783 | 17,283 |
Intangible assets | 391,289 | 532,716 |
Accrued expenses | 132,870 | 140,691 |
Credit carryforwards | 355,314 | 316,651 |
Stock-based compensation | 417,996 | 461,985 |
Total deferred tax asset | 6,633,522 | 6,971,252 |
Deferred tax liability: | ||
Less: valuation allowance | (6,633,522) | (6,971,252) |
Total net deferred tax asset | $ 0 | $ 0 |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Federal statutory tax rate | 34.00% | (34.00%) |
State and local income taxes, net of federal benefit | (4.05%) | (2.60%) |
Impact of change in state rate, net of federal benefit | (60.68%) | 0.00% |
Stock-based compensation | (4.93%) | 14.12% |
Research and development credit | 3.71% | (0.84%) |
Other | (0.47%) | (0.77%) |
Effective Income Tax Rate Reconciliation, Percent, Total | (32.42%) | (24.09%) |
Less: valuation allowance | 32.42% | 24.09% |
Provision for income taxes | 0.00% | 0.00% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Valuation Allowance Percentage | 100.00% | 100.00% |
Operating Loss Carryforwards | $ 16,145,000 | |
Description Of Ownership Change | An ownership change does not occur until the 5% shareholders have a cumulative ownership shift of greater than 50%. | |
Operating Loss Carryforwards Expiration Term | expire in 2023 through 2035. | |
Additional Paid-in Capital [Member] | ||
Operating Loss Carryforwards | $ 677,000 |
Commitments and Contingencies58
Commitments and Contingencies (Details) | Dec. 31, 2015USD ($) |
2,016 | $ 376,549 |
2,017 | 187,073 |
Total | $ 563,622 |
Commitments and Contingencies59
Commitments and Contingencies (Details Textual) - USD ($) | Aug. 07, 2015 | Aug. 19, 2015 | Aug. 31, 2014 | Aug. 19, 2014 | Jul. 23, 2014 | May. 31, 2014 | Jun. 30, 2012 | Jul. 31, 2007 | Dec. 31, 2015 | Dec. 31, 2014 |
Leasing Space Square Feet | 2,190 | 19,500 | 19,500 | |||||||
Base Annual Rent | $ 5,221 | $ 54,000 | $ 309,075 | |||||||
Rent Increased Percentage | 3.00% | 2.00% | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 4.22 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 87,017 | |||||||||
Deferred Compensation Arrangement with Individual, Cash Awards Granted, Percentage | 50.00% | |||||||||
Lease Term | 36 months | 3 years | 5 years | |||||||
Operating Leases, Rent Expense | $ 358,549 | $ 356,320 | ||||||||
Accrued Bonuses, Current | 0 | 74,202 | ||||||||
License Agreement Set Up Fee | 200,000 | |||||||||
Annual License Fee | 40,000 | |||||||||
Annual License Support Fee | 90,000 | |||||||||
Annual License Fee After Two Years | 25,000 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Officers' Compensation | $ 325,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | 4 years | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | ||||||||
Deferred Compensation Arrangement with Individual, Cash Awards Granted, Percentage | 75.00% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Exercise Price, Beginning Balance | $ 2.43 | |||||||||
Chief Executive Officer [Member] | Twelve months after the Effective Date [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 87,017 | |||||||||
Chief Executive Officer [Member] | Twenty-four months after the Effective Date [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 43,510 | |||||||||
Chief Financial Officer [Member] | ||||||||||
Officers' Compensation | $ 150,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 25,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | 4 years | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | ||||||||
Accrued Bonuses, Current | $ 0 | $ 25,842 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Exercise Price, Beginning Balance | $ 4.20 | |||||||||
Chief Financial Officer [Member] | Additional Funding Agreement Terms [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Exercise Price, Beginning Balance | $ 2.19 | |||||||||
Chief Financial Officer [Member] | Twelve months after the Effective Date [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 25,000 | |||||||||
Chief Financial Officer [Member] | Twenty-four months after the Effective Date [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 25,000 |
Related Parties (Details Textua
Related Parties (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | $ 601,626 | $ 204,688 | |
Accounts Receivable, Related Parties | $ 105,634 | $ 95,985 | |
Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Common stock issuable upon conversion of preferred stock | 249,107 | ||
Series C-1 Preferred Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Preferred Stock and Warrant Purchase Agreement Shares Issued | 3,000 | ||
Series C-1 Warrants [Member] | |||
Related Party Transaction [Line Items] | |||
Preferred Stock and Warrant Purchase Agreement, Warrants Issued To Acquire Common Stock Shares, Number | 136,132 |
Concentrations of Credit Risk (
Concentrations of Credit Risk (Details Textual) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Customer 1 [Member] | Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 23.00% | 26.00% |
Customer 1 [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 26.00% | 27.00% |
Customer 2 [Member] | Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 23.00% | 21.00% |
Customer 2 [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 22.00% | 19.00% |
Customer 3 [Member] | Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 16.00% | 20.00% |
Customer 3 [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 18.00% | 18.00% |
Customer 4 [Member] | Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 10.00% |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - Subsequent Event [Member] - USD ($) | 1 Months Ended | ||
Mar. 25, 2016 | Mar. 24, 2016 | Jan. 16, 2016 | |
Biotelemetry Inc [Member] | |||
Subsequent Event [Line Items] | |||
Business Combination, Consideration Transferred, Total | $ 15,500,000 | ||
Shares Issued, Price Per Share | $ 4.05 | ||
Non-cancellable Capital Lease agreement [Member] | |||
Subsequent Event [Line Items] | |||
Interest rates on capital lease agreements | 7.66% | ||
Buyout option under capital lease agreements | $ 1 | ||
Lease Maturing Term | 3 years | ||
Monthly Payments for Capital Lease | $ 1,401 | ||
Capital Leased Assets, Gross | $ 44,943 | ||
First Loan Modification Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Covenant Description | EBITDA covenants to a negative $300,000 for the rolling three month periods ending December 31, 2015 and January 31, 2016, a negative $500,000 for the three month periods ending February 29, 2016, and March 31, 2016, and a negative $750,000 for the three month periods ending April 30, 2016, May 31, 2016, and June 30, 2016. |