Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 01, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | CANCER GENETICS, INC | |
Trading Symbol | CGIX | |
Entity Central Index Key | 1,349,929 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 10,651,924 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 19,917,926 | $ 25,554,064 |
Accounts receivable, net of allowance for doubtful accounts | 5,165,093 | 5,028,620 |
Other current assets | 1,540,501 | 1,172,750 |
Other current assets | 26,623,520 | 31,755,434 |
Total current assets | 3,778,605 | 4,310,126 |
FIXED ASSETS, net of accumulated depreciation | ||
Restricted cash | 300,000 | 6,300,000 |
Patents | 585,259 | 502,767 |
Investment in joint venture | 300,225 | 1,047,744 |
Goodwill | 3,187,495 | 3,187,495 |
Deposit for acquisition | 880,000 | 0 |
Other | 324,641 | 1,564 |
Total other assets | 5,577,620 | 11,039,570 |
Total Assets | 35,979,745 | 47,105,130 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Accounts payable and accrued expenses | 4,437,373 | 3,762,567 |
Obligations under capital leases, current portion | 61,079 | 58,950 |
Deferred revenue | 1,173,128 | 544,446 |
Bank term note, current portion | 833,333 | 0 |
Total current liabilities | 6,504,913 | 4,365,963 |
Obligations under capital leases | 254,021 | 300,385 |
Deferred rent payable and other | 289,319 | 347,840 |
Line of credit | 0 | 6,000,000 |
Warrant liability | 34,000 | 52,000 |
Acquisition note payable | 657,744 | 560,341 |
Deferred revenue, long-term | 782,818 | 924,850 |
Bank term note | 5,138,783 | 0 |
Total liabilities | 13,661,598 | 12,551,379 |
STOCKHOLDERS’ EQUITY | ||
Preferred stock, authorized 9,764,000 shares, $0.0001 par value, none issued | 0 | 0 |
Common stock, authorized 100,000,000 shares, $0.0001 par value, 9,861,340 and 9,821,169 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | 986 | 982 |
Additional paid-in capital | 114,754,824 | 112,520,268 |
Accumulated (deficit) | (92,437,663) | (77,967,499) |
Total Stockholders’ Equity | 22,318,147 | 34,553,751 |
Total Liabilities and Stockholders’ Equity | $ 35,979,745 | $ 47,105,130 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized (in shares) | 9,764,000 | 9,764,000 |
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares issued (in shares) | 0 | 0 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued (in shares) | 9,861,340 | 9,821,169 |
Common stock, shares outstanding (in shares) | 9,861,340 | 9,821,169 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 4,000,332 | $ 3,221,850 | $ 12,555,806 | $ 6,163,895 |
Cost of revenues | 3,103,227 | 2,565,715 | 9,342,399 | 5,358,872 |
Gross profit | 897,105 | 656,135 | 3,213,407 | 805,023 |
Operating expenses: | ||||
Research and development | 1,801,813 | 1,390,189 | 4,335,235 | 3,092,733 |
General and administrative | 3,487,242 | 3,104,100 | 9,535,723 | 8,230,966 |
Sales and marketing | 1,242,803 | 1,070,531 | 3,543,047 | 2,737,967 |
Total operating expenses | 6,531,858 | 5,564,820 | 17,414,005 | 14,061,666 |
Loss from operations | (5,634,753) | (4,908,685) | (14,200,598) | (13,256,643) |
Other income (expense): | ||||
Interest expense | (111,620) | (36,166) | (227,140) | (408,087) |
Interest income | 4,906 | 18,789 | 30,288 | 57,130 |
Change in fair value of acquisition note payable | 315,453 | 0 | (90,714) | 0 |
Change in fair value of warrant liability | 214,000 | 129,000 | 18,000 | 324,000 |
Total other (expense) | 422,739 | 111,623 | (269,566) | (26,957) |
Loss before income taxes | (5,212,014) | (4,797,062) | (14,470,164) | (13,283,600) |
Income tax provision (benefit) | 0 | 0 | 0 | (1,813,941) |
Net (loss) | $ (5,212,014) | $ (4,797,062) | $ (14,470,164) | $ (11,469,659) |
Basic net (loss) per share (usd per share) | $ (0.54) | $ (0.50) | $ (1.49) | $ (1.22) |
Diluted net (loss) per share (usd per share) | $ (0.56) | $ (0.51) | $ (1.49) | $ (1.25) |
Basic Weighted-Average Shares Outstanding (in shares) | 9,726,067 | 9,575,789 | 9,714,824 | 9,386,613 |
Diluted Weighted-Average Shares Outstanding (in shares) | 9,727,597 | 9,575,789 | 9,716,214 | 9,403,245 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (loss) | $ (14,470,164) | $ (11,469,659) |
Adjustments to reconcile net (loss) to net cash (used in) operating activities: | ||
Depreciation | 971,192 | 487,656 |
Amortization | 26,177 | 20,146 |
Provision for bad debts | 212,914 | 0 |
Equity-based consulting and compensation expenses | 2,177,554 | 2,129,880 |
Change in fair value of business acquisition | 90,714 | 0 |
Change in fair value of warrant liability | (18,000) | (324,000) |
Amortization of loan guarantee fees, financing fees and debt issuance costs | 4,960 | 310,500 |
Loss in equity method investment | 747,519 | 659,426 |
Changes in: | ||
Accounts receivable | (349,387) | (521,429) |
Other current assets | (367,751) | (169,940) |
Other non-current assets | (85,856) | 0 |
Accounts payable, accrued expenses and deferred revenue | 1,330,145 | 985,644 |
Deferred rent and other | (58,521) | (18,050) |
Net cash (used in) operating activities | (9,950,504) | (7,909,826) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | (439,671) | (944,423) |
Decrease (increase) in restricted cash | 6,000,000 | (6,000,000) |
Patent costs | (108,669) | (95,408) |
Investment in JV | 0 | (1,000,000) |
Deposit for acquisition of Response Genetics | (880,000) | 0 |
Cash used in acquisition of Gentris, net of cash received | 0 | (3,180,930) |
Cash from acquisition of BioServe | 0 | 311,264 |
Net cash provided by (used in) investing activities | 4,571,660 | (10,909,497) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principal payments on capital lease obligations | (44,235) | (21,554) |
Payments for deferred equity offering costs | (237,221) | 0 |
Proceeds from warrant exercises | 0 | 178,102 |
Proceeds from option exercises | 23,480 | 79,018 |
Proceeds from offering of common stock, net of offering costs | 33,526 | 0 |
Principal payments on notes payable | 0 | (127,532) |
Payment of debt issuance costs | (32,844) | 0 |
Net cash provided by (used in) financing activities | (257,294) | 108,034 |
Net (decrease) in cash and cash equivalents | (5,636,138) | (18,711,289) |
CASH AND CASH EQUIVALENTS | ||
Beginning | 25,554,064 | 49,459,564 |
Ending | 19,917,926 | 30,748,275 |
SUPPLEMENTAL CASH FLOW DISCLOSURE | ||
Cash paid for interest | 157,603 | 92,692 |
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Fixed assets acquired through capital lease arrangements | 0 | 40,922 |
Cashless exercise of derivative warrants | 0 | 125,000 |
Value of shares issued as partial consideration of Gentris and BioServe | 0 | 1,515,992 |
Net tangible assets acquired via acquisition | 0 | 1,255,084 |
BioServe [Member] | ||
Adjustments to reconcile net (loss) to net cash (used in) operating activities: | ||
Change in fair value of business acquisition | 90,714 | 0 |
Gentris [Member] | ||
Adjustments to reconcile net (loss) to net cash (used in) operating activities: | ||
Change in fair value of business acquisition | $ (162,000) | $ 0 |
Organization, Description of Bu
Organization, Description of Business, Basis of Presentation and Acquisition | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Description of Business, Basis of Presentation and Acquisition | Organization, Description of Business, Basis of Presentation and Acquisitions We are an oncology diagnostics company focused on developing, commercializing and providing DNA-based tests and services to improve the personalization of cancer treatment and to better inform biopharmaceutical companies of genomic factors influencing subject responses to therapeutics. Our vision is to become the oncology diagnostics partner for companies and clinicians by participating in the entire care continuum from bench to bedside. We believe the diagnostic industry is undergoing a metamorphosis in its approach to oncology testing, embracing individualized medicine as a means to drive higher standards of patient treatment and disease management. Similarly, biopharmaceutical companies are increasingly engaging companies such as ours to provide information on clinical trial participants’ DNA profiles in order to identify genomic variations that may be responsible for differing responses to pharmaceuticals, and particularly to oncology drugs, thereby increasing the efficiency of trials while lowering related costs. We believe tailored therapeutics can revolutionize oncology medicine through DNA-based testing services, enabling physicians and researchers to target the factors that make each patient and disease unique. We have created a unique position in the industry by providing targeted somatic analysis of tumor sample cells alongside germline analysis of an individual’s non-cancerous cells’ DNA as we attempt to reach the next milestone in personalized medicine. We were incorporated in the State of Delaware on April 8, 1999 and have offices and state-of-the-art laboratories located in New Jersey, North Carolina, Shanghai (China), and Hyderabad (India). Our laboratories comply with the highest regulatory standards as appropriate for the services they deliver including CLIA, CAP, NY State and NABL (India).We have two advisory boards to counsel our scientific and clinical direction. Our Scientific Advisory Board is comprised of preeminent scientists and physicians from the fields of cancer biology, cancer pathology, cancer medicine and molecular genetics. Our Clinical Advisory Board is comprised of clinicians and scientists focused on clinical implementation of our proprietary tests and services and mapping those tests and services to patient needs. Our services are built on a foundation of world-class scientific knowledge and intellectual property in solid and blood-borne cancers, as well as strong academic relationships with major cancer centers such as Memorial Sloan-Kettering, Mayo Clinic, and the National Cancer Institute. Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions for interim reporting as prescribed by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2014, filed with the Securities and Exchange Commission on March 16, 2015. The consolidated balance sheet as of December 31, 2014, included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. Interim financial results are not necessarily indicative of the results that may be expected for any future interim period or for the year ending December 31, 2015. In the second quarter of 2015, we adopted ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs”. Previously, debt issuance costs were recorded as assets on the balance sheet. This update requires that debt issuance costs related to a debt liability be presented on the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. This update does not change the recognition and measurement of debt issuance costs and requires retrospective adoption. We did not have debt issuance costs in the December 31, 2014 Consolidated Balance Sheet. 2014 Acquisitions On July 16, 2014, we purchased substantially all of the assets of Gentris Corporation, (“Gentris”), with its principal place of business in North Carolina, for approximately $4.8 million . There were no changes in the preliminary purchase price allocation or goodwill impairment for Gentris during the nine months ended September 30, 2015 . On August 18, 2014, we acquired BioServe Biotechnologies (India) Private Limited, an Indian corporation (“BioServe”) for an aggregate purchase price of approximately $1.1 million . During the nine months ended September 30, 2015 , there was no goodwill impairment for BioServe, and the preliminary allocation of the purchase price was retrospectively adjusted for a measurement period adjustment to increase goodwill by approximately $193,000 , reduce fixed assets by approximately $136,000 , reduce other assets by approximately $38,000 and reduce other current assets by approximately $19,000 . The fair value of the assets acquired and liabilities assumed as of August 18, 2014 are now as follows: Amount Accounts receivable $ 151,002 Other current assets 102,064 Fixed assets 488,481 Other assets 378,440 Goodwill 734,925 Current liabilities (758,614 ) Other liabilities (22,049 ) Total Purchase Price $ 1,074,249 The results of operations for the three and nine months ended September 30, 2015 include the operations of Gentris and BioServe and include combined revenues of $1,728,238 and $5,357,382 , respectively, and a combined net loss of $1,043,224 and $2,202,254 , respectively. The following table provides certain pro forma financial information for the Company as if the acquisitions of Gentris and BioServe discussed above occurred on January 1, 2014: Three Months Ended Nine Months Ended September 30, 2014 September 30, 2014 Revenue $ 3,493,345 $ 10,329,910 Net loss (6,039,858 ) (13,325,068 ) Basic net loss per share $ (0.63 ) $ (1.40 ) Diluted net loss per share (0.64 ) (1.43 ) Acquisition of Response Genetics, Inc. On October 9, 2015, we acquired substantially all the assets and assumed certain liabilities of Response Genetics, Inc. (“Response Genetics”), with its principal place of business in California, in a transaction valued at approximately $13.4 million , comprised of $7 million in cash and 788,584 shares of the Company’s common stock, with the common stock being valued at $6.4 million . Response Genetics is a life sciences company engaged in the research and development of clinical diagnostic tests for cancer. Its mission is to provide personalized genetic information that will help guide physicians and patients in choosing the treatment from which a given patient is most likely to benefit as well as providing clinical testing services for pharmaceutical companies. Response Genetics generated revenues primarily from sales of its ResponseDX® diagnostic tests, which Response Genetics launched in 2008, and by providing clinical trial testing services to pharmaceutical companies. The transaction is being accounted for using the acquisition method of accounting for business combinations in accordance with GAAP. Under this method, the total consideration transferred to consummate the acquisition is being allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the closing date of the acquisition. The acquisition method of accounting requires extensive use of estimates and judgments to allocate the consideration transferred to the identifiable tangible and intangible assets acquired and liabilities assumed. Accordingly, the allocation of the consideration transferred is preliminary and will be adjusted upon completion of the final valuation of the assets acquired and liabilities assumed. The final valuation is expected to be completed as soon as practicable but no later than 12 months after the closing date of the acquisition. The consolidated financial statements for the three and nine months ended September 30, 2015 and 2014 do not include the operations of Response Genetics. The results of operations for Response Genetics will be included in the Company’s consolidated financial statements beginning on October 9, 2015. The preliminary allocation of the purchase price of the fair value of the assets acquired and liabilities assumed as of October 9, 2015 are as follows: Amount Accounts receivable $ 350,000 Prepaid expenses and other current assets 500,000 Property and equipment 1,000,000 Intangible assets 550,000 Goodwill 11,550,000 Accrued expenses (425,000 ) Obligations under capital leases (125,000 ) Total Purchase Price $ 13,400,000 The following table provides certain pro forma financial information for the Company as if the acquisition of Response Genetics discussed above occurred on January 1, 2014: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenue $ 6,879,587 $ 7,686,841 $ 23,043,458 $ 18,805,055 Net loss (10,353,822 ) (8,181,903 ) (27,522,585 ) (21,450,482 ) Basic net loss per share $ (0.98 ) $ (0.79 ) $ (2.62 ) $ (2.11 ) Diluted net loss per share (1.00 ) (0.80 ) (2.62 ) (2.14 ) The pro forma numbers above are derived from historical numbers of the Company and Response Genetics. Over time the operations of Response Genetics will be integrated into the operations of the Company. This integration may change how certain tests are coded and submitted to payers (including Medicare) and, consequently, may result in differences in the future in which revenues and bad debt expenses are recorded when compared with the historical methods of Response Genetics. At the current time, we do not have enough information to prepare a reliable estimate of any possible changes. |
Revenue and Accounts Receivable
Revenue and Accounts Receivable | 9 Months Ended |
Sep. 30, 2015 | |
Receivables [Abstract] | |
Revenue and Accounts Receivable | Revenue and Accounts Receivable Revenue by service type for the three and nine months ended September 30, 2015 and 2014 is comprised of the following: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Biopharma Services $ 2,608,427 $ 1,930,799 8,614,441 $ 2,830,687 Clinical Services 1,149,241 1,237,831 3,273,585 3,279,988 Discovery Services 242,664 53,220 667,780 53,220 $ 4,000,332 $ 3,221,850 $ 12,555,806 $ 6,163,895 Accounts receivable by service type at September 30, 2015 and December 31, 2014 consists of the following: September 30, December 31, Biopharma Services $ 2,879,064 $ 3,203,335 Clinical Services 2,401,775 1,925,176 Discovery Services 348,344 151,285 Allowance for doubtful accounts (464,090 ) (251,176 ) $ 5,165,093 $ 5,028,620 Allowance for Doubtful Accounts Balance, December 31, 2014 $ 251,176 Bad debt provision 212,914 Balance, September 30, 2015 $ 464,090 Biopharma Services provide companies customized solutions for patient stratification and treatment selection through an extensive suite of DNA-based testing services. Clinical Services provide information on diagnosis, prognosis and theranosis of cancers to guide patient management. These tests can be billed to Medicare, another third party insurer or the referring community hospital or other healthcare facility. Discovery Services provide the tools and testing methods for companies and researchers seeking to identify new DNA-based biomarkers for disease. We have historically derived a significant portion of our revenue from a limited number of test ordering sites. Test ordering sites account for all of our Clinical Services revenue along with a portion of our Biopharma Services revenue. Our test ordering sites are hospitals, cancer centers, reference laboratories, physician offices and biopharmaceutical companies. The top five test ordering sites during the three months ended September 30, 2015 and 2014 accounted for 59% and 59% respectively, of our testing volumes, with 27% and 45% , respectively, of the volume coming from community hospitals. During the three months ended September 30, 2015 , there were two biopharmaceutical companies which accounted for approximately 15% and 11% of our total revenue. During the three months ended September 30, 2014 , there were two biopharmaceutical companies which accounted for approximately 17% and 12% of our total revenue, respectively. The top five test ordering sites during the nine months ended September 30, 2015 and 2014 accounted for 80% and 58% respectively, of our testing volumes, with 31% and 40% , respectively, of the volume coming from community hospitals. During the nine months ended September 30, 2015 , there were two biopharmaceutical companies which accounted for approximately 23% and 11% of our total revenue, respectively. During the nine months ended September 30, 2014 , there was one biopharmaceutical company which accounted for approximately 22% of our total revenue. While we have agreements with our Biopharma clients, volumes from these clients are subject to the progression and continuation of the trials which can impact testing volume. We generally do not have formal written agreements with other testing sites and, as a result, we may lose these significant test ordering sites at any time. The breakdown of our Clinical Services revenue (as a percent of total revenue) is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Medicare 12% 9% 8% 13% Other insurers 7% 14% 7% 21% Other healthcare facilities 9% 15% 8% 19% 28% 38% 23% 53% |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Earnings Per Share | Earnings Per Share For purposes of this calculation, stock warrants, outstanding stock options and unvested restricted shares are considered common stock equivalents using the treasury stock method, and are the only such equivalents outstanding. Basic net loss and diluted net loss per share data were computed as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Numerator: Net (loss) for basic earnings per share $ (5,212,014 ) $ (4,797,062 ) $ (14,470,164 ) $ (11,469,659 ) Change in fair value of warrant liability 214,000 129,000 18,000 324,000 Net (loss) for diluted earnings per share $ (5,426,014 ) $ (4,926,062 ) $ (14,488,164 ) $ (11,793,659 ) Denominator: Weighted-average basic common shares outstanding 9,726,067 9,575,789 9,714,824 9,386,613 Assumed conversion of dilutive securities: Common stock purchase warrants 1,530 — 1,390 16,632 Potentially dilutive common shares 1,530 — 1,390 16,632 Denominator for diluted earnings per share – adjusted weighted-average shares 9,727,597 9,575,789 9,716,214 9,403,245 Basic net (loss) per share $ (0.54 ) $ (0.50 ) $ (1.49 ) $ (1.22 ) Diluted net (loss) per share $ (0.56 ) $ (0.51 ) $ (1.49 ) $ (1.25 ) The following table summarizes equivalent units outstanding that were excluded from the earnings per share calculation because their effects were anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Common stock purchase warrants 1,041,725 1,531,696 1,041,725 1,531,696 Stock options 2,008,466 1,461,724 2,008,466 1,461,724 Restricted shares of common stock 132,167 105,833 132,167 105,833 3,182,358 3,099,253 3,182,358 3,099,253 |
Bank Term Note and Line of Cred
Bank Term Note and Line of Credit | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Bank Term Note and Line of Credit | Bank Term Note and Line of Credit On May 7, 2015, we entered into a new debt financing facility with Silicon Valley Bank (“SVB”) to refinance the Company’s cash collateralized loan from Wells Fargo and to provide an additional working capital line of credit. The SVB credit facility provides for a $6.0 million term note (“Term Note”) and a revolving line of credit (“Line of Credit”) for an amount not to exceed the lesser of (i) $4.0 million or (ii) an amount equal to 80% of eligible accounts receivable. The Term Note requires interest-only payments through April 30, 2016 and beginning May 1, 2016, monthly principal payments of approximately $167,000 will be required plus interest through maturity on April 1, 2019 . The interest rate of the Term Note is the Wall Street Journal prime rate plus 2% , with a floor of 5.25% and an additional deferred interest payment of $180,000 will be due upon maturity. The Line of Credit requires monthly interest-only payments of the Wall Street Journal prime rate plus 1.5% and matures on May 7, 2017 . The new loan agreement requires maintenance of certain financial ratios and grants SVB a first security interest in substantially all Company assets (other than our intellectual property). Pursuant to the new loan agreement, the Company is no longer required to maintain restricted cash accounts. At September 30, 2015 the principal balance of the Term Note was $6,000,000 and the principal balance of the Line of Credit was $0 . The following is a summary of long-term debt as of September 30, 2015 : September 30, Term Note, principal balance $ 6,000,000 Less unamortized debt issuance costs 27,884 Term Note, net 5,972,116 Less current maturities 833,333 Long-term portion $ 5,138,783 Principal maturities of the Term Note as of September 30, 2015 are as follows: 2016 - $1,333,333 ; 2017 - $2,000,000 ; 2018 - $2,000,000 ; 2019 - $666,667 . |
Sale of Net Operating Loss
Sale of Net Operating Loss | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Sale of Net Operating Losses | Sale of Net Operating Losses In January 2014, we executed a sale of $22,301,643 of gross state NOL carryforwards resulting in the receipt of $1,813,941 . The Company transferred the NOL carryforwards through the Technology Business Tax Certificate Transfer Program sponsored by the New Jersey Economic Development Authority. |
Equity Incentive Plans
Equity Incentive Plans | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Incentive Plans | Equity Incentive Plans We have two equity incentive plans: the 2008 Stock Option Plan (the “2008 Plan”) and the 2011 Equity Incentive Plan (the “2011 Plan”, and together with the 2008 Plan, the “Stock Option Plans”). The Stock Option Plans are meant to provide additional incentive to officers, employees and consultants to remain in our employment. Options granted are generally exercisable for up to 10 years . On May 14, 2015, the stockholders voted to increase the number of shares reserved by the 2011 Plan to 2,650,000 shares of common stock. At September 30, 2015 , 825,100 shares remain available for future awards under the 2011 Plan and 93,616 shares remain available for future awards under the 2008 Plan. As of September 30, 2015 , no stock appreciation rights and 270,500 shares of restricted stock have been awarded under the Stock Option Plans. A summary of employee and non-employee stock option activity for the nine months ended September 30, 2015 is as follows: Options Outstanding Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Number of Shares Weighted- Average Exercise Price Outstanding January 1, 2015 1,839,458 $ 10.58 8.49 $ 618,250 Granted 292,150 9.91 Exercised (4,371 ) 5.37 Canceled or expired (118,771 ) 9.63 Outstanding September 30, 2015 2,008,466 $ 10.55 7.93 $ 1,313,377 Exercisable September 30, 2015 881,027 $ 9.89 6.66 $ 862,492 Aggregate intrinsic value represents the difference between the estimated fair value of our common stock and the exercise price of outstanding, in-the-money options. The fair value of our common stock was $7.82 at September 30, 2015 and $6.68 at December 31, 2014 , based on the closing price on the NASDAQ Capital Market. During the three and nine months ended September 30, 2015 , we received approximately $1,000 and $24,000 , respectively, from the exercise of options. The options exercised during the three and nine months ended September 30, 2015 had a total intrinsic value of approximately $1,000 and $25,000 , respectively. As of September 30, 2015 , total unrecognized compensation cost related to non-vested stock options granted to employees was $5,536,069 which we expect to recognize over the next 3.32 years. As of September 30, 2015 , total unrecognized compensation cost related to non-vested stock options granted to non-employees was $536,138 which we expect to recognize over the next 2.25 years. The estimate of unrecognized non-employee compensation is based on the fair value of the non-vested options as of September 30, 2015 . The fair value of options granted to employees is estimated on the grant date using the Black-Scholes option valuation model. This valuation model requires us to make assumptions and judgments about the variables used in the calculation, including the expected term (the period of time that the options granted are expected to be outstanding), the volatility of our common stock, a risk-free interest rate, and expected dividends. To the extent actual forfeitures differ from the estimates, the difference will be recorded as a cumulative adjustment in the period estimates are revised. No compensation cost is recorded for options that do not vest. We use the simplified calculation of expected life described in the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment , and volatility is based on an average of the historical volatilities of the common stock of three entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. We use an expected dividend yield of zero, as we do not anticipate paying any dividends in the foreseeable future. Expected forfeitures are assumed to be zero due to the small number of plan participants and the plan design which has monthly vesting after an initial cliff vesting period. The following table presents the weighted-average assumptions used to estimate the fair value of options granted to employees during the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Volatility 55.71 % 75.02 % 61.16 % 75.04 % Risk free interest rate 1.63 % 2.02 % 1.65 % 1.84 % Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Term (years) 6.16 6.29 6.15 6.10 Weighted-average fair value of options granted during the period 5.41 6.13 5.65 6.86 In May 2014, we issued 200,000 options to our Director, Raju Chaganti, with an exercise price of $15.89 . See Note 11 for additional information. The following table presents the weighted-average assumptions used to estimate the fair value of options reaching their measurement date for non-employees during the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Volatility 69.56 % 71.30 % 69.97 % 71.87 % Risk free interest rate 2.02 % 2.43 % 2.11 % 2.53 % Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Term (years) 8.58 9.58 8.84 9.79 Restricted stock awards have been granted to employees, directors and consultants as compensation for services. At September 30, 2015 , there was $838,146 of unrecognized compensation cost related to non-vested restricted stock granted to employees; we expect to recognize the cost over 2.64 years. At September 30, 2015 , there was $536 of unrecognized compensation cost related to non-vested restricted stock granted to non-employees; we expect to recognize the cost over 0.03 years. The following table summarizes the activities for our non-vested restricted stock awards for the nine months ended September 30, 2015 : Non-vested Restricted Stock Awards Number of Weighted-Average Grant Date Fair Value Non-vested at January 1, 2015 132,500 $ 8.14 Granted 43,000 9.70 Vested (33,333 ) 9.27 Canceled (10,000 ) $ 8.42 Non-vested at September 30, 2015 132,167 $ 8.36 The following table presents the effects of stock-based compensation related to stock option and restricted stock awards to employees and non-employees on our Statement of Operations during the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Cost of revenues $ 59,081 $ 26,200 $ 163,006 $ 67,109 Research and development 92,726 188,633 316,306 345,803 General and administrative 530,301 593,715 1,585,869 1,615,359 Sales and marketing 41,820 27,551 112,373 101,609 Total stock-based compensation $ 723,928 $ 836,099 $ 2,177,554 $ 2,129,880 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Warrants | Warrants We have issued certain warrants which contain an exercise price adjustment feature in the event we issue additional equity instruments at a price lower than the exercise price of the warrant. The warrants are described herein as derivative warrants. For all derivative warrants, in the event equity instruments are issued at a price lower than the exercise price of the warrant, the exercise price is adjusted to the price of the new equity instruments issued (price adjustment feature). For certain of these warrants, the number of shares underlying the warrant is also adjusted to an amount computed by dividing the proceeds of the warrant under its original terms by the revised exercise price (share adjustment feature). As of September 30, 2015 all warrants with a share adjustment feature have either expired or have been exercised. The derivative warrants are initially recorded as a warrant liability at fair value with a corresponding entry to the loan guarantee fee asset, debt discount, additional paid-in capital or expense dependent upon the service provided in exchange for the warrant grant. The following table summarizes the warrant activity for the nine months ended September 30, 2015 : Issued With / For Exercise Warrants 2015 Warrants Expired Warrants Outstanding September 30, 2015 Non-Derivative Warrants: Financing $ 10.00 243,334 — 243,334 Financing 15.00 436,079 — 436,079 Debt guarantee 15.00 352,312 — 352,312 Consulting 10.00 29,138 (19,138 ) 10,000 Total non-derivative warrants $ 13.78 B 1,060,863 (19,138 ) 1,041,725 Derivative Warrants: Financing $ 10.00 A 60,000 — 60,000 Series B pref. stock 10.00 A 15,015 — 15,015 Consulting 10.00 A 200 — 200 Total derivative warrants 10.00 B 75,215 — 75,215 Total $ 13.53 B 1,136,078 (19,138 ) 1,116,940 A These warrants are subject to fair value accounting and contain an exercise price adjustment feature. See Note 8. Assuming the offering described in Note 14 closes, the exercise price of these warrants will adjust to $4.00 on November 12, 2015. B Weighted-average exercise prices are as of September 30, 2015 . |
Fair Value of Warrants
Fair Value of Warrants | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Warrants | Fair Value of Warrants The following table summarizes the derivative warrant activity subject to fair value accounting for the nine months ended September 30, 2015 : Issued with/for Fair value of Change in Fair value of Series B preferred stock $ 8,000 $ (6,000 ) $ 2,000 Financing 44,000 (12,000 ) 32,000 $ 52,000 $ (18,000 ) $ 34,000 The following tables summarize the assumptions used in computing the fair value of derivative warrants subject to fair value accounting at the date of issue or exercise during the nine months ended September 30, 2015 and 2014 , and at September 30, 2015 and December 31, 2014 . Issued with Debt Guarantee Exercised During the Nine Months Ended September 30, 2014 Exercise price $ 10.00 Expected life (years) 0.60 Expected volatility 49.01 % Risk-free interest rate 0.08 % Expected dividend yield — % Issued with Series B Preferred Shares As of September 30, 2015 As of December 31, 2014 Exercised During the Nine Months Ended September 30, 2014 Exercise price $ 10.00 $ 10.00 $ 10.00 Expected life (years) 0.13 0.88 1.72 Expected volatility 57.27 % 49.95 % 46.60 % Risk-free interest rate — % 0.25 % 0.33 % Expected dividend yield — % — % — % Issued for Consulting As of September 30, 2015 As of December 31, 2014 Exercise price $ 10.00 $ 10.00 Expected life (years) 0.39 1.14 Expected volatility 49.38 % 49.25 % Risk-free interest rate 0.08 % 0.25 % Expected dividend yield — % — % Issued with Financing As of September 30, 2015 As of December 31, 2014 Exercised During the Nine Months Ended September 30, 2014 Exercise price $ 10.00 $ 10.00 $ 13.34 Expected life (years) 0.48 1.23 9.78 Expected volatility 49.99 % 50.23 % 74.70 % Risk-free interest rate 0.08 % 0.25 % 1.95 % Expected dividend yield — % — % — % The assumed Company stock price used in computing the fair value of warrants exercised during the nine months ended September 30, 2014 was $15.20 – $19.86 . In determining the fair value of warrants outstanding at each reporting date, the Company stock price was $7.82 at September 30, 2015 and $6.68 at December 31, 2014 based on the closing price on the NASDAQ Capital Market. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Fair Value Measurements and Disclosures Topic of the FASB Accounting Standards Codification requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, the Topic establishes a fair value hierarchy for valuation inputs that give the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that we have the ability to access as of the measurement date. Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect our own assumptions about the assumptions that market participants would use in pricing an asset or liability. The following table summarizes the financial liabilities measured at fair value on a recurring basis segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value: September 30, 2015 Total Quoted Prices in Significant Other Significant Warrant liability $ 34,000 $ — $ — $ 34,000 Gentris contingent consideration 45,000 — — 45,000 Note payable to VenturEast 626,101 — — 626,101 $ 705,101 $ — $ — $ 705,101 December 31, 2014 Total Quoted Prices in Significant Other Significant Warrant liability $ 52,000 $ — $ — $ 52,000 Gentris contingent consideration 293,400 — — 293,400 Note payable to VenturEast 534,828 — — 534,828 $ 880,228 $ — $ — $ 880,228 The warrant liability consists of stock warrants we issued that contain an exercise price adjustment feature. In accordance with derivative accounting for warrants, we calculated the fair value of warrants and the assumptions used are described in Note 8, “Fair Value of Warrants”. Realized and unrealized gains and losses related to the change in fair value of the warrant liability are included in Other income (expense) on the Statement of Operations. The value of the Gentris consideration was determined using a discounted cash flow of the expected payments required by the purchase agreement. During the nine months ended September 30, 2015 , we recognized a gain of approximately $162,000 due to the decrease in probability of paying the contingent consideration. The ultimate payment to VenturEast will be the value of 84,278 shares of common stock at the time of payment. The value of the note payable to VenturEast was determined using the fair value of our common stock less a discount for credit risk. During the three and nine months ended September 30, 2015 , we recognized a gain (loss) of approximately $315,000 and $(91,000) , respectively, due to the change in value of the note. Realized and unrealized gains and losses related to the change in fair value of the Gentris contingent consideration are included in general and administrative expense, while realized and unrealized gains and losses related to the VenturEast note are included in other income (expense) on the Consolidated Statement of Operations. A table summarizing the activity for the derivative warranty liability which is measured at fair value using Level 3 inputs is presented in Note 8. The following table summarizes the activity of the notes payable to VenturEast and Gentris consideration which were measured at fair value using Level 3 inputs: Note Payable Gentris Contingent to VenturEast Consideration Fair value at December 31, 2014 $ 534,828 $ 293,400 Change in fair value 91,273 (162,000 ) Partial settlement of liability $ — (86,400 ) Fair value at September 30, 2015 $ 626,101 $ 45,000 |
Joint Venture Agreement
Joint Venture Agreement | 9 Months Ended |
Sep. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint Venture Agreement | Joint Venture Agreement In November 2011 , we entered into an affiliation agreement with the Mayo Foundation for Medical Education and Research (“Mayo”), subsequently amended. Under the agreement, we formed a joint venture with Mayo in May 2013 to focus on developing oncology diagnostic services and tests utilizing next generation sequencing. The joint venture is a limited liability company, with each party initially holding fifty percent of the issued and outstanding membership interests of the new entity (the “JV”). In exchange for our membership interest in the JV, we made an initial capital contribution of $1.0 million in October 2013. In addition, we issued 10,000 shares of our common stock to Mayo pursuant to our affiliation agreement and recorded an expense of approximately $175,000 . We also recorded additional expense of approximately $231,000 during the fourth quarter of 2013 related to shares issued to Mayo in November 2011 as the JV achieved certain performance milestones. In the third quarter of 2014, we made an additional $1.0 million capital contribution. The agreement also requires aggregate total capital contributions by us of up to an additional $4.0 million . We currently anticipate that we will make capital contributions of $1.0 million in the first quarter of 2016. The timing of the remaining installments is subject to the JV’s achievement of certain operational milestones agreed upon by the board of governors of the JV. In exchange for its membership interest, Mayo’s capital contribution will take the form of cash, staff, services, hardware and software resources, laboratory space and instrumentation, the fair market value of which will be approximately equal to $6.0 million . Mayo’s continued contribution will also be conditioned upon the JV’s achievement of certain milestones. Our share of the JV’s net loss was approximately $ 343,000 and $ 349,000 for the three months ended September 30, 2015 and 2014 , respectively, and $748,000 and $659,000 for the nine months ended September 30, 2015 and 2014 , respectively, and is included in research and development expense on the Consolidated Statement of Operations. We have a net receivable due from the JV of approximately $0 and $ 10,000 at September 30, 2015 and December 31, 2014 , respectively, which is included in other current assets in the Consolidated Balance Sheets. The joint venture is considered a variable interest entity under ASC 810-10, but we are not the primary beneficiary as we do not have the power to direct the activities of the JV that most significantly impact its performance. Our evaluation of ability to impact performance is based on our equal board membership and voting rights and day-to-day management functions which are performed by the Mayo personnel. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions John Pappajohn, a member of the Board of Directors and stockholder, had personally guaranteed our revolving line of credit with Wells Fargo Bank through March 31, 2014. As consideration for his guarantee, as well as each of the eight extensions of this facility through March 31, 2014, Mr. Pappajohn received warrants to purchase an aggregate of 1,051,506 shares of common stock of which Mr. Pappajohn assigned warrants to purchase 284,000 shares of common stock to certain third parties. Warrants to purchase 440,113 shares of common stock have been exercised by Mr. Pappajohn through September 30, 2015 . After adjustment pursuant to the terms of the warrants in conjunction with our IPO, the number of these warrants outstanding retained by Mr. Pappajohn was 352,312 at $15.00 per share. In addition, John Pappajohn also had loaned us an aggregate of $6,750,000 (all of which was converted into 675,000 shares of common stock at the IPO price of $10.00 per share). In connection with these loans, Mr. Pappajohn received warrants to purchase an aggregate of 202,630 shares of common stock. After adjustment pursuant to the terms of the warrants in conjunction with our IPO, the number of warrants outstanding was 436,079 at $15.00 per share at September 30, 2015 . Effective January 6, 2014 , the Board of Directors appointed John Pappajohn to serve as the Chairman of the Board. As compensation for serving as the Chairman of the Board, the Company will pay Mr. Pappajohn $100,000 per year and granted to Mr. Pappajohn 25,000 restricted shares of the Company’s common stock, and options to purchase an aggregate of 100,000 shares of the Company's common stock. The options have a term of ten years from the date on which they were granted. The restricted stock and the options each vest in two equal installments on the one-year anniversary and the two-year anniversary of the date on which Mr. Pappajohn became the Chairman of the Board. On October 14, 2015 the Board of Directors granted John Pappajohn 2,500 restricted shares of the Company’s common stock and options to purchase an aggregate of 10,000 shares of the Company’s common stock as compensation for serving on the Board of Directors. The restricted stock vests on the one-year anniversary date of the grant and the stock options vest in two equal installments on the one-year anniversary and the two-year anniversary date of the grant. In August 2010, we entered into a consulting agreement with Equity Dynamics, Inc. (“EDI”), an entity controlled by John Pappajohn, pursuant to which EDI received a monthly fee of $10,000 . The consulting agreement was terminated effective March 31, 2014. Subsequently, the Company entered into a new consulting agreement with EDI effective April 1, 2014 pursuant to which it will receive a monthly fee of $10,000 . Total expenses for the three months ended September 30, 2015 and 2014 were $30,000 , and for the nine months ended September 30, 2015 and 2014 , total expenses were $ 90,000 . As of September 30, 2015 , we owed EDI $0 . On September 15, 2010, we entered into a three -year consulting agreement with Dr. Chaganti which was subsequently renewed through December 31, 2016 pursuant to which Dr. Chaganti receives $5,000 per month for providing consulting and technical support services. Total expenses for each of the three months ended September 30, 2015 and 2014 were $15,000 . Total expenses for each of the nine months ended September 30, 2015 and 2014 were $45,000 . Pursuant to the terms of the renewed consulting agreement, Dr. Chaganti received an option to purchase 200,000 shares of our common stock at a purchase price of $15.89 per share vesting over a period of four years. Total non-cash stock-based compensation recognized under the consulting agreement for each of the three months ended September 30, 2015 and 2014 was $59,500 and $76,375 , respectively. Total non-cash stock-based compensation recognized under the consulting agreement for each of the nine months ended September 30, 2015 and 2014 was $220,625 and $288,500 , respectively. Also pursuant to the consulting agreement, Dr. Chaganti assigned to us all rights to any inventions which he may invent during the course of rendering consulting services to us. In exchange for this assignment, if the USPTO issues a patent for an invention on which Dr. Chaganti is listed as an inventor, we are required to pay Dr. Chaganti (i) a one-time payment of $50,000 and (ii) 1% of any net revenues we receive from any licensed sales of the invention. In 2015, we paid Dr. Chaganti $150,000 which was recognized as an expense in fiscal 2014 when three patents were issued. On October 14, 2015 the Board of Directors granted Dr. Chaganti 2,500 restricted shares of the Company’s common stock and options to purchase an aggregate of 10,000 shares of the Company’s common stock as compensation for serving on the Board of Directors. The restricted stock vests on the one-year anniversary date of the grant and the stock options vest in two equal installments on the one-year anniversary and the two-year anniversary date of the grant. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies In the normal course of business, the Company may become involved in various claims and legal proceedings. In the opinion of management, the ultimate liability or disposition thereof is not expected to have a material adverse effect on our financial condition, results of operations, or liquidity. |
Cantor Sales Agreement
Cantor Sales Agreement | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Cantor Sales Agreement | Cantor Sales Agreement On July 15, 2015, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co., (“Cantor”) as sales agent, pursuant to which the Company may offer from time to time through Cantor, shares of our common stock having an aggregate offering price of up to $20.0 million . Subject to the terms and conditions of the Sales Agreement, Cantor will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The NASDAQ Capital Market to sell shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Under the Sales Agreement, Cantor may sell shares by any method deemed to be an “at-the-market” offering as defined in Rule 415 under the U.S. Securities Act of 1933, as amended, or, with the Company’s prior consent, any other method permitted by law, including in privately negotiated transactions. The Company may instruct Cantor not to sell shares if the sales cannot be effected at or above the price designated by the Company from time to time. The Company is not obligated to make any sales of the shares under the Sales Agreement. The offering of shares pursuant to the Sales Agreement will terminate upon the earlier of (a) the sale of all of the shares subject to the Sales Agreement or (b) the termination of the Sales Agreement by Cantor or the Company, as permitted therein. Cantor will receive a commission rate of 3.0% of the aggregate gross proceeds from each sale of shares and the Company has agreed to provide Cantor with customary indemnification and contribution rights. The Company will also reimburse Cantor for certain specified expenses in connection with entering into the Sales Agreement. During the three months ended September 30, 2015, the Company sold 2,800 shares of its common stock that resulted in net proceeds to the Company of approximately $34,000 . In July 2015, we temporarily suspended selling shares of common stock using the Sales Agreement. Furthermore, under the terms of our lock up agreement with Joseph Gunnar and Feltl, we may not resume selling our common stock under the Sales Agreement until 90 days after the public offering is consummated. See Note 14 for additional information regarding the public offering. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Events On November 6, 2015, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Joseph Gunnar & Co., LLC and Feltl and Company, Inc., as representatives of the several underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”). Pursuant to the terms and conditions of the Underwriting Agreement, the Company agreed to sell to the Underwriters 3,000,000 shares of its common stock, par value $0.0001 per share (the “Common Stock”) and warrants on terms described below (the “Warrants”) to purchase up to an aggregate of 3,000,000 shares of Common Stock, at a combined price of $4.00 per share and accompanying Warrant, less underwriting discounts and commissions and has granted the Underwriters an option to purchase up to an additional 450,000 shares of Common Stock and/or Warrants within 45 days after the date of the Underwriting Agreement. The Company also agreed to pay a non-accountable expense allowance to the underwriters equal to 1.0% of the gross proceeds received in this offering as well as legal fees up to $60,000 ; however, an allowance shall not be paid in connection with the over-allotment option if the over-allotment option is exercised. The sale to the Underwriters is expected to close on November 12, 2015, subject to customary closing conditions. The Underwriting Agreement provides that the obligations of the Underwriters are subject to certain conditions precedent and that the Underwriters have agreed, severally and not jointly, to purchase all of the shares and Warrants being sold under the Underwriting Agreement if any such securities are purchased (other than the securities subject to the Underwriters’ option). Additionally, the Underwriting Agreement contains customary representations, warranties, and covenants by the Company and customary indemnification obligations of each of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended. In addition, subject to certain exceptions, each director and executive officer of the Company has entered into an agreement with the Underwriters not to sell, transfer or otherwise dispose of securities of the Company during the 90 -day period following the offering. The Company is also restricted in its ability to sell securities during such 90 -day period. The Company estimates that the net proceeds to the Company from the offering (exclusive of proceeds from the sale of shares and/or Warrants pursuant to any exercise of the Underwriters’ option described above and exclusive of proceeds, if any, from the exercise of the Warrants issued pursuant to the offering) will be approximately $10.5 million after deducting the underwriting discounts and commissions, and estimated offering expenses payable by the Company. The Company expects to use the net proceeds from the offering for contributions to its JV with Mayo, expansion of its sales and marketing capabilities, further research and development activities, expansion of business, strategic transactions and working capital and other general corporate purposes. No assurances can be given that all closing conditions will be satisfied and that the offering consummated on these terms, or at all. Each warrant will have an exercise price of $5.00 per share (subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common stock and also upon any distributions of assets, including cash, stock or other property to our stockholders), will be exercisable upon issuance and will expire five years from the date of issuance (expected to be November 12, 2015). The foregoing description of the Underwriting Agreement and the Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement and the Warrant, copies of which are filed herewith as Exhibits 10.2 and 4.1. The provisions of the Underwriting Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as a document for stockholders and the public to obtain factual information about the current state of affairs of the Company. Rather, stockholders and the public should look to other disclosures contained in the Company’s filings with the Commission. |
Organization, Description of 20
Organization, Description of Business, Basis of Presentation and Acquisition (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting | The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions for interim reporting as prescribed by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2014, filed with the Securities and Exchange Commission on March 16, 2015. The consolidated balance sheet as of December 31, 2014, included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. Interim financial results are not necessarily indicative of the results that may be expected for any future interim period or for the year ending December 31, 2015. |
New Accounting Pronouncements | In the second quarter of 2015, we adopted ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs”. Previously, debt issuance costs were recorded as assets on the balance sheet. This update requires that debt issuance costs related to a debt liability be presented on the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. This update does not change the recognition and measurement of debt issuance costs and requires retrospective adoption. |
Organization, Description of 21
Organization, Description of Business, Basis of Presentation and Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
BioServe [Member] | |
Business Acquisition [Line Items] | |
Schedule of recognized identified assets acquired and liabilities assumed | The fair value of the assets acquired and liabilities assumed as of August 18, 2014 are now as follows: Amount Accounts receivable $ 151,002 Other current assets 102,064 Fixed assets 488,481 Other assets 378,440 Goodwill 734,925 Current liabilities (758,614 ) Other liabilities (22,049 ) Total Purchase Price $ 1,074,249 |
BioServe and Gentris [Member] | |
Business Acquisition [Line Items] | |
Business acquisition, pro forma information | The following table provides certain pro forma financial information for the Company as if the acquisitions of Gentris and BioServe discussed above occurred on January 1, 2014: Three Months Ended Nine Months Ended September 30, 2014 September 30, 2014 Revenue $ 3,493,345 $ 10,329,910 Net loss (6,039,858 ) (13,325,068 ) Basic net loss per share $ (0.63 ) $ (1.40 ) Diluted net loss per share (0.64 ) (1.43 ) |
Response Genetics, Inc. [Member] | |
Business Acquisition [Line Items] | |
Schedule of recognized identified assets acquired and liabilities assumed | The preliminary allocation of the purchase price of the fair value of the assets acquired and liabilities assumed as of October 9, 2015 are as follows: Amount Accounts receivable $ 350,000 Prepaid expenses and other current assets 500,000 Property and equipment 1,000,000 Intangible assets 550,000 Goodwill 11,550,000 Accrued expenses (425,000 ) Obligations under capital leases (125,000 ) Total Purchase Price $ 13,400,000 |
Business acquisition, pro forma information | The following table provides certain pro forma financial information for the Company as if the acquisition of Response Genetics discussed above occurred on January 1, 2014: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenue $ 6,879,587 $ 7,686,841 $ 23,043,458 $ 18,805,055 Net loss (10,353,822 ) (8,181,903 ) (27,522,585 ) (21,450,482 ) Basic net loss per share $ (0.98 ) $ (0.79 ) $ (2.62 ) $ (2.11 ) Diluted net loss per share (1.00 ) (0.80 ) (2.62 ) (2.14 ) |
Revenue and Accounts Receivab22
Revenue and Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Receivables [Abstract] | |
Schedule of Revenue by Payor Type | Revenue by service type for the three and nine months ended September 30, 2015 and 2014 is comprised of the following: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Biopharma Services $ 2,608,427 $ 1,930,799 8,614,441 $ 2,830,687 Clinical Services 1,149,241 1,237,831 3,273,585 3,279,988 Discovery Services 242,664 53,220 667,780 53,220 $ 4,000,332 $ 3,221,850 $ 12,555,806 $ 6,163,895 |
Schedule of Accounts Receivable by Payor Type | Accounts receivable by service type at September 30, 2015 and December 31, 2014 consists of the following: September 30, December 31, Biopharma Services $ 2,879,064 $ 3,203,335 Clinical Services 2,401,775 1,925,176 Discovery Services 348,344 151,285 Allowance for doubtful accounts (464,090 ) (251,176 ) $ 5,165,093 $ 5,028,620 Allowance for Doubtful Accounts Balance, December 31, 2014 $ 251,176 Bad debt provision 212,914 Balance, September 30, 2015 $ 464,090 |
Schedule of Clinical Services Revenue (as a percent of total revenue) | The breakdown of our Clinical Services revenue (as a percent of total revenue) is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Medicare 12% 9% 8% 13% Other insurers 7% 14% 7% 21% Other healthcare facilities 9% 15% 8% 19% 28% 38% 23% 53% |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic net loss and diluted net loss per share data were computed as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Numerator: Net (loss) for basic earnings per share $ (5,212,014 ) $ (4,797,062 ) $ (14,470,164 ) $ (11,469,659 ) Change in fair value of warrant liability 214,000 129,000 18,000 324,000 Net (loss) for diluted earnings per share $ (5,426,014 ) $ (4,926,062 ) $ (14,488,164 ) $ (11,793,659 ) Denominator: Weighted-average basic common shares outstanding 9,726,067 9,575,789 9,714,824 9,386,613 Assumed conversion of dilutive securities: Common stock purchase warrants 1,530 — 1,390 16,632 Potentially dilutive common shares 1,530 — 1,390 16,632 Denominator for diluted earnings per share – adjusted weighted-average shares 9,727,597 9,575,789 9,716,214 9,403,245 Basic net (loss) per share $ (0.54 ) $ (0.50 ) $ (1.49 ) $ (1.22 ) Diluted net (loss) per share $ (0.56 ) $ (0.51 ) $ (1.49 ) $ (1.25 ) |
Summary of Potentially Dilutive Adjustments to Weighted Average Number of Common Shares Excluded from Calculation | The following table summarizes equivalent units outstanding that were excluded from the earnings per share calculation because their effects were anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Common stock purchase warrants 1,041,725 1,531,696 1,041,725 1,531,696 Stock options 2,008,466 1,461,724 2,008,466 1,461,724 Restricted shares of common stock 132,167 105,833 132,167 105,833 3,182,358 3,099,253 3,182,358 3,099,253 |
Bank Term Note and Line of Cr24
Bank Term Note and Line of Credit (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | The following is a summary of long-term debt as of September 30, 2015 : September 30, Term Note, principal balance $ 6,000,000 Less unamortized debt issuance costs 27,884 Term Note, net 5,972,116 Less current maturities 833,333 Long-term portion $ 5,138,783 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Employee and Nonemployee Stock Option Activity | A summary of employee and non-employee stock option activity for the nine months ended September 30, 2015 is as follows: Options Outstanding Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Number of Shares Weighted- Average Exercise Price Outstanding January 1, 2015 1,839,458 $ 10.58 8.49 $ 618,250 Granted 292,150 9.91 Exercised (4,371 ) 5.37 Canceled or expired (118,771 ) 9.63 Outstanding September 30, 2015 2,008,466 $ 10.55 7.93 $ 1,313,377 Exercisable September 30, 2015 881,027 $ 9.89 6.66 $ 862,492 |
Weighted-Average Assumptions Used to Estimate Fair Value of Options Granted | The following table presents the weighted-average assumptions used to estimate the fair value of options granted to employees during the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Volatility 55.71 % 75.02 % 61.16 % 75.04 % Risk free interest rate 1.63 % 2.02 % 1.65 % 1.84 % Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Term (years) 6.16 6.29 6.15 6.10 Weighted-average fair value of options granted during the period 5.41 6.13 5.65 6.86 The following table presents the weighted-average assumptions used to estimate the fair value of options reaching their measurement date for non-employees during the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Volatility 69.56 % 71.30 % 69.97 % 71.87 % Risk free interest rate 2.02 % 2.43 % 2.11 % 2.53 % Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Term (years) 8.58 9.58 8.84 9.79 |
Nonvested Restricted Stock Shares Activity | The following table summarizes the activities for our non-vested restricted stock awards for the nine months ended September 30, 2015 : Non-vested Restricted Stock Awards Number of Weighted-Average Grant Date Fair Value Non-vested at January 1, 2015 132,500 $ 8.14 Granted 43,000 9.70 Vested (33,333 ) 9.27 Canceled (10,000 ) $ 8.42 Non-vested at September 30, 2015 132,167 $ 8.36 |
Effects of Stock-Based Compensation Related to Stock Option Awards | The following table presents the effects of stock-based compensation related to stock option and restricted stock awards to employees and non-employees on our Statement of Operations during the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Cost of revenues $ 59,081 $ 26,200 $ 163,006 $ 67,109 Research and development 92,726 188,633 316,306 345,803 General and administrative 530,301 593,715 1,585,869 1,615,359 Sales and marketing 41,820 27,551 112,373 101,609 Total stock-based compensation $ 723,928 $ 836,099 $ 2,177,554 $ 2,129,880 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Summary of Warrant Activity | The following table summarizes the warrant activity for the nine months ended September 30, 2015 : Issued With / For Exercise Warrants 2015 Warrants Expired Warrants Outstanding September 30, 2015 Non-Derivative Warrants: Financing $ 10.00 243,334 — 243,334 Financing 15.00 436,079 — 436,079 Debt guarantee 15.00 352,312 — 352,312 Consulting 10.00 29,138 (19,138 ) 10,000 Total non-derivative warrants $ 13.78 B 1,060,863 (19,138 ) 1,041,725 Derivative Warrants: Financing $ 10.00 A 60,000 — 60,000 Series B pref. stock 10.00 A 15,015 — 15,015 Consulting 10.00 A 200 — 200 Total derivative warrants 10.00 B 75,215 — 75,215 Total $ 13.53 B 1,136,078 (19,138 ) 1,116,940 A These warrants are subject to fair value accounting and contain an exercise price adjustment feature. See Note 8. Assuming the offering described in Note 14 closes, the exercise price of these warrants will adjust to $4.00 on November 12, 2015. B Weighted-average exercise prices are as of September 30, 2015 . |
Fair Value of Warrants (Tables)
Fair Value of Warrants (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Summary of Derivative Warrant Activity | The following table summarizes the derivative warrant activity subject to fair value accounting for the nine months ended September 30, 2015 : Issued with/for Fair value of Change in Fair value of Series B preferred stock $ 8,000 $ (6,000 ) $ 2,000 Financing 44,000 (12,000 ) 32,000 $ 52,000 $ (18,000 ) $ 34,000 |
Assumptions Used in Computing Fair Value of Derivative Warrants | The following tables summarize the assumptions used in computing the fair value of derivative warrants subject to fair value accounting at the date of issue or exercise during the nine months ended September 30, 2015 and 2014 , and at September 30, 2015 and December 31, 2014 . Issued with Debt Guarantee Exercised During the Nine Months Ended September 30, 2014 Exercise price $ 10.00 Expected life (years) 0.60 Expected volatility 49.01 % Risk-free interest rate 0.08 % Expected dividend yield — % Issued with Series B Preferred Shares As of September 30, 2015 As of December 31, 2014 Exercised During the Nine Months Ended September 30, 2014 Exercise price $ 10.00 $ 10.00 $ 10.00 Expected life (years) 0.13 0.88 1.72 Expected volatility 57.27 % 49.95 % 46.60 % Risk-free interest rate — % 0.25 % 0.33 % Expected dividend yield — % — % — % Issued for Consulting As of September 30, 2015 As of December 31, 2014 Exercise price $ 10.00 $ 10.00 Expected life (years) 0.39 1.14 Expected volatility 49.38 % 49.25 % Risk-free interest rate 0.08 % 0.25 % Expected dividend yield — % — % Issued with Financing As of September 30, 2015 As of December 31, 2014 Exercised During the Nine Months Ended September 30, 2014 Exercise price $ 10.00 $ 10.00 $ 13.34 Expected life (years) 0.48 1.23 9.78 Expected volatility 49.99 % 50.23 % 74.70 % Risk-free interest rate 0.08 % 0.25 % 1.95 % Expected dividend yield — % — % — % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes the financial liabilities measured at fair value on a recurring basis segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value: September 30, 2015 Total Quoted Prices in Significant Other Significant Warrant liability $ 34,000 $ — $ — $ 34,000 Gentris contingent consideration 45,000 — — 45,000 Note payable to VenturEast 626,101 — — 626,101 $ 705,101 $ — $ — $ 705,101 December 31, 2014 Total Quoted Prices in Significant Other Significant Warrant liability $ 52,000 $ — $ — $ 52,000 Gentris contingent consideration 293,400 — — 293,400 Note payable to VenturEast 534,828 — — 534,828 $ 880,228 $ — $ — $ 880,228 |
Schedule of Fair Value Notes Payable and Contingent Consideration of Business Acquisitions | The following table summarizes the activity of the notes payable to VenturEast and Gentris consideration which were measured at fair value using Level 3 inputs: Note Payable Gentris Contingent to VenturEast Consideration Fair value at December 31, 2014 $ 534,828 $ 293,400 Change in fair value 91,273 (162,000 ) Partial settlement of liability $ — (86,400 ) Fair value at September 30, 2015 $ 626,101 $ 45,000 |
Organization, Description of 29
Organization, Description of Business, Basis of Presentation and Acquisition - Additional Information (Detail) - USD ($) | Oct. 09, 2015 | Aug. 18, 2014 | Jul. 16, 2014 | Sep. 30, 2015 | Sep. 30, 2015 |
Gentris [Member] | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 4,800,000 | ||||
Goodwill impairment loss | $ 0 | ||||
BioServe [Member] | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 1,100,000 | ||||
Goodwill impairment loss | 0 | ||||
Adjustment to goodwill | 193,000 | ||||
Adjustment to fixed assets | (136,000) | ||||
Adjustment to other assets | (38,000) | ||||
Adjustment to other current assets | (19,000) | ||||
BioServe and Gentris [Member] | |||||
Acquisition [Abstract] | |||||
Pro forma revenue of acquirees since acquisition date | $ 1,728,238 | 5,357,382 | |||
Pro forma earnings (loss) of acquirees since acquisition date | $ (1,043,224) | $ (2,202,254) | |||
Subsequent Event [Member] | Response Genetics, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 13,400,000 | ||||
Acquisition [Abstract] | |||||
Consideration transferred, amount paid in cash | $ 7,000,000 | ||||
Consideration transferred, common stock paid (in shares) | 788,584 | ||||
Consideration transferred, common stock value | $ 6,400,000 |
Organization, Description of 30
Organization, Description of Business, Basis of Presentation and Acquisition - BioServe Assets & Liabilities Assumed (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | Aug. 18, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $ 3,187,495 | $ 3,187,495 | |
BioServe [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 151,002 | ||
Other current assets | 102,064 | ||
Fixed assets | 488,481 | ||
Other assets | 378,440 | ||
Goodwill | 734,925 | ||
Current liabilities | (758,614) | ||
Other liabilities | (22,049) | ||
Total Purchase Price | $ 1,074,249 |
Organization, Description of 31
Organization, Description of Business, Basis of Presentation and Acquisition - Pro Forma (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
BioServe and Gentris [Member] | ||||
Pro Forma Financial Information | ||||
Revenue | $ 3,493,345 | $ 10,329,910 | ||
Net loss | $ (6,039,858) | $ (13,325,068) | ||
Basic net loss per share (usd per share) | $ (0.63) | $ (1.40) | ||
Dilutive net loss per share (usd per share) | $ (0.64) | $ (1.43) | ||
Response Genetics, Inc. [Member] | ||||
Pro Forma Financial Information | ||||
Revenue | $ 6,879,587 | $ 7,686,841 | $ 23,043,458 | $ 18,805,055 |
Net loss | $ (10,353,822) | $ (8,181,903) | $ (27,522,585) | $ (21,450,482) |
Basic net loss per share (usd per share) | $ (0.98) | $ (0.79) | $ (2.62) | $ (2.11) |
Dilutive net loss per share (usd per share) | $ (1) | $ (0.80) | $ (2.62) | $ (2.14) |
Organization, Description of 32
Organization, Description of Business, Basis of Presentation and Acquisition - Response Genetics Assets & Liabilities Assumed (Details) - USD ($) | Oct. 09, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $ 3,187,495 | $ 3,187,495 | |
Subsequent Event [Member] | Response Genetics, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 350,000 | ||
Prepaid expenses and other current assets | 500,000 | ||
Property and equipment | 1,000,000 | ||
Intangible assets | 550,000 | ||
Goodwill | 11,550,000 | ||
Accrued expenses | (425,000) | ||
Obligations under capital leases | (125,000) | ||
Total Purchase Price | $ 13,400,000 |
Revenue and Accounts Receivab33
Revenue and Accounts Receivable - Schedule of Revenue by Service Type (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Revenue | $ 4,000,332 | $ 3,221,850 | $ 12,555,806 | $ 6,163,895 |
Biopharma Services [Member] | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Revenue | 2,608,427 | 1,930,799 | 8,614,441 | 2,830,687 |
Clinical Services [Member] | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Revenue | 1,149,241 | 1,237,831 | 3,273,585 | 3,279,988 |
Discovery Services [Member] | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Revenue | $ 242,664 | $ 53,220 | $ 667,780 | $ 53,220 |
Revenue and Accounts Receivab34
Revenue and Accounts Receivable - Schedule of Accounts Receivable by Service Type (Detail) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for doubtful accounts | $ (464,090) | $ (251,176) |
Accounts receivable, net | 5,165,093 | 5,028,620 |
Biopharma Services [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 2,879,064 | 3,203,335 |
Clinical Services [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 2,401,775 | 1,925,176 |
Discovery Services [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 348,344 | $ 151,285 |
Revenue and Accounts Receivab35
Revenue and Accounts Receivable - Allowance for Doubtful Accounts (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Balance, December 31, 2014 | $ 251,176 | |
Bad debt provision | 212,914 | $ 0 |
Balance, September 30, 2015 | $ 464,090 |
Revenue and Accounts Receivab36
Revenue and Accounts Receivable - Schedule of Product Information (Details) - Payor [Member] - Sales Revenue, Net [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Product Information [Line Items] | ||||
Percentage of revenue | 28.00% | 38.00% | 23.00% | 53.00% |
Medicare [Member] | ||||
Product Information [Line Items] | ||||
Percentage of revenue | 12.00% | 9.00% | 8.00% | 13.00% |
Other insurers [Member] | ||||
Product Information [Line Items] | ||||
Percentage of revenue | 7.00% | 14.00% | 7.00% | 21.00% |
Other healthcare facilities [Member] | ||||
Product Information [Line Items] | ||||
Percentage of revenue | 9.00% | 15.00% | 8.00% | 19.00% |
Revenue and Accounts Receivab37
Revenue and Accounts Receivable - Additional Information (Detail) - company | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Number of companies accounted for approximately 10% or more of our revenue | 2 | 2 | 2 | 1 |
Payor [Member] | Testing Volume [Member] | Clinical Testing [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Percentage of benchmark | 59.00% | 59.00% | 80.00% | 58.00% |
Payor [Member] | Testing Volume [Member] | Community Hospitals [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Percentage of benchmark | 27.00% | 45.00% | 31.00% | 40.00% |
Payor [Member] | Sales [Member] | 10% or More Clinical Revenue [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Percentage of benchmark | 22.00% | |||
Payor [Member] | Sales [Member] | Customer One [Member] | 10% or More Clinical Revenue [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Percentage of benchmark | 15.00% | 17.00% | 23.00% | |
Payor [Member] | Sales [Member] | Customer Two [Member] | 10% or More Clinical Revenue [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Percentage of benchmark | 11.00% | 12.00% | 11.00% |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Basic and Diluted Earnings Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net (loss) for basic earnings per share | $ (5,212,014) | $ (4,797,062) | $ (14,470,164) | $ (11,469,659) |
Change in fair value of warrant liability | 214,000 | 129,000 | 18,000 | 324,000 |
Net (loss) for diluted earnings per share | $ (5,426,014) | $ (4,926,062) | $ (14,488,164) | $ (11,793,659) |
Weighted-average basic common shares outstanding (in shares) | 9,726,067 | 9,575,789 | 9,714,824 | 9,386,613 |
Common stock purchase warrants (in shares) | 1,530 | 0 | 1,390 | 16,632 |
Potentially dilutive common shares (in shares) | 1,530 | 0 | 1,390 | 16,632 |
Denominator for diluted earnings per share – adjusted weighted-average shares (in shares) | 9,727,597 | 9,575,789 | 9,716,214 | 9,403,245 |
Basic net (loss) per share (usd per share) | $ (0.54) | $ (0.50) | $ (1.49) | $ (1.22) |
Diluted net (loss) per share (usd per share) | $ (0.56) | $ (0.51) | $ (1.49) | $ (1.25) |
Earnings Per Share - Summary 39
Earnings Per Share - Summary of Potentially Dilutive Adjustments to Weighted Average Number of Common Shares Excluded from Calculation (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from calculation (in shares) | 3,182,358 | 3,099,253 | 3,182,358 | 3,099,253 |
Common Stock Purchase Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from calculation (in shares) | 1,041,725 | 1,531,696 | 1,041,725 | 1,531,696 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from calculation (in shares) | 2,008,466 | 1,461,724 | 2,008,466 | 1,461,724 |
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from calculation (in shares) | 132,167 | 105,833 | 132,167 | 105,833 |
Bank Term Note and Line of Cr40
Bank Term Note and Line of Credit - Additional Information (Details) - USD ($) | May. 07, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||
Line of credit, principal balance | $ 0 | $ 6,000,000 | |
Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Term Note, principal balance | $ 6,000,000 | ||
Periodic principal payment | $ 167,000 | ||
Stated interest rate, minimum | 5.25% | ||
Deferred interest due upon maturity | $ 180,000 | ||
Term Note, principal balance | $ 6,000,000 | 6,000,000 | |
Maturities of Long-term Debt [Abstract] | |||
2,016 | 1,333,333 | ||
2,017 | 2,000,000 | ||
2,018 | 2,000,000 | ||
2,019 | 666,667 | ||
Secured Debt [Member] | Prime Rate [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.00% | ||
Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit, maximum borrowing capacity | $ 4,000,000 | ||
Line of credit, maximum borrowing capacity, percent of accounts receivable | 80.00% | ||
Line of credit, principal balance | $ 0 | ||
Line of Credit [Member] | Prime Rate [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.50% |
Bank Term Note and Line of Cr41
Bank Term Note and Line of Credit - Schedule of Long-Term Debt (Details) - Secured Debt [Member] - USD ($) | Sep. 30, 2015 | May. 07, 2015 |
Debt Instrument [Line Items] | ||
Term Note, principal balance | $ 6,000,000 | $ 6,000,000 |
Less unamortized debt issuance costs | 27,884 | |
Term Note, net | 5,972,116 | |
Less current maturities | 833,333 | |
Long-term portion | $ 5,138,783 |
Sale of Net Operating Loss - Ad
Sale of Net Operating Loss - Additional Information (Detail) - State and Local Jurisdiction [Member] | 1 Months Ended |
Jan. 31, 2014USD ($) | |
Tax Credit Carryforward [Line Items] | |
NOL carryforwards sold | $ 22,301,643 |
Proceeds from sale of NOL carryforwards | $ 1,813,941 |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
May. 31, 2014$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)stock_plan$ / sharesshares | Sep. 30, 2014USD ($) | May. 14, 2015shares | Dec. 31, 2014$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of equity incentive plans | stock_plan | 2 | ||||||
Options granted maximum exercisable period | 10 years | ||||||
Stock appreciation rights | shares | 0 | ||||||
Restricted stock awarded | shares | 270,500 | ||||||
Fair value of common stock | $ / shares | $ 7.82 | $ 7.82 | $ 6.68 | ||||
Proceeds from option exercises | $ 1,000 | $ 23,480 | $ 79,018 | ||||
Intrinsic value | $ 1,000 | $ 25,000 | |||||
Non-Employee [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost related to non-vested stock options granted | 536,138 | $ 536,138 | |||||
Unrecognized compensation cost related to non-vested stock options granted expect to recognize, period (in years) | 2 years 3 months | ||||||
Employees [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost related to non-vested stock options granted | $ 5,536,069 | $ 5,536,069 | |||||
Unrecognized compensation cost related to non-vested stock options granted expect to recognize, period (in years) | 3 years 3 months 26 days | ||||||
Director [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Issuance of shares under stock options issued | shares | 200,000 | ||||||
Exercise price of options exchanged | $ / shares | $ 15.89 | ||||||
2011 Equity Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized | shares | 2,650,000 | ||||||
Shares available for future awards | shares | 825,100 | 825,100 | |||||
2008 Stock Option Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares available for future awards | shares | 93,616 | 93,616 | |||||
Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost related to non-vested stock options granted expect to recognize, period (in years) | 2 years 7 months 21 days | ||||||
Unrecognized compensation cost | $ 838,146 | $ 838,146 | |||||
Restricted Stock [Member] | Non-Employee [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost related to non-vested stock options granted expect to recognize, period (in years) | 11 days | ||||||
Unrecognized compensation cost | $ 536 | $ 536 |
Equity Incentive Plans - Summar
Equity Incentive Plans - Summary of Employee and Nonemployee Stock Option Activity (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Options Outstanding, Number of Shares Outstanding | ||
Outstanding, beginning balance (in shares) | 1,839,458 | |
Granted (in shares) | 292,150 | |
Exercised (in shares) | (4,371) | |
Canceled or expired (in shares) | (118,771) | |
Outstanding, ending balance (in shares) | 2,008,466 | 1,839,458 |
Exercisable | 881,027 | |
Options Outstanding, Weighted-Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 10.58 | |
Granted (in dollars per share) | 9.91 | |
Exercised (In dollars per share) | 5.37 | |
Cancelled or expired (in dollars per share) | 9.63 | |
Outstanding, ending balance (in dollars per share) | 10.55 | $ 10.58 |
Exercisable (in dollars per share) | $ 9.89 | |
Weighted-Average Remaining Contractual Term (in years) | ||
Outstanding | 7 years 11 months 5 days | 8 years 5 months 27 days |
Exercisable | 6 years 7 months 28 days | |
Aggregate Intrinsic Value | ||
Outstanding, beginning balance | $ 618,250 | |
Outstanding, ending balance | 1,313,377 | $ 618,250 |
Exercisable | $ 862,492 |
Equity Incentive Plans - Weight
Equity Incentive Plans - Weighted-Average Assumptions Used to Estimate Fair Value of Options Granted (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Volatility | 55.71% | 75.02% | 61.16% | 75.04% |
Risk free interest rate | 1.63% | 2.02% | 1.65% | 1.84% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Term (years) | 6 years 1 month 28 days | 6 years 3 months 15 days | 6 years 1 month 24 days | 6 years 1 month 6 days |
Weighted-average fair value of options granted during the period | $ 5.41 | $ 6.13 | $ 5.65 | $ 6.86 |
Non-Employee [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Volatility | 69.56% | 71.30% | 69.97% | 71.87% |
Risk free interest rate | 2.02% | 2.43% | 2.11% | 2.53% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Term (years) | 8 years 6 months 29 days | 9 years 6 months 29 days | 8 years 10 months 2 days | 9 years 9 months 15 days |
Equity Incentive Plans - Restri
Equity Incentive Plans - Restricted Stock Award Activity (Details) - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Number of Shares (in shares): | |
Non-vested at January 1, 2015 (in shares) | 132,500 |
Granted (in shares) | 43,000 |
Vested (in shares) | (33,333) |
Canceled (in shares) | (10,000) |
Non-vested at September 30, 2015 (in shares) | 132,167 |
Weighted-Average Grant Date Fair Value (in dollars per share): | |
Non-vested at January 1, 2015 (in dollars per share) | $ / shares | $ 8.14 |
Granted (in dollars per share) | $ / shares | 9.70 |
Vested (in dollars per share) | $ / shares | 9.27 |
Canceled (in dollars per share) | $ / shares | 8.42 |
Non-vested at September 30, 2015 (in dollars per share) | $ / shares | $ 8.36 |
Equity Incentive Plans - Effect
Equity Incentive Plans - Effects of Stock-Based Compensation Related to Stock Option Awards (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation | $ 723,928 | $ 836,099 | $ 2,177,554 | $ 2,129,880 |
Cost of Revenues [Member] | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation | 59,081 | 26,200 | 163,006 | 67,109 |
Research and Development [Member] | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation | 92,726 | 188,633 | 316,306 | 345,803 |
General and Administrative [Member] | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation | 530,301 | 593,715 | 1,585,869 | 1,615,359 |
Sales and Marketing [Member] | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation | $ 41,820 | $ 27,551 | $ 112,373 | $ 101,609 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 12, 2015 | |
Class of Warrant or Right [Line Items] | ||
Warrants, Exercise Price (usd per share) | $ 13.53 | |
Class of Warrants Outstanding [Roll Forward] | ||
Warrants outstanding, beginning balance (in shares) | 1,136,078 | |
Warrants exercised (in shares) | (19,138) | |
Warrants outstanding, ending balance (in shares) | 1,116,940 | |
Warrant Issued With [Member] | Warrants Other Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Exercise Price (usd per share) | $ 13.78 | |
Class of Warrants Outstanding [Roll Forward] | ||
Warrants outstanding, beginning balance (in shares) | 1,060,863 | |
Warrants exercised (in shares) | (19,138) | |
Warrants outstanding, ending balance (in shares) | 1,041,725 | |
Warrant Issued For [Member] | Warrant Derivative [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Exercise Price (usd per share) | $ 10 | |
Class of Warrants Outstanding [Roll Forward] | ||
Warrants outstanding, beginning balance (in shares) | 75,215 | |
Warrants exercised (in shares) | 0 | |
Warrants outstanding, ending balance (in shares) | 75,215 | |
Debt Guarantee [Member] | Warrant Issued With [Member] | Warrants Other Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Exercise Price (usd per share) | $ 15 | |
Class of Warrants Outstanding [Roll Forward] | ||
Warrants outstanding, beginning balance (in shares) | 352,312 | |
Warrants exercised (in shares) | 0 | |
Warrants outstanding, ending balance (in shares) | 352,312 | |
Series B Preferred Stock [Member] | Warrant Issued For [Member] | Warrant Derivative [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Exercise Price (usd per share) | $ 10 | |
Class of Warrants Outstanding [Roll Forward] | ||
Warrants outstanding, beginning balance (in shares) | 15,015 | |
Warrants exercised (in shares) | 0 | |
Warrants outstanding, ending balance (in shares) | 15,015 | |
Financing [Member] | Warrant Issued With [Member] | Warrants Other Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Exercise Price (usd per share) | $ 10 | |
Class of Warrants Outstanding [Roll Forward] | ||
Warrants outstanding, beginning balance (in shares) | 243,334 | |
Warrants exercised (in shares) | 0 | |
Warrants outstanding, ending balance (in shares) | 243,334 | |
Financing [Member] | Warrant Issued With [Member] | Warrants Other Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Exercise Price (usd per share) | $ 15 | |
Class of Warrants Outstanding [Roll Forward] | ||
Warrants outstanding, beginning balance (in shares) | 436,079 | |
Warrants exercised (in shares) | 0 | |
Warrants outstanding, ending balance (in shares) | 436,079 | |
Consulting [Member] | Warrant Issued With [Member] | Warrants Other Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Exercise Price (usd per share) | $ 10 | |
Class of Warrants Outstanding [Roll Forward] | ||
Warrants outstanding, beginning balance (in shares) | 29,138 | |
Warrants exercised (in shares) | (19,138) | |
Warrants outstanding, ending balance (in shares) | 10,000 | |
Financing [Member] | Warrant Issued For [Member] | Warrant Derivative [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Exercise Price (usd per share) | $ 10 | |
Class of Warrants Outstanding [Roll Forward] | ||
Warrants outstanding, beginning balance (in shares) | 60,000 | |
Warrants exercised (in shares) | 0 | |
Warrants outstanding, ending balance (in shares) | 60,000 | |
Consulting [Member] | Warrant Issued For [Member] | Warrant Derivative [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Exercise Price (usd per share) | $ 10 | |
Class of Warrants Outstanding [Roll Forward] | ||
Warrants outstanding, beginning balance (in shares) | 200 | |
Warrants exercised (in shares) | 0 | |
Warrants outstanding, ending balance (in shares) | 200 | |
Subsequent Event [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrant (usd per share) | $ 4 |
Fair Value of Warrants - Additi
Fair Value of Warrants - Additional Information (Detail) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Class of Warrant or Right [Line Items] | ||
Fair value of warrants issue price (usd per share) | $ 7.82 | $ 6.68 |
Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Fair value of stock prices in computing fair value for warrants exercised (usd per share) | 15.20 | |
Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Fair value of stock prices in computing fair value for warrants exercised (usd per share) | $ 19.86 |
Fair Value of Warrants - Summar
Fair Value of Warrants - Summary of Derivative Warrant Activity (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Class of Warrants Outstanding [Roll Forward] | ||
Fair value of warrants outstanding as of December 31, 2014 | $ 52,000 | |
Change in fair value of warrant liability | (18,000) | $ (324,000) |
Fair value of warrants outstanding as of September 30, 2015 | 34,000 | |
Financing [Member] | ||
Class of Warrants Outstanding [Roll Forward] | ||
Fair value of warrants outstanding as of December 31, 2014 | 44,000 | |
Change in fair value of warrant liability | (12,000) | |
Fair value of warrants outstanding as of September 30, 2015 | 32,000 | |
Series B Preferred Stock [Member] | ||
Class of Warrants Outstanding [Roll Forward] | ||
Fair value of warrants outstanding as of December 31, 2014 | 8,000 | |
Change in fair value of warrant liability | (6,000) | |
Fair value of warrants outstanding as of September 30, 2015 | $ 2,000 |
Fair Value of Warrants - Assump
Fair Value of Warrants - Assumptions Used in Computing Fair Value of Derivative Warrants (Detail) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Series B Preferred Stock [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price (usd per share) | $ 10 | $ 10 | $ 10 |
Expected life (years) | 1 month 17 days | 1 year 8 months 19 days | 10 months 17 days |
Expected volatility (as percent) | 57.27% | 46.60% | 49.95% |
Risk-free interest rate (as percent) | 0.00% | 0.33% | 0.25% |
Expected dividend yield (as percent) | 0.00% | 0.00% | 0.00% |
Debt Guarantee [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price (usd per share) | $ 10 | ||
Expected life (years) | 7 months 6 days | ||
Expected volatility (as percent) | 49.01% | ||
Risk-free interest rate (as percent) | 0.08% | ||
Expected dividend yield (as percent) | 0.00% | ||
Consulting [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price (usd per share) | $ 10 | $ 10 | |
Expected life (years) | 4 months 21 days | 1 year 1 month 21 days | |
Expected volatility (as percent) | 49.38% | 49.25% | |
Risk-free interest rate (as percent) | 0.08% | 0.25% | |
Expected dividend yield (as percent) | 0.00% | 0.00% | |
Financing [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price (usd per share) | $ 10 | $ 13.34 | $ 10 |
Expected life (years) | 5 months 23 days | 9 years 9 months 11 days | 1 year 2 months 23 days |
Expected volatility (as percent) | 49.99% | 74.70% | 50.23% |
Risk-free interest rate (as percent) | 0.08% | 1.95% | 0.25% |
Expected dividend yield (as percent) | 0.00% | 0.00% | 0.00% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair value measurements, recurring [Member] - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 34,000 | $ 52,000 |
Total liabilities fair value | 705,101 | 880,228 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Total liabilities fair value | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Total liabilities fair value | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 34,000 | 52,000 |
Total liabilities fair value | 705,101 | 880,228 |
Gentris [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 45,000 | 293,400 |
Gentris [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | 0 |
Gentris [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | 0 |
Gentris [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 45,000 | 293,400 |
BioServe [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Note payable to VenturEast | 626,101 | 534,828 |
BioServe [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Note payable to VenturEast | 0 | 0 |
BioServe [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Note payable to VenturEast | 0 | 0 |
BioServe [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Note payable to VenturEast | $ 626,101 | $ 534,828 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Change in fair value of acquisition note payable | $ 315,453 | $ 0 | $ (90,714) | $ 0 |
Gentris [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Change in fair value of acquisition note payable | 162,000 | 0 | ||
BioServe [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Change in fair value of acquisition note payable | (90,714) | $ 0 | ||
VenturEast [Member] | BioServe [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Change in fair value of acquisition note payable | $ 315,000 | $ (91,000) | ||
Number of shares associated with notes payable | 84,278 |
Fair Value Measurements - Sum54
Fair Value Measurements - Summary of Fair Value of Notes Payable (Details) - Contingent Consideration Liability [Member] - Fair Value, Inputs, Level 3 [Member] - Fair value measurements, recurring [Member] | 9 Months Ended |
Sep. 30, 2015USD ($) | |
BioServe [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Beginning balance | $ 534,828 |
Change in fair value | 91,273 |
Partial settlement of liability | 0 |
Ending balance | 626,101 |
Gentris [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Beginning balance | 293,400 |
Change in fair value | (162,000) |
Partial settlement of liability | (86,400) |
Ending balance | $ 45,000 |
Joint Venture Agreement - Addit
Joint Venture Agreement - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Oct. 31, 2013 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | May. 31, 2013 | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment in JV (up to) | $ 0 | $ 1,000,000 | |||||||
Common stock, shares issued (in shares) | 10,000 | 9,861,340 | 9,861,340 | 9,821,169 | |||||
Additional expense related to shares issued | $ 175,000 | $ 231,000 | |||||||
Joint venture net loss | $ 747,519 | 659,426 | |||||||
Joint Venture Agreement [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Percentage of outstanding membership interests in joint venture | 50.00% | ||||||||
Investment in JV (up to) | $ 1,000,000 | $ 1,000,000 | |||||||
Fair value of capital contribution in joint venture | $ 6,000,000 | 6,000,000 | |||||||
Joint Venture Agreement [Member] | Maximum [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment in JV (up to) | 4,000,000 | ||||||||
Joint Venture Agreement [Member] | Scenario, Forecast [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment in JV (up to) | $ 1,000,000 | ||||||||
Research and Development [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Joint venture net loss | 343,000 | $ 349,000 | 748,000 | $ 659,000 | |||||
Equity Method Investee [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Due from related parties, current | $ 0 | $ 0 | $ 10,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Oct. 14, 2015installmentshares | Apr. 01, 2014USD ($) | Jan. 06, 2014USD ($)installmentshares | Sep. 15, 2010USD ($) | Aug. 31, 2010USD ($) | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($) | Mar. 31, 2014extensionshares | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($)patentshares | Oct. 31, 2013shares |
Related Party Transaction [Line Items] | ||||||||||||
Number of revolving line of credit extensions facility | extension | 8 | |||||||||||
Warrants exercised (in shares) | 19,138 | |||||||||||
Convertible shares issued to common stock | 9,861,340 | 9,861,340 | 9,821,169 | 10,000 | ||||||||
Shares granted (in shares) | 292,150 | |||||||||||
Consulting agreement period | 3 years | |||||||||||
Financial Guarantee [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock purchased | 284,000 | |||||||||||
Warrants exercised (in shares) | 440,113 | |||||||||||
John Pappajohn [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock purchased | 202,630 | 202,630 | ||||||||||
Warrants adjusted in conjunction with IPO | 436,079 | 436,079 | ||||||||||
Warrants outstanding per share (usd per share) | $ / shares | $ 15 | $ 15 | ||||||||||
Additional amount of loan received | $ | $ 6,750,000 | |||||||||||
John Pappajohn [Member] | Financial Guarantee [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock purchased | 1,051,506 | |||||||||||
Warrants adjusted in conjunction with IPO | 352,312 | 352,312 | ||||||||||
Warrants outstanding per share (usd per share) | $ / shares | $ 15 | $ 15 | ||||||||||
John Pappajohn [Member] | IPO [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Convertible shares issued to common stock | 675,000 | 675,000 | ||||||||||
Conversion price of notes | $ / shares | $ 10 | $ 10 | ||||||||||
Chairman of the Board [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Compensation for serving as chairman of the board | $ | $ 100,000 | |||||||||||
Chairman of the Board [Member] | 2011 Equity Plan [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares granted (in shares) | 100,000 | |||||||||||
Equity Dynamics, Inc. [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Agreement with related party, fee | $ | $ 10,000 | $ 10,000 | ||||||||||
Agreement with related party, consulting fee | $ | $ 30,000 | $ 30,000 | $ 90,000 | $ 90,000 | ||||||||
Due to related party | $ | 0 | 0 | ||||||||||
Dr. Chaganti [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Agreement with related party, consulting fee | $ | $ 15,000 | 15,000 | 45,000 | 45,000 | ||||||||
Consulting and advisory services fee | $ | $ 5,000 | |||||||||||
Agreement with related party, one-time payment required | $ | $ 50,000 | |||||||||||
Agreement with related party, percentage of net revenues required to be paid | 1.00% | |||||||||||
Patents expense paid | $ | $ 150,000 | |||||||||||
Number of patents were issued | patent | 3 | |||||||||||
Dr. Chaganti [Member] | 2011 Equity Plan [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares granted (in shares) | 200,000 | |||||||||||
Common stock, shares purchased price per share | $ / shares | $ 15.89 | $ 15.89 | ||||||||||
Award vesting period | 4 years | |||||||||||
Compensation for Serving as Chairman of Board [Member] | Chairman of the Board [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Options granted period | 10 years | |||||||||||
Number of installments | installment | 2 | |||||||||||
Consulting and Advisory Agreement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Non-cash stock-based compensation expense | $ | $ 59,500 | $ 76,375 | $ 220,625 | $ 288,500 | ||||||||
Restricted Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Granted (in shares) | 43,000 | |||||||||||
Restricted Stock [Member] | Chairman of the Board [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Granted (in shares) | 25,000 | |||||||||||
Subsequent Event [Member] | Compensation for Serving on Board of Directors [Member] | Dr. Chaganti [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares granted (in shares) | 10,000 | |||||||||||
Number of installments | installment | 2 | |||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | Compensation for Serving as Chairman of Board [Member] | Chairman of the Board [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Granted (in shares) | 2,500 | |||||||||||
Shares granted (in shares) | 10,000 | |||||||||||
Number of installments | installment | 2 | |||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | Compensation for Serving on Board of Directors [Member] | Dr. Chaganti [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Granted (in shares) | 2,500 |
Cantor Sales Agreement (Details
Cantor Sales Agreement (Details) - USD ($) | Jul. 15, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Class of Stock [Line Items] | ||||
Stock issued during period, shares, new issues | 2,800 | |||
Proceeds from offering of common stock, net of offering costs | $ 34,000 | $ 33,526 | $ 0 | |
Lock up agreement term | 90 days | |||
Cantor Fitzgerald & Co. [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock maximum offering price (up to) | $ 20,000,000 | |||
Sales agent commission rate | 3.00% |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) | Nov. 06, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Nov. 12, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | ||||||
Stock issued during period, shares, new issues | 2,800 | |||||
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Proceeds from offering of common stock, net of offering costs | $ 34,000 | $ 33,526 | $ 0 | |||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Exercise price of warrant (usd per share) | $ 4 | |||||
Underwriting Agreement [Member] | Joseph Gunnar & Co., LLC and Feltl and Company, Inc. [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, par value (usd per share) | $ 0.0001 | |||||
Warrants issued to purchase common stock | 3,000,000 | |||||
Sale of stock, non-accountable expense allowance rate | 1.00% | |||||
Legal fees (up to) | $ 60,000 | |||||
Offering period | 90 days | |||||
Proceeds from offering of common stock, net of offering costs | $ 10,500,000 | |||||
Exercise price of warrant (usd per share) | $ 5 | |||||
Warrants issued, expiration period | 5 years | |||||
Over-Allotment Option [Member] | Joseph Gunnar & Co., LLC and Feltl and Company, Inc. [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Warrants issued to purchase common stock | 450,000 | |||||
Additional warrants available to be issued, contractual term | 45 days | |||||
Common Stock [Member] | Underwriting Agreement [Member] | Joseph Gunnar & Co., LLC and Feltl and Company, Inc. [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock issued during period, shares, new issues | 3,000,000 | |||||
Shares issued, price per share (usd per share) | $ 4 |