Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 01, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CGIX | ||
Entity Registrant Name | CANCER GENETICS, INC | ||
Entity Central Index Key | 1,349,929 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 18,935,594 | ||
Entity Public Float | $ 27 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 9,502 | $ 19,459 |
Accounts receivable, net of allowance for doubtful accounts of 2016 $1,387; 2015 $664 | 11,748 | 6,621 |
Other current assets | 2,174 | 2,118 |
Total current assets | 23,424 | 28,198 |
FIXED ASSETS, net of accumulated depreciation | 4,738 | 6,069 |
OTHER ASSETS | ||
Restricted cash | 300 | 300 |
Patents and other intangible assets, net of accumulated amortization | 1,503 | 1,727 |
Investment in joint venture | 268 | 341 |
Goodwill | 12,029 | 12,029 |
Other | 172 | 220 |
Total other assets | 14,272 | 14,617 |
Total Assets | 42,434 | 48,884 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 8,148 | 7,579 |
Obligations under capital leases, current portion | 109 | 122 |
Deferred revenue | 789 | 831 |
Bank term note, current portion | 2,000 | 1,333 |
Total current liabilities | 11,046 | 9,865 |
Bank term note | 2,654 | 4,642 |
Obligations under capital leases | 374 | 276 |
Deferred rent payable and other | 290 | 315 |
Warrant liability | 2,018 | 17 |
Deferred revenue, long-term | 428 | 752 |
Total Liabilities | 16,810 | 15,867 |
STOCKHOLDERS’ EQUITY | ||
Preferred stock, authorized 9,764 shares $0.0001 par value, none issued | 0 | 0 |
Common stock, authorized 100,000 shares, $0.0001 par value, 18,936 and 13,652 shares issued and outstanding as of December 31, 2016 and 2015, respectively | 2 | 1 |
Additional paid-in capital | 139,576 | 131,167 |
Accumulated deficit | (113,954) | (98,151) |
Total Stockholders’ Equity | 25,624 | 33,017 |
Total Liabilities and Stockholders’ Equity | $ 42,434 | $ 48,884 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 1,387 | $ 664 |
Preferred stock, shares authorized (shares) | 9,764,000 | 9,764,000 |
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (shares) | 0 | 0 |
Common stock, shares authorized (shares) | 100,000,000 | 100,000,000 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued (shares) | 18,936,000 | 13,652,000 |
Common stock, shares outstanding (shares) | 18,936,000 | 13,652,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 27,049 | $ 18,040 |
Cost of revenues | 17,104 | 14,098 |
Gross profit | 9,945 | 3,942 |
Operating expenses: | ||
Research and development | 5,967 | 5,483 |
General and administrative | 16,034 | 14,567 |
Sales and marketing | 4,668 | 5,269 |
Total operating expenses | 26,669 | 25,319 |
Loss from operations | (16,724) | (21,377) |
Other income (expense): | ||
Interest expense | (454) | (344) |
Interest income | 23 | 49 |
Change in fair value of warrant liability | 1,525 | 35 |
Change in fair value of acquisition note payable | 152 | 269 |
Other Expenses | (325) | 0 |
Total other income (expense) | 921 | 9 |
Loss before income taxes | (15,803) | (21,368) |
Income tax (benefit) | 0 | (1,184) |
Net (loss) | $ (15,803) | $ (20,184) |
Basic net (loss) per share (usd per share) | $ (1) | $ (1.96) |
Diluted net (loss) per share (usd per share) | $ (1) | $ (1.96) |
Basic weighted average shares outstanding (shares) | 15,861 | 10,298 |
Diluted weighted average shares outstanding (shares) | 15,861 | 10,299 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Gentris Corporation | Gentris CorporationCommon Stock | Gentris CorporationAdditional Paid-in Capital | BioServe | BioServeCommon Stock | BioServeAdditional Paid-in Capital | Employee | EmployeeCommon Stock | EmployeeAdditional Paid-in Capital | Non-Employee | Non-EmployeeCommon Stock | Non-EmployeeAdditional Paid-in Capital | 2015 Offering | 2015 OfferingCommon Stock | 2015 OfferingAdditional Paid-in Capital | 2016 Offering | 2016 OfferingCommon Stock | 2016 OfferingAdditional Paid-in Capital |
Beginning Balance (shares) at Dec. 31, 2014 | 9,821,000 | |||||||||||||||||||||
Beginning Balance at Dec. 31, 2014 | $ 34,554 | $ 1 | $ 112,520 | $ (77,967) | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Stock based compensation (shares) | 35,000 | 0 | ||||||||||||||||||||
Stock based compensation | $ 2,558 | $ 2,558 | $ 276 | $ 276 | ||||||||||||||||||
Exercise of warrants (shares) | 0 | |||||||||||||||||||||
Exercise of warrants | $ 1 | 1 | ||||||||||||||||||||
Exercise of options (shares) | 4,000 | 4,000 | ||||||||||||||||||||
Exercise of options | $ 23 | 23 | ||||||||||||||||||||
Issuance of common stock (shares) | 3,000 | 789,000 | 3,000,000 | |||||||||||||||||||
Issuance of common stock | $ 34 | $ 34 | $ 5,436 | $ 5,436 | $ 10,319 | $ 10,319 | ||||||||||||||||
Net loss | (20,184) | (20,184) | ||||||||||||||||||||
Ending Balance (shares) at Dec. 31, 2015 | 13,652,000 | |||||||||||||||||||||
Ending Balance at Dec. 31, 2015 | $ 33,017 | $ 1 | 131,167 | (98,151) | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Stock based compensation (shares) | 16,000 | |||||||||||||||||||||
Stock based compensation | $ 1,978 | $ 1,978 | $ 38 | $ 38 | ||||||||||||||||||
Exercise of options (shares) | 0 | |||||||||||||||||||||
Issuance of common stock (shares) | 50,000 | 5,218,000 | ||||||||||||||||||||
Issuance of common stock | $ 75 | 75 | $ 6,319 | $ 1 | $ 6,318 | |||||||||||||||||
Net loss | (15,803) | (15,803) | ||||||||||||||||||||
Ending Balance (shares) at Dec. 31, 2016 | 18,936,000 | |||||||||||||||||||||
Ending Balance at Dec. 31, 2016 | $ 25,624 | $ 2 | $ 139,576 | $ (113,954) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (15,803,000) | $ (20,184,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 2,032,000 | 1,503,000 |
Amortization | 343,000 | 159,000 |
Provision for bad debts | 723,000 | 413,000 |
Stock-based compensation | 2,016,000 | 2,834,000 |
Stock issued for consulting services | 75,000 | 0 |
Change in fair value of acquisition note payable | (152,000) | (269,000) |
Change in fair value of warrant liability | (1,525,000) | (35,000) |
Amortization of loan guarantee, financing fees and debt issuance costs | 12,000 | 8,000 |
Loss in equity-method investment | 73,000 | 707,000 |
Change in working capital components: | ||
Accounts receivable | (5,850,000) | (1,662,000) |
Other current assets | (56,000) | (384,000) |
Other non-current assets | (69,000) | (101,000) |
Accounts payable, accrued expenses and deferred revenue | 355,000 | 3,114,000 |
Deferred rent and other | (25,000) | (33,000) |
Net cash (used in) operating activities | (17,851,000) | (13,599,000) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | (490,000) | (1,008,000) |
Decrease in restricted cash | 0 | 6,000,000 |
Patent costs | (119,000) | (137,000) |
Cash used in acquisition of Response Genetics | 0 | (7,495,000) |
Net cash (used in) investing activities | (609,000) | (2,640,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principal payments on capital lease obligations | (126,000) | (83,000) |
Payment of equity issuance costs | 0 | (117,000) |
Proceeds from public offerings of equity, net of offering costs | 9,962,000 | 10,353,000 |
Proceeds from warrant exercises | 0 | 1,000 |
Proceeds from option exercises | 0 | 23,480 |
Payment of debt issuance costs | 0 | (33,000) |
Principal payments on notes payable | (1,333,000) | 0 |
Net cash provided by financing activities | 8,503,000 | 10,144,000 |
Net (decrease) in cash and cash equivalents | (9,957,000) | (6,095,000) |
CASH AND CASH EQUIVALENTS | ||
Beginning | 19,459,000 | 25,554,000 |
Ending | 9,502,000 | 19,459,000 |
SUPPLEMENTAL CASH FLOW DISCLOSURE | ||
Cash paid for interest | 333,000 | 240,000 |
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Fixed assets acquired through capital lease arrangements | 211,000 | 0 |
Net tangible assets acquired via acquisition | 0 | 2,843,000 |
BioServe | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of acquisition note payable | (152,000) | 269,000 |
Gentris Corporation | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of acquisition note payable | 0 | (207,000) |
Response Genetics | ||
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Value of shares issued as partial consideration to acquire businesses | $ 0 | $ 5,436,000 |
Organization, Description of Bu
Organization, Description of Business and Offerings | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Description of Business and Offerings | Organization, Description of Business and Offerings We are an emerging leader in the field of precision medicine, enabling individualized therapies in the field of oncology through our diagnostic products and services and molecular markers. We develop, commercialize and provide molecular- and biomarker-based tests and services that enable physicians to personalize the clinical management of each individual patient by providing genomic information to better diagnose, monitor and inform cancer treatment and that enable biotech and pharmaceutical companies engaged in oncology trials to better select candidate populations and reduce adverse drug reactions by providing information regarding genomic factors influencing subject responses to therapeutics. We have a comprehensive, disease-focused oncology testing portfolio. Our tests and techniques target a wide range of cancers, covering nine of the top ten cancers in prevalence in the United States, with additional unique capabilities offered by our FDA-cleared Tissue of Origin® test for identifying difficult to diagnose tumor types or poorly differentiated metastatic disease. We were incorporated in the State of Delaware on April 8, 1999 and have offices and state-of-the-art laboratories located in California, 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, California State and NABL (India). 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. 2015 Offering On November 12, 2015, we sold 3,000,000 shares of common stock with warrants to purchase an aggregate of 3,000,000 shares of common stock at a combined public offering price of $4.00 per share and warrant resulting in gross proceeds of $12.0 million ( $10.3 million of net proceeds after offering expenses and underwriting discounts). The underwriters also received 450,000 warrants pursuant to the partial exercise of the over-allotment option. The warrants have an exercise price of $5.00 , became fully-exercisable at issuance and expire on November 12, 2020. All references to the sales of common stock with warrants mentioned in this paragraph are referred to as the “2015 Offering.” 2016 Offerings May Offering On May 25, 2016, we sold 2,467,820 shares of common stock in a public offering and warrants to purchase 1,233,910 shares of common stock in a concurrent private placement. These offerings resulted in gross proceeds of $5 million . We sold 2,150,000 shares of common stock and warrants to purchase 1,075,000 shares of common stock to certain institutional investors at a combined offering price of $2.00 per common share, and our Chairman of the Board, John Pappajohn, purchased 317,820 shares of common stock and warrants to purchase 158,910 shares of common stock at a combined offering price of $2.2025 per common share. In addition, we issued warrants to purchase an aggregate of 123,391 shares of common stock to the placement agent. Subject to certain ownership limitations, the warrants were initially exercisable commencing six months from the issuance date at an exercise price equal to $2.25 per share of common stock. The warrants are exercisable for five years from the initial exercise date. All references to the sales of common stock with warrants mentioned in this paragraph, along with the September Offering below, are referred to as the “2016 Offerings.” September Offering On September 14, 2016, we sold 2,750,000 shares of common stock in a public offering and warrants to purchase 1,375,000 shares of common stock in a concurrent private placement at a combined price of $2.00 per common share. These offerings resulted in gross proceeds of $5.5 million . In addition, we issued warrants to purchase an aggregate of 137,500 shares of common stock to the placement agent. Subject to certain ownership restrictions, the warrants will be initially exercisable six months from the issuance date at an exercise price of $2.25 per share of common stock. The warrants are exercisable for five years from the initial exercise date. All references to the sales of common stock with warrants mentioned in this paragraph, along with the May Offering above, are referred to as the “2016 Offerings.” |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of presentation : We prepare our financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Segment reporting : Operating segments are defined as components of an enterprise about which separate discrete information is used by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. We view our operations and manage our business in one operating segment, which is the business of developing and selling diagnostic tests and services. Liquidity and going concern : At December 31, 2016, our cash position and history of losses required management to asses our ability to continue operating as a going concern, according to FASB Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). Management evaluated the history and operational losses to have a material effect on our ability to continue as a going concern, unless we take actions to alleviate those conditions. Our primary sources of liquidity have been funds generated from our debt financings and equity financings. Subsequent to December 31, 2016, we were able to restructure our senior debt with our lender and secure additional debt capital with another lender to increase our cash positon and have available funds to operate, and we completed the sale of State of New Jersey net operating loss carryforwards in early 2017 (Note 20 Subsequent Events). We have reduced, and plan to continue reducing, our operating expenses, and expect to grow our revenue in 2017 and beyond, and have also increased our cash collections from our customers and third-party payors and plan to continue to improve our cash collection results. Management believes that its existing cash and cash equivalents, taken together with the net proceeds of the debt financing completed in March 2017, will be sufficient to fund the Company's operations for at least the next twelve months after filing this Annual Report on Form 10-K. Principles of consolidation : The accompanying consolidated financial statements include the accounts of Cancer Genetics, Inc. and our wholly owned subsidiaries. All significant intercompany account balances and transactions have been eliminated in consolidation. Use of estimates and assumptions : The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include, among others, realization of amounts billed, realization of long-lived assets, realization of intangible assets, accruals for litigation and registration payments, assumptions used to value stock options, warrants and goodwill and the valuation of assets acquired and liabilities assumed from acquisitions. Actual results could differ from those estimates. Risks and uncertainties : We operate in an industry that is subject to intense competition, government regulation and rapid technological change. Our operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory, foreign operations, and other risks, including the potential risk of business failure. Cash and cash equivalents : Highly liquid investments with original maturities of three months or less when purchased are considered to be cash equivalents. Financial instruments which potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents. We maintain cash and cash equivalents with high-credit quality financial institutions. At times, such amounts may exceed insured limits. We have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk on our cash and cash equivalents. Restricted cash : Represents cash held at financial institutions which we may not withdraw and which collateralizes certain of our financial commitments. All of our restricted cash is invested in interest bearing certificates of deposit. Our restricted cash collateralizes a $300,000 letter of credit in favor of our landlord, pursuant to the terms of the lease for our Rutherford facility. Revenue recognition : The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, as well as SEC Staff Accounting Bulletin 104, for its Biopharma and Discovery Services, and ASC 954-605, Health Care Entities, Revenue Recognition for its Clinical Services. These standards generally require that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence that an arrangement exists; (2) delivery has occurred and title and the risks and rewards of ownership have been transferred to the customer or services have been rendered; (3) the price is fixed or determinable; and (4) collectability is reasonably assured. In determining whether the price is fixed or determinable, we consider payment limits imposed by insurance carriers and Medicare, and the amount of revenue recorded takes into account the historical percentage of revenue we have collected for each type of test for each payor category. Periodically, an adjustment is made to Clinical Services revenue to record differences between our anticipated cash receipts from third parties, such as insurance carriers and Medicare and actual receipts from such payors. For the periods presented, such adjustments were not significant. For some Clinical Service and Biopharma customers billed directly, revenue is recorded based upon the contractually agreed upon fee schedule. When assessing collectability, we consider whether we have sufficient payment history to reliably estimate a payor’s individual payment patterns. We do not bill customers for shipping and handling fees, other than reimbursement of such expenses we incur on behalf of our Biopharma clients, and we do not collect any sales or other taxes from customers. Accounts receivable : Accounts receivable are carried at net realizable value, which is the original invoice amount less an estimate for contractual adjustments, discounts and doubtful receivables, the amounts of which are determined by an analysis of individual accounts. Our policy for assessing the collectability of receivables is dependent upon the major payor source of the underlying revenue. For Biopharma and Discovery clients, an assessment of credit worthiness is performed prior to initial engagement and is reassessed periodically. If deemed necessary, an allowance is established on receivables from direct bill clients. For Clinical Services clients, we record revenues and related receivables when the testing process is complete and the results are reported. Revenue is recorded at the expected price, taking into account the patient's ability to pay, as well as anticipated discounts, adjustments and/or contractual allowances, as applicable. After reasonable collection efforts are exhausted, amounts deemed to be uncollectible are written off against the allowance for doubtful accounts. Since the Company only recognizes revenue to the extent it expects to collect such amounts, bad debt expense related to receivables from patient service revenue is recorded in general and administrative expense in the consolidated statements of operations. Recoveries of accounts receivable previously written off are recorded when received. Deferred revenue: Payments received in advance of services rendered are recorded as deferred revenue and are subsequently recognized as revenue in the period in which the services are performed. Fixed assets: Fixed assets consist of diagnostic equipment, furniture and fixtures and leasehold improvements. Fixed assets are carried at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, which generally range from five to seven years. Leasehold improvements are depreciated over the lesser of the lease term or the estimated useful lives of the improvements using the straight-line method. Repairs and maintenance are charged to expense as incurred while improvements are capitalized. Upon sale, retirement or disposal of fixed assets, the accounts are relieved of the cost and the related accumulated depreciation with any gain or loss recorded to the consolidated statements of operations. Fixed assets are reviewed for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. These computations utilize judgments and assumptions inherent in our estimate of future cash flows to determine recoverability of these assets. If our assumptions about these assets were to change as a result of events or circumstances, we may be required to record an impairment loss. Goodwill : Goodwill resulted from the purchases of Gentris Corporation (“Gentris”) and BioServe Biotechnologies (India) Pvt. Ltd. (“BioServe”) in 2014 and the purchase of Response Genetics, Inc. (“Response Genetics”) in 2015, as described in Note 16. In accordance with ASC 350, Intangibles - Goodwill and Other, we are required to test goodwill for impairment and adjust for impairment losses, if any, at least annually and on an interim basis if an event or circumstance indicates that it is likely impairment has occurred. Our annual goodwill impairment testing date is October 1 of each year. No such losses were incurred during the years ended December 31, 2016 and 2015. Goodwill (in thousands) Balance, December 31, 2014 $ 3,187 Purchased through acquisition of Response Genetics 8,842 Balance, December 31, 2015 and 2016 $ 12,029 Loan guarantee and financing fees: Loan guarantee fees are amortized on a straight-line basis over the term of the guarantee. Financing fees are amortized using the effective interest method over the term of the related debt. Warrant liability : 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. We have also issued warrants containing a contingent net cash settlement feature. The warrants are described herein as derivative warrants. We account for these derivative warrants as liabilities. These common stock purchase warrants do not trade in an active securities market, and as such, we estimate the fair value of these warrants using the binomial lattice valuation pricing model with the assumptions as follows: The risk-free interest rate for periods within the contractual life of the warrant is based on the U.S. Treasury yield curve. The expected life of the warrants is based upon the contractual life of the warrants. Prior to 2016, volatility was estimated based on an average of the historical volatilities of the common stock of four entities with characteristics similar to those of the Company. Effective January 1, 2016, we began using the historical volatility of our common stock. We used the closing price of our shares on the NASDAQ Capital Market. We compute the fair value of the warrant liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the warrant liability is our stock price, which is subject to significant fluctuation and is not under our control. The resulting effect on our net income (loss) is therefore subject to significant fluctuation and will continue to be so until the warrants are exercised, amended or expire. Assuming all other fair value inputs remain constant, we will record non-cash expense when the stock price increases and non-cash income when the stock price decreases. Income taxes : Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred income taxes. Deferred income taxes are recognized for temporary differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Deferred income taxes are also recognized for net operating loss carryforwards that are available to offset future taxable income and research and development credits. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. We have established a full valuation allowance on our deferred tax assets as of December 31, 2016 and 2015 , therefore we have not recognized any tax benefit or expense in the periods presented. ASC 740, Income Taxes, clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from uncertain tax positions may be recognized when it is more-likely-than-not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2016 and 2015 we had no uncertain tax positions. Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. There is no accrual for interest or penalties on our consolidated balance sheets at December 31, 2016 or 2015 , and we have not recognized interest and/or penalties in the consolidated statements of operations for the years ended December 31, 2016 or 2015 . Patents and other intangible assets : We account for intangible assets under ASC 350-30. Patents consisting of legal fees incurred are initially recorded at cost. We have also acquired patents that are initially recorded at fair value. Patents are amortized over the useful lives of the assets, using the straight-line method. Certain patents are in the legal application process and therefore are not currently being amortized. We review the carrying value of patents at the end of each reporting period. Based upon our review, there were no patent impairments in 2016 or 2015 . Other intangible assets consist of software acquired with Response Genetics, which are amortized using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Research and development : Research and development costs associated with service and product development include direct costs of payroll, employee benefits, stock-based compensation and supplies and an allocation of indirect costs including rent, utilities, depreciation and repairs and maintenance. All research and development costs are expensed as they are incurred. Stock-based compensation : Stock-based compensation is accounted for in accordance with the provisions of ASC 718, Compensation-Stock Compensation , which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. We estimate the fair value of stock-based awards on the date of grant using the Black-Scholes option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. See additional information in Note 12. All issuances of stock options or other issuances of equity instruments to employees as the consideration for services received by us are accounted for based on the fair value of the equity instrument issued. We account for stock-based compensation awards to non-employees in accordance with ASC 505-50, Equity Based Payments to Non-Employees . Under ASC 505-50, we determine the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Stock-based compensation awards issued to non-employees are recorded in expense and additional paid-in capital in stockholders’ equity (deficit) over the applicable service periods based on the fair value of the awards or consideration received at the vesting date. Fair value of financial instruments : The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, approximate their estimated fair values due to the short term maturities of those financial instruments. The fair value of warrants recorded as derivative liabilities, contingent consideration and note payable to VenturEast are described in Notes 14 and 15. Joint venture accounted for under the equity method : The Company records its joint venture investment following the equity method of accounting, reflecting its initial investment in the joint venture and its share of the joint venture’s net earnings or losses and distributions. The Company’s share of the joint venture’s net loss was approximately $73,000 in 2016 and $707,000 in 2015 and is included in research and development expense on the Consolidated Statements of Operations. The Company has a net receivable due from the joint venture of approximately $10,000 at both December 31, 2016 and 2015 , which is included in other assets in the Consolidated Balance Sheets. See additional information in Note 18. Subsequent events : We have evaluated potential subsequent events through the date the financial statements were issued. Recent Accounting Pronouncements : In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which provides guidance for accounting for leases. Under ASU 2016-02, the Company will be required to recognize the assets and liabilities for the rights and obligations created by leased assets. ASU 2016-02 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the effect this standard will have on the consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. As issued and amended, ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method. The updated standard becomes effective for the Company in the first quarter of fiscal year 2018. Early adoption is permitted in the first quarter of fiscal year 2017. The Company believes its Biopharma Service revenue could be affected by the new standard. The Company is presently evaluating its Biopharma Service contacts for multiple elements and variable consideration provisions that may affect the timing of revenue recognition subsequent to ASU 2014-09's adoption. The Company expects to adopt the new standard on January 1, 2018, using the modified retrospective approach, which involves applying the new standard to all contracts initiated on or after the effective date and recording an adjustment to opening equity for pre-existing contracts that have remaining obligations as of the effective date. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) “Clarifying the Definition of a Business.” ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The updated standard is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company is currently evaluating the effect this standard will have on the consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) “Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 provides guidance on statement of cash flow presentation for eight specific cash flow issues where diversity in practice exists. The updated standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the effect this standard will have on the consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718) “Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statements of cash flows. The updated standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. We do not expect ASU 2016-09 to have a material impact on our financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): “Simplifying the Accounting for Goodwill Impairment,” which removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods. Early adoption is permitted and applied prospectively. We do not expect ASU 2017-04 to have a material impact to our financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash,” clarifying the treatment of restricted cash accounts on the statements of cash flows. ASU 2016-18 indicates that restricted cash accounts should be included with cash and cash equivalents when reconciling the beginning of year and end of year total amounts shown on the statements of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017. The Company is currently evaluating the effect this standard will have on the consolidated financial statements. Earnings (loss) per share : Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares assumed to be outstanding during the period of computation. Diluted earnings per share is computed similar to basic earnings per share except that the numerator is adjusted for the change in fair value of the warrant liability (only if dilutive) and the denominator is increased to include the number of dilutive potential common shares outstanding during the period using the treasury stock method. Basic net loss and diluted net loss per share data were computed as follows (in thousands, except per share amounts): 2016 2015 Numerator: Net (loss) for basic earnings per share $ (15,803 ) $ (20,184 ) Less change in fair value of warrant liability — 35 Net (loss) for diluted earnings per share $ (15,803 ) $ (20,219 ) Denominator: Weighted-average basic common shares outstanding 15,861 10,298 Assumed conversion of dilutive securities: Common stock purchase warrants — 1 Potentially dilutive common shares — 1 Denominator for diluted earnings per share—adjusted weighted-average shares 15,861 10,299 Basic net loss per share $ (1.00 ) $ (1.96 ) Diluted net loss per share $ (1.00 ) $ (1.96 ) The following table summarizes potentially dilutive adjustments to the weighted average number of common shares which were excluded from the calculation (in thousands): 2016 2015 Common stock purchase warrants 7,033 4,372 Stock options 2,198 1,961 Restricted shares of common stock 80 121 9,311 6,454 |
Revenue and Accounts Receivable
Revenue and Accounts Receivable | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Revenue and Accounts Receivable | Revenue and Accounts Receivable Revenue by service type for each of the years ended December 31 is comprised of the following (in thousands): 2016 2015 Biopharma Services $ 15,321 $ 11,564 Clinical Services 10,651 5,651 Discovery Services 1,077 825 $ 27,049 $ 18,040 The table above includes approximately $2,085,000 of biopharma services revenue and approximately $6,190,000 of clinical services revenue from our acquisition of Response Genetics for the year ended December 31, 2016. The table above includes approximately $486,000 of biopharma services revenue and approximately $1,265,000 of clinical services revenue from our acquisition of Response Genetics for the period October 9, 2015 through December 31, 2015. Accounts receivable by service type at December 31, 2016 and 2015 consists of the following (in thousands): 2016 2015 Biopharma Services $ 3,683 $ 3,238 Clinical Services 8,972 3,733 Discovery Services 480 314 Allowance for doubtful accounts (1,387 ) (664 ) $ 11,748 $ 6,621 Allowance for Doubtful Accounts (in thousands) Balance, December 31, 2014 $ 251 Additions to allowance for doubtful accounts 413 Balance, December 31, 2015 664 Additions to allowance for doubtful accounts 723 Balance, December 31, 2016 $ 1,387 Revenue for Biopharma Services are customized solutions for patient stratification and treatment selection through an extensive suite of DNA-based testing services. Biopharma Services are billed to pharmaceutical and biotechnology companies. Clinical Services are tests performed to provide information on diagnosis, prognosis and theranosis of cancers to guide patient management. Clinical Services tests can be billed to Medicare, another third party insurer or the referring community hospital or other healthcare facility. Discovery Services are services that provide the tools and testing methods for companies and researchers seeking to identify new DNA-based biomarkers for disease. The breakdown of our Clinical Services revenue (as a percent of total revenue) is as follows: 2016 2015 Medicare 14 % 10 % Other insurers 20 % 12 % Other healthcare facilities 5 % 9 % Total Clinical Services 39 % 31 % 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. Our test ordering sites are largely hospitals, cancer centers, reference laboratories, physician offices and biopharmaceutical companies. Oncologists and pathologists at these sites order the tests on behalf of the needs of their oncology patients or as part of a clinical trial sponsored by a biopharmaceutical company in which the patient is being enrolled. We generally do not have formal, long-term written agreements with such test ordering sites, and, as a result, we may lose a significant test ordering site at any time. The top five test ordering clients during 2016 and 2015 accounted for 31% and 49% , respectively, of our testing volumes, with 6% and 18% , respectively, of the test volume coming from community hospitals. During the year ended December 31, 2016 , one Biopharma client accounted for approximately 16% of our revenue. During the year ended December 31, 2015 , one Biopharma client accounted for approximately 19% of our revenue. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets At December 31, 2016 and 2015 , other current assets consisted of the following (in thousands): 2016 2015 Inventory $ 146 $ 133 Prepaid expenses 2,028 1,985 $ 2,174 $ 2,118 |
Lease Commitments
Lease Commitments | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Lease Commitments | Lease Commitments We lease our laboratory, research facility and administrative office space under various operating leases. We have approximately 17,900 square feet of office and laboratory space in Rutherford, New Jersey, 24,900 square feet in Morrisville, North Carolina, 19,100 square feet in Los Angeles, California, 10,000 square feet in Hyderabad, India and 2,700 square feet in Shanghai, China. We have escalating lease agreements for both our New Jersey and North Carolina spaces which expire January 2018 and May 2020, respectively. These leases require monthly rent with periodic rent increases that vary from $1 to $2 per square foot of the rented premises per year. The difference between minimum rent and straight-line rent is recorded as deferred rent payable. The terms of our New Jersey lease require that a $300,000 security deposit for the facility be held in a stand by letter of credit in favor of the landlord (see Note 7). We acquired office and scientific equipment under long term leases which have been capitalized at the present value of the minimum lease payments. The equipment under these capital leases had a cost of $916,600 and accumulated depreciation of $279,788 , as of December 31, 2016 . Minimum future lease payments under all capital and operating leases as of December 31, 2016 are as follows (in thousands): Capital Leases Operating Leases Total December 31, 2017 $ 136 $ 1,712 $ 1,848 2018 130 513 643 2019 113 383 496 2020 102 175 277 2021 68 — 68 Thereafter — — — Total minimum lease payments $ 549 $ 2,783 $ 3,332 Less amount representing interest 66 Present value of net minimum obligations 483 Less current obligation under capital lease 109 Long-term obligation under capital lease $ 374 Rent expense for the years ended December 31, 2016 and 2015 was approximately $1.7 million and $1.1 million , respectively. |
Bank Term Note and Line of Cred
Bank Term Note and Line of Credit | 12 Months Ended |
Dec. 31, 2016 | |
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 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% ( 5.75% and 5.50% at December 31, 2016 and 2015, respectively) 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% ( 5.25% and 5.00% at December 31, 2016 and 2015, respectively) and matures on May 7, 2017. The 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). At December 31, 2016 and 2015, the principal balance of the Term Note was $4,666,667 and $6,000,000 , respectively, and the principal balance of the Line of Credit was $0 . On January 28, 2016, the Line of Credit was amended with SVB and as of December 31, 2016, we were no longer able to draw on the Line of Credit until we raised approximately $2.5 million of additional equity. The Term Loan and Line of Credit were subsequently paid, see Note 20 Subsequent Events. The following is a summary of long-term debt as of December 31 (in thousands): 2016 2015 Term note, principal balance $ 4,667 $ 6,000 Less unamortized debt issuance costs 13 25 Term note, net 4,654 5,975 Less current maturities 2,000 1,333 Long-term portion $ 2,654 $ 4,642 Principal maturities of the Term Note as of December 31, 2016 are as follows: 2017 - $2,000,000 ; 2018 - $2,000,000 ; 2019 - $666,667 . |
Letter of Credit
Letter of Credit | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Letter of Credit | Letter of Credit We maintain a $300,000 letter of credit in favor of our landlord pursuant to the terms of the lease for our Rutherford facility. At December 31, 2016 the letter of credit was fully secured by the restricted cash disclosed on our Consolidated Balance Sheet. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Fixed Assets Fixed assets are summarized by major classifications as follows (in thousands): 2016 2015 Equipment $ 9,094 $ 8,442 Furniture and fixtures 1,068 1,083 Leasehold improvements 932 932 11,094 10,457 Less accumulated depreciation (6,356 ) (4,388 ) Net fixed assets $ 4,738 $ 6,069 |
Patents and Other Intangible As
Patents and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents and Other Intangible Assets | Patents and Other Intangible Assets Patents and other intangible assets consist of the following at December 31, 2016 and 2015 : Weighted-Average (in thousands) (in thousands) Amortization 2016 2015 Period Patents $ 843 $ 724 10 years Patents - Response Genetics acquisition 800 800 7 years Software - Response Genetics acquisition 446 446 2 years 2,089 1,970 Less accumulated amortization (586 ) (243 ) Net patent and other intangible assets $ 1,503 $ 1,727 Future amortization expense for legally approved patents (excluding patent applications in progress of approximately $444,000 as of December 31, 2016) and other intangible assets, is estimated as follows (in thousands): 2017 $ 289 2018 200 2019 153 2020 145 2021 139 2022 and thereafter 133 Total $ 1,059 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision (benefit) for income taxes for the years ended December 31, 2016 and 2015 differs from the approximate amount of income tax benefit determined by applying the U.S. federal income tax rate to pre-tax loss, due to the following: For the Year Ended December 31, 2016 For the Year Ended December 31, 2015 Amount % of Amount % of Income tax benefit at federal statutory rate $ (5,531 ) 35.0 % $ (7,479 ) 35.0 % State tax provision, net of federal tax benefit (777 ) 4.9 % (878 ) 4.1 % Tax credits (342 ) 2.2 % (232 ) 1.1 % Stock based compensation 206 (1.3 )% 201 (0.9 )% Derivative warrants (534 ) 3.4 % (12 ) 0.1 % Investor consideration — — % (110 ) 0.5 % Change in valuation allowance 7,459 (47.2 )% 6,617 (31.0 )% Foreign operations 251 (1.6 )% 283 (1.3 )% Other (732 ) 4.6 % 426 (2.1 )% Income tax (benefit) provision $ — — % $ (1,184 ) 5.5 % During November 2015, we sold $15,990,475 of gross State of New Jersey net operating loss (“NOL”) carryforwards relating to the 2013 and 2014 tax years as well as $289,978 of research and development tax credits, resulting in the receipt of $1,183,564 , net of expenses. On February 22, 2017, we sold $18,177,059 of gross State of New Jersey NOL’s relating to the 2014 and 2015 tax years as well as $167,572 of state research and development tax credits, resulting in the receipt of approximately $950,000 , net of expenses. We transferred the NOL carryforwards through the Technology Business Tax Certificate Transfer Program sponsored by the New Jersey Economic Development Authority. Approximate deferred taxes consist of the following components as of December 31, 2016 and 2015 (in thousands): 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 32,273 $ 25,085 Accruals and reserves 1,829 1,100 Non-qualified stock options 3,882 3,357 Research and development tax credits 1,331 989 Derivative warrant liability 26 26 Investment in joint venture 250 251 Goodwill — 283 Fixed assets — 78 Other 8 6 Total deferred tax assets 39,599 31,175 Less valuation allowance (38,634 ) (31,175 ) Net deferred tax assets 965 — Deferred tax liabilities Fixed assets (401 ) — Goodwill and intangible assets (564 ) — Net deferred taxes $ — $ — Due to a history of losses we have generated since inception, we believe it is more-likely-than-not that all of the deferred tax assets will not be realized as of December 31, 2016 and 2015 . Therefore, we have recorded a full valuation allowance on our deferred tax assets. We have net operating loss carryforwards for federal income tax purposes of approximately $87 million as of December 31, 2016 . The net operating loss carryforwards will begin to expire in 2027. Utilization of these carryforwards is subject to limitation due to ownership changes that may delay the utilization of a portion of the carryforwards. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Capital Stock | Capital Stock Cantor Sales Agreement In July 2015, we sold 2,800 shares of common stock that resulted in net proceeds to the Company of $34,000 . 2015 Offering On November 12, 2015, we sold 3,000,000 shares of common stock with warrants to purchase an aggregate of 3,000,000 shares of common stock at a combined public offering price of $4.00 per share and warrant resulting in gross proceeds of $12.0 million ( $10.3 million of net proceeds after offering expenses and underwriting discounts). The underwriters also received 450,000 warrants pursuant to the partial exercise of the over-allotment option. The warrants have an exercise price of $5.00 , became fully-exercisable at issuance and expire on November 12, 2020. 2016 Offerings May Offering On May 25, 2016, we sold 2,467,820 shares of common stock in a public offering and warrants to purchase 1,233,910 shares of common stock in a concurrent private placement. These offerings resulted in gross proceeds of $5 million . We sold 2,150,000 shares of common stock and warrants to purchase 1,075,000 shares of common stock to certain institutional investors at a combined offering price of $2.00 per common share, and our Chairman of the Board, John Pappajohn, purchased 317,820 shares of common stock and warrants to purchase 158,910 shares of common stock at a combined offering price of $2.2025 per common share. In addition, we issued warrants to purchase an aggregate of 123,391 shares of common stock to the placement agent. Subject to certain ownership limitations, the warrants were initially exercisable commencing six months from the issuance date at an exercise price equal to $2.25 per share of common stock. The warrants are exercisable for five years from the initial exercise date. September Offering On September 14, 2016, we sold 2,750,000 shares of common stock in a public offering and warrants to purchase 1,375,000 shares of common stock in a concurrent private placement at a combined price of $2.00 per common share. These offerings resulted in gross proceeds of $5.5 million . In addition, we issued warrants to purchase an aggregate of 137,500 shares of common stock to the placement agent. Subject to certain ownership restrictions, the warrants will be initially exercisable six months from the issuance date at an exercise price of $2.25 per share of common stock. The warrants are exercisable for five years from the initial exercise date. Stock Issued to Consultant On October 24, 2016, we issued 50,000 shares of common stock to Maxim, LLC (“Maxim”) at a value of $1.50 per common share in exchange for consulting services. Preferred Stock We are currently authorized to issue up to 9,764,000 shares of preferred stock. As of December 31, 2016 and 2015, no shares of preferred stock were outstanding. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 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. The Board of Directors adopted the 2011 Plan on June 30, 2011 and reserved 350,000 shares of common stock for issuance under the 2011 Plan. On May 22, 2014, May 14, 2015 and on October 11, 2016, the stockholders voted to increase the number of shares reserved by the plan to 2,000,000 , 2,650,000 , and 3,150,000 shares of common stock, respectively, under several types of equity awards including stock options, stock appreciation rights, restricted stock awards and other awards defined in the 2011 Plan. The Board of Directors adopted the 2008 Plan on April 29, 2008 and reserved 251,475 shares of common stock for issuance under the plan. On April 1, 2010, the stockholders voted to increase the number of shares reserved by the plan to 550,000 . We are authorized to issue incentive stock options or non-statutory stock options to eligible participants, as defined in the 2008 Plan. We have also issued 48,000 options outside of the Stock Option Plans. At December 31, 2016 , 1,097,355 shares remain available for future awards under the 2011 Plan and 114,254 shares remain available for future awards under the 2008 Plan. As of December 31, 2016 , no stock appreciation rights and 293,000 shares of restricted stock had been awarded under the Stock Option Plans. A summary of employee and non-employee stock option activity for the years ended December 31, 2016 and 2015 is as follows: Options Outstanding Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Number of Shares (in thousands) Weighted- Average Exercise Price Outstanding January 1, 2015 1,839 $ 10.58 8.49 $ 618 Granted 312 9.77 Exercised (4 ) 5.37 Cancelled or expired (186 ) 9.69 Outstanding December 31, 2015 1,961 $ 10.55 7.68 $ — Granted 417 1.95 Cancelled or expired (180 ) 8.44 Outstanding December 31, 2016 2,198 $ 9.09 7.04 $ — Exercisable, December 31, 2016 1,343 $ 10.18 6.13 $ — Aggregate intrinsic value represents the difference between the fair value of our common stock and the exercise price of outstanding, in-the-money options. No options were exercised during the year ended December 31, 2016 . During the year ended December 31, 2015 , we received $23,480 from the exercise of options. As of December 31, 2016 , total unrecognized compensation cost related to non-vested stock options granted to employees was $2,971,371 , which we expect to recognize over the next 2.3 years. As of December 31, 2016 , total unrecognized compensation cost related to non-vested stock options granted to non-employees was $19,500 , which we expect to recognize over the next 1.0 years. The fair value of options granted to employees is estimated on the grant date using the Black-Scholes option valuation model. This valuation model for stock-based compensation expense requires us to make assumptions and judgments about the variables used in the calculation, including the fair value of our common stock, 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. We also estimate forfeitures of unvested stock options. 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 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: Year Ended December 31, 2016 2015 Volatility 73.86 % 60.69 % Risk free interest rate 1.25 % 1.63 % Dividend yield — — Term (years) 5.93 6.13 Weighted-average fair value of options granted during the period $ 1.26 $ 5.54 In October 2013, we issued 10,000 options to a non-employee with an exercise price of $15.39 . In May 2014, we issued 200,000 options to a Director, with an exercise price of $15.89 . See Note 19 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: Year Ended December 31, 2016 2015 Volatility 74.08 % 70.38 % Risk free interest rate 1.64 % 2.10 % Dividend yield — — Term (years) 7.76 8.73 Restricted stock awards have been granted to employees, directors and consultants as compensation for services. At December 31, 2016 , there was $400,575 of unrecognized compensation cost related to non-vested restricted stock granted to employees; we expect to recognize the cost over 1.8 years. The following table summarizes the activities for our non-vested restricted stock awards for the years ended December 31, 2016 and 2015 : Non-vested Restricted Stock Awards Number of Shares (in thousands) Weighted-Average Grant Date Fair Value Non-vested at January 1, 2015 133 $ 8.14 Granted 48 9.50 Vested (47 ) 9.09 Forfeited/cancelled (13 ) 9.03 Non-vested at December 31, 2015 121 $ 8.25 Granted 18 1.81 Vested (57 ) 8.99 Forfeited/cancelled (2 ) 9.02 Non-vested at December 31, 2016 80 $ 6.30 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 Consolidated Statements of Operations during the periods presented (in thousands): Year Ended December 31, 2016 2015 Cost of revenues $ 290 $ 233 Research and development 172 360 General and administrative 1,446 2,106 Sales and marketing 108 135 Total stock-based compensation $ 2,016 $ 2,834 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Warrants Prior to 2015, we issued certain warrants containing an exercise price adjustment (identified as Financing and Series B Pref. Stock under the heading “derivative” in the table below). For these warrants, in the event new equity instruments were issued at a price lower than the exercise price of the warrant, the exercise price would be adjusted to the new equity instruments issued (price adjustment feature). These warrants were initially recorded as a warrant liability, with any subsequent change in their fair value recognized in earnings until the warrants were exercised, amended or expired. At December 31, 2015, 60,200 of these warrants were outstanding. At December 31, 2016, all of these warrants had either been exercised or expired. During 2016, we issued warrants containing a contingent net cash settlement feature (identified as 2016 Offerings under the heading “derivative” in the table below). These warrants are recorded as a warrant liability, and all subsequent changes in their fair value are recognized in earnings until they are exercised, amended or expired. A significant number of our warrants are held by Mr. Pappajohn, the Chairman of our Board of Directors and stockholder. See Note 19 for additional details on these warrants. On April 1, 2015, 19,138 warrants expired unexercised. On November 12, 2015, the Company issued 3,000,000 warrants in conjunction with the 2015 Offering and an additional 450,000 warrants pursuant to the underwriter’s partial exercise of the over-allotment option. The warrants have an exercise price of $5.00 per share and will expire November 12, 2020. See Note 11. We have evaluated the terms and conditions of warrants issued with the 2015 Offering and determined the warrants should be included in equity and are not required to be reported as a liability. On November 12, 2015, the exercise price of 75,215 warrants were adjusted from $10.00 per common share to $4.00 per common share due to 2015 Offering and the exercise price adjustment feature in certain warrants. On November 18, 2015, 14,665 warrants expired unexercised and the Company received $1,400 from a warrant holder who exercised warrants to purchase 350 shares of common stock at $4.00 per share. On December 9, 2015, 120,000 warrants held by Mr. Pappajohn expired unexercised. On February 21, 2016 and March 23, 2016, 200 and 70,000 warrants expired unexercised, respectively. On May 25, 2016, we issued 1,357,301 warrants to purchase shares of our common stock as part of our May Offering. Subject to certain ownership limitations, the warrants will be initially exercisable commencing six months from the issuance date at an exercise price equal to $2.25 per share of common stock. The warrants are exercisable for five years from the initial exercise date. These warrants contain a contingent net cash settlement feature and are part of the 2016 Offerings derivative warrants in the table below. On June 30, 2016, 86,533 warrants held by Mr. Pappajohn expired unexercised. On September 14, 2016, we issued 1,512,500 warrants to purchase shares of our common stock as part of our September Offering. Subject to certain ownership limitations, the warrants will be initially exercisable commencing six months from the issuance date at an exercise price equal to $2.25 per share of common stock. The warrants are exercisable for five years from the initial exercise date. These warrants also contain a contingent net cash settlement feature and are part of the 2016 Offerings derivative warrants in the table below. On December 1, 2016 and December 21, 2016, 37,000 and 75,294 warrants held by Mr. Pappajohn expired unexercised, respectively. The following table summarizes the warrant activity for the years ending December 31, 2016 and 2015 (in thousands, except exercise price): Issued With / For Exercise Warrants 2015 2015 Offering Adjustments (B) 2015 Warrants 2016 2016 Warrants Non-Derivative Warrants: Financing $ 10.00 243 — — — 243 — — 243 Financing 15.00 436 — — — 436 — (75 ) 361 Debt Guarantee 15.00 353 — — (120 ) 233 — (124 ) 109 Consulting 10.00 29 — — (19 ) 10 — (10 ) — 2015 Offering 5.00 — 3,450 — — 3,450 — — 3,450 $ 6.42 D 1,061 3,450 — (139 ) 4,372 — (209 ) 4,163 Derivative Warrants: Financing 4.00 A — — 60 — 60 — (60 ) — Financing 10.00 A 60 — (60 ) — — — — — Series B Pref. Stock 4.00 A — — 15 (15 ) — — — — Series B Pref. Stock 10.00 A 15 — (15 ) — — — — — 2016 Offerings 2.25 C — — — — — 2,870 — 2,870 $ 2.25 D 75 — — (15 ) 60 2,870 (60 ) 2,870 $ 4.72 D 1,136 3,450 — (154 ) 4,432 2,870 (269 ) 7,033 ________________________ A These warrants are subject to fair value accounting and contain an exercise price adjustment feature. See Note 14. B On November 12, 2015 the Company completed the 2015 Offering and the exercise price of certain derivative warrants were adjusted to $4.00 . C These warrants are subject to fair value accounting and contain a contingent net cash settlement feature. See Note 14. D Weighted average exercise prices are as of December 31, 2016. |
Fair Value of Warrants
Fair Value of Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Warrants | Fair Value of 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 at December 31, 2016 and 2015 and during the years then ended. Series B Exercised During the Year Ended December 31, 2015 Exercise Price $ 4.00 Expected life (years) 0.01 Expected volatility 12.33 % Risk-free interest rate 0.07 % Expected dividend yield 0.00 % As of December 31, Financing 2015 Exercise Price $ 4.00 Expected life (years) 0.23 Expected volatility 70.82 % Risk-free interest rate 0.16 % Expected dividend yield 0.00 % Issued During the Year Ended December 31, 2016 As of December 31, 2016 2016 Offerings Exercise Price $ 2.25 2.25 Expected life (years) 5.50 5.06 Expected volatility 74.36 % 72.82 % Risk-free interest rate 1.30 % 1.93 % Expected dividend yield 0.00 % 0.00 % The assumed ranges of Company stock prices used in computing the warrant fair value for warrants issued during the year is as follows: in 2016 , $1.35 — $2.14 ; in 2015 , $3.30 — $11.76 . In determining the fair value of warrants issued at each reporting date, the assumed Company stock price was $1.35 and $3.30 (the closing price on the NASDAQ Capital Market) at December 31, 2016 and 2015 . The following table summarizes the derivative warrant activity subject to fair value accounting for the years ended December 31, 2016 and 2015 (in thousands): Issued with 2016 Offerings Issued with Issued For Total Fair value of warrants outstanding as of January 1, 2015 — 8 44 52 Change in fair value of warrants — (8 ) (27 ) (35 ) Fair value of warrants outstanding as of December 31, 2015 — — 17 17 Fair value of warrants issued 3,526 — — 3,526 Change in fair value of warrants (1,508 ) — (17 ) (1,525 ) Fair value of warrants outstanding as of December 31, 2016 $ 2,018 $ — $ — $ 2,018 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
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 (in thousands): 2016 Total Quoted Prices in Significant Other Significant Warrant liability $ 2,018 — — $ 2,018 Notes payable 114 — — 114 $ 2,132 — — $ 2,132 2015 Total Quoted Prices in Significant Other Significant Warrant liability $ 17 — — $ 17 Notes payable 266 — — 266 $ 283 — — $ 283 At December 31, 2016 , the warrant liability consists of stock warrants issued as part of the 2016 Offerings that contain contingent redemption features. At December 31, 2015 , 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 14, “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 Consolidated Statements of Operations. The value of the Gentris contingent consideration was determined using a discounted cash flow of the expected payments required by the purchase agreement. During the year ended December 31, 2015 we recognized a gain of $207,000 due to settling the contingent consideration for $86,400 . 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 years ended December 31, 2016 and 2015 , we recognized a gain of $152,000 and $269,000 , respectively, due to the decrease 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 Statements of Operations. A table summarizing the activity for the derivative warrant liability which is measured at fair value using Level 3 inputs is presented in Note 14. The following table summarizes the activity of the notes payable to VenturEast and Gentris contingent consideration which were measured at fair value using Level 3 inputs (in thousands): Note Payable Gentris Contingent to VenturEast Consideration Fair value at January 1, 2015 $ 535 $ 293 Change in fair value (269 ) (207 ) Settlement of liability — (86 ) Fair value at December 31, 2015 $ 266 $ — Change in fair value (152 ) — Fair value at December 31, 2016 $ 114 $ — |
Acquisition of Response Genetic
Acquisition of Response Genetics | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisition of Response Genetics | Acquisition of Response Genetics On October 9, 2015, we acquired substantially all the assets and assumed certain liabilities of Response Genetics, with its principal place of business in California, in a transaction valued at approximately $12.9 million , comprised of $7.5 million in cash and 788,584 shares of the Company’s common stock, with the common stock being valued at $5.4 million . Response Genetics was a life sciences company engaged in the research and development of clinical diagnostic tests for cancer. 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. Goodwill arising from the acquisition consists largely of a trained workforce in place and expected synergies from new lines of business. Goodwill recorded in conjunction with the acquisition is deductible for income tax purposes. Business transactions expense of approximately $890,000 incurred in connection with the acquisition was expensed as incurred. The final allocation of the purchase price of the fair value of the assets acquired and the liabilities assumed as of October 9, 2015 is as follows (in thousands): Amount Accounts receivable $ 344 Prepaid expenses and other current assets 561 Fixed assets 2,254 Intangible assets 1,246 Goodwill 8,842 Current liabilities (194 ) Obligations under capital lease (122 ) Total purchase price $ 12,931 The results of operations for the year ended December 31, 2015 include the operations of Response Genetics from October 9, 2015 with revenues of approximately $1,751,000 . The net loss of Response Genetics cannot be determined, as its operations were integrated with Cancer Genetics. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies In the normal course of business, the Company is 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. |
Joint Venture Agreement
Joint Venture Agreement | 12 Months Ended |
Dec. 31, 2016 | |
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 of 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 . 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. 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 joint venture 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 | 12 Months Ended |
Dec. 31, 2016 | |
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. Through December 31, 2016 , warrants to purchase 440,113 shares of common stock have been exercised by Mr. Pappajohn and 476,867 warrants to purchase common stock have expired. 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 108,778 at $15.00 per share on December 31, 2016. 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 360,785 at $15.00 per share at December 31, 2016. Effective January 6, 2014, the board of directors appointed John Pappajohn to serve as the Chairman of the Board, a position previously held by Dr. Raju S.K. Chaganti. 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. We have a consulting agreement with Equity Dynamics, Inc. (“EDI”), an entity controlled by John Pappajohn, effective April 1, 2014 pursuant to which EDI receives a monthly fee of $10,000 . We expensed $120,000 annually for the years ended December 31, 2016 and 2015 related to this agreement. At December 31, 2016 and 2015 , we owed EDI $50,000 and $0 , respectively. Pursuant to a consulting and advisory agreement that ended December 31, 2016, Dr. Chaganti received $5,000 per month for providing consulting and technical support services. Total expenses for each of the years ended December 31, 2016 and 2015 were $60,000 . Pursuant to the terms of the 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 this consulting agreement for the years ended December 31, 2016 and 2015 was $37,625 and $239,375 , 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 February 2015, we paid Dr. Chaganti $150,000 , which was recognized as an expense in 2014 when three additional patents were issued. On November 12, 2015, John Pappajohn, Chairman of the Board and Edward Sitar, our former Chief Financial Officer purchased 100,000 and 5,000 , respectively, of shares of common stock with warrants to purchase 100,000 shares of common stock and 5,000 shares of common stock, respectively, in the 2015 Offering described in Note 11. On May 25, 2016, Mr. Pappajohn purchased 317,820 shares of common stock and warrants to purchase 158,910 shares of common stock in the May Offering described in Note 11. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 22, 2017, we sold $18,177,059 of gross State of New Jersey NOL's and $167,572 of state research and development tax credits, resulting in the receipt of approximately $950,000 , net of expenses. On March 22, 2017, we restructured our debt with SVB, by repaying the outstanding term loan, which was scheduled to mature in May 2017, and entered into a new two year asset-based revolving line of credit agreement. The new SVB credit facility provides for an asset-based line of credit (“ABL”) for an amount not to exceed the lesser of (a) $6.0 million or (b) 80% of eligible accounts receivable plus the lesser of 50% of the net collectable value of third party accounts receivable or three ( 3 ) times the average monthly collection amount of third party accounts receivable over the previous quarter. The ABL requires monthly interest payments at the Wall Street Journal prime rate plus 1.5% ( 5.5% at March 22, 2017) and matures on March 22, 2019. We paid to SVB a $30,000 commitment fee at closing and will pay a fee of 0.25% per year on the average unused portion of the ABL. We concurrently entered into a new three year $6.0 million term loan agreement (“Term Note”) with Partners for Growth IV, L.P. (“PFG”). The Term Note is an interest only loan with the full principal and any outstanding interest due at maturity on March 22, 2020. Interest is payable monthly at a rate of 11.5% per annum, with the possibility of reducing to 11.0% in 2018 based on achieving certain financial milestones set forth by PFG. We may prepay the Term Note in whole or part at any time without penalty. We paid PFG, a commitment fee of $120,000 at closing. Both loan agreements require us to comply with certain financial covenants, including minimum adjusted EBITDA and minimum revenue covenants, and restrict us from, among other things, paying cash dividends, incurring debt and entering into certain transactions without the prior consent of the lenders. Repayment of amounts borrowed under the new loan agreements may be accelerated if an event of default occurs, which includes, among other things, a violation of such financial covenants and negative covenants. Our obligations to SVB under the ABL facility are secured by a first priority security interest on substantially all of our assets, and our obligations under the Term Note to PFG are secured by a second priority security interest subordinated to the SVB lien. In connection with the Term Note, we issued seven year warrants to the lenders to purchase an aggregate of 443,262 shares of our common stock at an exercise price of $2.82 per share. The number of shares may be reduced by 20% subject to us achieving certain financial milestones set forth by PFG. |
Significant Accounting Polici27
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation : We prepare our financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. |
Segment reporting | Segment reporting : Operating segments are defined as components of an enterprise about which separate discrete information is used by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. We view our operations and manage our business in one operating segment, which is the business of developing and selling diagnostic tests and services. |
Liquidity and Going Concern | Liquidity and going concern : At December 31, 2016, our cash position and history of losses required management to asses our ability to continue operating as a going concern, according to FASB Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). Management evaluated the history and operational losses to have a material effect on our ability to continue as a going concern, unless we take actions to alleviate those conditions. Our primary sources of liquidity have been funds generated from our debt financings and equity financings. Subsequent to December 31, 2016, we were able to restructure our senior debt with our lender and secure additional debt capital with another lender to increase our cash positon and have available funds to operate, and we completed the sale of State of New Jersey net operating loss carryforwards in early 2017 (Note 20 Subsequent Events). We have reduced, and plan to continue reducing, our operating expenses, and expect to grow our revenue in 2017 and beyond, and have also increased our cash collections from our customers and third-party payors and plan to continue to improve our cash collection results. |
Principles of consolidation | Principles of consolidation : The accompanying consolidated financial statements include the accounts of Cancer Genetics, Inc. and our wholly owned subsidiaries. All significant intercompany account balances and transactions have been eliminated in consolidation. |
Use of estimates and assumptions | Use of estimates and assumptions : The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include, among others, realization of amounts billed, realization of long-lived assets, realization of intangible assets, accruals for litigation and registration payments, assumptions used to value stock options, warrants and goodwill and the valuation of assets acquired and liabilities assumed from acquisitions. Actual results could differ from those estimates. |
Risks and uncertainties | Risks and uncertainties : We operate in an industry that is subject to intense competition, government regulation and rapid technological change. Our operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory, foreign operations, and other risks, including the potential risk of business failure. |
Cash and cash equivalents | Cash and cash equivalents : Highly liquid investments with original maturities of three months or less when purchased are considered to be cash equivalents. Financial instruments which potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents. We maintain cash and cash equivalents with high-credit quality financial institutions. At times, such amounts may exceed insured limits. We have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk on our cash and cash equivalents. |
Restricted cash | Restricted cash : Represents cash held at financial institutions which we may not withdraw and which collateralizes certain of our financial commitments. All of our restricted cash is invested in interest bearing certificates of deposit. |
Revenue recognition | Revenue recognition : The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, as well as SEC Staff Accounting Bulletin 104, for its Biopharma and Discovery Services, and ASC 954-605, Health Care Entities, Revenue Recognition for its Clinical Services. These standards generally require that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence that an arrangement exists; (2) delivery has occurred and title and the risks and rewards of ownership have been transferred to the customer or services have been rendered; (3) the price is fixed or determinable; and (4) collectability is reasonably assured. In determining whether the price is fixed or determinable, we consider payment limits imposed by insurance carriers and Medicare, and the amount of revenue recorded takes into account the historical percentage of revenue we have collected for each type of test for each payor category. Periodically, an adjustment is made to Clinical Services revenue to record differences between our anticipated cash receipts from third parties, such as insurance carriers and Medicare and actual receipts from such payors. For the periods presented, such adjustments were not significant. For some Clinical Service and Biopharma customers billed directly, revenue is recorded based upon the contractually agreed upon fee schedule. When assessing collectability, we consider whether we have sufficient payment history to reliably estimate a payor’s individual payment patterns. |
Accounts receivable | Accounts receivable : Accounts receivable are carried at net realizable value, which is the original invoice amount less an estimate for contractual adjustments, discounts and doubtful receivables, the amounts of which are determined by an analysis of individual accounts. Our policy for assessing the collectability of receivables is dependent upon the major payor source of the underlying revenue. For Biopharma and Discovery clients, an assessment of credit worthiness is performed prior to initial engagement and is reassessed periodically. If deemed necessary, an allowance is established on receivables from direct bill clients. For Clinical Services clients, we record revenues and related receivables when the testing process is complete and the results are reported. Revenue is recorded at the expected price, taking into account the patient's ability to pay, as well as anticipated discounts, adjustments and/or contractual allowances, as applicable. After reasonable collection efforts are exhausted, amounts deemed to be uncollectible are written off against the allowance for doubtful accounts. Since the Company only recognizes revenue to the extent it expects to collect such amounts, bad debt expense related to receivables from patient service revenue is recorded in general and administrative expense in the consolidated statements of operations. Recoveries of accounts receivable previously written off are recorded when received. |
Deferred revenue | Deferred revenue: Payments received in advance of services rendered are recorded as deferred revenue and are subsequently recognized as revenue in the period in which the services are performed. |
Fixed assets | Fixed assets: Fixed assets consist of diagnostic equipment, furniture and fixtures and leasehold improvements. Fixed assets are carried at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, which generally range from five to seven years. Leasehold improvements are depreciated over the lesser of the lease term or the estimated useful lives of the improvements using the straight-line method. Repairs and maintenance are charged to expense as incurred while improvements are capitalized. Upon sale, retirement or disposal of fixed assets, the accounts are relieved of the cost and the related accumulated depreciation with any gain or loss recorded to the consolidated statements of operations. Fixed assets are reviewed for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. These computations utilize judgments and assumptions inherent in our estimate of future cash flows to determine recoverability of these assets. If our assumptions about these assets were to change as a result of events or circumstances, we may be required to record an impairment loss. |
Goodwill | Goodwill : Goodwill resulted from the purchases of Gentris Corporation (“Gentris”) and BioServe Biotechnologies (India) Pvt. Ltd. (“BioServe”) in 2014 and the purchase of Response Genetics, Inc. (“Response Genetics”) in 2015, as described in Note 16. In accordance with ASC 350, Intangibles - Goodwill and Other, we are required to test goodwill for impairment and adjust for impairment losses, if any, at least annually and on an interim basis if an event or circumstance indicates that it is likely impairment has occurred. Our annual goodwill impairment testing date is October 1 of each year. |
Loan guarantee and financing fees | Loan guarantee and financing fees: Loan guarantee fees are amortized on a straight-line basis over the term of the guarantee. Financing fees are amortized using the effective interest method over the term of the related debt. |
Warrant liability | Warrant liability : 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. We have also issued warrants containing a contingent net cash settlement feature. The warrants are described herein as derivative warrants. We account for these derivative warrants as liabilities. These common stock purchase warrants do not trade in an active securities market, and as such, we estimate the fair value of these warrants using the binomial lattice valuation pricing model with the assumptions as follows: The risk-free interest rate for periods within the contractual life of the warrant is based on the U.S. Treasury yield curve. The expected life of the warrants is based upon the contractual life of the warrants. Prior to 2016, volatility was estimated based on an average of the historical volatilities of the common stock of four entities with characteristics similar to those of the Company. Effective January 1, 2016, we began using the historical volatility of our common stock. We used the closing price of our shares on the NASDAQ Capital Market. We compute the fair value of the warrant liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the warrant liability is our stock price, which is subject to significant fluctuation and is not under our control. The resulting effect on our net income (loss) is therefore subject to significant fluctuation and will continue to be so until the warrants are exercised, amended or expire. Assuming all other fair value inputs remain constant, we will record non-cash expense when the stock price increases and non-cash income when the stock price decreases. |
Income taxes | Income taxes : Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred income taxes. Deferred income taxes are recognized for temporary differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Deferred income taxes are also recognized for net operating loss carryforwards that are available to offset future taxable income and research and development credits. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. We have established a full valuation allowance on our deferred tax assets as of December 31, 2016 and 2015 , therefore we have not recognized any tax benefit or expense in the periods presented. ASC 740, Income Taxes, clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from uncertain tax positions may be recognized when it is more-likely-than-not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2016 and 2015 we had no uncertain tax positions. Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. |
Patents and other intangible assets | Patents and other intangible assets : We account for intangible assets under ASC 350-30. Patents consisting of legal fees incurred are initially recorded at cost. We have also acquired patents that are initially recorded at fair value. Patents are amortized over the useful lives of the assets, using the straight-line method. Certain patents are in the legal application process and therefore are not currently being amortized. We review the carrying value of patents at the end of each reporting period. |
Research and development | Research and development : Research and development costs associated with service and product development include direct costs of payroll, employee benefits, stock-based compensation and supplies and an allocation of indirect costs including rent, utilities, depreciation and repairs and maintenance. All research and development costs are expensed as they are incurred |
Stock-based compensation | Stock-based compensation : Stock-based compensation is accounted for in accordance with the provisions of ASC 718, Compensation-Stock Compensation , which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. We estimate the fair value of stock-based awards on the date of grant using the Black-Scholes option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. See additional information in Note 12. All issuances of stock options or other issuances of equity instruments to employees as the consideration for services received by us are accounted for based on the fair value of the equity instrument issued. We account for stock-based compensation awards to non-employees in accordance with ASC 505-50, Equity Based Payments to Non-Employees . Under ASC 505-50, we determine the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Stock-based compensation awards issued to non-employees are recorded in expense and additional paid-in capital in stockholders’ equity (deficit) over the applicable service periods based on the fair value of the awards or consideration received at the vesting date. |
Fair value of financial instruments | Fair value of financial instruments : The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, approximate their estimated fair values due to the short term maturities of those financial instruments. |
Joint venture accounted for under the equity method | Joint venture accounted for under the equity method : The Company records its joint venture investment following the equity method of accounting, reflecting its initial investment in the joint venture and its share of the joint venture’s net earnings or losses and distributions. |
Subsequent events | Subsequent events : We have evaluated potential subsequent events through the date the financial statements were issued. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements : In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which provides guidance for accounting for leases. Under ASU 2016-02, the Company will be required to recognize the assets and liabilities for the rights and obligations created by leased assets. ASU 2016-02 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the effect this standard will have on the consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. As issued and amended, ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method. The updated standard becomes effective for the Company in the first quarter of fiscal year 2018. Early adoption is permitted in the first quarter of fiscal year 2017. The Company believes its Biopharma Service revenue could be affected by the new standard. The Company is presently evaluating its Biopharma Service contacts for multiple elements and variable consideration provisions that may affect the timing of revenue recognition subsequent to ASU 2014-09's adoption. The Company expects to adopt the new standard on January 1, 2018, using the modified retrospective approach, which involves applying the new standard to all contracts initiated on or after the effective date and recording an adjustment to opening equity for pre-existing contracts that have remaining obligations as of the effective date. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) “Clarifying the Definition of a Business.” ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The updated standard is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company is currently evaluating the effect this standard will have on the consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) “Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 provides guidance on statement of cash flow presentation for eight specific cash flow issues where diversity in practice exists. The updated standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the effect this standard will have on the consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718) “Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statements of cash flows. The updated standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. We do not expect ASU 2016-09 to have a material impact on our financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): “Simplifying the Accounting for Goodwill Impairment,” which removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods. Early adoption is permitted and applied prospectively. We do not expect ASU 2017-04 to have a material impact to our financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash,” clarifying the treatment of restricted cash accounts on the statements of cash flows. ASU 2016-18 indicates that restricted cash accounts should be included with cash and cash equivalents when reconciling the beginning of year and end of year total amounts shown on the statements of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017. The Company is currently evaluating the effect this standard will have on the consolidated financial statements. |
Earnings (loss) per share | Earnings (loss) per share : Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares assumed to be outstanding during the period of computation. Diluted earnings per share is computed similar to basic earnings per share except that the numerator is adjusted for the change in fair value of the warrant liability (only if dilutive) and the denominator is increased to include the number of dilutive potential common shares outstanding during the period using the treasury stock method. |
Significant Accounting Polici28
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Goodwill | Goodwill (in thousands) Balance, December 31, 2014 $ 3,187 Purchased through acquisition of Response Genetics 8,842 Balance, December 31, 2015 and 2016 $ 12,029 |
Computation of Basic Net Income (Loss) and Diluted Net Loss per Share Data | Basic net loss and diluted net loss per share data were computed as follows (in thousands, except per share amounts): 2016 2015 Numerator: Net (loss) for basic earnings per share $ (15,803 ) $ (20,184 ) Less change in fair value of warrant liability — 35 Net (loss) for diluted earnings per share $ (15,803 ) $ (20,219 ) Denominator: Weighted-average basic common shares outstanding 15,861 10,298 Assumed conversion of dilutive securities: Common stock purchase warrants — 1 Potentially dilutive common shares — 1 Denominator for diluted earnings per share—adjusted weighted-average shares 15,861 10,299 Basic net loss per share $ (1.00 ) $ (1.96 ) Diluted net loss per share $ (1.00 ) $ (1.96 ) |
Summary of Potentially Dilutive Adjustments to Weighted Average Number of Common Shares Excluded from Calculation | The following table summarizes potentially dilutive adjustments to the weighted average number of common shares which were excluded from the calculation (in thousands): 2016 2015 Common stock purchase warrants 7,033 4,372 Stock options 2,198 1,961 Restricted shares of common stock 80 121 9,311 6,454 |
Revenue and Accounts Receivab29
Revenue and Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Schedule of Revenue by Service Type | Revenue by service type for each of the years ended December 31 is comprised of the following (in thousands): 2016 2015 Biopharma Services $ 15,321 $ 11,564 Clinical Services 10,651 5,651 Discovery Services 1,077 825 $ 27,049 $ 18,040 |
Schedule of Accounts Receivable | Accounts receivable by service type at December 31, 2016 and 2015 consists of the following (in thousands): 2016 2015 Biopharma Services $ 3,683 $ 3,238 Clinical Services 8,972 3,733 Discovery Services 480 314 Allowance for doubtful accounts (1,387 ) (664 ) $ 11,748 $ 6,621 Allowance for Doubtful Accounts (in thousands) Balance, December 31, 2014 $ 251 Additions to allowance for doubtful accounts 413 Balance, December 31, 2015 664 Additions to allowance for doubtful accounts 723 Balance, December 31, 2016 $ 1,387 |
Schedule of Clinical Services Revenue by Payor | The breakdown of our Clinical Services revenue (as a percent of total revenue) is as follows: 2016 2015 Medicare 14 % 10 % Other insurers 20 % 12 % Other healthcare facilities 5 % 9 % Total Clinical Services 39 % 31 % |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | At December 31, 2016 and 2015 , other current assets consisted of the following (in thousands): 2016 2015 Inventory $ 146 $ 133 Prepaid expenses 2,028 1,985 $ 2,174 $ 2,118 |
Lease Commitments (Tables)
Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Minimum Future Lease Payments Under All Capital and Operating Leases | Minimum future lease payments under all capital and operating leases as of December 31, 2016 are as follows (in thousands): Capital Leases Operating Leases Total December 31, 2017 $ 136 $ 1,712 $ 1,848 2018 130 513 643 2019 113 383 496 2020 102 175 277 2021 68 — 68 Thereafter — — — Total minimum lease payments $ 549 $ 2,783 $ 3,332 Less amount representing interest 66 Present value of net minimum obligations 483 Less current obligation under capital lease 109 Long-term obligation under capital lease $ 374 |
Bank Term Note and Line of Cr32
Bank Term Note and Line of Credit (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt | The following is a summary of long-term debt as of December 31 (in thousands): 2016 2015 Term note, principal balance $ 4,667 $ 6,000 Less unamortized debt issuance costs 13 25 Term note, net 4,654 5,975 Less current maturities 2,000 1,333 Long-term portion $ 2,654 $ 4,642 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets are summarized by major classifications as follows (in thousands): 2016 2015 Equipment $ 9,094 $ 8,442 Furniture and fixtures 1,068 1,083 Leasehold improvements 932 932 11,094 10,457 Less accumulated depreciation (6,356 ) (4,388 ) Net fixed assets $ 4,738 $ 6,069 |
Patents and Other Intangible 34
Patents and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Patents and Other Intangible Assets | Patents and other intangible assets consist of the following at December 31, 2016 and 2015 : Weighted-Average (in thousands) (in thousands) Amortization 2016 2015 Period Patents $ 843 $ 724 10 years Patents - Response Genetics acquisition 800 800 7 years Software - Response Genetics acquisition 446 446 2 years 2,089 1,970 Less accumulated amortization (586 ) (243 ) Net patent and other intangible assets $ 1,503 $ 1,727 |
Schedule of Future Amortization Expense for Patents and Other Intangible Assets | Future amortization expense for legally approved patents (excluding patent applications in progress of approximately $444,000 as of December 31, 2016) and other intangible assets, is estimated as follows (in thousands): 2017 $ 289 2018 200 2019 153 2020 145 2021 139 2022 and thereafter 133 Total $ 1,059 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Reconciliation | The provision (benefit) for income taxes for the years ended December 31, 2016 and 2015 differs from the approximate amount of income tax benefit determined by applying the U.S. federal income tax rate to pre-tax loss, due to the following: For the Year Ended December 31, 2016 For the Year Ended December 31, 2015 Amount % of Amount % of Income tax benefit at federal statutory rate $ (5,531 ) 35.0 % $ (7,479 ) 35.0 % State tax provision, net of federal tax benefit (777 ) 4.9 % (878 ) 4.1 % Tax credits (342 ) 2.2 % (232 ) 1.1 % Stock based compensation 206 (1.3 )% 201 (0.9 )% Derivative warrants (534 ) 3.4 % (12 ) 0.1 % Investor consideration — — % (110 ) 0.5 % Change in valuation allowance 7,459 (47.2 )% 6,617 (31.0 )% Foreign operations 251 (1.6 )% 283 (1.3 )% Other (732 ) 4.6 % 426 (2.1 )% Income tax (benefit) provision $ — — % $ (1,184 ) 5.5 % |
Components of Approximate Deferred Tax | Approximate deferred taxes consist of the following components as of December 31, 2016 and 2015 (in thousands): 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 32,273 $ 25,085 Accruals and reserves 1,829 1,100 Non-qualified stock options 3,882 3,357 Research and development tax credits 1,331 989 Derivative warrant liability 26 26 Investment in joint venture 250 251 Goodwill — 283 Fixed assets — 78 Other 8 6 Total deferred tax assets 39,599 31,175 Less valuation allowance (38,634 ) (31,175 ) Net deferred tax assets 965 — Deferred tax liabilities Fixed assets (401 ) — Goodwill and intangible assets (564 ) — Net deferred taxes $ — $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 years ended December 31, 2016 and 2015 is as follows: Options Outstanding Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Number of Shares (in thousands) Weighted- Average Exercise Price Outstanding January 1, 2015 1,839 $ 10.58 8.49 $ 618 Granted 312 9.77 Exercised (4 ) 5.37 Cancelled or expired (186 ) 9.69 Outstanding December 31, 2015 1,961 $ 10.55 7.68 $ — Granted 417 1.95 Cancelled or expired (180 ) 8.44 Outstanding December 31, 2016 2,198 $ 9.09 7.04 $ — Exercisable, December 31, 2016 1,343 $ 10.18 6.13 $ — |
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 reaching their measurement date for non-employees during the periods presented: Year Ended December 31, 2016 2015 Volatility 74.08 % 70.38 % Risk free interest rate 1.64 % 2.10 % Dividend yield — — Term (years) 7.76 8.73 The following table presents the weighted-average assumptions used to estimate the fair value of options granted to employees during the periods presented: Year Ended December 31, 2016 2015 Volatility 73.86 % 60.69 % Risk free interest rate 1.25 % 1.63 % Dividend yield — — Term (years) 5.93 6.13 Weighted-average fair value of options granted during the period $ 1.26 $ 5.54 |
Nonvested Restricted Stock Shares Activity | The following table summarizes the activities for our non-vested restricted stock awards for the years ended December 31, 2016 and 2015 : Non-vested Restricted Stock Awards Number of Shares (in thousands) Weighted-Average Grant Date Fair Value Non-vested at January 1, 2015 133 $ 8.14 Granted 48 9.50 Vested (47 ) 9.09 Forfeited/cancelled (13 ) 9.03 Non-vested at December 31, 2015 121 $ 8.25 Granted 18 1.81 Vested (57 ) 8.99 Forfeited/cancelled (2 ) 9.02 Non-vested at December 31, 2016 80 $ 6.30 |
Effects of Stock-Based Compensation Related to Stock Option and Restricted Stock 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 Consolidated Statements of Operations during the periods presented (in thousands): Year Ended December 31, 2016 2015 Cost of revenues $ 290 $ 233 Research and development 172 360 General and administrative 1,446 2,106 Sales and marketing 108 135 Total stock-based compensation $ 2,016 $ 2,834 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Warrant Activity | The following table summarizes the warrant activity for the years ending December 31, 2016 and 2015 (in thousands, except exercise price): Issued With / For Exercise Warrants 2015 2015 Offering Adjustments (B) 2015 Warrants 2016 2016 Warrants Non-Derivative Warrants: Financing $ 10.00 243 — — — 243 — — 243 Financing 15.00 436 — — — 436 — (75 ) 361 Debt Guarantee 15.00 353 — — (120 ) 233 — (124 ) 109 Consulting 10.00 29 — — (19 ) 10 — (10 ) — 2015 Offering 5.00 — 3,450 — — 3,450 — — 3,450 $ 6.42 D 1,061 3,450 — (139 ) 4,372 — (209 ) 4,163 Derivative Warrants: Financing 4.00 A — — 60 — 60 — (60 ) — Financing 10.00 A 60 — (60 ) — — — — — Series B Pref. Stock 4.00 A — — 15 (15 ) — — — — Series B Pref. Stock 10.00 A 15 — (15 ) — — — — — 2016 Offerings 2.25 C — — — — — 2,870 — 2,870 $ 2.25 D 75 — — (15 ) 60 2,870 (60 ) 2,870 $ 4.72 D 1,136 3,450 — (154 ) 4,432 2,870 (269 ) 7,033 ________________________ A These warrants are subject to fair value accounting and contain an exercise price adjustment feature. See Note 14. B On November 12, 2015 the Company completed the 2015 Offering and the exercise price of certain derivative warrants were adjusted to $4.00 . C These warrants are subject to fair value accounting and contain a contingent net cash settlement feature. See Note 14. D Weighted average exercise prices are as of December 31, 2016. |
Fair Value of Warrants (Tables)
Fair Value of Warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
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 at December 31, 2016 and 2015 and during the years then ended. Series B Exercised During the Year Ended December 31, 2015 Exercise Price $ 4.00 Expected life (years) 0.01 Expected volatility 12.33 % Risk-free interest rate 0.07 % Expected dividend yield 0.00 % As of December 31, Financing 2015 Exercise Price $ 4.00 Expected life (years) 0.23 Expected volatility 70.82 % Risk-free interest rate 0.16 % Expected dividend yield 0.00 % Issued During the Year Ended December 31, 2016 As of December 31, 2016 2016 Offerings Exercise Price $ 2.25 2.25 Expected life (years) 5.50 5.06 Expected volatility 74.36 % 72.82 % Risk-free interest rate 1.30 % 1.93 % Expected dividend yield 0.00 % 0.00 % |
Summary of Derivative Warrant Activity | The following table summarizes the derivative warrant activity subject to fair value accounting for the years ended December 31, 2016 and 2015 (in thousands): Issued with 2016 Offerings Issued with Issued For Total Fair value of warrants outstanding as of January 1, 2015 — 8 44 52 Change in fair value of warrants — (8 ) (27 ) (35 ) Fair value of warrants outstanding as of December 31, 2015 — — 17 17 Fair value of warrants issued 3,526 — — 3,526 Change in fair value of warrants (1,508 ) — (17 ) (1,525 ) Fair value of warrants outstanding as of December 31, 2016 $ 2,018 $ — $ — $ 2,018 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 (in thousands): 2016 Total Quoted Prices in Significant Other Significant Warrant liability $ 2,018 — — $ 2,018 Notes payable 114 — — 114 $ 2,132 — — $ 2,132 2015 Total Quoted Prices in Significant Other Significant Warrant liability $ 17 — — $ 17 Notes payable 266 — — 266 $ 283 — — $ 283 |
Schedule of Fair Value Notes Payable for Contingent Consideration of Business Acquisitions | The following table summarizes the activity of the notes payable to VenturEast and Gentris contingent consideration which were measured at fair value using Level 3 inputs (in thousands): Note Payable Gentris Contingent to VenturEast Consideration Fair value at January 1, 2015 $ 535 $ 293 Change in fair value (269 ) (207 ) Settlement of liability — (86 ) Fair value at December 31, 2015 $ 266 $ — Change in fair value (152 ) — Fair value at December 31, 2016 $ 114 $ — |
Acquisition of Response Genet40
Acquisition of Response Genetics (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Response Genetics | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The final allocation of the purchase price of the fair value of the assets acquired and the liabilities assumed as of October 9, 2015 is as follows (in thousands): Amount Accounts receivable $ 344 Prepaid expenses and other current assets 561 Fixed assets 2,254 Intangible assets 1,246 Goodwill 8,842 Current liabilities (194 ) Obligations under capital lease (122 ) Total purchase price $ 12,931 |
Organization, Description of 41
Organization, Description of Business and Offerings - Public Offerings (Details) - USD ($) | Oct. 24, 2016 | Sep. 14, 2016 | May 25, 2016 | Nov. 12, 2015 | Jul. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 18, 2015 | Nov. 11, 2015 | Oct. 31, 2013 |
Public Offerings [Abstract] | ||||||||||
Common stock, shares issued (shares) | 18,936,000 | 13,652,000 | 10,000 | |||||||
Gross proceeds from public offering | $ 5,500,000 | $ 5,000,000 | ||||||||
Issuance of common stock (shares) | 50,000 | 2,750,000 | 2,467,820 | 2,800 | ||||||
Warrants to purchase common stock, issued (shares) | 137,500 | 75,215 | 350 | |||||||
Combined price for common stock and warrants issued (usd per share) | $ 1.50 | $ 2 | ||||||||
Exercise price of warrant (usd per share) | $ 4 | $ 4 | $ 10 | |||||||
2015 Offering | ||||||||||
Public Offerings [Abstract] | ||||||||||
Common stock, shares issued (shares) | 3,000,000 | |||||||||
Gross proceeds from public offering | $ 12,000,000 | |||||||||
Net proceeds from secondary public offering | $ 10,300,000 | |||||||||
Warrants to purchase common stock, issued (shares) | 3,000,000 | |||||||||
Combined price for common stock and warrants issued (usd per share) | $ 4 | |||||||||
Exercise price of warrant (usd per share) | $ 5 | |||||||||
Over-Allotment Option | ||||||||||
Public Offerings [Abstract] | ||||||||||
Warrants to purchase common stock, issued (shares) | 450,000 | |||||||||
Private Placement | ||||||||||
Public Offerings [Abstract] | ||||||||||
Warrants to purchase common stock, issued (shares) | 1,233,910 | |||||||||
Combined price for common stock and warrants issued (usd per share) | $ 2.25 | |||||||||
Warrants, period before exercisable | 6 months | |||||||||
Warrants, exercise period | 5 years | |||||||||
Institutional Investors | ||||||||||
Public Offerings [Abstract] | ||||||||||
Issuance of common stock (shares) | 2,150,000 | |||||||||
Warrants to purchase common stock, issued (shares) | 1,075,000 | |||||||||
Combined price for common stock and warrants issued (usd per share) | $ 2 | |||||||||
Private Placement, Placement Agent | ||||||||||
Public Offerings [Abstract] | ||||||||||
Warrants to purchase common stock, issued (shares) | 123,391 | |||||||||
Private Placement - September Offering | ||||||||||
Public Offerings [Abstract] | ||||||||||
Warrants to purchase common stock, issued (shares) | 1,375,000 | |||||||||
Combined price for common stock and warrants issued (usd per share) | $ 2.25 | |||||||||
Warrants, period before exercisable | 6 months | |||||||||
Warrants, exercise period | 5 years | |||||||||
Board of Directors Chairman | Private Placement | ||||||||||
Public Offerings [Abstract] | ||||||||||
Issuance of common stock (shares) | 317,820 | |||||||||
Warrants to purchase common stock, issued (shares) | 158,910 | |||||||||
Combined price for common stock and warrants issued (usd per share) | $ 2.2025 |
Significant Accounting Polici42
Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2016USD ($)Segment | Dec. 31, 2015USD ($) | |
Significant Accounting Policies [Line Items] | ||
Number of operating segments (segment) | Segment | 1 | |
Unrecognized tax benefits, income tax penalties and interest expense | $ 0 | $ 0 |
Uncertain tax positions | 0 | 0 |
Accrual for interest or penalties | 0 | 0 |
Income tax penalties and interest expense | 0 | 0 |
Accrued liability related to registration rights obligations associated with the issuance of Series B preferred stock and certain notes payable | 300,000 | |
Loss in equity-method investment | 73,000 | 707,000 |
Other Assets | ||
Significant Accounting Policies [Line Items] | ||
Net receivable due from the joint venture | 10,000 | 10,000 |
Patents | ||
Significant Accounting Policies [Line Items] | ||
Impairment of intangible assets | 0 | 0 |
Research and development | ||
Significant Accounting Policies [Line Items] | ||
Loss in equity-method investment | $ 73,000 | $ 707,000 |
Minimum | ||
Significant Accounting Policies [Line Items] | ||
Fixed assets, estimated useful lives | 5 years | |
Minimum | Software | ||
Significant Accounting Policies [Line Items] | ||
Intangible assets, useful life | 3 years | |
Maximum | ||
Significant Accounting Policies [Line Items] | ||
Fixed assets, estimated useful lives | 7 years | |
Maximum | Software | ||
Significant Accounting Policies [Line Items] | ||
Intangible assets, useful life | 5 years | |
Letter of Credit | Restricted Cash | ||
Significant Accounting Policies [Line Items] | ||
Line of credit | $ 300,000 |
Significant Accounting Polici43
Significant Accounting Policies - Schedule of Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||
Goodwill impairment loss | $ 0 | $ 0 |
Goodwill [Roll Forward] | ||
Beginning Balance | 12,029,000 | 3,187,000 |
Purchased through acquisitions | 8,842,000 | |
Ending Balance | $ 12,029,000 | $ 12,029,000 |
Significant Accounting Polici44
Significant Accounting Policies - Computation of Basic Net Loss and Diluted Net Loss per Share Data (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | ||
Net (loss) | $ (15,803) | $ (20,184) |
Less change in fair value of warrant liability | 0 | 35 |
Net (loss) for diluted earnings per share | $ (15,803) | $ (20,219) |
Denominator: | ||
Weighted-average basic common shares outstanding (shares) | 15,861 | 10,298 |
Assumed conversion of dilutive securities: | ||
Common stock purchase warrants (shares) | 0 | 1 |
Potentially dilutive common shares (shares) | 0 | 1 |
Denominator for diluted earnings per share-adjusted weighted-average shares (shares) | 15,861 | 10,299 |
Basic net loss per share (usd per share) | $ (1) | $ (1.96) |
Diluted net loss per share (usd per share) | $ (1) | $ (1.96) |
Significant Accounting Polici45
Significant Accounting Policies - Summary of Potentially Dilutive Adjustments to Weighted Average Number of Common Shares Excluded from Calculation (Detail) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 9,311 | 6,454 |
Common stock purchase warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 7,033 | 4,372 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 2,198 | 1,961 |
Restricted shares of common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 80 | 121 |
Revenue and Accounts Receivab46
Revenue and Accounts Receivable - Schedule of Revenue by Service Type (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||
Revenue | $ 27,049 | $ 18,040 | |
Biopharma Services | |||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||
Revenue | 15,321 | 11,564 | |
Clinical Services | |||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||
Revenue | 10,651 | 5,651 | |
Discovery Services | |||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||
Revenue | 1,077 | $ 825 | |
Response Genetics | Biopharma Services | |||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||
Revenue | $ 486 | 2,085 | |
Response Genetics | Clinical Services | |||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||
Revenue | $ 1,265 | $ 6,190 |
Revenue and Accounts Receivab47
Revenue and Accounts Receivable - Schedule of Accounts Receivable by Service Type (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Allowance for doubtful accounts | $ (1,387) | $ (664) | $ (251) |
Accounts receivable, net | 11,748 | 6,621 | |
Biopharma Services | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, gross | 3,683 | 3,238 | |
Clinical Services | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, gross | 8,972 | 3,733 | |
Discovery Services | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, gross | $ 480 | $ 314 |
Revenue and Accounts Receivab48
Revenue and Accounts Receivable - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Beginning of the period | $ 664 | $ 251 |
Additions to allowance for doubtful accounts | 723 | 413 |
End of the period | $ 1,387 | $ 664 |
Revenue and Accounts Receivab49
Revenue and Accounts Receivable - Schedule of Clinical Services Revenue by Payor (Details) - Payor - Sales Revenue, Net | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Product Information [Line Items] | ||
Percentage of revenue | 39.00% | 31.00% |
Medicare | ||
Product Information [Line Items] | ||
Percentage of revenue | 14.00% | 10.00% |
Other insurers | ||
Product Information [Line Items] | ||
Percentage of revenue | 20.00% | 12.00% |
Other healthcare facilities | ||
Product Information [Line Items] | ||
Percentage of revenue | 5.00% | 9.00% |
Revenue and Accounts Receivab50
Revenue and Accounts Receivable - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($)client | Dec. 31, 2015USD ($)client | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Revenue | $ 27,049 | $ 18,040 | |
Sites accounted for approximately 10% or more of our revenue (client) | client | 1 | 1 | |
Biopharma Services | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Revenue | $ 15,321 | $ 11,564 | |
Biopharma Services | Payor | Sales | 10% or More Clinical Revenue | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of revenue | 16.00% | ||
Clinical Services | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Revenue | $ 10,651 | $ 5,651 | |
Customer One | Biopharma Services | Payor | Sales | 10% or More Clinical Revenue | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of revenue | 19.00% | ||
Clinical Testing | Payor | Testing Volume | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of revenue | 31.00% | 49.00% | |
Community Hospitals | Payor | Testing Volume | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of revenue | 6.00% | 18.00% | |
Response Genetics | Biopharma Services | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Revenue | $ 486 | $ 2,085 | |
Response Genetics | Clinical Services | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Revenue | $ 1,265 | $ 6,190 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Inventory | $ 146 | $ 133 |
Prepaid expenses | 2,028 | 1,985 |
Other assets, current | $ 2,174 | $ 2,118 |
Lease Commitments - Additional
Lease Commitments - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2016USD ($)ft²$ / ft² | Dec. 31, 2015USD ($) | |
Operating Leased Assets [Line Items] | ||
Security deposit for lease | $ | $ 300,000 | |
Equipment under these capital leases, cost | $ | 916,600 | |
Equipment under these capital leases, accumulated depreciation | $ | 279,788 | |
Rent expense | $ | $ 1,700,000 | $ 1,100,000 |
Minimum | ||
Operating Leased Assets [Line Items] | ||
Periodic rent increases per square foot per year | $ / ft² | 1 | |
Maximum | ||
Operating Leased Assets [Line Items] | ||
Periodic rent increases per square foot per year | $ / ft² | 2 | |
Rutherford, New Jersey Office and Laboratory Space | ||
Operating Leased Assets [Line Items] | ||
Operating leases, office space area (sqft) | ft² | 17,900 | |
Security deposit for lease | $ | $ 300,000 | |
Morrisville, North Carolina Office and Laboratory Space | ||
Operating Leased Assets [Line Items] | ||
Operating leases, office space area (sqft) | ft² | 24,900 | |
Los Angeles, California Office and Laboratory Space | ||
Operating Leased Assets [Line Items] | ||
Operating leases, office space area (sqft) | ft² | 19,100 | |
Hyderabad, India Office and Laboratory Space | ||
Operating Leased Assets [Line Items] | ||
Operating leases, office space area (sqft) | ft² | 10,000 | |
Shanghai, China Office and Laboratory Space | ||
Operating Leased Assets [Line Items] | ||
Operating leases, office space area (sqft) | ft² | 2,700 |
Lease Commitments - Minimum Fut
Lease Commitments - Minimum Future Lease Payments Under All Capital and Operating Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Capital Leases | ||
2,017 | $ 136 | |
2,018 | 130 | |
2,019 | 113 | |
2,020 | 102 | |
2,021 | 68 | |
Thereafter | 0 | |
Total minimum lease payments | 549 | |
Less amount representing interest | 66 | |
Present value of net minimum obligations | 483 | |
Less current obligation under capital lease | 109 | $ 122 |
Long-term obligation under capital lease | 374 | $ 276 |
Operating Leases | ||
2,017 | 1,712 | |
2,018 | 513 | |
2,019 | 383 | |
2,020 | 175 | |
2,021 | 0 | |
Thereafter | 0 | |
Total minimum lease payments | 2,783 | |
Total, 2017 | 1,848 | |
Total, 2018 | 643 | |
Total, 2019 | 496 | |
Total, 2020 | 277 | |
Total, 2021 | 68 | |
Total, Thereafter | 0 | |
Total, Total minimum lease payments | $ 3,332 |
Bank Term Note and Line of Cr54
Bank Term Note and Line of Credit, Additional Information (Details) - USD ($) | May 07, 2015 | Dec. 31, 2016 | Jan. 28, 2016 | Dec. 31, 2015 |
Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Term note, principal balance | $ 6,000,000 | |||
Periodic principal payments | $ 167,000 | |||
Stated interest rate, minimum (as a percent) | 5.25% | |||
Effective interest rate (as a percent) | 5.75% | 5.50% | ||
Balloon payment | $ 180,000 | |||
Debt outstanding, gross | $ 4,666,667 | $ 6,000,000 | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||
2,017 | 2,000,000 | |||
2,018 | 2,000,000 | |||
2,019 | $ 666,667 | |||
Secured Debt | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as a percent) | 2.00% | |||
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Line of credit, maximum borrowing capacity | $ 4,000,000 | |||
Line of credit, maximum borrowing capacity, percentage of accounts receivable | 80.00% | |||
Effective interest rate (as a percent) | 5.25% | 5.00% | ||
Line of credit | $ 0 | |||
Additional equity requirement before additional funds may be drawn | $ 2,500,000 | |||
Line of Credit | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as a percent) | 1.50% |
Bank Term Note and Line of Cr55
Bank Term Note and Line of Credit - Summary of Long-Term Debt (Detail) - Secured Debt - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Term note, principal balance | $ 4,666,667 | $ 6,000,000 |
Less unamortized debt issuance costs | 13,000 | 25,000 |
Term note, net | 4,654,000 | 5,975,000 |
Less current maturities | 2,000,000 | 1,333,000 |
Long-term portion | $ 2,654,000 | $ 4,642,000 |
Letter of Credit - Additional I
Letter of Credit - Additional Information (Detail) | Dec. 31, 2016USD ($) |
Debt Disclosure [Abstract] | |
Stand-by letter of credit | $ 300,000 |
Fixed Assets - Summary by Major
Fixed Assets - Summary by Major Classifications (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Abstract] | ||
Equipment | $ 9,094 | $ 8,442 |
Furniture and fixtures | 1,068 | 1,083 |
Leasehold improvements | 932 | 932 |
Gross | 11,094 | 10,457 |
Less accumulated depreciation | (6,356) | (4,388) |
Net fixed assets | $ 4,738 | $ 6,069 |
Patents and Other Intangible 58
Patents and Other Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 2,089 | $ 1,970 |
Less accumulated amortization | (586) | (243) |
Total | 1,503 | 1,727 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 843 | 724 |
Weighted average amortization period | 10 years | |
Finite-Lived Intangible Assets, Legally Approved Patents Excluding Patents In Application Process | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 444 | |
Response Genetics | Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 800 | 800 |
Weighted average amortization period | 7 years | |
Response Genetics | Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 446 | $ 446 |
Weighted average amortization period | 2 years |
Patents and Other Intangible 59
Patents and Other Intangible Assets - Schedule of Future Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 1,503 | $ 1,727 |
Finite-Lived Intangible Assets, Excluding Patents In Application Process | ||
Finite-Lived Intangible Assets [Line Items] | ||
2,017 | 289 | |
2,018 | 200 | |
2,019 | 153 | |
2,020 | 145 | |
2,021 | 139 | |
2022 and thereafter | 133 | |
Total | $ 1,059 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Income tax benefit at federal statutory rate | $ (5,531) | $ (7,479) |
State tax provision, net of federal tax benefit | (777) | (878) |
Tax credits | (342) | (232) |
Stock based compensation | 206 | 201 |
Derivative warrants | (534) | (12) |
Investor consideration | 0 | (110) |
Change in valuation allowance | 7,459 | 6,617 |
Foreign operations | 251 | 283 |
Other | (732) | 426 |
Income tax (benefit) provision | $ 0 | $ (1,184) |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Income tax benefit at federal statutory rate | 35.00% | 35.00% |
State tax provision, net of federal tax benefit | 4.90% | 4.10% |
Tax credits | 2.20% | 1.10% |
Stock based compensation | (1.30%) | (0.90%) |
Derivative warrants | 3.40% | 0.10% |
Investor consideration | 0.00% | 0.50% |
Change in valuation allowance | (47.20%) | (31.00%) |
Foreign operations | (1.60%) | (1.30%) |
Other | 4.60% | (2.10%) |
Income tax (benefit) provision | 0.00% | 5.50% |
Income Taxes - Components of Ap
Income Taxes - Components of Approximate Deferred Tax (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 32,273 | $ 25,085 |
Accruals and reserves | 1,829 | 1,100 |
Non-qualified stock options | 3,882 | 3,357 |
Research and development tax credits | 1,331 | 989 |
Derivative warrant liability | 26 | 26 |
Investment in joint venture | 250 | 251 |
Goodwill | 0 | 283 |
Fixed assets | 0 | 78 |
Other | 8 | 6 |
Total deferred tax assets | 39,599 | 31,175 |
Less valuation allowance | (38,634) | (31,175) |
Net deferred tax assets | 965 | 0 |
Deferred tax liabilities | ||
Fixed assets | (401) | 0 |
Goodwill and intangible assets | (564) | 0 |
Net deferred taxes | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | Feb. 22, 2017 | Nov. 30, 2015 | Dec. 31, 2016 |
Income Tax [Line Items] | |||
Net operating loss carryforward | $ 87,000,000 | ||
Proceeds from sale of operating loss carryforwards and tax credits | $ 1,183,564 | ||
New Jersey | |||
Income Tax [Line Items] | |||
Net operating loss carryforward | 15,990,475 | ||
Research and Development | |||
Income Tax [Line Items] | |||
Research and development tax credits | $ 289,978 | ||
New Jersey Division of Taxation | Subsequent Event | |||
Income Tax [Line Items] | |||
Net operating losses sold | $ 18,177,059 | ||
Proceeds from sale of net operating losses | 950,000 | ||
State and Local Jurisdiction | Subsequent Event | |||
Income Tax [Line Items] | |||
State research and development tax credits sold | $ 167,572 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Detail) - USD ($) | Oct. 24, 2016 | Sep. 14, 2016 | May 25, 2016 | Nov. 12, 2015 | Jul. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 18, 2015 | Nov. 11, 2015 | Oct. 31, 2013 |
Class of Stock [Line Items] | ||||||||||
Common stock, shares issued (shares) | 18,936,000 | 13,652,000 | 10,000 | |||||||
Gross proceeds from public offering | $ 5,500,000 | $ 5,000,000 | ||||||||
Issuance of common stock (shares) | 50,000 | 2,750,000 | 2,467,820 | 2,800 | ||||||
Proceeds from issuance of common stock | $ 34,000 | |||||||||
Warrants to purchase common stock, issued (shares) | 137,500 | 75,215 | 350 | |||||||
Combined price for common stock and warrants issued (usd per share) | $ 1.50 | $ 2 | ||||||||
Exercise price of warrant (usd per share) | $ 4 | $ 4 | $ 10 | |||||||
Preferred stock, shares authorized (shares) | 9,764,000 | 9,764,000 | ||||||||
Preferred stock, shares outstanding (shares) | 0 | 0 | ||||||||
2015 Offering | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, shares issued (shares) | 3,000,000 | |||||||||
Gross proceeds from public offering | $ 12,000,000 | |||||||||
Net proceeds from secondary public offering | $ 10,300,000 | |||||||||
Warrants to purchase common stock, issued (shares) | 3,000,000 | |||||||||
Combined price for common stock and warrants issued (usd per share) | $ 4 | |||||||||
Exercise price of warrant (usd per share) | $ 5 | |||||||||
Over-Allotment Option | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants to purchase common stock, issued (shares) | 450,000 | |||||||||
Private Placement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants to purchase common stock, issued (shares) | 1,233,910 | |||||||||
Warrants, period before exercisable | 6 months | |||||||||
Combined price for common stock and warrants issued (usd per share) | $ 2.25 | |||||||||
Warrants, exercise period | 5 years | |||||||||
Institutional Investors | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (shares) | 2,150,000 | |||||||||
Warrants to purchase common stock, issued (shares) | 1,075,000 | |||||||||
Combined price for common stock and warrants issued (usd per share) | $ 2 | |||||||||
Private Placement, Placement Agent | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants to purchase common stock, issued (shares) | 123,391 | |||||||||
Private Placement - September Offering | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants to purchase common stock, issued (shares) | 1,375,000 | |||||||||
Warrants, period before exercisable | 6 months | |||||||||
Combined price for common stock and warrants issued (usd per share) | $ 2.25 | |||||||||
Warrants, exercise period | 5 years | |||||||||
Board of Directors Chairman | Private Placement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (shares) | 317,820 | |||||||||
Warrants to purchase common stock, issued (shares) | 158,910 | |||||||||
Combined price for common stock and warrants issued (usd per share) | $ 2.2025 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||||||||
May 31, 2014$ / sharesshares | Oct. 31, 2013$ / sharesshares | Dec. 31, 2016USD ($)Stock_Planentityshares | Dec. 31, 2015USD ($)shares | Oct. 11, 2016shares | May 22, 2014shares | May 14, 2014shares | Jun. 30, 2011shares | Apr. 01, 2010shares | Apr. 29, 2008shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of equity incentive plans (stock_plan) | Stock_Plan | 2 | |||||||||
Options granted maximum exercisable period | 10 years | |||||||||
Issuance of shares under stock options plans (shares) | 48,000 | |||||||||
Stock appreciation rights (shares) | 0 | |||||||||
Restricted stock awarded under Stock Option Plans (shares) | 293,000 | |||||||||
Proceeds from option exercises | $ | $ 0 | $ 23,480 | ||||||||
Number of entities used to calculate volatility rate (entity) | entity | 3 | |||||||||
Options exchanged (shares) | 0 | 4,000 | ||||||||
Employee | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation cost | $ | $ 2,971,371 | |||||||||
Unrecognized compensation cost, period for recognition | 2 years 3 months 18 days | |||||||||
Non-Employee | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation cost | $ | $ 19,500 | |||||||||
Unrecognized compensation cost, period for recognition | 1 year | |||||||||
Dividend yield | 0.00% | 0.00% | ||||||||
Options exchanged (shares) | 10,000 | |||||||||
Exercise price of options exchanged (usd per share) | $ / shares | $ 15.39 | |||||||||
Director | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Issuance of shares under stock options plans (shares) | 200,000 | |||||||||
Exercise price of options exchanged (usd per share) | $ / shares | $ 15.89 | |||||||||
2011 Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares of common stock reserved for issuance (shares) | 350,000 | |||||||||
Number of common stock shares authorized for issuance (shares) | 3,150,000 | 2,000,000 | 2,650,000 | |||||||
Shares available for future awards (shares) | 1,097,355 | |||||||||
2008 Stock Option Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares of common stock reserved for issuance (shares) | 550,000 | 251,475 | ||||||||
Shares available for future awards (shares) | 114,254 | |||||||||
Restricted Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation cost, period for recognition | 1 year 9 months 18 days | |||||||||
Compensation cost not yet recognized, equity instruments other than options | $ | $ 400,575 | |||||||||
Employee Stock Option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Dividend yield | 0.00% | 0.00% | ||||||||
Expected forfeitures | 0.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Employee and Nonemployee Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Options Outstanding, Number of Shares Outstanding | |||
Outstanding, beginning balance (shares) | 1,961,000 | 1,839,000 | |
Granted (shares) | 417,000 | 312,000 | |
Exercised (shares) | 0 | (4,000) | |
Canceled or expired (shares) | (180,000) | (186,000) | |
Outstanding, ending balance (shares) | 2,198,000 | 1,961,000 | 1,839,000 |
Exercisable (shares) | 1,343,000 | ||
Options Outstanding, Weighted Average Exercise Price | |||
Outstanding, beginning balance (usd per share) | $ 10.55 | $ 10.58 | |
Granted (usd per share) | 1.95 | 9.77 | |
Exercised (usd per share) | 5.37 | ||
Canceled or expired (usd per share) | 8.44 | 9.69 | |
Outstanding, ending balance (usd per share) | 9.09 | $ 10.55 | $ 10.58 |
Exercisable (usd per share) | $ 10.18 | ||
Weighted-Average Remaining Contractual Term (in years) | |||
Outstanding | 7 years 15 days | 7 years 8 months 5 days | 8 years 5 months 27 days |
Exercisable | 6 years 1 month 17 days | ||
Aggregate Intrinsic Value | |||
Outstanding | $ 0 | $ 0 | $ 618 |
Exercisable | $ 0 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Assumptions Used to Estimate Fair Value of Options Granted (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Non-Employee | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 74.08% | 70.38% |
Risk free interest rate | 1.64% | 2.10% |
Dividend yield | 0.00% | 0.00% |
Term (years) | 7 years 9 months 4 days | 8 years 8 months 23 days |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 73.86% | 60.69% |
Risk free interest rate | 1.25% | 1.63% |
Dividend yield | 0.00% | 0.00% |
Term (years) | 5 years 11 months 5 days | 6 years 1 month 17 days |
Weighted-average fair value of options granted during the period (usd per share) | $ 1.26 | $ 5.54 |
Stock-Based Compensation - Su67
Stock-Based Compensation - Summary of Restricted Stock Award Activity (Details) - Restricted Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Shares (in shares): | ||
Non-vested, beginning balance (shares) | 121,000 | 133,000 |
Granted (shares) | 18,000 | 48,000 |
Vested (shares) | (57,000) | (47,000) |
Forfeited/canceled (shares) | (2,000) | (13,000) |
Non-vested, ending balance (shares) | 80,000 | 121,000 |
Weighted-Average Grant Date Fair Value (in dollars per share): | ||
Non-vested, weighted average grant date fair value, beginning balance (usd per share) | $ 8.25 | $ 8.14 |
Granted, weighted average grant date fair value (usd per share) | 1.81 | 9.50 |
Vested, weighted average grant date fair value (usd per share) | 8.99 | 9.09 |
Forfeited/canceled, weighted average grant date fair value (usd per share) | 9.02 | 9.03 |
Non-vested, weighted average grant date fair value, ending balance (usd per share) | $ 6.30 | $ 8.25 |
Stock-Based Compensation - Effe
Stock-Based Compensation - Effects of Stock-Based Compensation Related to Stock Option and Restricted Stock Awards (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Stock-based compensation | $ 2,016 | $ 2,834 |
Cost of revenues | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Stock-based compensation | 290 | 233 |
Research and development | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Stock-based compensation | 172 | 360 |
General and administrative | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Stock-based compensation | 1,446 | 2,106 |
Sales and marketing | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Stock-based compensation | $ 108 | $ 135 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) | Dec. 21, 2016 | Dec. 01, 2016 | Sep. 14, 2016 | Jun. 30, 2016 | May 25, 2016 | Mar. 23, 2016 | Feb. 21, 2016 | Dec. 09, 2015 | Nov. 18, 2015 | Apr. 01, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 12, 2015 | Nov. 11, 2015 | Dec. 31, 2014 |
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrants exercise price (usd per share) | $ 4.72 | ||||||||||||||
Warrants to purchase common stock, issued (shares) | 137,500 | 350 | 75,215 | ||||||||||||
Shares issuable on exercise of warrants (shares) | 0 | ||||||||||||||
Proceeds from warrants exercised | $ 1,400 | $ 0 | $ 1,000 | ||||||||||||
Warrants issued (shares) | 2,870,000 | 3,450,000 | |||||||||||||
Warrant outstanding (shares) | 7,033,000 | 4,432,000 | 1,136,000 | ||||||||||||
Class of warrant or right, expired (shares) | 70,000 | 200 | 14,665 | 19,138 | 269,000 | 154,000 | |||||||||
Exercise price of warrant (usd per share) | $ 4 | $ 4 | $ 10 | ||||||||||||
John Pappajohn | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Class of warrant or right, expired (shares) | 75,294 | 37,000 | 86,533 | 120,000 | |||||||||||
Series B Preferred Stock | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrant outstanding (shares) | 60,200 | ||||||||||||||
2015 Offering | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrants to purchase common stock, issued (shares) | 3,000,000 | ||||||||||||||
Exercise price of warrant (usd per share) | $ 5 | ||||||||||||||
Over-Allotment Option | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrants to purchase common stock, issued (shares) | 450,000 | ||||||||||||||
Private Placement | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrants to purchase common stock, issued (shares) | 1,233,910 | ||||||||||||||
Warrants, period before exercisable | 6 months | ||||||||||||||
Warrants, exercise period | 5 years | ||||||||||||||
Private Placement - September Offering | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrants to purchase common stock, issued (shares) | 1,375,000 | ||||||||||||||
Warrants, period before exercisable | 6 months | ||||||||||||||
Warrants, exercise period | 5 years | ||||||||||||||
Derivative Warrants | Private Placement | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrants, period before exercisable | 6 months | ||||||||||||||
Warrants, exercise period | 5 years | ||||||||||||||
Derivative Warrants | Private Placement | 2016 Offering | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrants issued (shares) | 1,357,301 | ||||||||||||||
Warrants, period before exercisable | 6 months | ||||||||||||||
Exercise price of warrant (usd per share) | $ 2.25 | ||||||||||||||
Warrants, exercise period | 5 years | ||||||||||||||
Derivative Warrants | Private Placement - September Offering | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrants issued (shares) | 1,512,500 | ||||||||||||||
Exercise price of warrant (usd per share) | $ 2.25 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Detail) - $ / shares | Dec. 21, 2016 | Dec. 01, 2016 | Sep. 14, 2016 | Jun. 30, 2016 | Mar. 23, 2016 | Feb. 21, 2016 | Dec. 09, 2015 | Nov. 18, 2015 | Apr. 01, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Class of Warrant or Right [Line Items] | |||||||||||
Warrants exercise price (usd per share) | $ 4.72 | ||||||||||
Class of Warrants Outstanding [Roll Forward] | |||||||||||
Warrants Outstanding, Beginning Balance (shares) | 4,432,000 | 1,136,000 | |||||||||
Warrants Issued (shares) | 2,870,000 | 3,450,000 | |||||||||
Warrant Adjustments (shares) | 0 | ||||||||||
Warrants Expired (shares) | (70,000) | (200) | (14,665) | (19,138) | (269,000) | (154,000) | |||||
Warrants Outstanding, Ending Balance (shares) | 7,033,000 | 4,432,000 | |||||||||
Warrant Issued With | Non-Derivative Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants exercise price (usd per share) | $ 6.42 | ||||||||||
Class of Warrants Outstanding [Roll Forward] | |||||||||||
Warrants Outstanding, Beginning Balance (shares) | 4,372,000 | 1,061,000 | |||||||||
Warrants Issued (shares) | 0 | 3,450,000 | |||||||||
Warrant Adjustments (shares) | 0 | ||||||||||
Warrants Expired (shares) | (209,000) | (139,000) | |||||||||
Warrants Outstanding, Ending Balance (shares) | 4,163,000 | 4,372,000 | |||||||||
Warrant Issued For | Derivative Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants exercise price (usd per share) | $ 2.25 | ||||||||||
Class of Warrants Outstanding [Roll Forward] | |||||||||||
Warrants Outstanding, Beginning Balance (shares) | 60,000 | 75,000 | |||||||||
Warrants Issued (shares) | 2,870,000 | 0 | |||||||||
Warrant Adjustments (shares) | 0 | ||||||||||
Warrants Expired (shares) | (60,000) | (15,000) | |||||||||
Warrants Outstanding, Ending Balance (shares) | 2,870,000 | 60,000 | |||||||||
Debt Guarantee | Warrant Issued With | Non-Derivative Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants exercise price (usd per share) | $ 15 | ||||||||||
Class of Warrants Outstanding [Roll Forward] | |||||||||||
Warrants Outstanding, Beginning Balance (shares) | 233,000 | 353,000 | |||||||||
Warrants Issued (shares) | 0 | 0 | |||||||||
Warrant Adjustments (shares) | 0 | ||||||||||
Warrants Expired (shares) | (124,000) | (120,000) | |||||||||
Warrants Outstanding, Ending Balance (shares) | 109,000 | 233,000 | |||||||||
Series B Preferred Stock | Instrument Type One | Warrant Issued For | Derivative Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants exercise price (usd per share) | $ 4 | ||||||||||
Class of Warrants Outstanding [Roll Forward] | |||||||||||
Warrants Outstanding, Beginning Balance (shares) | 0 | 0 | |||||||||
Warrants Issued (shares) | 0 | 0 | |||||||||
Warrant Adjustments (shares) | 15,000 | ||||||||||
Warrants Expired (shares) | 0 | (15,000) | |||||||||
Warrants Outstanding, Ending Balance (shares) | 0 | 0 | |||||||||
Series B Preferred Stock | Instrument Type Two | Warrant Issued For | Derivative Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants exercise price (usd per share) | $ 10 | ||||||||||
Class of Warrants Outstanding [Roll Forward] | |||||||||||
Warrants Outstanding, Beginning Balance (shares) | 0 | 15,000 | |||||||||
Warrants Issued (shares) | 0 | 0 | |||||||||
Warrant Adjustments (shares) | (15,000) | ||||||||||
Warrants Expired (shares) | 0 | 0 | |||||||||
Warrants Outstanding, Ending Balance (shares) | 0 | 0 | |||||||||
Financing One | Warrant Issued With | Non-Derivative Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants exercise price (usd per share) | $ 10 | ||||||||||
Class of Warrants Outstanding [Roll Forward] | |||||||||||
Warrants Outstanding, Beginning Balance (shares) | 243,000 | 243,000 | |||||||||
Warrants Issued (shares) | 0 | 0 | |||||||||
Warrant Adjustments (shares) | 0 | ||||||||||
Warrants Expired (shares) | 0 | 0 | |||||||||
Warrants Outstanding, Ending Balance (shares) | 243,000 | 243,000 | |||||||||
Financing Two | Warrant Issued With | Non-Derivative Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants exercise price (usd per share) | $ 15 | ||||||||||
Class of Warrants Outstanding [Roll Forward] | |||||||||||
Warrants Outstanding, Beginning Balance (shares) | 436,000 | 436,000 | |||||||||
Warrants Issued (shares) | 0 | 0 | |||||||||
Warrant Adjustments (shares) | 0 | ||||||||||
Warrants Expired (shares) | (75,000) | 0 | |||||||||
Warrants Outstanding, Ending Balance (shares) | 361,000 | 436,000 | |||||||||
Consulting One | Warrant Issued With | Non-Derivative Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants exercise price (usd per share) | $ 10 | ||||||||||
Class of Warrants Outstanding [Roll Forward] | |||||||||||
Warrants Outstanding, Beginning Balance (shares) | 10,000 | 29,000 | |||||||||
Warrants Issued (shares) | 0 | 0 | |||||||||
Warrant Adjustments (shares) | 0 | ||||||||||
Warrants Expired (shares) | (10,000) | (19,000) | |||||||||
Warrants Outstanding, Ending Balance (shares) | 0 | 10,000 | |||||||||
Financing Three | Warrant Issued For | Derivative Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants exercise price (usd per share) | $ 4 | ||||||||||
Class of Warrants Outstanding [Roll Forward] | |||||||||||
Warrants Outstanding, Beginning Balance (shares) | 60,000 | 0 | |||||||||
Warrants Issued (shares) | 0 | 0 | |||||||||
Warrant Adjustments (shares) | 60,000 | ||||||||||
Warrants Expired (shares) | (60,000) | 0 | |||||||||
Warrants Outstanding, Ending Balance (shares) | 0 | 60,000 | |||||||||
Financing Four | Warrant Issued For | Derivative Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants exercise price (usd per share) | $ 10 | ||||||||||
Class of Warrants Outstanding [Roll Forward] | |||||||||||
Warrants Outstanding, Beginning Balance (shares) | 0 | 60,000 | |||||||||
Warrants Issued (shares) | 0 | 0 | |||||||||
Warrant Adjustments (shares) | (60,000) | ||||||||||
Warrants Expired (shares) | 0 | 0 | |||||||||
Warrants Outstanding, Ending Balance (shares) | 0 | 0 | |||||||||
2015 Offering | Warrant Issued With | Non-Derivative Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants exercise price (usd per share) | $ 5 | ||||||||||
Class of Warrants Outstanding [Roll Forward] | |||||||||||
Warrants Outstanding, Beginning Balance (shares) | 3,450,000 | 0 | |||||||||
Warrants Issued (shares) | 0 | 3,450,000 | |||||||||
Warrant Adjustments (shares) | 0 | ||||||||||
Warrants Expired (shares) | 0 | 0 | |||||||||
Warrants Outstanding, Ending Balance (shares) | 3,450,000 | 3,450,000 | |||||||||
Private Placement | Warrant Issued With | Non-Derivative Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants exercise price (usd per share) | $ 2.25 | ||||||||||
Class of Warrants Outstanding [Roll Forward] | |||||||||||
Warrants Outstanding, Beginning Balance (shares) | 0 | 0 | |||||||||
Warrants Issued (shares) | 2,870,000 | 0 | |||||||||
Warrant Adjustments (shares) | 0 | ||||||||||
Warrants Expired (shares) | 0 | 0 | |||||||||
Warrants Outstanding, Ending Balance (shares) | 2,870,000 | 0 | |||||||||
Private Placement - September Offering | Derivative Warrants | |||||||||||
Class of Warrants Outstanding [Roll Forward] | |||||||||||
Warrants Issued (shares) | 1,512,500 | ||||||||||
John Pappajohn | |||||||||||
Class of Warrants Outstanding [Roll Forward] | |||||||||||
Warrants Expired (shares) | (75,294) | (37,000) | (86,533) | (120,000) |
Fair Value of Warrants - Assump
Fair Value of Warrants - Assumptions Used in Computing Fair Value of Derivative Warrants (Detail) - $ / shares | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Series B Preferred Stock | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price (USD per share) | $ 4 | ||
Expected life (years) | 4 days | ||
Expected volatility | 12.33% | ||
Risk-free interest rate | 0.07% | ||
Expected dividend yield | 0.00% | ||
Financing | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price (USD per share) | $ 4 | ||
Expected life (years) | 2 months 23 days | ||
Expected volatility | 70.82% | ||
Risk-free interest rate | 0.16% | ||
Expected dividend yield | 0.00% | ||
2016 Offering | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price (USD per share) | $ 2.25 | $ 2.25 | |
Expected life (years) | 5 years 22 days | 5 years 6 months | |
Expected volatility | 72.82% | 74.36% | |
Risk-free interest rate | 1.93% | 1.30% | |
Expected dividend yield | 0.00% | 0.00% |
Fair Value of Warrants - Additi
Fair Value of Warrants - Additional Information (Detail) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Class of Warrant or Right [Line Items] | ||
Fair value of warrants issue price (USD per share) | $ 1.35 | $ 3.30 |
Minimum | ||
Class of Warrant or Right [Line Items] | ||
Fair value of stock prices in computing fair value for warrants issued (USD per share) | 1.35 | 3.30 |
Maximum | ||
Class of Warrant or Right [Line Items] | ||
Fair value of stock prices in computing fair value for warrants issued (USD per share) | $ 2.14 | $ 11.76 |
Fair Value of Warrants - Summar
Fair Value of Warrants - Summary of Derivative Warrant Activity (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Warrants Outstanding [Roll Forward] | ||
Beginning balance | $ 17 | $ 52 |
Change in fair value of warrants | (1,525) | (35) |
Fair value of warrants issued | 3,526 | |
Ending balance | 2,018 | 17 |
Financing | ||
Class of Warrants Outstanding [Roll Forward] | ||
Beginning balance | 17 | 44 |
Change in fair value of warrants | (17) | (27) |
Fair value of warrants issued | 0 | |
Ending balance | 0 | 17 |
Series A Preferred Stock | ||
Class of Warrants Outstanding [Roll Forward] | ||
Beginning balance | 0 | 0 |
Change in fair value of warrants | (1,508) | 0 |
Fair value of warrants issued | 3,526 | |
Ending balance | 2,018 | 0 |
Series B Preferred Stock | ||
Class of Warrants Outstanding [Roll Forward] | ||
Beginning balance | 0 | 8 |
Change in fair value of warrants | 0 | (8) |
Fair value of warrants issued | 0 | |
Ending balance | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Liabilities Measured at Fair Value on Recurring Basis (Detail) - Recurring - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 2,018 | $ 17 |
Total liabilities | 2,132 | 283 |
BioServe | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 114 | 266 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Total liabilities | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | BioServe | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Total liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | BioServe | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 2,018 | 17 |
Total liabilities | 2,132 | 283 |
Significant Unobservable Inputs (Level 3) | BioServe | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 114 | $ 266 |
Fair Value Measurements - Sum75
Fair Value Measurements - Summary of Fair Value of Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Gentris Corporation | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Settlement of liability | $ (86,400) | |
Recurring | Significant Unobservable Inputs (Level 3) | Gentris Corporation | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value beginning balance | $ 0 | 293,000 |
Change in fair value | 0 | (207,000) |
Settlement of liability | (86,000) | |
Fair value ending balance | 0 | 0 |
Ventureast Trustee Company Pvt Ltd | Recurring | Significant Unobservable Inputs (Level 3) | BioServe | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value beginning balance | 266,000 | 535,000 |
Change in fair value | (152,000) | (269,000) |
Settlement of liability | 0 | |
Fair value ending balance | $ 114,000 | $ 266,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Aug. 18, 2014 | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Change in fair value of acquisition note payable | $ (152,000) | $ (269,000) | |
Gentris Corporation | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Change in fair value of acquisition note payable | 0 | (207,000) | |
Settlement of contingent consideration | 86,400 | ||
BioServe | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Change in fair value of acquisition note payable | (152,000) | 269,000 | |
BioServe | Ventureast Trustee Company Pvt Ltd | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Change in fair value of acquisition note payable | $ 152,000 | $ 269,000 | |
Business combination, consideration transferred, notes payable in shares | 84,278 |
Acquisition of Response Genet77
Acquisition of Response Genetics - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Oct. 09, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 12,029,000 | $ 12,029,000 | $ 12,029,000 | $ 3,187,000 | |
Consideration transferred, cash | $ 0 | $ 7,495,000 | |||
Response Genetics | |||||
Business Acquisition [Line Items] | |||||
Business combination, pro forma information, revenue of acquiree since acquisition date, actual | $ 1,751,000 | ||||
Accounts receivable | $ 344,000 | ||||
Prepaid expenses and other current assets | 561,000 | ||||
Fixed assets | 2,254,000 | ||||
Intangible assets | 1,246,000 | ||||
Goodwill | 8,842,000 | ||||
Current liabilities | (194,000) | ||||
Obligations under capital lease | (122,000) | ||||
Total purchase price | 12,931,000 | ||||
Consideration transferred, cash | 7,500,000 | ||||
Total purchase price | $ 12,900,000 | ||||
Consideration transferred, stock (shares) | 788,584 | ||||
Consideration transferred, stock | $ 5,400,000 | ||||
Acquisition related costs | $ 890,000 |
Joint Venture Agreement (Detail
Joint Venture Agreement (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Oct. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2013 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Common stock, shares issued (shares) | 10,000 | 18,936,000 | 13,652,000 | |||
Stock issued for consulting services | $ 175,000 | $ 231,000 | $ 75,000 | $ 0 | ||
Joint Venture Agreement | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Percentage of outstanding membership interests in joint venture | 50.00% | |||||
Capital contribution in exchange of membership interests | $ 1,000,000 | $ 1,000,000 | ||||
Fair value of capital contribution in joint venture | 6,000,000 | |||||
Joint Venture Agreement | Maximum | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Capital contribution in exchange of membership interests | $ 4,000,000 |
Related Party Transactions (Det
Related Party Transactions (Detail) | Oct. 24, 2016shares | Sep. 14, 2016shares | May 25, 2016shares | Mar. 23, 2016shares | Feb. 21, 2016shares | Nov. 18, 2015shares | Nov. 12, 2015shares | Apr. 01, 2015shares | Apr. 01, 2014USD ($) | Jan. 06, 2014USD ($)installmentshares | Jul. 31, 2015shares | Feb. 28, 2015USD ($) | Mar. 31, 2014extensionshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)patent | Oct. 31, 2013shares |
Related Party Transaction [Line Items] | |||||||||||||||||
Number of revolving line of credit extensions facility (extension) | extension | 8 | ||||||||||||||||
Class of warrant or right, expired (shares) | 70,000 | 200 | 14,665 | 19,138 | 269,000 | 154,000 | |||||||||||
Convertible shares issued to common stock (shares) | 18,936,000 | 13,652,000 | 10,000 | ||||||||||||||
Employee stock option purchased (shares) | 417,000 | 312,000 | |||||||||||||||
Issuance of common stock (shares) | 50,000 | 2,750,000 | 2,467,820 | 2,800 | |||||||||||||
Warrants to purchase common stock, issued (shares) | 137,500 | 350 | 75,215 | ||||||||||||||
Financial Guarantee | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Common stock purchased (shares) | 284,000 | ||||||||||||||||
Common stock exercised (shares) | 440,113 | ||||||||||||||||
Private Placement | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Warrants to purchase common stock, issued (shares) | 1,233,910 | ||||||||||||||||
John Pappajohn | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Common stock purchased (shares) | 202,630 | ||||||||||||||||
Warrants adjusted in conjunction with IPO (shares) | 360,785 | ||||||||||||||||
Warrants outstanding per share (usd per share) | $ / shares | $ 15 | ||||||||||||||||
Additional amount of loan received | $ | $ 6,750,000 | ||||||||||||||||
Issuance of common stock (shares) | 100,000 | ||||||||||||||||
Warrants to purchase common stock, issued (shares) | 100,000 | ||||||||||||||||
John Pappajohn | Financial Guarantee | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Common stock purchased (shares) | 1,051,506 | ||||||||||||||||
Class of warrant or right, expired (shares) | 476,867 | ||||||||||||||||
Warrants adjusted in conjunction with IPO (shares) | 108,778 | ||||||||||||||||
Warrants outstanding per share (usd per share) | $ / shares | $ 15 | ||||||||||||||||
John Pappajohn | IPO | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Convertible shares issued to common stock (shares) | 675,000 | ||||||||||||||||
Conversion price of notes (usd per share) | $ / shares | $ 10 | ||||||||||||||||
Board of Directors Chairman | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Compensation for serving as chairman of the board, annual amount | $ | $ 100,000 | ||||||||||||||||
Board of Directors Chairman | 2011 Equity Plan | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Employee stock option purchased (shares) | 100,000 | ||||||||||||||||
Equity Dynamics, Inc. | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Related party consulting fees | $ | $ 10,000 | ||||||||||||||||
Agreement with related party, consulting fee | $ | $ 120,000 | $ 120,000 | |||||||||||||||
Due to related party | $ | 50,000 | 0 | |||||||||||||||
Dr. Chaganti | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Agreement with related party, fee | $ | 5,000 | ||||||||||||||||
Agreement with related party, consulting fee | $ | $ 60,000 | $ 60,000 | |||||||||||||||
Payment to related party | $ | $ 150,000 | ||||||||||||||||
Dr. Chaganti | 2011 Equity Plan | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Employee stock option purchased (shares) | 200,000 | ||||||||||||||||
Common stock, vesting period | 4 years | ||||||||||||||||
Common stock, shares purchased price per share (usd per share) | $ / shares | $ 15.89 | ||||||||||||||||
Edward Sitar, Chief Financial Officer | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Issuance of common stock (shares) | 5,000 | ||||||||||||||||
Warrants to purchase common stock, issued (shares) | 5,000 | ||||||||||||||||
Restricted Stock | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Equity instruments granted in period (shares) | 18,000 | 48,000 | |||||||||||||||
Restricted Stock | Board of Directors Chairman | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Equity instruments granted in period (shares) | 25,000 | ||||||||||||||||
Compensation for Serving as Chairman of Board | Board of Directors Chairman | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Option granted period | 10 years | ||||||||||||||||
Number of vesting installments (installment) | installment | 2 | ||||||||||||||||
Renewed Consulting and Advisory Agreement | Dr. Chaganti | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Consulting and advisory agreement expenses under stock option plan | $ | $ 37,625 | $ 239,375 | |||||||||||||||
USPTO Patent Issuance Agreement | Dr. Chaganti | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Agreement with related party, consulting fee | $ | $ 150,000 | ||||||||||||||||
Agreement with related party, one-time payment required | $ | $ 50,000 | ||||||||||||||||
Agreement with related party, percentage of net revenues required to be paid | 1.00% | ||||||||||||||||
Number of patents (patent) | patent | 3 | ||||||||||||||||
First Installment | Compensation for Serving as Chairman of Board | Board of Directors Chairman | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Common stock, vesting period | 1 year | ||||||||||||||||
Second Installment | Compensation for Serving as Chairman of Board | Board of Directors Chairman | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Common stock, vesting period | 2 years | ||||||||||||||||
Board of Directors Chairman | Private Placement | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Issuance of common stock (shares) | 317,820 | ||||||||||||||||
Warrants to purchase common stock, issued (shares) | 158,910 |
Subsequent Events - (Details)
Subsequent Events - (Details) - USD ($) | Mar. 22, 2017 | Feb. 22, 2017 | May 07, 2015 | Dec. 31, 2016 | Sep. 14, 2016 | Dec. 31, 2015 | Nov. 18, 2015 | Nov. 12, 2015 | Nov. 11, 2015 |
Subsequent Event [Line Items] | |||||||||
Warrants issued (shares) | 137,500 | 350 | 75,215 | ||||||
Exercise price of warrant (usd per share) | $ 4 | $ 4 | $ 10 | ||||||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants, exercise period | 7 years | ||||||||
Warrants issued (shares) | 443,262 | ||||||||
Exercise price of warrant (usd per share) | $ 2.82 | ||||||||
Percentage of of number of shares that may be removed from agreement upon achieving certain financial milestones | 20.00% | ||||||||
New Jersey Division of Taxation | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Net operating losses sold | $ 18,177,059 | ||||||||
Proceeds from sale of net operating losses | 950,000 | ||||||||
Secured Debt | |||||||||
Subsequent Event [Line Items] | |||||||||
Effective interest rate (as a percent) | 5.75% | 5.50% | |||||||
Term note, principal balance | $ 6,000,000 | ||||||||
Secured Debt | PFG | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Effective interest rate (as a percent) | 11.50% | ||||||||
Debt instrument commitment fees | $ 120,000 | ||||||||
Term note, principal balance | $ 6 | ||||||||
Debt instrument term | 3 years | ||||||||
Debt instrument, interest rate, effective percentage upon achieving certain milestones set forth by lender | 11.00% | ||||||||
Line of Credit | |||||||||
Subsequent Event [Line Items] | |||||||||
Effective interest rate (as a percent) | 5.25% | 5.00% | |||||||
Line of credit, maximum borrowing capacity | $ 4,000,000 | ||||||||
Line of credit, maximum borrowing capacity, percentage of accounts receivable | 80.00% | ||||||||
Line of Credit | Silicon Valley Bank | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Effective interest rate (as a percent) | 5.50% | ||||||||
Debt instrument commitment fees | $ 30,000 | ||||||||
Unused capacity, commitment fee percentage | 0.25% | ||||||||
Times the average monthly collection amount of third party receivable over a previous quarter | 3 | ||||||||
Maximum borrowing capacity, percentage of net collectable value of third party accounts receivable | 50.00% | ||||||||
Debt instrument term | 2 years | ||||||||
Line of credit, maximum borrowing capacity | $ 6,000,000 | ||||||||
Line of credit, maximum borrowing capacity, percentage of accounts receivable | 80.00% | ||||||||
Prime Rate | Secured Debt | |||||||||
Subsequent Event [Line Items] | |||||||||
Stated interest rate, minimum (as a percent) | 2.00% | ||||||||
Prime Rate | Line of Credit | |||||||||
Subsequent Event [Line Items] | |||||||||
Stated interest rate, minimum (as a percent) | 1.50% | ||||||||
Prime Rate | Line of Credit | Silicon Valley Bank | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Stated interest rate, minimum (as a percent) | 1.50% | ||||||||
State and Local Jurisdiction | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
State research and development tax credits sold | $ 167,572 |