Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 06, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | CANCER GENETICS, INC | |
Trading Symbol | CGIX | |
Entity Central Index Key | 1,349,929 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding (in shares) | 24,253,831 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 4,807 | $ 9,502 |
Accounts receivable, net of allowance for doubtful accounts of 2017 $2,277; 2016 $1,387 | 15,797 | 11,748 |
Other current assets | 2,881 | 2,174 |
Total current assets | 23,485 | 23,424 |
FIXED ASSETS, net of accumulated depreciation | 6,009 | 4,738 |
OTHER ASSETS | ||
Restricted cash | 300 | 300 |
Patents and other intangible assets, net of accumulated amortization | 8,356 | 1,503 |
Investment in joint venture | 247 | 268 |
Goodwill | 14,158 | 12,029 |
Other | 1,415 | 172 |
Total other assets | 24,476 | 14,272 |
Total Assets | 53,970 | 42,434 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 9,314 | 8,148 |
Obligations under capital leases, current portion | 271 | 109 |
Deferred revenue | 109 | 789 |
Line of credit | 2,000 | 0 |
Term note, current portion | 0 | 2,000 |
Total current liabilities | 11,694 | 11,046 |
Term note | 4,936 | 2,654 |
Obligations under capital leases | 726 | 374 |
Deferred rent payable and other | 181 | 290 |
Warrant liability | 4,167 | 2,018 |
Deferred revenue, long-term | 1,130 | 428 |
Total Liabilities | 22,834 | 16,810 |
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, 24,252 and 18,936 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 2 | 2 |
Additional paid-in capital | 158,068 | 139,576 |
Accumulated other comprehensive (loss) | (1) | 0 |
Accumulated (deficit) | (126,933) | (113,954) |
Total Stockholders’ Equity | 31,136 | 25,624 |
Total Liabilities and Stockholders’ Equity | $ 53,970 | $ 42,434 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized (in shares) | 9,764,000 | 9,764,000 |
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued (in shares) | 24,252,000 | 18,936,000 |
Common stock, shares outstanding (in shares) | 24,252,000 | 18,936,000 |
Allowance for Doubtful Accounts Receivable | $ 2,277 | $ 1,387 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 8,028 | $ 6,750 | $ 21,598 | $ 19,819 |
Cost of revenues | 4,588 | 4,444 | 12,831 | 12,832 |
Gross profit | 3,440 | 2,306 | 8,767 | 6,987 |
Operating expenses: | ||||
Research and development | 981 | 1,594 | 3,080 | 4,806 |
General and administrative | 4,346 | 3,701 | 11,352 | 11,677 |
Sales and marketing | 1,301 | 1,054 | 3,437 | 3,731 |
Total operating expenses | 6,628 | 6,349 | 17,869 | 20,214 |
Loss from operations | (3,188) | (4,043) | (9,102) | (13,227) |
Other income (expense): | ||||
Interest expense | (350) | (111) | (797) | (344) |
Interest income | 10 | 4 | 37 | 21 |
Change in fair value of acquisition note payable | 105 | 18 | (114) | 119 |
Change in fair value of warrant liability | 2,790 | 712 | (3,927) | 729 |
Other expense | 0 | (325) | (46) | (325) |
Total other (expense) | 2,555 | 298 | (4,847) | 200 |
Loss before income taxes | (633) | (3,745) | (13,949) | (13,027) |
Income tax (benefit) | 0 | 0 | (970) | 0 |
Net (loss) | $ (633) | $ (3,745) | $ (12,979) | $ (13,027) |
Basic net (loss) per share | $ (0.03) | $ (0.23) | $ (0.65) | $ (0.88) |
Diluted net (loss) per share | $ (0.15) | $ (0.23) | $ (0.65) | $ (0.88) |
Basic weighted-average shares outstanding | 21,577 | 16,519 | 20,059 | 14,868 |
Diluted weighted-average shares outstanding | 22,359 | 16,519 | 20,059 | 14,868 |
Foreign currency translation (loss) | $ (1) | $ 0 | $ (1) | $ 0 |
Comprehensive (loss) | $ (634) | $ (3,745) | $ (12,980) | $ (13,027) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (loss) | $ (12,979,000) | $ (13,027,000) |
Adjustments to reconcile net (loss) to net cash (used in) operating activities: | ||
Depreciation | 1,436,000 | 1,502,000 |
Amortization | 234,000 | 260,000 |
Provision for bad debts | 890,000 | 8,000 |
Stock-based compensation | 1,395,000 | 1,538,000 |
Change in fair value of acquisition note payable | 114,000 | (119,000) |
Change in fair value of warrant liability | 3,927,000 | (729,000) |
Amortization of debt issuance costs | 51,000 | 9,000 |
Amortization of discount on debt | 134,000 | 0 |
Loss in equity method investment | 21,000 | 45,000 |
Loss on extinguishment of debt | 78,000 | 0 |
Changes in: | ||
Accounts receivable | (4,029,000) | (7,066,000) |
Other current assets | (606,000) | (67,000) |
Other non-current assets | 251,000 | (9,000) |
Accounts payable, accrued expenses and deferred revenue | (1,057,000) | 372,000 |
Deferred rent payable and other | (109,000) | (16,000) |
Net cash (used in) operating activities | (10,249,000) | (17,299,000) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | (1,192,000) | (345,000) |
Patent costs | (73,000) | (127,000) |
Purchase of cost method investment | (200,000) | 0 |
Payments to Acquire Businesses, Gross | 656,000 | 0 |
Net cash (used in) investing activities | (2,121,000) | (472,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principal payments on capital lease obligations | (170,000) | (101,000) |
Proceeds from warrant exercises | 1,827,000 | 0 |
Proceeds from option exercises | 7,000 | 0 |
Proceeds from offerings of common stock with derivative warrants, net of certain offering costs | 0 | 9,962,000 |
Proceeds from borrowings on Silicon Valley Bank line of credit | 2,000,000 | 0 |
Proceeds from Partners for Growth IV, L.P. term note | 6,000,000 | 0 |
Proceeds from Aspire Capital common stock purchases, net of certain offering costs | 2,965,000 | 0 |
Principal payments on Silicon Valley Bank term note | (4,667,000) | (833,000) |
Payment of debt issuance costs and loan fees | (287,000) | 0 |
Net cash provided by financing activities | 7,675,000 | 9,028,000 |
Net (decrease) in cash and cash equivalents | (4,695,000) | (8,743,000) |
CASH AND CASH EQUIVALENTS | ||
Beginning | 9,502,000 | 19,459,000 |
Ending | 4,807,000 | 10,716,000 |
SUPPLEMENTAL CASH FLOW DISCLOSURE | ||
Cash paid for interest | 633,000 | 250,000 |
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Fixed assets acquired through capital lease arrangements | 567,000 | 0 |
Derivative warrants issued with debt | 1,004,000 | 0 |
Noncash or Part Noncash Acquisition, Net Nonmonetary Assets Acquired (Liabilities Assumed) | $ 9,856,000 | $ 0 |
Organization, Description of Bu
Organization, Description of Business, Basis of Presentation and Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Description of Business, Basis of Presentation and Recent Accounting Pronouncements | Organization, Description of Business, Basis of Presentation, Acquisition and Recent Accounting Pronouncements 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. Following the acquisition of vivoPharm, Pty Ltd. (“vivoPharm”), as discussed in more detail below, we provide contract research services, focused primarily on unique specialized studies to guide drug discovery and development programs in the oncology and immune-oncology fields. 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, Pennsylvania, Shanghai (China), Victoria (Australia) 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. Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions for interim reporting as prescribed by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2016 , filed with the Securities and Exchange Commission on March 23, 2017. The consolidated balance sheet as of December 31, 2016 , included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. Interim financial results are not necessarily indicative of the results that may be expected for any future interim period or for the year ending December 31, 2017 . Foreign Currency Translation During the three months ended September 30, 2017, we started accounting for our foreign currency translation in other comprehensive income (loss). Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments for prior periods have not been presented, as they are not material. Liquidity and Going Concern At September 30, 2017 , 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. 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 borrowings available from the Silicon Valley Bank line of credit and the common stock purchase agreement with Aspire Capital Fund, LLC (described in Note 3), will be sufficient to fund the Company's operations for at least the next twelve months after filing this quarterly report on Form 10-Q. Acquisition of vivoPharm On August 15, 2017, we purchased all of the outstanding stock of vivoPharm, with its principal place of business in Victoria, Australia, in a transaction valued at approximately $1.2 million in cash, $9.5 million in the Company's common stock based on the closing price of the stock on August 15, 2017, plus an estimated settlement of $345,000 for excess working capital in accounts payable and accrued expenses in the accompanying balance sheet. The Company has deposited in escrow 20% of the stock consideration until the expiration of twelve months from the closing date to serve as the initial source for any indemnification claims and adjustments. The Company had an estimated $150,000 in transaction costs associated with the purchase of vivoPharm, which were expensed during the three and nine months ended September 30, 2017. Prior to the acquisition, vivoPharm was a contract research organization (“CRO”) that specialized in planning and conducting unique, specialized studies to guide drug discovery and development programs with a concentration in oncology and immuno-oncology. The transaction is being accounted for using the acquisition method of accounting for business combinations in accordance with GAAP. Under this method, the total consideration transferred to consummate the acquisition is being allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the closing date of the acquisition. The acquisition method of accounting requires extensive use of estimates and judgments to allocate the consideration transferred to the identifiable tangible and intangible assets acquired and liabilities assumed. Accordingly, the allocation of the consideration transferred is preliminary and will be adjusted upon completion of the final valuation of the assets acquired and liabilities assumed. The final valuation is expected to be completed as soon as practicable but no later than twelve months after the closing date of the acquisition. The estimated allocation of the purchase price as of August 15, 2017 consists of the following (in thousands): Cash $ 544 Accounts receivable 905 Lab supplies 1,258 Prepaid expenses and other current assets 101 Fixed assets 949 Intangible assets 7,014 Goodwill 2,129 Accounts payable and accrued expenses (913 ) Deferred revenue (814 ) Obligations under capital leases (117 ) Total purchase price $ 11,056 The following table provides certain pro forma financial information for the Company as if the acquisition of vivoPharm discussed above occurred on January 1, 2016 (in thousands except per share amounts): Three Months Ended September 30 Nine Months Ended September 30, 2017 2016 2017 2016 Revenue $ 9,069 $ 7,958 $ 25,335 $ 23,595 Net loss (976 ) (3,919 ) (13,788 ) (13,596 ) Basic net loss per share $ (0.04 ) $ (0.20 ) $ (0.61 ) $ (0.76 ) Diluted net loss per share (0.16 ) (0.20 ) (0.61 ) (0.76 ) The pro forma numbers above are derived from historical numbers of the Company and vivoPharm. Over time the operations of vivoPharm will be integrated into the operations of the Company. At the current time, we do not have enough information to prepare a reliable estimate of any possible changes. The results of operations for the three and nine months ended September 30, 2017 include the operations of vivoPharm from August 15, 2017, which accounted for approximately $794,000 of the Company’s consolidated Discovery Services revenue. The net income of vivoPharm that is included in the Company’s results of operations for the three and nine months ended September 30, 2017 was approximately $380,000 . Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), 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 and Discovery Service revenues will be affected by the new standard. The Company is presently evaluating all of its contracts for performance obligations 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. |
Revenue and Accounts Receivable
Revenue and Accounts Receivable | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Revenue and Accounts Receivable | Revenue and Accounts Receivable Revenue by service type for the three and nine months ended September 30, 2017 and 2016 is comprised of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Biopharma Services $ 4,168 $ 3,805 11,175 $ 11,374 Clinical Services 2,880 2,687 8,887 7,685 Discovery Services 980 258 1,536 760 $ 8,028 $ 6,750 $ 21,598 $ 19,819 Accounts receivable by service type at September 30, 2017 and December 31, 2016 consists of the following (in thousands): September 30, December 31, Biopharma Services $ 3,702 $ 3,683 Clinical Services 13,072 8,972 Discovery Services 1,300 480 Allowance for doubtful accounts (2,277 ) (1,387 ) $ 15,797 $ 11,748 Allowance for Doubtful Accounts (in thousands) Balance, December 31, 2016 $ 1,387 Bad debt expense 890 Balance, September 30, 2017 $ 2,277 Revenue for Biopharma Services are customized solutions for patient stratification and treatment selection through an extensive suite of DNA-based testing services. Clinical Services are tests performed to provide information on diagnosis, prognosis and theranosis of cancers to guide patient management. These tests can be billed to Medicare, another third party insurer or the referring community hospital or other healthcare facility. Discovery Services 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: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Medicare 11% 14% 14% 13% Other insurers 19% 21% 22% 20% Other healthcare facilities 6% 5% 5% 6% 36% 40% 41% 39% We have historically derived a significant portion of our revenue from a limited number of test ordering sites, although the test ordering sites that generate a significant portion of our revenue have changed from period to period. Test ordering sites account for all of our Clinical Services along with a portion of the Biopharma 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 sites during the three months ended September 30, 2017 and 2016 accounted for approximately 45% and 39% of our testing volumes, respectively. During the three months ended September 30, 2017 , there was one biopharmaceutical company which accounted for approximately 11% of our total revenue. During the three months ended September 30, 2016 , there was one biopharmaceutical company which accounted for approximately 18% of our total revenue. The top five test ordering sites during the nine months ended September 30, 2017 and 2016 accounted for approximately 40% and 31% of our testing volumes, respectively. During the nine months ended September 30, 2017 , there was one biopharmaceutical company which accounted for approximately 11% of our total revenue. During the nine months ended September 30, 2016 , there was one biopharmaceutical company which accounted for approximately 10% of our total revenue. |
Common Stock Purchase Agreement
Common Stock Purchase Agreement with Aspire Capital | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Common Stock Purchase Agreement with Aspire Capital | Common Stock Purchase Agreement with Aspire Capital On August 14, 2017, we entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Aspire Capital Fund, LLC, an Illinois limited liability company (“Aspire Capital”), which provides that Aspire Capital is committed to purchase up to an aggregate of $16.0 million of our common stock (the “Purchase Shares”) from time to time over the term of the Purchase Agreement. Aspire Capital made an initial purchase of 1,000,000 Purchase Shares (the “Initial Purchase”) at a purchase price of $3.00 per share on the commencement date of the agreement. After the commencement date, on any business day over the 24 -month term of the Purchase Agreement, we have the right, in our sole discretion, to present Aspire Capital with a purchase notice (each, a “Purchase Notice”) directing Aspire Capital to purchase up to 33,333 Purchase Shares per business day, provided that Aspire Capital will not be required to buy Purchase Shares pursuant to a Purchase Notice that was received by Aspire Capital on any business day on which the last closing trade price of our common stock on the NASDAQ Capital Market is below $3.00 . The Company and Aspire Capital also may mutually agree to increase the number of shares that may be sold to as much as an additional 2,000,000 Purchase Shares per business day. The purchase price per Purchase Share will be $3.00 . As consideration for entering into the Purchase Agreement, we issued 320,000 shares of our common stock to Aspire Capital (“Commitment Shares”). The number of Purchase Shares covered by and timing of each Purchase Notice are determined by us, at our sole discretion. The aggregate number of shares that we can sell to Aspire Capital under the Purchase Agreement may in no case exceed 3,938,213 shares of our common stock (which is equal to approximately 19.9% of the common stock outstanding on the date of the Purchase Agreement), including the 320,000 Commitment Shares and the 1,000,000 Initial Purchase Shares, unless shareholder approval is obtained to issue additional shares. Our net proceeds will depend on several factors, including the frequency of our sales of Purchase Shares to Aspire Capital and the frequency at which the last closing trade price of our common stock is below $3.00 , subject to a maximum of $16.0 million in gross proceeds, including the Initial Purchase. Our delivery of Purchase Notices will be made subject to market conditions, in light of our capital needs from time to time and under the limitations contained in the Purchase Agreement. We currently intend to use the net proceeds from sales of Purchase Shares for general corporate purposes and working capital requirements. As of September 30, 2017 , the Company has sold 1,000,000 shares under this agreement at $3.00 per share, resulting in proceeds of approximately $2,965,000 , net of offering costs of approximately $35,000 . The Company has also issued 320,000 shares as consideration for entering into the Purchase Agreement. The Company has not deferred any offering costs associated with this agreement. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share For purposes of this calculation, stock warrants, outstanding stock options and unvested restricted shares are considered common stock equivalents using the treasury stock method, and are the only such equivalents outstanding. Basic net loss and diluted net loss per share data were computed as follows (in thousands except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Numerator: Net (loss) for basic earnings per share $ (633 ) $ (3,745 ) $ (12,979 ) $ (13,027 ) Change in fair value of warrant liability 2,790 — — — Net (loss) for diluted earnings per share $ (3,423 ) $ (3,745 ) $ (12,979 ) $ (13,027 ) Denominator: Weighted-average basic common shares outstanding 21,577 16,519 20,059 14,868 Assumed conversion of dilutive securities: Common stock purchase warrants 782 — — — Potentially dilutive common shares 782 — — — Denominator for diluted earnings per share – adjusted weighted-average shares 22,359 16,519 20,059 14,868 Basic net (loss) per share $ (0.03 ) $ (0.23 ) $ (0.65 ) $ (0.88 ) Diluted net (loss) per share $ (0.15 ) $ (0.23 ) $ (0.65 ) $ (0.88 ) The above table includes adjustments to diluted earnings per share in accordance with FASB Accounting Standards Codification (“ASC”) 260. The adjustments were required for the three months ended September 30, 2017 as the derivative warrants were dilutive and the change in fair value of the derivative warrants was a gain. The following table summarizes equivalent units outstanding that were excluded from the earnings per share calculation because their effects were anti-dilutive (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Common stock purchase warrants 4,163 7,145 6,574 7,145 Stock options 2,816 2,128 2,816 2,128 Restricted shares of common stock 115 73 115 73 7,094 9,346 9,505 9,346 |
Sale of Net Operating Losses
Sale of Net Operating Losses | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Sale of Net Operating Losses | Sale of Net Operating Losses 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 for approximately $876,000 as well as $167,572 of state research and development tax credits. The sale resulted in the net receipt by the Company of approximately $970,000 . This figure includes all costs and expenses associated with the sale of these state tax attributes as deducted from the gross sales price of $1,043,517 . |
Term Notes and Line of Credit
Term Notes and Line of Credit | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Term Notes and Line of Credit | Term Notes and Line of Credit On March 22, 2017, we refinanced our debt with Silicon Valley Bank (“SVB”), by repaying the outstanding term loan (“SVB Term Note”), which was scheduled to mature in April 2019, 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 collectible 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 1.50% ( 5.75% at September 30, 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. At September 30, 2017 , we have borrowed $2.0 million on the ABL. We concurrently entered into a new three year $6.0 million term loan agreement (“PFG Term Note”) with Partners for Growth IV, L.P. (“PFG”). The PFG 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 PFG 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, revenue and liquidity 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 PFG Term Note are secured by a second priority security interest subordinated to the SVB lien. In connection with the PFG 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 warrants may be reduced by 20% subject to us achieving certain financial milestones set forth by PFG. The following is a summary of long-term debt (in thousands): September 30, 2017 December 31, 2016 SVB Term Note, repaid in 2017 $ — $ 4,667 PFG Term Note, net of discount of $865 5,135 — Less unamortized debt issuance costs 199 13 Term notes, net 4,936 4,654 Less current maturities — 2,000 Long-term portion $ 4,936 $ 2,654 At September 30, 2017 , the principal amount of the PFG Term Note of $6,000,000 is due in 2020. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
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 . At September 30, 2017 , 391,317 shares remain available for future awards under the 2011 Plan and 134,354 shares remain available for future awards under the 2008 Plan. A summary of employee and non-employee stock option activity for the nine months ended September 30, 2017 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, 2017 2,198 $ 9.09 7.04 $ — Granted 860 2.87 Exercised (3 ) 2.23 Cancelled or expired (239 ) 10.80 Outstanding September 30, 2017 2,816 $ 7.05 7.19 $ 367 Exercisable September 30, 2017 1,533 $ 9.54 5.69 $ 76 Aggregate intrinsic value represents the difference between the fair value of our common stock and the exercise price of outstanding, in-the-money options. During the three and nine months ended September 30, 2017 , the Company received approximately $2,500 and $6,500 , respectively, from the exercise of options. As of September 30, 2017 , total unrecognized compensation cost related to non-vested stock options granted to employees was $2,865,963 which we expect to recognize over the next 2.32 years. As of September 30, 2017 , total unrecognized compensation cost related to non-vested stock options granted to non-employees was $12,625 which we expect to recognize over the next 0.25 years. The estimate of unrecognized non-employee compensation is based on the fair value of the non-vested options as of September 30, 2017 . The fair value of options granted to employees is estimated on the grant date using the Black-Scholes option valuation model. This valuation model requires us to make assumptions and judgments about the variables used in the calculation, including the expected term (the period of time that the options granted are expected to be outstanding), the volatility of our common stock, a risk-free interest rate, and expected dividends. To the extent actual forfeitures differ from the estimates, the difference will be recorded as a cumulative adjustment in the period estimates are revised. No compensation cost is recorded for options that do not vest. We use the simplified calculation of expected life described in the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment , and volatility is based on the historical volatility of our common stock. 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. Forfeitures will be recorded when they occur. The following table presents the weighted-average assumptions used to estimate the fair value of options granted to employees during the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Volatility 75.28 % 74.30 % 74.60 % 74.30 % Risk free interest rate 1.92 % 1.17 % 1.97 % 1.17 % Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Term (years) 5.73 5.92 5.90 5.92 Weighted-average fair value of options granted during the period 1.91 1.30 1.89 1.30 In May 2014, we issued 200,000 options to our Director, Raju Chaganti, with an exercise price of $15.89 . See Note 12 for additional information. The following table presents the weighted-average assumptions used to estimate the fair value of options reaching their measurement date for non-employees during the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Volatility 74.39 % 72.97 % 76.06 % 74.50 % Risk free interest rate 2.17 % 1.46 % 2.19 % 1.43 % Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Term (years) 6.64 7.64 6.89 7.89 Restricted stock awards have been granted to employees, directors and consultants as compensation for services. At September 30, 2017 , there was $383,829 of unrecognized compensation cost related to non-vested restricted stock granted to employees and directors; we expect to recognize the cost over 1.50 years. The following table summarizes the activities for our non-vested restricted stock awards for the nine months ended September 30, 2017 : Non-vested Restricted Stock Awards Number of Weighted-Average Grant Date Fair Value Non-vested at January 1, 2017 80 $ 6.30 Granted 65 3.29 Vested (30 ) 8.30 Non-vested at September 30, 2017 115 $ 4.09 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): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Cost of revenues $ 122 $ 83 $ 250 $ 219 Research and development 11 45 110 140 General and administrative 356 356 949 1,095 Sales and marketing 30 30 86 84 Total stock-based compensation $ 519 $ 514 $ 1,395 $ 1,538 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Warrants | Warrants On March 22, 2017, we issued seven year warrants to PFG and certain of its affiliates to purchase an aggregate of 443,262 shares of our common stock at an exercise price of $2.82 per share, in conjunction with our debt refinancing described in Note 5. The number of warrants may be reduced by 20% subject to us achieving certain financial milestones set forth by PFG. The warrants can be net settled in common stock using the average 90 -trading day price of our common stock. These warrants are defined in the table below as 2017 Debt derivative warrants. During the three and nine months ended September 30, 2017 , the Company received approximately $56,000 and $1,827,000 , respectively, from shareholders who exercised warrants to purchase 25,000 and 811,900 shares of common stock, respectively, at $2.25 . In addition, on March 28, 2017, warrant holders exercised warrants to purchase 90,063 shares of common stock at an exercise price of $2.25 per share using the net issuance exercise method whereby 45,162 shares were surrendered as payment in full of the exercise price resulting in a net issuance of 44,901 shares. The following table summarizes the warrant activity for the nine months ended September 30, 2017 (in thousands, except exercise price): Issued With / For Exercise Warrants 2017 Warrants Issued 2017 Warrants Exercised Warrants Outstanding September 30, 2017 Non-Derivative Warrants: Financing $ 10.00 243 — — 243 Financing 15.00 361 — — 361 Debt guarantee 15.00 109 — — 109 2015 Offering 5.00 3,450 — — 3,450 Total non-derivative warrants 6.42 C 4,163 — — 4,163 Derivative Warrants: 2016 Offerings 2.25 A 2,870 — (902 ) 1,968 2017 Debt 2.82 B — 443 — 443 Total derivative warrants 2.35 C 2,870 443 (902 ) 2,411 Total $ 4.93 C 7,033 443 (902 ) 6,574 A These warrants are subject to fair value accounting and contain a contingent net cash settlement feature. B These warrants are subject to fair value accounting and contain a net settlement provision that uses the 90 -trading day price of our common stock. These warrants are subject to a 20% reduction if certain financial milestones are met. C Weighted-average exercise prices are as of September 30, 2017 . |
Fair Value of Warrants
Fair Value of Warrants | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Warrants | Fair Value of Warrants The following table summarizes the derivative warrant activity subject to fair value accounting for the nine months ended September 30, 2017 (in thousands): Issued with/for Fair value of Fair value Fair value Change in Fair value of 2016 Offerings $ 2,018 $ — $ (2,782 ) $ 4,107 $ 3,343 2017 Debt — 1,004 — (180 ) 824 $ 2,018 $ 1,004 $ (2,782 ) $ 3,927 $ 4,167 The derivative warrants issued as part of the 2016 Offerings are valued using a probability-weighted Binomial model, while the derivative warrants issued as part of the 2017 Debt refinancing are valued using a Monte Carlo model. The following tables summarize the assumptions used in computing the fair value of derivative warrants subject to fair value accounting at the date of issue or exercise during the three and nine months ended September 30, 2017 and 2016 , and at September 30, 2017 and December 31, 2016 . Issued During the Exercised During the 2016 Offerings Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 As of September 30, 2017 As of December 31, 2016 Exercise price $ 2.25 $ 2.25 $ 2.25 $ 2.25 $ 2.25 $ 2.25 Expected life (years) 5.50 5.50 4.30 4.78 4.33 5.06 Expected volatility 73.28 % 74.36 % 74.20 % 76.24 % 75.07 % 72.82 % Risk-free interest rate 1.21 % 1.30 % 1.81 % 1.94 % 1.92 % 1.93 % Expected dividend yield — % — % — % — % — % — % 2017 Debt Issued During the Nine Months Ended September 30, 2017 As of September 30, 2017 Exercise price $ 2.82 $ 2.82 Expected life (years) 7.00 6.48 Expected volatility 74.61 % 74.07 % Risk-free interest rate 2.22 % 2.16 % Expected dividend yield — % — % |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
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 ASC 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): September 30, 2017 Total Quoted Prices in Significant Other Significant Warrant liability $ 4,167 $ — $ — $ 4,167 Note payable 228 — — 228 $ 4,395 $ — $ — $ 4,395 December 31, 2016 Total Quoted Prices in Significant Other Significant Warrant liability $ 2,018 $ — $ — $ 2,018 Note payable 114 — — 114 $ 2,132 $ — $ — $ 2,132 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. During the three months ended September 30, 2017 and 2016 , we recognized a gain of approximately $105,000 and $18,000 , respectively, due to the change in value of the note. During the nine months ended September 30, 2017 and 2016 , we recognized a loss of approximately $114,000 and a gain of approximately $119,000 , respectively, due to the change in value of the note. At September 30, 2017 , the warrant liability consists of stock warrants issued as part of the 2016 Offerings that contain contingent redemption features and warrants issued as part of the debt refinancing outlined in Note 6. In accordance with derivative accounting for warrants, we calculated the fair value of these warrants, and the assumptions used are described in Note 9, “Fair Value of Warrants.” During the three months ended September 30, 2017 and 2016 , we recognized gains of approximately $2,790,000 and $712,000 , respectively, on the derivative warrants due to the decrease in our stock price. During the nine months ended September 30, 2017 , we recognized a loss of approximately $3,927,000 on the derivative warrants due to changes in our stock price. During the nine months ended September 30, 2016 , we recorded a gain of approximately $712,000 on the derivative warrants due to changes in our stock price. During the nine months ended September 30, 2016 , we also recorded a gain of approximately $17,000 due to the expiration of derivative warrants outstanding at December 31, 2015. Realized and unrealized gains and losses related to the change in fair value of the VenturEast note and warrant liability are included in other income (expense) on the Consolidated Statements of Operations. The following table summarizes the activity of the note payable to VenturEast and of our derivative warrants, which was measured at fair value using Level 3 inputs (in thousands): Note Payable Warrant to VenturEast Liability Fair value at December 31, 2016 $ 114 $ 2,018 Fair value of warrants issued — 1,004 Fair value of warrants exercised — (2,782 ) Change in fair value 114 3,927 Fair value at September 30, 2017 $ 228 $ 4,167 |
Joint Venture Agreement
Joint Venture Agreement | 9 Months Ended |
Sep. 30, 2017 | |
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”). The agreement requires aggregate capital contributions by us of up to $6.0 million , of which $2.0 million has been paid to date. 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 takes the form of cash, staff, services, hardware and software resources, laboratory space and instrumentation, the fair market value of which will be approximately equal to $6.0 million . Mayo’s continued contribution will also be conditioned upon the JV’s achievement of certain milestones. Our share of the JV’s net loss was approximately $ 2,000 and $18,000 for the three months ended September 30, 2017 and 2016 , and approximately $21,000 and $45,000 for the nine months ended September 30, 2017 and 2016 , respectively, and is included in research and development expense on the Consolidated Statements of Operations. We have a net receivable due from the JV of approximately $10,000 at September 30, 2017 , which is included in other assets in the Consolidated Balance Sheets. The joint venture is considered a variable interest entity under ASC 810-10, but we are not the primary beneficiary as we do not have the power to direct the activities of the JV that most significantly impact its performance. Our evaluation of ability to impact performance is based on our equal board membership and voting rights and day-to-day management functions which are performed by the Mayo personnel. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions 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 . Total expenses for each of the three months ended September 30, 2017 and 2016 were $30,000 . Total expenses for each of the nine months ended September 30, 2017 and 2016 were $90,000 . As of September 30, 2017 , we owed EDI $20,000 . In 2010, we entered into a three -year consulting agreement with Dr. Chaganti, which was subsequently renewed through December 31, 2016 pursuant to which Dr. Chaganti received $5,000 per month for providing consulting and technical support services. Pursuant to the terms of the renewed consulting agreement, Dr. Chaganti received an option to purchase 200,000 shares of our common stock at a purchase price of $15.89 per share vesting over a period of four years. Total non-cash stock-based compensation recognized under the consulting agreement for the three months ended September 30, 2017 and 2016 was $12,625 and $7,125 , respectively. Total non-cash stock-based compensation recognized under the consulting agreement for the nine months ended September 30, 2017 and 2016 was $62,125 and $32,750 , 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 the first quarter of 2016, we paid Dr. Chaganti $50,000 which was recognized as an expense in fiscal 2015 when one patent was issued. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies In the normal course of business, the Company may become involved in various claims and legal proceedings. In the opinion of management, the ultimate liability or disposition thereof is not expected to have a material adverse effect on our financial condition, results of operations, or liquidity. |
Organization, Description of 19
Organization, Description of Business, Basis of Presentation and Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions for interim reporting as prescribed by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2016 , filed with the Securities and Exchange Commission on March 23, 2017. The consolidated balance sheet as of December 31, 2016 , included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. Interim financial results are not necessarily indicative of the results that may be expected for any future interim period or for the year ending December 31, 2017 . |
Foreign Currency Translation | Foreign Currency Translation During the three months ended September 30, 2017, we started accounting for our foreign currency translation in other comprehensive income (loss). Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments for prior periods have not been presented, as they are not material. |
Liquidity and Going Concern | Liquidity and Going Concern At September 30, 2017 , 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. 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 borrowings available from the Silicon Valley Bank line of credit and the common stock purchase agreement with Aspire Capital Fund, LLC (described in Note 3), will be sufficient to fund the Company's operations for at least the next twelve months after filing this quarterly report on Form 10-Q. |
Business Combinations Policy | 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), 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 and Discovery Service revenues will be affected by the new standard. The Company is presently evaluating all of its contracts for performance obligations 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. |
Organization, Description of 20
Organization, Description of Business, Basis of Presentation and Recent Accounting Pronouncements Organization, Consolidation and Presentation of Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Assets and Liabilities Acquired in Business Acquisition | The estimated allocation of the purchase price as of August 15, 2017 consists of the following (in thousands): Cash $ 544 Accounts receivable 905 Lab supplies 1,258 Prepaid expenses and other current assets 101 Fixed assets 949 Intangible assets 7,014 Goodwill 2,129 Accounts payable and accrued expenses (913 ) Deferred revenue (814 ) Obligations under capital leases (117 ) Total purchase price $ 11,056 |
Business Acquisition, Pro Forma Information | The following table provides certain pro forma financial information for the Company as if the acquisition of vivoPharm discussed above occurred on January 1, 2016 (in thousands except per share amounts): Three Months Ended September 30 Nine Months Ended September 30, 2017 2016 2017 2016 Revenue $ 9,069 $ 7,958 $ 25,335 $ 23,595 Net loss (976 ) (3,919 ) (13,788 ) (13,596 ) Basic net loss per share $ (0.04 ) $ (0.20 ) $ (0.61 ) $ (0.76 ) Diluted net loss per share (0.16 ) (0.20 ) (0.61 ) (0.76 ) |
Revenue and Accounts Receivab21
Revenue and Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Schedule of revenue by service type | Revenue by service type for the three and nine months ended September 30, 2017 and 2016 is comprised of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Biopharma Services $ 4,168 $ 3,805 11,175 $ 11,374 Clinical Services 2,880 2,687 8,887 7,685 Discovery Services 980 258 1,536 760 $ 8,028 $ 6,750 $ 21,598 $ 19,819 |
Schedule of accounts receivable by service type | Accounts receivable by service type at September 30, 2017 and December 31, 2016 consists of the following (in thousands): September 30, December 31, Biopharma Services $ 3,702 $ 3,683 Clinical Services 13,072 8,972 Discovery Services 1,300 480 Allowance for doubtful accounts (2,277 ) (1,387 ) $ 15,797 $ 11,748 Allowance for Doubtful Accounts (in thousands) Balance, December 31, 2016 $ 1,387 Bad debt expense 890 Balance, September 30, 2017 $ 2,277 |
Schedule of clinical services revenue (as a percent of total revenue) | The breakdown of our Clinical Services revenue (as a percent of total revenue) is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Medicare 11% 14% 14% 13% Other insurers 19% 21% 22% 20% Other healthcare facilities 6% 5% 5% 6% 36% 40% 41% 39% |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Computation of net 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 data): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Numerator: Net (loss) for basic earnings per share $ (633 ) $ (3,745 ) $ (12,979 ) $ (13,027 ) Change in fair value of warrant liability 2,790 — — — Net (loss) for diluted earnings per share $ (3,423 ) $ (3,745 ) $ (12,979 ) $ (13,027 ) Denominator: Weighted-average basic common shares outstanding 21,577 16,519 20,059 14,868 Assumed conversion of dilutive securities: Common stock purchase warrants 782 — — — Potentially dilutive common shares 782 — — — Denominator for diluted earnings per share – adjusted weighted-average shares 22,359 16,519 20,059 14,868 Basic net (loss) per share $ (0.03 ) $ (0.23 ) $ (0.65 ) $ (0.88 ) Diluted net (loss) per share $ (0.15 ) $ (0.23 ) $ (0.65 ) $ (0.88 ) |
Summary of anti-dilutive equivalent units outstanding excluded from earnings per share calculation | The following table summarizes equivalent units outstanding that were excluded from the earnings per share calculation because their effects were anti-dilutive (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Common stock purchase warrants 4,163 7,145 6,574 7,145 Stock options 2,816 2,128 2,816 2,128 Restricted shares of common stock 115 73 115 73 7,094 9,346 9,505 9,346 |
Term Notes and Line of Credit (
Term Notes and Line of Credit (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | The following is a summary of long-term debt (in thousands): September 30, 2017 December 31, 2016 SVB Term Note, repaid in 2017 $ — $ 4,667 PFG Term Note, net of discount of $865 5,135 — Less unamortized debt issuance costs 199 13 Term notes, net 4,936 4,654 Less current maturities — 2,000 Long-term portion $ 4,936 $ 2,654 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of employee and nonemployee stock option activity | A summary of employee and non-employee stock option activity for the nine months ended September 30, 2017 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, 2017 2,198 $ 9.09 7.04 $ — Granted 860 2.87 Exercised (3 ) 2.23 Cancelled or expired (239 ) 10.80 Outstanding September 30, 2017 2,816 $ 7.05 7.19 $ 367 Exercisable September 30, 2017 1,533 $ 9.54 5.69 $ 76 |
Weighted-average assumptions used to estimate fair value of options granted | The following table presents the weighted-average assumptions used to estimate the fair value of options granted to employees during the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Volatility 75.28 % 74.30 % 74.60 % 74.30 % Risk free interest rate 1.92 % 1.17 % 1.97 % 1.17 % Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Term (years) 5.73 5.92 5.90 5.92 Weighted-average fair value of options granted during the period 1.91 1.30 1.89 1.30 The following table presents the weighted-average assumptions used to estimate the fair value of options reaching their measurement date for non-employees during the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Volatility 74.39 % 72.97 % 76.06 % 74.50 % Risk free interest rate 2.17 % 1.46 % 2.19 % 1.43 % Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Term (years) 6.64 7.64 6.89 7.89 |
Nonvested restricted stock shares activity | The following table summarizes the activities for our non-vested restricted stock awards for the nine months ended September 30, 2017 : Non-vested Restricted Stock Awards Number of Weighted-Average Grant Date Fair Value Non-vested at January 1, 2017 80 $ 6.30 Granted 65 3.29 Vested (30 ) 8.30 Non-vested at September 30, 2017 115 $ 4.09 |
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): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Cost of revenues $ 122 $ 83 $ 250 $ 219 Research and development 11 45 110 140 General and administrative 356 356 949 1,095 Sales and marketing 30 30 86 84 Total stock-based compensation $ 519 $ 514 $ 1,395 $ 1,538 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Summary of warrant activity | The following table summarizes the warrant activity for the nine months ended September 30, 2017 (in thousands, except exercise price): Issued With / For Exercise Warrants 2017 Warrants Issued 2017 Warrants Exercised Warrants Outstanding September 30, 2017 Non-Derivative Warrants: Financing $ 10.00 243 — — 243 Financing 15.00 361 — — 361 Debt guarantee 15.00 109 — — 109 2015 Offering 5.00 3,450 — — 3,450 Total non-derivative warrants 6.42 C 4,163 — — 4,163 Derivative Warrants: 2016 Offerings 2.25 A 2,870 — (902 ) 1,968 2017 Debt 2.82 B — 443 — 443 Total derivative warrants 2.35 C 2,870 443 (902 ) 2,411 Total $ 4.93 C 7,033 443 (902 ) 6,574 A These warrants are subject to fair value accounting and contain a contingent net cash settlement feature. B These warrants are subject to fair value accounting and contain a net settlement provision that uses the 90 -trading day price of our common stock. These warrants are subject to a 20% reduction if certain financial milestones are met. C Weighted-average exercise prices are as of September 30, 2017 . |
Fair Value of Warrants (Tables)
Fair Value of Warrants (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of derivative warrant liability | The following table summarizes the derivative warrant activity subject to fair value accounting for the nine months ended September 30, 2017 (in thousands): Issued with/for Fair value of Fair value Fair value Change in Fair value of 2016 Offerings $ 2,018 $ — $ (2,782 ) $ 4,107 $ 3,343 2017 Debt — 1,004 — (180 ) 824 $ 2,018 $ 1,004 $ (2,782 ) $ 3,927 $ 4,167 |
Assumptions used in computing fair value of derivative warrants | The following tables summarize the assumptions used in computing the fair value of derivative warrants subject to fair value accounting at the date of issue or exercise during the three and nine months ended September 30, 2017 and 2016 , and at September 30, 2017 and December 31, 2016 . Issued During the Exercised During the 2016 Offerings Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 As of September 30, 2017 As of December 31, 2016 Exercise price $ 2.25 $ 2.25 $ 2.25 $ 2.25 $ 2.25 $ 2.25 Expected life (years) 5.50 5.50 4.30 4.78 4.33 5.06 Expected volatility 73.28 % 74.36 % 74.20 % 76.24 % 75.07 % 72.82 % Risk-free interest rate 1.21 % 1.30 % 1.81 % 1.94 % 1.92 % 1.93 % Expected dividend yield — % — % — % — % — % — % 2017 Debt Issued During the Nine Months Ended September 30, 2017 As of September 30, 2017 Exercise price $ 2.82 $ 2.82 Expected life (years) 7.00 6.48 Expected volatility 74.61 % 74.07 % Risk-free interest rate 2.22 % 2.16 % Expected dividend yield — % — % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of financial liabilities measured at fair value on a 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): September 30, 2017 Total Quoted Prices in Significant Other Significant Warrant liability $ 4,167 $ — $ — $ 4,167 Note payable 228 — — 228 $ 4,395 $ — $ — $ 4,395 December 31, 2016 Total Quoted Prices in Significant Other Significant Warrant liability $ 2,018 $ — $ — $ 2,018 Note payable 114 — — 114 $ 2,132 $ — $ — $ 2,132 |
Schedule of fair value notes payable of business acquisition and warrant liability | The following table summarizes the activity of the note payable to VenturEast and of our derivative warrants, which was measured at fair value using Level 3 inputs (in thousands): Note Payable Warrant to VenturEast Liability Fair value at December 31, 2016 $ 114 $ 2,018 Fair value of warrants issued — 1,004 Fair value of warrants exercised — (2,782 ) Change in fair value 114 3,927 Fair value at September 30, 2017 $ 228 $ 4,167 |
Organization, Description of 28
Organization, Description of Business, Basis of Presentation and Recent Accounting Pronouncements - Liquidity and Going Concern (Details) - USD ($) | Aug. 15, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||
Operating Income (Loss) | $ (3,188,000) | $ (4,043,000) | $ (9,102,000) | $ (13,227,000) | ||
Cash and cash equivalents, period to support operations | 12 months | |||||
Goodwill | 14,158,000 | $ 14,158,000 | $ 12,029,000 | |||
Business Acquisition, Pro Forma Revenue | 9,069,000 | 7,958,000 | 25,335,000 | 23,595,000 | ||
Business Acquisition, Pro Forma Net Income (Loss) | $ (976,000) | $ (3,919,000) | $ (13,788,000) | $ (13,596,000) | ||
Basic Earnings Per Share, Pro Forma | $ (0.04) | $ (0.20) | $ (0.61) | $ (0.76) | ||
Diluted Earnings Per Share Pro Forma | $ (0.16) | $ (0.20) | $ (0.61) | $ (0.76) | ||
VivoPharm | ||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||
Revenue, Net | $ 369,000 | $ 380,000 | ||||
Business Combination, Consideration Transferred, Equity Interest Issued Or Issuable, Percentage Withheld In Escrow | 20.00% | |||||
Operating Income (Loss) | 768,000 | 794,000 | ||||
Payments to Acquire Businesses, Gross | $ 1,200,000 | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 9,500,000 | |||||
Business Combination, Working Capital Adjustment | $ 345,000 | |||||
Transaction Costs | 150,000 | 150,000 | ||||
Cash | 544,000 | 544,000 | ||||
Accounts receivable | 905,000 | 905,000 | ||||
Lab supplies | 1,258,000 | 1,258,000 | ||||
Prepaid expenses and other current assets | 101,000 | 101,000 | ||||
Fixed assets | 949,000 | 949,000 | ||||
Intangible assets | 7,014,000 | 7,014,000 | ||||
Goodwill | 2,129,000 | 2,129,000 | ||||
Accounts payable and accrued expenses | (913,000) | (913,000) | ||||
Deferred revenue | (814,000) | (814,000) | ||||
Obligations under capital leases | (117,000) | (117,000) | ||||
Total purchase price | $ 11,056,000 | $ 11,056,000 |
Revenue and Accounts Receivab29
Revenue and Accounts Receivable - Schedule of Revenue by Service Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Revenue | $ 8,028 | $ 6,750 | $ 21,598 | $ 19,819 |
Biopharma Services | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Revenue | 4,168 | 3,805 | 11,175 | 11,374 |
Clinical Services | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Revenue | 2,880 | 2,687 | 8,887 | 7,685 |
Discovery Services | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Revenue | $ 980 | $ 258 | $ 1,536 | $ 760 |
Revenue and Accounts Receivab30
Revenue and Accounts Receivable - Schedule of Accounts Receivable by Service Type (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for doubtful accounts | $ (2,277) | $ (1,387) |
Accounts receivable, net | 15,797 | 11,748 |
Biopharma Services | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 3,702 | 3,683 |
Clinical Services | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 13,072 | 8,972 |
Discovery Services | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 1,300 | $ 480 |
Revenue and Accounts Receivab31
Revenue and Accounts Receivable - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Balance, December 31, 2016 | $ 1,387 | |
Bad debt expense | 890 | $ 8 |
Balance, September 30, 2017 | $ 2,277 |
Revenue and Accounts Receivab32
Revenue and Accounts Receivable - Schedule of Clinical Services Revenue (Details) - Payor - Revenue | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Product Information [Line Items] | ||||
Percentage of revenue | 36.00% | 40.00% | 41.00% | 39.00% |
Medicare | ||||
Product Information [Line Items] | ||||
Percentage of revenue | 11.00% | 14.00% | 14.00% | 13.00% |
Other insurers | ||||
Product Information [Line Items] | ||||
Percentage of revenue | 19.00% | 21.00% | 22.00% | 20.00% |
Other healthcare facilities | ||||
Product Information [Line Items] | ||||
Percentage of revenue | 6.00% | 5.00% | 5.00% | 6.00% |
Revenue and Accounts Receivab33
Revenue and Accounts Receivable - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($)company | Sep. 30, 2016USD ($)company | Sep. 30, 2017USD ($)company | Sep. 30, 2016USD ($)company | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Revenue | $ | $ 8,028 | $ 6,750 | $ 21,598 | $ 19,819 |
Payor | Testing Volume | Clinical Testing | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Percentage of benchmark | 45.00% | 39.00% | 40.00% | 31.00% |
Payor | Sales | 10% or More Clinical Revenue | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Percentage of benchmark | 11.00% | 11.00% | ||
Number of companies that accounted for approximately 10% or more of revenue | company | 1 | 1 | 1 | 1 |
Payor | Sales | Customer One | 10% or More Clinical Revenue | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Percentage of benchmark | 18.00% | 10.00% |
Common Stock Purchase Agreeme34
Common Stock Purchase Agreement with Aspire Capital (Details) - USD ($) | Aug. 14, 2017 | Sep. 30, 2017 |
Common Stock Purchase Agreement | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Sale of stock, maximum consideration to be received on transaction | $ 16,000,000 | |
Sale of stock, price per share (in dollars per share) | $ 3 | |
Sale of stock, purchase agreement term | 24 months | |
Sale of stock, number of shares required to be purchased per day by counterparty (in shares) | 33,333 | |
Sale of stock, minimum closing trade price per share required by counterparty in order to purchase daily amount (in dollars per share) | $ 3 | $ 3 |
Proceeds from Sale of Treasury Stock | $ 2,965,000 | |
Approximate Offering Costs | $ 35,000 | |
Sale of stock, maximum number of additional shares required to be purchased per day upon mutual agreement | 2,000,000 | |
Sale of stock, maximum number of shares issuable in transaction on purchase agreement date | 3,938,213 | |
Sale of stock, maximum percentage of ownership that can be sold | 20.00% | |
Common Stock Purchase Agreement - Commitment Shares | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Sale of stock, number of shares issued in transaction (in shares) | 320,000 | 320,000 |
Common Stock Purchase Agreement - Initial Purchase Price | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Sale of stock, number of shares issued in transaction (in shares) | 1,000,000 | 1,000,000 |
Earnings Per Share Reconciliati
Earnings Per Share Reconciliation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||||
Net (loss) | $ (633) | $ (3,745) | $ (12,979) | $ (13,027) |
Change in fair value of warrant liability | 2,790 | 0 | 0 | 0 |
Net (loss) for diluted earnings per share | $ (3,423) | $ (3,745) | $ (12,979) | $ (13,027) |
Denominator: | ||||
Weighted-average basic common shares outstanding (in shares) | 21,577 | 16,519 | 20,059 | 14,868 |
Assumed conversion of dilutive securities: | ||||
Common stock purchase warrants (in shares) | 782 | 0 | 0 | 0 |
Potentially dilutive common shares (in shares) | 782 | 0 | 0 | 0 |
Denominator for diluted earnings per share – adjusted weighted-average shares (in shares) | 22,359 | 16,519 | 20,059 | 14,868 |
Basic net (loss) per share | $ (0.03) | $ (0.23) | $ (0.65) | $ (0.88) |
Diluted net (loss) per share | $ (0.15) | $ (0.23) | $ (0.65) | $ (0.88) |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Anti-Dilutive Equivalent Units Outstanding Excluded From Calculation of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from calculation (in shares) | 7,094 | 9,346 | 9,505 | 9,346 |
Common stock purchase warrants (in shares) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from calculation (in shares) | 4,163 | 7,145 | 6,574 | 7,145 |
Stock options (in shares) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from calculation (in shares) | 2,816 | 2,128 | 2,816 | 2,128 |
Restricted shares of common stock (in shares) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from calculation (in shares) | 115 | 73 | 115 | 73 |
Sale of Net Operating Losses (D
Sale of Net Operating Losses (Details) | Feb. 22, 2017USD ($) |
New Jersey Division of Taxation | |
Income Tax Contingency [Line Items] | |
Net operating losses sold | $ 18,177,059 |
Net operating losses, sales price | 876,000 |
Proceeds from sale of net operating losses | 970,000 |
Costs associated with sale of net operating losses | 1,043,517 |
State and Local Jurisdiction | |
Income Tax Contingency [Line Items] | |
Research and development tax credits sold | $ 167,572 |
Term Notes and Line of Credit -
Term Notes and Line of Credit - Additional Information (Details) - USD ($) | Mar. 22, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||
Line of credit | $ 2,000,000 | $ 0 | |
Warrants, exercise period | 7 years | ||
Warrants, number of shares of common stock with right to purchase (in shares) | 443,262 | ||
Warrants, exercise price (usd per share) | $ 2.82 | ||
Class of warrant or right number of securities called by warrants or rights, percentage of number of shares issued that may be removed from agreement upon achieving certain financial milestones | 20.00% | ||
Silicon Valley Bank | Line of Credit | |||
Debt Instrument [Line Items] | |||
Debt instrument term | 2 years | ||
Line of credit, maximum borrowing capacity (not to exceed) | $ 6,000,000 | ||
Line of credit, maximum borrowing capacity, percent of accounts receivable | 80.00% | ||
Line of credit, facility, maximum borrowing capacity, percentage of net collectable value of third party accounts receivable | 50.00% | ||
Line of credit, facility, maximum borrowing capacity, times the average monthly collection amount of third party receivables over a previous quarter | 3 | ||
Effective interest rate | 5.80% | ||
Debt related commitment fees and debt issuance costs | $ 30,000 | ||
Line of credit facility, unused capacity, commitment fee | 0.25% | ||
Line of credit | $ 2,000,000 | ||
Silicon Valley Bank | Line of Credit | Prime Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.50% | ||
PFG | Secured Debt | |||
Debt Instrument [Line Items] | |||
Debt instrument term | 3 years | ||
Effective interest rate | 11.50% | ||
Debt related commitment fees and debt issuance costs | $ 120,000 | ||
Term note, principal balance | $ 6,000,000 | ||
Debt instrument, interest rate, effective percentage upon achieving certain milestones set forth by lender | 11.00% | ||
Warrants, exercise period | 7 years | ||
Warrants, number of shares of common stock with right to purchase (in shares) | 443,262 | ||
Warrants, exercise price (usd per share) | $ 2.82 | ||
Class of warrant or right number of securities called by warrants or rights, percentage of number of shares issued that may be removed from agreement upon achieving certain financial milestones | 20.00% |
Term Notes and Line of Credit39
Term Notes and Line of Credit - Schedule of Long-Term Debt (Details) - Secured Debt - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Less unamortized debt issuance costs | $ 199 | $ 13 |
Term notes, net | 4,936 | 4,654 |
Less current maturities | 0 | 2,000 |
Long-term portion | 4,936 | 2,654 |
SVB Term Note | ||
Debt Instrument [Line Items] | ||
SVB Term Note, repaid in 2017 | 0 | 4,667 |
PFG Term Note | ||
Debt Instrument [Line Items] | ||
PFG Term Note, net of discount of $865 | 5,135 | $ 0 |
Term note unamortized discount | 951 | |
PFG | ||
Debt Instrument [Line Items] | ||
Term notes, net | $ 6,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
May 31, 2014$ / sharesshares | Sep. 30, 2017USD ($)shares | Sep. 30, 2016 | Sep. 30, 2017USD ($)stock_planshares | Sep. 30, 2016USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of equity incentive plans | stock_plan | 2 | ||||
Options granted maximum exercisable period (up to) | 10 years | ||||
Proceeds from stock options exercised | $ 2,500 | $ 7,000 | $ 0 | ||
Employees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost related to non-vested stock options granted | 2,865,963 | $ 2,865,963 | |||
Unrecognized compensation cost related to non-vested stock options granted expect to recognize, period (in years) | 2 years 3 months 26 days | ||||
Non-Employee | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost related to non-vested stock options granted | $ 12,625 | $ 12,625 | |||
Unrecognized compensation cost related to non-vested stock options granted expect to recognize, period (in years) | 3 months | ||||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | |
Director | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Issuance of shares under stock options issued (in shares) | 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 available for future awards (in shares) | shares | 391,317 | 391,317 | |||
2008 Stock Option Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for future awards (in shares) | shares | 134,354 | 134,354 | |||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | |
Restricted shares of common stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost related to non-vested stock options granted expect to recognize, period (in years) | 1 year 6 months | ||||
Unrecognized compensation cost | $ 383,829 | $ 383,829 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Employee and Nonemployee Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Options Outstanding, Number of Shares Outstanding | ||
Outstanding, beginning balance (in shares) | 2,198,000 | |
Granted (in shares) | 860,000 | |
Exercised (in shares) | (3,000) | |
Canceled or expired (in shares) | (239,000) | |
Outstanding, ending balance (in shares) | 2,816,000 | 2,198,000 |
Exercisable June 30, 2017 (in shares) | 1,533,000 | |
Options Outstanding, Weighted-Average Exercise Price | ||
Outstanding, beginning balance (usd per share) | $ 9.09 | |
Granted (usd per share) | 2.87 | |
Exercised (usd per share) | 2.23 | |
Cancelled or expired (usd per share) | 10.80 | |
Outstanding, ending balance (usd per share) | 7.05 | $ 9.09 |
Exercisable June 30, 2017 (usd per share) | $ 9.54 | |
Weighted-Average Remaining Contractual Term and Aggregate Intrinsic Value | ||
Weighted- Average Remaining Contractual Term, Outstanding (in years) | 7 years 2 months 9 days | 7 years 15 days |
Weighted- Average Remaining Contractual Term, Exercisable (in years) | 5 years 8 months 9 days | |
Aggregate Intrinsic Value, Outstanding | $ 367 | $ 0 |
Aggregate Intrinsic Value, Exercisable | $ 76 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Assumptions Used to Estimate Fair Value of Options Granted (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Volatility | 75.28% | 74.30% | 74.60% | 74.30% |
Risk free interest rate | 1.92% | 1.17% | 1.97% | 1.17% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Term (years) | 5 years 8 months 23 days | 5 years 11 months 1 day | 5 years 10 months 24 days | 5 years 11 months 1 day |
Weighted-average fair value of options granted during the period (usd per share) | $ 1.91 | $ 1.30 | $ 1.89 | $ 1.30 |
Non-Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Volatility | 74.39% | 72.97% | 76.06% | 74.50% |
Risk free interest rate | 2.17% | 1.46% | 2.19% | 1.43% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Term (years) | 6 years 7 months 21 days | 7 years 7 months 21 days | 6 years 10 months 21 days | 7 years 10 months 21 days |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Award Activity (Details) - Restricted shares of common stock | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Number of Shares (in shares): | |
Non-vested, beginning balance (in shares) | shares | 80,000 |
Granted (in shares) | shares | 65,000 |
Vested (in shares) | shares | (30,000) |
Non-vested, ending balance (in shares) | shares | 115,000 |
Weighted-Average Grant Date Fair Value (in dollars per share): | |
Non-vested, beginning balance (usd per share) | $ / shares | $ 6.30 |
Granted (usd per share) | $ / shares | 3.29 |
Vested (usd per share) | $ / shares | 8.30 |
Non-vested, ending balance (usd per share) | $ / shares | $ 4.09 |
Stock-Based Compensation - Effe
Stock-Based Compensation - Effects of Stock-Based Compensation Related to Stock Option Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation | $ 519 | $ 514 | $ 1,395 | $ 1,538 |
Cost of revenues | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation | 122 | 83 | 250 | 219 |
Research and development | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation | 11 | 45 | 110 | 140 |
General and administrative | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation | 356 | 356 | 949 | 1,095 |
Sales and marketing | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation | $ 30 | $ 30 | $ 86 | $ 84 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 28, 2017 | Mar. 22, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Class of Warrant or Right [Line Items] | |||||
Warrants, exercise period | 7 years | ||||
Warrants, number of shares of common stock with right to purchase (in shares) | 443,262 | ||||
Warrants, exercise price (usd per share) | $ 2.82 | ||||
Class of warrant or right number of securities called by warrants or rights, percentage of number of shares issued that may be removed from agreement upon achieving certain financial milestones | 20.00% | ||||
Class of warrant or right, average stock price settlement period | 90 days | ||||
Proceeds from warrant exercises | $ 1,827 | $ 0 | |||
Warrants exercised (in shares) | 90,063 | 902,000 | |||
Warrants, exercise price (usd per share) | $ 2.25 | $ 4.93 | |||
Warrants surrendered (in shares) | 45,162 | ||||
Warrants issued (in shares) | 44,901 | 443,000 | |||
Common Stock | |||||
Class of Warrant or Right [Line Items] | |||||
Proceeds from warrant exercises | $ 56 | $ 1,827 | |||
Warrants exercised (in shares) | 25,000 | 811,900 | |||
Warrants, exercise price (usd per share) | $ 2.25 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Details) - $ / shares | Mar. 28, 2017 | Sep. 30, 2017 |
Class of Warrant or Right [Line Items] | ||
Warrants, Exercise Price (usd per share) | $ 2.25 | $ 4.93 |
Class of Warrants Outstanding [Roll Forward] | ||
Warrants outstanding, beginning balance (in shares) | 7,033,000 | |
Warrants issued (in shares) | 44,901 | 443,000 |
Warrants exercised (in shares) | (90,063) | (902,000) |
Warrants outstanding, ending balance (in shares) | 6,574,000 | |
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 (in shares) | 4,163,000 | |
Warrants issued (in shares) | 0 | |
Warrants exercised (in shares) | 0 | |
Warrants outstanding, ending balance (in shares) | 4,163,000 | |
Warrant Issued For | Derivative warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Exercise Price (usd per share) | $ 2.35 | |
Class of Warrants Outstanding [Roll Forward] | ||
Warrants outstanding, beginning balance (in shares) | 2,870,000 | |
Warrants issued (in shares) | 443,000 | |
Warrants exercised (in shares) | (902,000) | |
Warrants outstanding, ending balance (in shares) | 2,411,000 | |
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 (in shares) | 109,000 | |
Warrants issued (in shares) | 0 | |
Warrants exercised (in shares) | 0 | |
Warrants outstanding, ending balance (in shares) | 109,000 | |
Financing | 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 (in shares) | 243,000 | |
Warrants issued (in shares) | 0 | |
Warrants exercised (in shares) | 0 | |
Warrants outstanding, ending balance (in shares) | 243,000 | |
Financing | 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 (in shares) | 361,000 | |
Warrants issued (in shares) | 0 | |
Warrants exercised (in shares) | 0 | |
Warrants outstanding, ending balance (in shares) | 361,000 | |
2016 Offerings | 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 (in shares) | 2,870,000 | |
Warrants issued (in shares) | 0 | |
Warrants exercised (in shares) | (902,000) | |
Warrants outstanding, ending balance (in shares) | 1,968,000 | |
2017 Debt | Warrant Issued For | Derivative warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Exercise Price (usd per share) | $ 2.82 | |
Class of Warrants Outstanding [Roll Forward] | ||
Warrants outstanding, beginning balance (in shares) | 0 | |
Warrants issued (in shares) | 443,000 | |
Warrants exercised (in shares) | 0 | |
Warrants outstanding, ending balance (in shares) | 443,000 | |
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 (in shares) | 3,450,000 | |
Warrants issued (in shares) | 0 | |
Warrants exercised (in shares) | 0 | |
Warrants outstanding, ending balance (in shares) | 3,450,000 |
Fair Value of Warrants - Summar
Fair Value of Warrants - Summary of Derivative Warrant Activity (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | |
Class of Warrants Outstanding [Roll Forward] | ||
Fair value of warrants outstanding as of December 31, 2016 | $ 2,018 | |
Fair value of warrants issued | 1,004 | |
Fair value of warrants exercised | (2,782) | |
Change in fair value of warrants | 3,927 | |
Fair value of warrants outstanding as of September 30, 2017 | 2,018 | $ 4,167 |
2016 Offering | ||
Class of Warrants Outstanding [Roll Forward] | ||
Fair value of warrants outstanding as of December 31, 2016 | 2,018 | |
Fair value of warrants issued | 0 | |
Fair value of warrants exercised | (2,782) | |
Change in fair value of warrants | 4,107 | |
Fair value of warrants outstanding as of September 30, 2017 | 2,018 | 3,343 |
2017 Debt | ||
Class of Warrants Outstanding [Roll Forward] | ||
Fair value of warrants outstanding as of December 31, 2016 | 0 | |
Fair value of warrants issued | 1,004 | |
Fair value of warrants exercised | 0 | |
Change in fair value of warrants | (180) | |
Fair value of warrants outstanding as of September 30, 2017 | $ 0 | $ 824 |
Fair Value of Warrants - Assump
Fair Value of Warrants - Assumptions Used in Computing Fair Value of Derivative Warrants (Details) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
2017 Debt | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price (in dollars per share) | $ 2.82 | $ 2.82 | ||||
Expected life (years) | 6 years 5 months 23 days | 7 years | ||||
Expected volatility | 74.07% | 74.61% | ||||
Risk-free interest rate | 2.16% | 2.22% | ||||
Expected dividend yield | 0.00% | 0.00% | ||||
2016 Offering | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price (in dollars per share) | $ 2.25 | $ 2.25 | $ 2.25 | $ 2.25 | $ 2.25 | $ 2.25 |
Expected life (years) | 4 years 3 months 29 days | 5 years 22 days | 4 years 3 months 18 days | 5 years 6 months | 4 years 9 months 11 days | 5 years 6 months |
Expected volatility | 75.07% | 72.82% | 74.20% | 73.28% | 76.24% | 74.36% |
Risk-free interest rate | 1.92% | 1.93% | 1.81% | 1.21% | 1.94% | 1.30% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair value measurements, recurring - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 4,167 | $ 2,018 |
Note payable | 228 | 114 |
Total liabilities fair value | 4,395 | 2,132 |
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 |
Note payable | 0 | 0 |
Total liabilities fair value | 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 |
Note payable | 0 | 0 |
Total liabilities fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 4,167 | 2,018 |
Note payable | 228 | 114 |
Total liabilities fair value | $ 4,395 | $ 2,132 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Loss (gain) due to change in value of note payable | $ (105,000) | $ (18,000) | $ 114,000 | $ (119,000) |
Gain (loss) due to expiration of warrant liability | 2,790,000 | 712,000 | $ (3,927,000) | 729,000 |
VenturEast | BioServe | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Number of shares associated with notes payable (in shares) | 84,278 | |||
Loss (gain) due to change in value of note payable | 105,000 | (18,000) | $ 114,000 | (119,000) |
2016 Offering | Significant Unobservable Inputs (Level 3) | Fair value measurements, recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Gain (loss) due to expiration of warrant liability | $ 2,790,000 | $ 712,000 | $ (3,927,000) | 17,000 |
Gain (Loss) On Derivatives Instruments From Stock Price Change | $ (712,000) |
Fair Value Measurements - Sum51
Fair Value Measurements - Summary of Fair Value of Notes Payable (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value of warrants issued | $ 1,004 |
Fair value of warrants exercised | (2,782) |
Notes Payable to VenturEast | Significant Unobservable Inputs (Level 3) | Fair value measurements, recurring | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value of warrants issued | 0 |
Fair value of warrants exercised | 0 |
Notes Payable to VenturEast | VenturEast | Significant Unobservable Inputs (Level 3) | Fair value measurements, recurring | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 114 |
Change in fair value | 114 |
Ending balance | 228 |
Warrant Liability | Significant Unobservable Inputs (Level 3) | Fair value measurements, recurring | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 2,018 |
Fair value of warrants issued | 1,004 |
Fair value of warrants exercised | (2,782) |
Change in fair value | 3,927 |
Ending balance | $ 4,167 |
Joint Venture Agreement - Addit
Joint Venture Agreement - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 53 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | May 31, 2013 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Joint venture net loss | $ 21,000 | $ 45,000 | ||||
Research and development | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Joint venture net loss | $ 2,000 | $ 18,000 | 21,000 | $ 45,000 | ||
Equity Method Investee | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Due from related parties, current | 10,000 | 10,000 | $ 10,000 | |||
Joint Venture Agreement | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Percentage of outstanding membership interests in joint venture | 50.00% | |||||
Investment in joint venture | 2,000,000 | |||||
Fair value of capital contribution in joint venture | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | |||
Joint Venture Agreement | Maximum | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Required payments to acquire interest in joint venture | $ 6,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Apr. 30, 2014USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Sep. 30, 2017USD ($)shares | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($)patent | Dec. 31, 2010USD ($)shares | May 10, 2010$ / shares | |
Related Party Transaction [Line Items] | |||||||||
Option to purchase shares under consulting agreement (in shares) | shares | 860,000 | ||||||||
Equity Dynamics, Inc. | |||||||||
Related Party Transaction [Line Items] | |||||||||
Agreement with related party, fee | $ 10,000 | ||||||||
Agreement with related party, consulting fee | $ 30,000 | $ 30,000 | $ 90,000 | $ 90,000 | |||||
Due to related party | 20,000 | 20,000 | |||||||
Dr. Chaganti | |||||||||
Related Party Transaction [Line Items] | |||||||||
Consulting agreement period | 3 years | ||||||||
Consulting and advisory services fee | $ 5,000 | ||||||||
Option to purchase shares under consulting agreement (in shares) | shares | 200,000 | ||||||||
Common stock, shares purchased price per share (usd per share) | $ / shares | $ 15.89 | ||||||||
Award vesting period | 4 years | ||||||||
Agreement with related party, one-time payment required | $ 50,000 | ||||||||
Agreement with related party, percentage of net revenues required to be paid | 1.00% | ||||||||
Patent expenses | $ 50,000 | ||||||||
Payment for revenue received from license sales | $ 50,000 | ||||||||
Number of patents were issued | patent | 1 | ||||||||
Dr. Chaganti | Consulting and Advisory Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Non-cash stock-based compensation expense | $ 12,625 | $ 7,125 | $ 62,125 | $ 32,750 |