Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 21, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CGIX | ||
Entity Registrant Name | CANCER GENETICS, INC | ||
Entity Central Index Key | 1,349,929 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 27,748,497 | ||
Entity Public Float | $ 65.8 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 9,541 | $ 9,502 |
Accounts receivable, net of allowance for doubtful accounts of 2017 $6,539; 2016 $1,387 | 10,958 | 11,748 |
Other current assets | 2,707 | 2,174 |
Total current assets | 23,206 | 23,424 |
FIXED ASSETS, net of accumulated depreciation | 5,550 | 4,738 |
OTHER ASSETS | ||
Restricted cash | 350 | 300 |
Patents and other intangible assets, net of accumulated amortization | 4,478 | 1,503 |
Investment in joint venture | 246 | 268 |
Goodwill | 17,992 | 12,029 |
Other | 399 | 172 |
Total other assets | 23,465 | 14,272 |
Total Assets | 52,221 | 42,434 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 8,715 | 8,148 |
Obligations under capital leases, current portion | 272 | 109 |
Deferred revenue | 516 | 789 |
Line of credit | 4,137 | 0 |
Bank term note, current portion | 6,000 | 2,000 |
Total current liabilities | 19,640 | 11,046 |
Bank term note | 0 | 2,654 |
Obligations under capital leases | 624 | 374 |
Deferred rent payable and other | 360 | 290 |
Warrant liability | 4,403 | 2,018 |
Deferred revenue, long-term | 429 | 428 |
Total Liabilities | 25,456 | 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, 27,754 and 18,936 shares issued and outstanding as of December 31, 2017 and 2016, respectively | 3 | 2 |
Additional paid-in capital | 161,527 | 139,576 |
Accumulated other comprehensive income | 69 | 0 |
Accumulated deficit | (134,834) | (113,954) |
Total Stockholders’ Equity | 26,765 | 25,624 |
Total Liabilities and Stockholders’ Equity | $ 52,221 | $ 42,434 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 6,539 | $ 1,387 |
Preferred stock, shares authorized (shares) | 9,764,000 | 9,764,000 |
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (shares) | 0 | 0 |
Common stock, shares authorized (shares) | 100,000,000 | 100,000,000 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued (shares) | 27,754,000 | 18,936,000 |
Common stock, shares outstanding (shares) | 27,754,000 | 18,936,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Other Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 29,121 | $ 27,049 |
Cost of revenues | 18,070 | 17,104 |
Gross profit | 11,051 | 9,945 |
Operating expenses: | ||
Research and development | 4,789 | 5,967 |
General and administrative | 19,894 | 16,034 |
Sales and marketing | 4,990 | 4,668 |
Total operating expenses | 29,673 | 26,669 |
Loss from operations | (18,622) | (16,724) |
Other income (expense): | ||
Interest expense | (2,128) | (454) |
Interest income | 63 | 23 |
Change in fair value of warrant liability | (1,964) | 1,525 |
Change in fair value of acquisition note payable | (42) | 152 |
Other expense | (266) | (325) |
Total other income (expense) | (4,337) | 921 |
Loss before income taxes | (22,959) | (15,803) |
Income tax (benefit) | (2,079) | 0 |
Net (loss) | $ (20,880) | $ (15,803) |
Basic and diluted net (loss) per share (in dollars per share) | $ (1.01) | $ (1) |
Basic and diluted weighted average shares outstanding (in shares) | 20,663 | 15,861 |
Unrealized gain on foreign currency translation | $ 69 | $ 0 |
Total comprehensive (loss) | $ (20,811) | $ (15,803) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Employee | EmployeeCommon Stock | EmployeeAdditional Paid-in Capital | Non-Employee | Non-EmployeeCommon Stock | Non-EmployeeAdditional Paid-in Capital | 2017 Offerings | 2017 OfferingsCommon Stock | 2017 OfferingsAdditional Paid-in Capital | 2016 Offerings | 2016 OfferingsCommon Stock | 2016 OfferingsAdditional Paid-in Capital | Common Stock Purchase Agreement | Common Stock Purchase AgreementCommon Stock | Common Stock Purchase AgreementAdditional Paid-in Capital |
Beginning Balance (shares) at Dec. 31, 2015 | 13,652,000 | |||||||||||||||||||
Beginning Balance at Dec. 31, 2015 | $ 33,017 | $ 1 | $ 131,167 | $ 0 | $ (98,151) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Stock based compensation (shares) | 16,000 | 0 | ||||||||||||||||||
Stock based compensation | $ 1,978 | $ 1,978 | $ 38 | $ 38 | ||||||||||||||||
Exercise of options (shares) | 0 | |||||||||||||||||||
Issuance of common stock (shares) | 50,000 | 5,218,000 | ||||||||||||||||||
Issuance of common stock | $ 75 | 75 | $ 6,319 | $ 1 | $ 6,318 | |||||||||||||||
Unrealized gain on foreign currency translation | 0 | |||||||||||||||||||
Net loss | (15,803) | 0 | (15,803) | |||||||||||||||||
Ending Balance (shares) at Dec. 31, 2016 | 18,936,000 | |||||||||||||||||||
Ending Balance at Dec. 31, 2016 | 25,624 | $ 2 | 139,576 | 0 | (113,954) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Stock based compensation (shares) | 68,000 | 0 | ||||||||||||||||||
Stock based compensation | $ 1,826 | $ 1,826 | $ 69 | $ 69 | ||||||||||||||||
Exercise of warrants (shares) | 857,000 | |||||||||||||||||||
Exercise of warrants | $ 4,609 | 4,609 | ||||||||||||||||||
Exercise of options (shares) | 3,000 | 3,000 | ||||||||||||||||||
Exercise of options | $ 7 | 7 | ||||||||||||||||||
Issuance of common stock (shares) | 2,000 | 3,500,000 | 1,320,000 | |||||||||||||||||
Issuance of common stock | 5 | 5 | $ 4,387 | $ 1 | $ 4,386 | $ 2,965 | $ 2,965 | |||||||||||||
Issuance of stock - acquisition of vivoPharm (in shares) | 3,068,000 | |||||||||||||||||||
Issuance of stock - acquisition of vivoPharm, Pty Ltd. | 8,084 | 8,084 | ||||||||||||||||||
Unrealized gain on foreign currency translation | 69 | 69 | ||||||||||||||||||
Net loss | (20,880) | (20,880) | ||||||||||||||||||
Ending Balance (shares) at Dec. 31, 2017 | 27,754,000 | |||||||||||||||||||
Ending Balance at Dec. 31, 2017 | $ 26,765 | $ 3 | $ 161,527 | $ 69 | $ (134,834) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (20,880,000) | $ (15,803,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,799,000 | 2,032,000 |
Amortization | 366,000 | 343,000 |
Provision for bad debts | 5,278,000 | 723,000 |
Stock-based compensation | 1,895,000 | 2,016,000 |
Stock issued for consulting services | 5,000 | 75,000 |
Change in fair value of acquisition note payable | 42,000 | (152,000) |
Change in fair value of warrant liability | 1,964,000 | (1,525,000) |
Amortization of debt issuance costs | 295,000 | 12,000 |
Accretion of discount on debt | 1,004,000 | 0 |
Loss in equity-method investment | 22,000 | 73,000 |
Loss on extinguishment of debt | 78,000 | 0 |
Change in working capital components: | ||
Accounts receivable | (3,583,000) | (5,850,000) |
Other current assets | (159,000) | (56,000) |
Other non-current assets | 0 | (69,000) |
Accounts payable, accrued expenses and deferred revenue | (1,538,000) | 355,000 |
Deferred rent and other | (152,000) | (25,000) |
Net cash (used in) operating activities | (13,564,000) | (17,851,000) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | (1,284,000) | (490,000) |
Increase in restricted cash | (50,000) | 0 |
Patent costs | (126,000) | (119,000) |
Purchase of cost method investment | (200,000) | 0 |
Cash used in acquisition of vivoPharm, Pty Ltd., net of cash received | (1,091,000) | 0 |
Net cash (used in) investing activities | (2,751,000) | (609,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principal payments on capital lease obligations | (230,000) | (126,000) |
Proceeds from warrant exercises | 1,827,000 | 0 |
Proceeds from option exercises | 7,000 | 0 |
Proceeds from borrowings on Silicon Valley Bank line of credit | 4,137,000 | 0 |
Proceeds from Partners for Growth IV, L.P. term note | 6,000,000 | 0 |
Payment of debt issuance costs | (287,000) | 0 |
Principal payments on notes payable | (4,667,000) | (1,333,000) |
Net cash provided by financing activities | 16,338,000 | 8,503,000 |
Effect of foreign currency exchange rates on cash and cash equivalents | 16,000 | 0 |
CASH AND CASH EQUIVALENTS | ||
Beginning | 9,502,000 | 19,459,000 |
Ending | 9,541,000 | 9,502,000 |
Net increase (decrease) in cash and cash equivalents | 39,000 | (9,957,000) |
SUPPLEMENTAL CASH FLOW DISCLOSURE | ||
Cash paid for interest | 871,000 | 333,000 |
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Fixed assets acquired through capital lease arrangements | 567,000 | 211,000 |
Value of shares issued as partial consideration to purchase vivoPharm, Pty Ltd. | 8,084,000 | 0 |
Common Stock Purchase Agreement | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from Aspire Capital common stock purchase, net of certain offering costs | 2,965,000 | 0 |
2017 Offerings | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from Aspire Capital common stock purchase, net of certain offering costs | 6,586,000 | 9,962,000 |
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Derivative warrants issued with debt | 2,199,000 | 0 |
2017 Debt | ||
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Derivative warrants issued with debt | $ 1,004,000 | $ 0 |
Organization, Description of Bu
Organization, Description of Business, Acquisition and Offerings | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Description of Business, Acquisition and Offerings | Organization, Description of Business, Acquisition and Offerings We are an emerging leader in the field of precision medicine, enabling individualized therapies in the field of oncology through our tests, services and molecular markers. We develop, commercialize and provide molecular- and biomarker-based tests and services, including proprietary preclinical oncology and immuno-oncology services, that enable biotech and pharmaceutical companies engaged in oncology and immuno-oncology trials to better select candidate populations and reduce adverse drug reactions by providing information regarding genomic and molecular factors influencing subject responses to therapeutics. Through our clinical services, we enable physicians to personalize the clinical management of each individual patient by providing genomic information to better diagnose, monitor and inform cancer treatment. We have a comprehensive, disease-focused oncology testing portfolio, and extensive set of anti-tumor referenced data based on predictive xenograft and syngeneic tumor models. Our tests and techniques target a wide range of indications, covering all ten of the top 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”) we provide contract research services, focused primarily on unique specialized studies to guide drug discovery and development programs in the oncology and immuno-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, 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. We offer preclinical services such as predictive tumor models, human orthotopic xenografts and syngeneic immuno-oncology relevant tumor models in our Hershey PA facility, and a leader in the field of immuno-oncology preclinical services in the United States. This service is supplemented with GLP toxicology and extended bioanalytical services in our Australian based facility in Bundoora VIC. Acquisition of vivoPharm Pty, Ltd. On August 15, 2017, we purchased all of the outstanding stock of vivoPharm, Pty Ltd. (“vivoPharm”), with its principal place of business in Victoria, Australia, in a transaction valued at approximately $1.6 million in cash and shares of the Company's common stock, valued at $8.1 million based on the closing price of the stock on August 15, 2017. 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 has incurred approximately $135,000 in transaction costs associated with the purchase of vivoPharm, which were expensed during the year ended December 31, 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. 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. Goodwill arising from the acquisition of vivoPharm relates to expected growth and synergies, as well as an assembled workforce. Goodwill is not deductible for income tax purposes. 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. As of December 31, 2017, the valuation of the lab supplies, deferred revenue and deferred taxes is provisional. The Company made revisions to the preliminary valuation of certain assets and liabilities acquired which decreased lab supplies by approximately $908,000 , decreased prepaid expenses and other current assets by approximately $41,000 , decreased fixed assets by approximately $184,000 , decreased intangible assets by approximately $3,854,000 , increased goodwill by approximately $3,831,000 , increased deferred rent and other by approximately $222,000 and decreased capital lease obligations by $41,000 . The estimated allocation of the purchase price as of August 15, 2017 consists of the following (in thousands): Amount Cash $ 544 Accounts receivable 905 Lab supplies 350 Prepaid expenses and other current assets 60 Fixed assets 765 Intangible assets 3,160 Goodwill 5,960 Accounts payable (913 ) Deferred revenue (814 ) Deferred rent and other (222 ) Obligations under capital lease (76 ) Total purchase price $ 9,719 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): Unaudited 2017 2016 Revenue $ 32,880 $ 31,981 Net income (loss) (20,961 ) (16,493 ) Basic and dilutive net loss per share $ (0.92 ) $ (0.87 ) The pro forma numbers above are derived from historical numbers of the Company and vivoPharm and reflect adjustments for pro forma amortization and certain operating expenses. The Company's results of operations for the year ended December 31, 2017 include the operations of vivoPharm from August 15, 2017, with revenues of approximately $2,717,000 . The net income (loss) of vivoPharm cannot be determined, as its operations were integrated with Cancer Genetics. 2016 Offerings May Offering On May 25, 2016, we sold 2,467,820 shares of common stock in a public offering and warrants to purchase 1,233,910 shares of common stock in a concurrent private placement. These offerings resulted in gross proceeds of $5 million . We sold 2,150,000 shares of common stock and warrants to purchase 1,075,000 shares of common stock to certain institutional investors at a combined offering price of $2.00 per common share, and our Chairman of the Board, John Pappajohn, purchased 317,820 shares of common stock and warrants to purchase 158,910 shares of common stock at a combined offering price of $2.2025 per common share. In addition, we issued warrants to purchase an aggregate of 123,391 shares of common stock to the placement agent. Subject to certain ownership limitations, the warrants were initially exercisable commencing six months from the issuance date at an exercise price equal to $2.25 per share of common stock. The warrants are exercisable for five years from the initial exercise date. All references to the sales of common stock with warrants mentioned in this paragraph, along with the September Offering below, are referred to as the “2016 Offerings.” September Offering On September 14, 2016, we sold 2,750,000 shares of common stock in a public offering and warrants to purchase 1,375,000 shares of common stock in a concurrent private placement at a combined price of $2.00 per common share. These offerings resulted in gross proceeds of $5.5 million . In addition, we issued warrants to purchase an aggregate of 137,500 shares of common stock to the placement agent. Subject to certain ownership restrictions, the warrants will be initially exercisable six months from the issuance date at an exercise price of $2.25 per share of common stock. The warrants are exercisable for five years from the initial exercise date. All references to the sales of common stock with warrants mentioned in this paragraph, along with the May Offering above, are referred to as the “2016 Offerings.” 2017 Offering On December 8, 2017, we sold 3,500,000 shares of our common stock and warrants to purchase 3,500,000 shares of common stock in a public offering (“2017 Offering”). The offering resulted in gross proceeds of $7.0 million . The 2017 Offering warrants have an exercise price of $2.35 per share of common stock. In addition, we issued warrants to purchase an aggregate of 175,000 shares of common stock at $2.50 per share to the placement agent (“Wainwright Warrants”). Subject to certain ownership limitations, these warrants will be initially exercisable 6 months from the issuance date and are exercisable for 12 months from the initial exercise date. 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 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 Agreement provides for a purchase price per Purchase Share of $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 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 December 31, 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. Due to the price of the Company’s stock being lower than the $3.00 per share, the Company does not expect to sell more shares under the Purchase Agreement in the foreseeable future. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Going Concern At December 31, 2017, our cash position and history of losses required management to assess our ability to continue operating as a going concern, according to Financial Accounting Standards Board Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). The Company does not have sufficient cash at December 31, 2017 to fund normal operations for the next twelve months . In addition, the Company is in violation of certain financial covenants under its debt agreements at December 31, 2017, January 31, 2018, February 28, 2018 and March 31, 2018. The Company's ability to continue as a going concern is dependent on the Company's ability to obtain a waiver of its financial covenant violations, raise additional equity or debt capital or spin-off non-core assets to raise additional cash. These factors raise substantial doubt about the Company's ability to continue as a going concern. We have hired Raymond James & Associates, Inc. as our financial advisor to assist with evaluating strategic alternatives. Such alternatives could include raising more capital, the acquisition of another company and/or complementary assets, the sale of the Company or another type of strategic partnership. We can provide no assurances that our current actions will be successful or that additional sources of financing with be available to us on favorable terms, if at all. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of presentation : We prepare our financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Segment reporting : Operating segments are defined as components of an enterprise about which separate discrete information is used by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. We view our operations and manage our business in one operating segment, which is the business of developing and selling diagnostic tests and services. Principles of consolidation : The accompanying consolidated financial statements include the accounts of Cancer Genetics, Inc. and our wholly owned subsidiaries. All significant intercompany account balances and transactions have been eliminated in consolidation. Foreign currency : We translate the financial statements of our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and average exchange rates for revenue, costs and expenses. Translation gains and losses are recorded in accumulated other comprehensive income as a component of stockholders’ equity. Gains and losses resulting from foreign currency transactions that are denominated in currencies other than the entity's functional currency are included within the consolidated statements of operations and other comprehensive loss and were not significant during 2017 or 2016. Use of estimates and assumptions : The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include, among others, realization of amounts billed, realization of long-lived assets, realization of intangible assets, accruals for litigation and registration payments, assumptions used to value stock options, warrants and goodwill and the valuation of assets acquired and liabilities assumed from acquisitions. Actual results could differ from those estimates. Risks and uncertainties : We operate in an industry that is subject to intense competition, government regulation and rapid technological change. Our operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory, foreign operations, and other risks, including the potential risk of business failure. Cash and cash equivalents : Highly liquid investments with original maturities of three months or less when purchased are considered to be cash equivalents. Financial instruments which potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents. We maintain cash and cash equivalents with high-credit quality financial institutions. At times, such amounts may exceed insured limits. We have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk on our cash and cash equivalents. Restricted cash : Represents cash held at financial institutions which we may not withdraw and which collateralizes certain of our financial commitments. All of our restricted cash is invested in interest bearing certificates of deposit. At December 31, 2017 and 2016, our restricted cash collateralizes a $350,000 and $300,000 , respectively, letter of credit in favor of our landlord, pursuant to the terms of the lease for our Rutherford facility. Revenue recognition : The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, as well as SEC Staff Accounting Bulletin 104, for its Biopharma and Discovery Services, and ASC 954-605, Health Care Entities, Revenue Recognition for its Clinical Services. These standards generally require that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence that an arrangement exists; (2) delivery has occurred and title and the risks and rewards of ownership have been transferred to the customer or services have been rendered; (3) the price is fixed or determinable; and (4) collectability is reasonably assured. In determining whether the price is fixed or determinable, we consider payment limits imposed by insurance carriers and Medicare, and the amount of revenue recorded takes into account the historical percentage of revenue we have collected for each type of test for each payor category. Periodically, an adjustment is made to Clinical Services revenue to record differences between our anticipated cash receipts from third parties, such as insurance carriers and Medicare, and actual receipts from such payors. These adjustments primarily relate to contractual allowances and discount and were not significant for the year ended December 31, 2016. For the year ended December 31, 2017, the Company recorded an adjustment of approximately $1,640,000 . For some Clinical Service and Biopharma customers billed directly, revenue is recorded based upon the contractually agreed upon fee schedule. When assessing collectability, we consider whether we have sufficient payment history to reliably estimate a payor’s individual payment patterns. We do not bill customers for shipping and handling fees, other than reimbursement of such expenses we incur on behalf of our Biopharma clients, and we do not collect any sales or other taxes from customers. Accounts receivable : Accounts receivable are carried at net realizable value, which is the original invoice amount less an estimate for contractual adjustments, discounts and doubtful receivables, the amounts of which are determined by an analysis of individual accounts. Our policy for assessing the collectability of receivables is dependent upon the major payor source of the underlying revenue. For Biopharma and Discovery clients, an assessment of credit worthiness is performed prior to initial engagement and is reassessed periodically. If deemed necessary, an allowance is established on receivables from direct bill clients. For Clinical Services clients, we record revenues and related receivables when the testing process is complete and the results are reported. Revenue is recorded at the expected price, taking into account the patient's ability to pay, as well as anticipated discounts, adjustments and/or contractual allowances, as applicable. After reasonable collection efforts are exhausted, amounts deemed to be uncollectible are written off against the allowance for doubtful accounts. Since the Company only recognizes revenue to the extent it expects to collect such amounts, bad debt expense related to receivables from patient service revenue is recorded in general and administrative expense in the consolidated statements of operations. Recoveries of accounts receivable previously written off are recorded when received. For the 2017 calendar year, the Company, as part of its evaluation of outstanding accounts receivable, determined that a substantial amount of its receivables will not likely be collectible. Accordingly, the Company recorded approximately $5,278,000 of bad debt expenses in its Consolidated Statements of Operations and Other Comprehensive Loss during the year ended December 31, 2017. While the Company continues with its collections efforts on all claims, the Company has determined most of its challenges in cash collections is related to the acquisition of Response Genetics, some dating back to 2015 and 2016, and was associated with the integration of invoices into CGI’s billing platform. These invoices were deemed uncollectible due to delays in filing its claims, the demands by payors for copies of patient medical records or diagnosis codes which has been difficult to obtain, among other reasons that payors have declined to reimburse the Company for its services. In addition, the Company has experienced low collection rates for its next generation sequencing tests due to the lack of coverage for certain of our next generation sequencing tests by Medicare and most third-party managed care plans, along with challenges in the integration of the lab management system in its Los Angeles laboratory facility into the Company’s billing system, resulting in lower collections from third-party payors. Deferred revenue: Payments received in advance of services rendered are recorded as deferred revenue and are subsequently recognized as revenue in the period in which the services are performed. Fixed assets: Fixed assets consist of diagnostic equipment, furniture and fixtures and leasehold improvements. Fixed assets are carried at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, which generally range from five to seven years. Leasehold improvements are depreciated over the lesser of the lease term or the estimated useful lives of the improvements using the straight-line method. Repairs and maintenance are charged to expense as incurred while improvements are capitalized. Upon sale, retirement or disposal of fixed assets, the accounts are relieved of the cost and the related accumulated depreciation with any gain or loss recorded to the consolidated statements of operations. Fixed assets are reviewed for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. These computations utilize judgments and assumptions inherent in our estimate of future cash flows to determine recoverability of these assets. If our assumptions about these assets were to change as a result of events or circumstances, we may be required to record an impairment loss. Goodwill : Goodwill resulted from the purchases of Gentris Corporation (“Gentris”) and BioServe Biotechnologies (India) Pvt. Ltd. (“BioServe”) in 2014, the purchase of certain assets of Response Genetics, Inc. (“Response Genetics”) in 2015 and the purchase of vivoPharm in 2017, as discussed in Note 1. In accordance with ASC 350, Intangibles - Goodwill and Other, we are required to test goodwill for impairment and adjust for impairment losses, if any, at least annually and on an interim basis if an event or circumstance indicates that it is likely impairment has occurred. Our annual goodwill impairment testing date is October 1 of each year. No such losses were incurred during the years ended December 31, 2017 and 2016 . Goodwill (in thousands) Balance, December 31, 2015 and 2016 $ 12,029 Purchased through acquisition of vivoPharm 5,960 Foreign currency translation adjustment 3 Balance, December 31, 2017 $ 17,992 Financing fees: Financing fees are amortized using the effective interest method over the term of the related debt. Debt is recorded net of unamortized debt issuance costs. Warrant liability : We had issued certain warrants that contained an exercise price adjustment feature in the event we issued additional equity instruments at a price lower than the exercise price of the warrant. These warrants expired unexercised during the year ended December 31, 2016. We issued warrants during the 2016 Offerings and that 2017 Offering that contain a contingent net cash settlement feature. We also issued warrants that are subject to a 20% reduction if we achieve certain financial milestones as part of our 2017 debt refinancing described in Note 7. All of these warrants are described herein as derivative warrants. We account for these derivative warrants as liabilities. These common stock purchase warrants do not trade in an active securities market, and as such, we estimate the fair value of these warrants using the binomial lattice, Black-Scholes and Monte Carlo valuation pricing models with the assumptions as follows: The risk-free interest rate for periods within the contractual life of the warrant is based on the U.S. Treasury yield curve. The expected life of the warrants is based upon the contractual life of the warrants. We use the historical volatility of our common stock and the closing price of our shares on the NASDAQ Capital Market. We compute the fair value of the warrant liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the warrant liability is our stock price, which is subject to significant fluctuation and is not under our control. The resulting effect on our net income (loss) is therefore subject to significant fluctuation and will continue to be so until the warrants are exercised, amended or expire. Assuming all other fair value inputs remain constant, we will record non-cash expense when the stock price increases and non-cash income when the stock price decreases. Income taxes : Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred income taxes. Deferred income taxes are recognized for temporary differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Deferred income taxes are also recognized for net operating loss (“NOLs”) carryforwards that are available to offset future taxable income and research and development credits. On December 22, 2017, the U.S. federal government enacted legislation commonly referred to as the “Tax Cuts and Jobs Act” (the “TCJA”). The TCJA makes widespread changes to the Internal Revenue Code, including, among other items, the introduction of a new international “Global Intangible Low-Taxed Income” (“GILTI”) regime effective January 1, 2018. Companies may adopt one of two views in regards to establishing deferred taxes in accordance with the new GILTI regime under ASC 740. Companies may account for the effects of GILTI either (1) in the period the entity becomes subject to GILTI, or (2) establish deferred taxes (similar to the guidance that currently exists with respect to basis differences that will reverse under current Subpart F rules) for basis differences that upon reversal will be subject to GILTI. We have elected to account for GILTI in the period we become subject to GILTI. Pursuant to the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No.118 (“SAB 118”), the Company is allowed a measurement period of up to one year after the enactment date of the TCJA to finalize the recording of the related tax impacts. While we have not yet completed our assessment of the effects of the TCJA, we are able to determine reasonable estimates for the impacts of certain key items, thus we have reported provisional amounts for these items. The Company will continue to calculate the impact of the TCJA and will record any resulting tax adjustments during 2018, prior to the permitted remeasurement date. On a provisional basis, the Company is electing to use tax NOLs to offset any inclusion to U.S. taxable income prescribed by the guidance in new Internal Revenue Code Section 965 (“Section 965”). Given the availability to use NOLs to offset this income inclusion, at this time the Company does not expect to pay any one-time transition tax over the eight-year installment period as prescribed by Section 965. This conclusion is subject to change as we refine the provisional estimate of our total post-1986 E&P, cash position and other related calculations. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. We have established a full valuation allowance on our deferred tax assets as of December 31, 2017 and 2016 ; therefore, we have not recognized any tax benefit or expense in the periods presented. ASC 740, Income Taxes, clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from uncertain tax positions may be recognized when it is more-likely-than-not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2017 and 2016 we had no uncertain tax positions. Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. There is no accrual for interest or penalties on our consolidated balance sheets at December 31, 2017 or 2016 , and we have not recognized interest and/or penalties in the Consolidated Statements of Operations and Other Comprehensive Loss for the years ended December 31, 2017 or 2016 . Patents and other intangible assets : We account for intangible assets under ASC 350-30. Patents consisting of legal fees incurred are initially recorded at cost. We have also acquired patents that are initially recorded at fair value. Patents are amortized over the useful lives of the assets, using the straight-line method. Certain patents are in the legal application process and therefore are not currently being amortized. We review the carrying value of patents at the end of each reporting period. Based upon our review, there were no patent impairments in 2017 or 2016 . Other intangible assets consist of software acquired with Response Genetics and vivoPharm’s customer list and trade name, which are all amortized using the straight-line method over the estimated useful lives of the assets, which range from three to ten years. Research and development : Research and development costs associated with service and product development include direct costs of payroll, employee benefits, stock-based compensation and supplies and an allocation of indirect costs including rent, utilities, depreciation and repairs and maintenance. All research and development costs are expensed as they are incurred. Stock-based compensation : Stock-based compensation is accounted for in accordance with the provisions of ASC 718, Compensation-Stock Compensation , which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. We estimate the fair value of stock-based awards on the date of grant using the Black-Scholes option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. See additional information in Note 13. All issuances of stock options or other issuances of equity instruments to employees as the consideration for services received by us are accounted for based on the fair value of the equity instrument issued. We account for stock-based compensation awards to non-employees in accordance with ASC 505-50, Equity Based Payments to Non-Employees . Under ASC 505-50, we determine the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Stock-based compensation awards issued to non-employees are recorded in expense and additional paid-in capital in stockholders’ equity over the applicable service periods based on the fair value of the awards or consideration received at the vesting date. Fair value of financial instruments : The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, approximate their estimated fair values due to the short term maturities of those financial instruments. The fair value of warrants recorded as derivative liabilities and the note payable to VenturEast are described in Notes 15 and 16. Joint venture accounted for under the equity method : The Company records its joint venture investment following the equity method of accounting, reflecting its initial investment in the joint venture and its share of the joint venture’s net earnings or losses and distributions. The Company’s share of the joint venture’s net loss was approximately $22,000 and $73,000 for the years ended December 31, 2017 and 2016 , respectively, and is included in research and development expense on the Consolidated Statements of Operations and Other Comprehensive Loss. The Company has a net receivable due from the joint venture of approximately $10,000 at both December 31, 2017 and 2016 , which is included in other assets in the Consolidated Balance Sheets. See additional information in Note 18. Subsequent events : We have evaluated potential subsequent events through the date the financial statements were issued. Recent Accounting Pronouncements : In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. As issued and amended, ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method. We adopted this guidance as of January 1, 2018, utilizing the modified retrospective transition method only with respect to contracts that were not completed as of January 1, 2018. The adoption changes our policies for recognizing revenue for performance obligations fulfilled over time in the Biopharma Services and Discovery Services areas. This transition adjustment is expected to reduce the opening balance of accumulated deficit by less than $3.0 million as of January 1, 2018 and increase deferred revenue associated with Biopharma Services and Discovery Services by up to $2.0 million and $1.0 million , respectively. In our Clinical Services area, the majority of the amounts historically classified as a provision for bad debts related to patient responsibility and will be considered an implicit price concession in determining net revenue under ASC 606. Accordingly, we will report uncollectible balances associated with individual patients as a reduction in the transaction price, and therefore, as a reduction in net revenues when historically these amounts were classified as bad debt expense within selling, general and administrative expenses. Pursuant to our adoption of the standard we also anticipate expanding our disclosures relating to revenue recognition, assets and liabilities relating to contracts with customers, the nature of our performance obligations and the manner by which we determine and allocate transaction prices and variable consideration to our performance obligations, and the significant judgments inherent in our revenue recognition policies. We also anticipate implementing enhancements to our internal controls to support our ability to sustain compliance with the standard after adoption. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842),” which provides guidance for accounting for leases. Under ASU 2016-02, the Company will be required to recognize the assets and liabilities for the rights and obligations created by leased assets. ASU 2016-02 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We plan to adopt this guidance on the effective date. We are currently evaluating the impact the provisions will have on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) “Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 provides guidance on statement of cash flow presentation for eight specific cash flow issues where diversity in practice exists. We will adopt this guidance as of January 1, 2018. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash,” clarifying the treatment of restricted cash accounts on the statements of cash flows. ASU 2016-18 indicates that restricted cash accounts should be included with cash and cash equivalents when reconciling the beginning of year and end of year total amounts shown on the statements of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017. We will adopt this guidance as of January 1, 2018. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) “Clarifying the Definition of a Business.” ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The updated standard is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. We will adopt this guidance as of January 1, 2018. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): “Simplifying the Accounting for Goodwill Impairment,” which removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods. Early adoption is permitted and applied prospectively. We do not expect ASU 2017-04 to have a material impact on our consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): “Scope of Modification Accounting.” This ASU clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The ASU is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods. Early adoption is permitted. We will adopt this guidance as of January 1, 2018. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): “(Part 1) Accounting for Certain Financial Instruments with Down Round Features (Part 2) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception.” This guidance changes the methodology for determining the liability or equity classification of certain financial instruments with a down round feature and clarifies existing disclosure requirements for equity-classified instruments, among other things. The revised guidance is effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted and applied retrospectively. We plan to adopt the guidance on its effective date and do not expect it to have a material impact on our consolidated financial statements. Earnings (loss) per share : Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares assumed to be outstanding during the period of computation. Diluted earnings per share is computed similar to basic earnings per share except that the numerator is adjusted for the change in fair value of the warrant liability (only if dilutive) and the denominator is increased to include the number of dilutive potential common shares outstanding during the period using the treasury stock method. Basic net loss and diluted net loss per share data were computed as follows (in thousands, except per share amounts): 2017 2016 Numerator: Net (loss) for basic and dilutive earnings per share $ (20,880 ) $ (15,803 ) Denominator: Weighted-average basic and dilutive common shares outstanding 20,663 15,861 Basic and dilutive net loss per share $ (1.01 ) $ (1.00 ) The following table summarizes potentially dilutive adjustments to the weighted average number of common shares which were excluded from the calculation (in thousands): 2017 2016 Common stock purchase warrants 10,055 7,033 Stock options 2,844 2,198 Restricted shares of common stock 705 80 13,604 9,311 |
Revenue and Accounts Receivable
Revenue and Accounts Receivable | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Revenue and Accounts Receivable | Revenue and Accounts Receivable Revenue by service type for each of the years ended December 31 is comprised of the following (in thousands): 2017 2016 Biopharma Services $ 14,629 $ 15,321 Clinical Services 10,774 10,651 Discovery Services 3,718 1,077 $ 29,121 $ 27,049 The table above includes approximately $2,717,000 of Discovery Services revenue from our acquisition of vivoPharm for the year ended December 31, 2017 . Accounts receivable by service type at December 31, 2017 and 2016 consists of the following (in thousands): 2017 2016 Biopharma Services $ 3,746 $ 3,683 Clinical Services 12,205 8,972 Discovery Services 1,546 480 Allowance for doubtful accounts (6,539 ) (1,387 ) $ 10,958 $ 11,748 Revenue for Biopharma Services are customized solutions for patient stratification and treatment selection through an extensive suite of DNA-based testing services. Biopharma Services are billed to pharmaceutical and biotechnology companies. Clinical Services are tests performed to provide information on diagnosis, prognosis and theranosis of cancers to guide patient management. Clinical Services tests can be billed to Medicare, another third party insurer or the referring community hospital or other healthcare facility. Discovery Services are services that provide the tools and testing methods for companies and researchers seeking to identify new DNA-based biomarkers for disease. The breakdown of our Clinical Services revenue (as a percent of total revenue) is as follows: 2017 2016 Medicare 12 % 14 % Other insurers 20 % 20 % Other healthcare facilities 5 % 5 % Total Clinical Services 37 % 39 % We have historically derived a significant portion of our revenue from a limited number of test ordering sites. Test ordering sites account for all of our Clinical Services revenue. Our test ordering sites are largely hospitals, cancer centers, reference laboratories, physician offices and biopharmaceutical companies. Oncologists and pathologists at these sites order the tests on behalf of the needs of their oncology patients or as part of a clinical trial sponsored by a biopharmaceutical company in which the patient is being enrolled. We generally do not have formal, long-term written agreements with such test ordering sites, and, as a result, we may lose a significant test ordering site at any time. The top five test ordering clients during 2017 and 2016 accounted for 38% and 31% , respectively, of our testing volumes. During the year ended December 31, 2017 , one Biopharma client accounted for approximately 11% of our revenue. During the year ended December 31, 2016 , one Biopharma client accounted for approximately 16% of our revenue. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets At December 31, 2017 and 2016 , other current assets consisted of the following (in thousands): 2017 2016 Inventory $ 144 $ 146 Lab supplies 1,690 1,301 Prepaid expenses 873 727 $ 2,707 $ 2,174 |
Lease Commitments
Lease Commitments | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Lease Commitments | Lease Commitments We lease our laboratory, research facility and administrative office space under various operating leases. We have approximately 17,900 square feet of office and laboratory space in Rutherford, New Jersey, 24,900 square feet in Morrisville, North Carolina, 19,100 square feet in Los Angeles, California, 5,800 square feet in Hershey, Pennsylvania, 10,000 square feet in Hyderabad, India, and 1,959 square feet in Bundoora, Australia. For 2016 and a portion of 2017, we also had 2,700 square feet in Shanghai, China, which was vacated in July 2017. We have escalating lease agreements for our New Jersey, North Carolina, Pennsylvania and Australia spaces, which expire February 2023 , May 2020, November 2020 and July 2021, respectively. These leases require monthly rent with periodic rent increases that vary from $0.15 to $0.83 per square foot of the rented premises per year. The difference between minimum rent and straight-line rent is recorded as deferred rent payable. The terms of our New Jersey lease require that a $350,000 security deposit for the facility be held in a stand by letter of credit in favor of the landlord (see Note 8). We acquired office and scientific equipment under long term leases which have been capitalized at the present value of the minimum lease payments. The equipment under these capital leases had a cost of $1,453,797 and accumulated depreciation of $342,454 , as of December 31, 2017 . Minimum future lease payments under all capital and operating leases as of December 31, 2017 are as follows (in thousands): Capital Leases Operating Leases Total December 31, 2018 $ 363 $ 1,583 $ 1,946 2019 342 1,275 1,617 2020 196 1,079 1,275 2021 112 717 829 2022 13 565 578 Thereafter — 94 94 Total minimum lease payments $ 1,026 $ 5,313 $ 6,339 Less amount representing interest 130 Present value of net minimum obligations 896 Less current obligation under capital lease 272 Long-term obligation under capital lease $ 624 Rent expense for the years ended December 31, 2017 and 2016 was approximately $1.79 million and $1.71 million , respectively. |
Bank Term Note and Line of Cred
Bank Term Note and Line of Credit | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Bank Term Note and Line of Credit | Bank Term Note and Line of Credit At December 31, 2016 , we had a term note with Silicon Valley Bank (“SVB”) that required monthly principal payments of approximately $167,000 and interest at the Wall Street Journal prime rate plus 2% , with a floor of 5.25% ( 5.75% at December 31, 2016 ) (“SVB Term Note”). An additional deferred interest payment of $180,000 was due at payoff. At December 31, 2016 , the principal balance of the SVB Term Note was $4,666,667 . On March 22, 2017, we refinanced our debt with SVB, by repaying the 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) an amount equal to 80% of eligible accounts receivable plus the lesser of 50% of the net collectible value of third party accounts receivable or three times the average monthly collection amount of third party accounts receivable over the previous quarter. The ABL requires monthly interest payments at the Wall Street Journal prime rate plus 1.5% ( 6.0% at December 31, 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 December 31, 2017 , the ABL had a principal balance of $4,136,907 , which is the maximum amount allowed based on eligible accounts receivable. 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. At December 31, 2017 , the PFG Term Note had a principal balance of $6,000,000 . 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. As of December 31, 2017, January 31, 2018, February 28, 2018 and March 31, 2018, we were in violation of certain financial covenants. We are in discussion with PFG and SVB to amend the terms of the loan agreement which would, among other modifications, cure the default and reset the financial 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, valued at $1,004,000 . This amount has been recorded as a derivative warrant liability (see Note 14). 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 as of December 31 (in thousands): 2017 2016 SVB Term Note, repaid in 2017 $ — $ 4,667 PFG Term Note 6,000 — Less unamortized debt issuance costs — 13 Term note, net 6,000 4,654 Less current maturities $ 6,000 $ 2,000 Long-term portion $ — $ 2,654 At December 31, 2017 , the principal amount of the PFG Term Note of $6,000,000 was due in 2020; however, due to the financial covenant violations, the debt is now considered due on demand and has been reclassified as a current liability. As a result of these violations, we also recorded additional interest expense of approximately $220,000 to fully amortize debt issuance costs on the PFG Term Note and the ABL, as well as approximately $796,000 of interest expense to accrete the remaining discount on debt. |
Letter of Credit
Letter of Credit | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Letter of Credit | Letter of Credit We maintain a $350,000 letter of credit in favor of our landlord pursuant to the terms of the lease for our Rutherford facility. At December 31, 2017 and 2016 , the letter of credit was fully secured by the restricted cash disclosed on our Consolidated Balance Sheets. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Fixed Assets Fixed assets are summarized by major classifications as follows (in thousands): 2017 2016 Equipment $ 11,030 $ 9,094 Furniture and fixtures 1,751 1,068 Leasehold improvements 924 932 13,705 11,094 Less accumulated depreciation (8,155 ) (6,356 ) Net fixed assets $ 5,550 $ 4,738 |
Patents and Other Intangible As
Patents and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents and Other Intangible Assets | Patents and Other Intangible Assets Patents and other intangible assets consist of the following at December 31, 2017 and 2016 : Weighted-Average Remaining (in thousands) (in thousands) Amortization 2017 2016 Period Patents $ 1,769 $ 1,643 5 years Software 446 446 1 year Customer list - vivoPharm acquisition 2,738 — 10 years Trade name - vivoPharm acquisition 477 — 10 years 5,430 2,089 Less accumulated amortization (952 ) (586 ) Net patent and other intangible assets $ 4,478 $ 1,503 The customer list and trade name in the table above include foreign currency translation gains of approximately $38,000 and $17,000 , respectively, at December 31, 2017 . Future amortization expense for legally approved patents (excluding patent applications in progress of approximately $570,000 as of December 31, 2017 ) and other intangible assets, is estimated as follows (in thousands): 2018 $ 522 2019 472 2020 461 2021 458 2022 439 2023 and thereafter 1,556 Total $ 3,908 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes On December 22, 2017, the U.S. federal government enacted legislation commonly referred to as the “Tax Cuts and Jobs Act” (the “TCJA”). The TCJA makes widespread changes to the Internal Revenue Code, including, among other things, a reduction in the federal corporate tax rate from 35% to 21%, effective January 1, 2018. The carrying value of deferred tax assets and liabilities is also determined by the enacted U.S. corporate income tax rate. Consequently, the U.S. corporate tax rate will impact the carrying value of our deferred tax assets and liabilities. Under the new corporate tax rate of 21%, deferred income tax assets, net of deferred tax liabilities have decreased by $15.2 million . There is no net effect of the tax reform enactment on the consolidated financial statements as of December 31, 2017 due to full valuation allowance on the net deferred tax assets. The provision (benefit) for income taxes for the years ended December 31, 2017 and 2016 differs from the approximate amount of income tax benefit determined by applying the U.S. federal income tax rate to pre-tax loss, due to the following: For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Amount % of Amount % of Income tax benefit at federal statutory rate $ (8,036 ) 35.0 % $ (5,531 ) 35.0 % State tax provision, net of federal tax benefit (707 ) 3.1 % (777 ) 4.9 % Tax credits (545 ) 2.4 % (342 ) 2.2 % Stock based compensation 2,333 (10.2 )% 206 (1.3 )% Derivative warrants 687 (3.0 )% (534 ) 3.4 % Change in valuation allowance (11,551 ) 50.3 % 7,459 (47.2 )% Foreign operations 15 (0.1 )% 251 (1.6 )% Remeasurement of deferred taxes under TCJA 15,205 (66.2 )% — — % Other 520 (2.3 )% (732 ) 4.6 % Income tax (benefit) provision $ (2,079 ) 9.0 % $ — — % In February 2017, we sold $18,177,059 of gross State of New Jersey NOL’s relating to the 2014 and 2015 tax years as well as $167,572 of state research and development tax credits, resulting in the receipt of approximately $970,000 , net of expenses. In December 2017, we sold $15,876,736 of gross State of New Jersey NOL’s relating to the 2011 and 2016 tax years as well as $523,385 of state research and development tax credits, resulting in the receipt of approximately $1,109,000 , net of expenses. We transferred the NOL carryforwards through the Technology Business Tax Certificate Transfer Program sponsored by the New Jersey Economic Development Authority. Approximate deferred taxes consist of the following components as of December 31, 2017 and 2016 (in thousands): 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 23,135 $ 32,273 Accruals and reserves 2,656 1,829 Non-qualified stock options 1,052 3,882 Research and development tax credits 1,876 1,331 Derivative warrant liability 17 26 Investment in joint venture 161 250 Other 5 8 Total deferred tax assets 28,902 39,599 Less valuation allowance (27,083 ) (38,634 ) Net deferred tax assets 1,819 965 Deferred tax liabilities Fixed assets (379 ) (401 ) Goodwill and intangible assets (1,440 ) (564 ) Net deferred taxes $ — $ — Due to a history of losses we have generated since inception, we believe it is more-likely-than-not that all of the deferred tax assets will not be realized as of December 31, 2017 and 2016 . Therefore, we have recorded a full valuation allowance on our deferred tax assets. We have net operating loss carryforwards for federal income tax purposes of approximately $99 million as of December 31, 2017 . The net operating loss carryforwards will begin to expire in 2027. Utilization of these carryforwards is subject to limitation due to ownership changes that may delay the utilization of a portion of the carryforwards. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Capital Stock | Capital Stock 2016 Offerings May Offering On May 25, 2016, we sold 2,467,820 shares of common stock in a public offering and warrants to purchase 1,233,910 shares of common stock in a concurrent private placement. These offerings resulted in gross proceeds of $5 million . We sold 2,150,000 shares of common stock and warrants to purchase 1,075,000 shares of common stock to certain institutional investors at a combined offering price of $2.00 per common share, and our Chairman of the Board, John Pappajohn, purchased 317,820 shares of common stock and warrants to purchase 158,910 shares of common stock at a combined offering price of $2.2025 per common share. In addition, we issued warrants to purchase an aggregate of 123,391 shares of common stock to the placement agent. Subject to certain ownership limitations, the warrants were initially exercisable commencing six months from the issuance date at an exercise price equal to $2.25 per share of common stock. The warrants are exercisable for five years from the initial exercise date. These warrants include a contingent net cash settlement feature, as described further in Note 14. September Offering On September 14, 2016, we sold 2,750,000 shares of common stock in a public offering and warrants to purchase 1,375,000 shares of common stock in a concurrent private placement at a combined price of $2.00 per common share. These offerings resulted in gross proceeds of $5.5 million . In addition, we issued warrants to purchase an aggregate of 137,500 shares of common stock to the placement agent. Subject to certain ownership restrictions, the warrants will be initially exercisable six months from the issuance date at an exercise price of $2.25 per share of common stock. The warrants are exercisable for five years from the initial exercise date. These warrants include a contingent net cash settlement feature, as described further in Note 14. 2017 Offering On December 8, 2017, we sold 3,500,000 shares of our common stock and warrants to purchase 3,500,000 shares of common stock in a public offering (“2017 Offering”). The offering resulted in gross proceeds of $7.0 million . The 2017 Offering warrants have an exercise price of $2.35 per share of common stock. In addition, we issued warrants to purchase an aggregate of 175,000 shares of common stock at $2.50 per share to the placement agent (“Wainwright Warrants”). Subject to certain ownership limitations, these warrants will be initially exercisable 6 months from the issuance date and are exercisable for 12 months from the initial exercise date. These warrants include a contingent net cash settlement feature, as described further in Note 14. 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 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 Agreement provides for a purchase price per Purchase Share of $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 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. As of December 31, 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. Due to the price of the Company’s stock being lower than the $3.00 per share, the Company does not expect to sell more shares under the Purchase Agreement in the foreseeable future. Stock Issued to Consultants On October 24, 2016, we issued 50,000 shares of common stock to Maxim, LLC (“Maxim”) at a value of $1.50 per common share in exchange for consulting services. On October 3, 2017, we issued 2,000 shares of common stock to another consultant at a value of $2.65 per common share. Preferred Stock We are currently authorized to issue up to 9,764,000 shares of preferred stock. As of December 31, 2017 and 2016 , no shares of preferred stock were outstanding. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 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. The Board of Directors adopted the 2011 Plan on June 30, 2011 and reserved 350,000 shares of common stock for issuance under the 2011 Plan. On May 22, 2014, May 14, 2015 and on October 11, 2016, the stockholders voted to increase the number of shares reserved by the plan to 2,000,000 , 2,650,000 , and 3,150,000 shares of common stock, respectively, under several types of equity awards including stock options, stock appreciation rights, restricted stock awards and other awards defined in the 2011 Plan. The Board of Directors adopted the 2008 Plan on April 29, 2008 and reserved 251,475 shares of common stock for issuance under the plan. On April 1, 2010, the stockholders voted to increase the number of shares reserved by the plan to 550,000 . We are authorized to issue incentive stock options or non-statutory stock options to eligible participants, as defined in the 2008 Plan. We have also issued 48,000 options outside of the Stock Option Plans. At December 31, 2017 , 359,776 shares remain available for future awards under the 2011 Plan and 134,354 shares remain available for future awards under the 2008 Plan. As of December 31, 2017 , no stock appreciation rights and 363,334 shares of restricted stock had been awarded under the Stock Option Plans. A summary of employee and non-employee stock option activity for the years ended December 31, 2017 and 2016 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, 2016 1,961 $ 10.55 7.68 $ — Granted 417 1.95 Cancelled or expired (180 ) 8.44 Outstanding December 31, 2016 2,198 $ 9.09 7.04 $ — Granted 902 2.85 Exercised (3 ) 2.23 Cancelled or expired (253 ) 10.34 Outstanding December 31, 2017 2,844 $ 7.00 6.96 $ 4 Exercisable, December 31, 2017 1,714 $ 9.07 5.72 $ 2 Aggregate intrinsic value represents the difference between the fair value of our common stock and the exercise price of outstanding, in-the-money options. We received $6,500 from the exercise of options during the year ended December 31, 2017 . During the year ended December 31, 2016 , no options were exercised. As of December 31, 2017 , total unrecognized compensation cost related to non-vested stock options granted to employees was $2,506,099 , which we expect to recognize over the next 2.2 years. The fair value of options granted to employees is estimated on the grant date using the Black-Scholes option valuation model. This valuation model 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. Effective January 1, 2017, we adopted ASU 2016-09, which permits us to record forfeitures of unvested stock options when they occur. The adoption, along with the remaining provisions of ASU 2016-09, did not have a material impact on our consolidated financial statements. Prior to 2017, we estimated forfeitures of unvested stock options, and to the extent actual forfeitures differed from the estimate, the difference was recorded as a cumulative adjustment in the period the estimate was 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. The following table presents the weighted-average assumptions used to estimate the fair value of options granted to employees during the periods presented: Year Ended December 31, 2017 2016 Volatility 74.58 % 73.86 % Risk free interest rate 1.98 % 1.25 % Dividend yield — — Term (years) 5.92 5.93 Weighted-average fair value of options granted during the period $ 1.87 $ 1.26 In May 2014, we issued 200,000 options to a Director, with an exercise price of $15.89 . See Note 19 for additional information. The following table presents the weighted-average assumptions used to estimate the fair value of options reaching their measurement date for non-employees during the periods presented: Year Ended December 31, 2017 2016 Volatility 75.59 % 74.08 % Risk free interest rate 2.24 % 1.64 % Dividend yield — — Term (years) 6.76 7.76 Restricted stock awards have been granted to employees, directors and consultants as compensation for services. At December 31, 2017 , there was $314,481 of unrecognized compensation cost related to non-vested restricted stock granted to employees; we expect to recognize the cost over 1.3 years. The following table summarizes the activities for our non-vested restricted stock awards for the years ended December 31, 2017 and 2016 : Non-vested Restricted Stock Awards Number of Shares (in thousands) Weighted-Average Grant Date Fair Value Non-vested at January 1, 2016 121 $ 8.25 Granted 18 1.81 Vested (57 ) 8.99 Forfeited/cancelled (2 ) 9.02 Non-vested at December 31, 2016 80 $ 6.30 Granted 70 3.26 Vested (57 ) 5.73 Forfeited/cancelled (2 ) 11.36 Non-vested at December 31, 2017 91 $ 4.21 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 and Other Comprehensive Loss during the periods presented (in thousands): Year Ended December 31, 2017 2016 Cost of revenues $ 346 $ 290 Research and development 133 172 General and administrative 1,299 1,446 Sales and marketing 117 108 Total stock-based compensation $ 1,895 $ 2,016 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Warrants Prior to 2016, we issued certain warrants containing an exercise price adjustment (identified as Financing under the heading “derivative” in the table below). For these warrants, in the event new equity instruments were issued at a price lower than the exercise price of the warrant, the exercise price would be adjusted to the new equity instruments issued (price adjustment feature). These warrants were initially recorded as a warrant liability, with any subsequent change in their fair value recognized in earnings until the warrants were exercised, amended or expired. At December 31, 2016, all of these warrants had either been exercised or expired. During 2016 and 2017, we issued warrants containing a contingent net cash settlement feature (identified as 2016 Offerings and 2017 Offering, respectively, under the heading “derivative” in the table below). These warrants are recorded as a warrant liability, and all subsequent changes in their fair value are recognized in earnings until they are exercised, amended or expired. During 2017, we issued warrants that are subject to a 20% reduction if we achieve certain financial milestones as part of our debt refinancing in March 2017 (identified as 2017 Debt under the heading “derivative” in the table below). These warrants are recorded as a warrant liability, and all subsequent changes in their fair value are recognized in earnings until the number of shares of common stock issuable upon exercise of the warrants becomes fixed. A certain number of our warrants are held by Mr. Pappajohn, the Chairman of our Board of Directors and stockholder. See Note 19 for additional details on these warrants. On February 21, 2016 and March 23, 2016, 200 and 70,000 warrants expired unexercised, respectively. On May 25, 2016, we issued 1,357,301 warrants to purchase shares of our common stock as part of our May Offering. Subject to certain ownership limitations, the warrants were initially exercisable commencing six months from the issuance date at an exercise price equal to $2.25 per share of common stock. The warrants are exercisable for five years from the initial exercise date. These warrants contain a contingent net cash settlement feature and are part of the 2016 Offerings derivative warrants in the table below. On June 30, 2016, 86,533 warrants held by Mr. Pappajohn expired unexercised. On September 14, 2016, we issued 1,512,500 warrants to purchase shares of our common stock as part of our September Offering. Subject to certain ownership limitations, the warrants were initially exercisable commencing six months from the issuance date at an exercise price equal to $2.25 per share of common stock. The warrants are exercisable for five years from the initial exercise date. These warrants also contain a contingent net cash settlement feature and are part of the 2016 Offerings derivative warrants in the table below. On December 1, 2016 and December 21, 2016, 37,000 and 75,294 warrants held by Mr. Pappajohn expired unexercised, respectively. On March 22, 2017, 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 in connection with the PFG Term Note. 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. On March 24, 2017, warrant holders exercised warrants to purchase 375,700 shares of common stock at an exercise price of $2.25 per share, resulting in proceeds of $845,325 . On March 27, 2017, warrant holders exercised warrants to purchase 214,300 shares of common stock at an exercise price of $2.25 per share, resulting in proceeds of $482,175 . On March 28, 2017, warrant holders exercised warrants to purchase 64,200 shares of common stock at an exercise price of $2.25 per share, resulting in proceeds of $144,450 . 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. On March 30, 2017, warrant holders exercised warrants to purchase 123,700 shares of common stock at an exercise price of $2.25 per share, resulting in proceeds of $278,325 . On May 22, 2017, warrant holders exercised warrants to purchase 9,000 shares of common stock at an exercise price of $2.25 per share, resulting in proceeds of $20,250 . On August 9, 2017, warrant holders exercised warrants to purchase 25,000 shares of common stock at an exercise price of $2.25 per share, resulting in proceeds of $56,250 . On November 26, 2017, 194,007 warrants held by Mr. Pappajohn expired unexercised. On December 8, 2017, we issued warrants to purchase 3,500,000 shares of our common stock at $2.35 per share and warrants to purchase 175,000 shares of our common stock at $2.50 per share to our placement agent, referred to below as the 2017 Offering. Subject to certain ownership limitations, the warrants will be initially exercisable 6 months from the issuance date and are exercisable for 12 months from the initial exercise date. These warrants contain a contingent net cash settlement feature and are part of derivative warrants in the table below. The following table summarizes the warrant activity for the years ending December 31, 2017 and 2016 (in thousands, except exercise price): Issued With / For Exercise Warrants 2016 2016 Warrants 2017 2017 2017 Warrants Non-Derivative Warrants: Financing $ 10.00 243 — — 243 — — — 243 Financing 15.00 436 — (75 ) 361 — — (85 ) 276 Debt Guarantee 15.00 233 — (124 ) 109 — — (109 ) — Consulting 10.00 10 — (10 ) — — — — — 2015 Offering 5.00 3,450 — — 3,450 — — — 3,450 $ 6.00 D 4,372 — (209 ) 4,163 — — (194 ) 3,969 Derivative Warrants: Financing $ 4.00 A 60 — (60 ) — — — — — 2016 Offerings 2.25 B — 2,870 — 2,870 — (902 ) — 1,968 2017 Debt 2.82 C — — — — 443 — — 443 2017 Offering 2.35 B — — — — 3,500 — — 3,500 2017 Offering 2.50 B — — — — 175 — — 175 $ 2.36 D 60 2,870 (60 ) 2,870 4,118 (902 ) — 6,086 $ 3.80 D 4,432 2,870 (269 ) 7,033 4,118 (902 ) (194 ) 10,055 ________________________ A These warrants are subject to fair value accounting and contain an exercise price adjustment feature. B These warrants are subject to fair value accounting and contain a contingent net cash settlement feature. See Note 15. C These warrants are subject to fair value accounting until the number of shares of common stock issuable upon exercise of the warrants becomes fixed. See Note 15. D Weighted average exercise prices are as of December 31, 2017. |
Fair Value of Warrants
Fair Value of Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Warrants | Fair Value of Warrants 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 derivative warrants issued in conjunction with the 2017 Offering were valued using a Black-Scholes 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, at December 31, 2017 and 2016 , and during the years then ended. As of December 31, 2017 Exercised During the Year Ended December 31, 2017 As of December 31, 2016 Issued During the Year Ended December 31, 2016 2016 Offerings Exercise price $ 2.25 $ 2.25 $ 2.25 $ 2.25 Expected life (years) 4.08 4.78 5.06 5.50 Expected volatility 73.44 % 76.24 % 72.82 % 74.36 % Risk-free interest rate 2.11 % 1.94 % 1.93 % 1.30 % Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % As of December 31, 2017 Issued During the Year Ended December 31, 2017 2017 Debt Exercise price $ 2.82 $ 2.82 Expected life (years) 6.22 7.00 Expected volatility 74.18 % 74.61 % Risk-free interest rate 2.33 % 2.22 % Expected dividend yield 0.00 % 0.00 % As of December 31, 2017 Issued During the Year Ended December 31, 2017 2017 Offering Exercise price 2.36 $ 2.36 Expected life (years) 1.43 1.50 Expected volatility 77.55 % 76.03 % Risk-free interest rate 1.83 % 1.73 % Expected dividend yield 0.00 % 0.00 % The ranges of Company stock prices used in computing the warrant fair value for warrants issued during the years were as follows: in 2017 , $1.95 — $2.90 ; in 2016 , $1.90 — $2.14 . The range of Company stock prices used in computing the fair value for warrants exercised during 2017 was $3.55 — $5.05 . In determining the fair value of warrants outstanding at each reporting date, the Company stock price was $1.85 and $1.35 (the closing price on the NASDAQ Capital Market) at December 31, 2017 and 2016 . The following table summarizes the derivative warrant activity subject to fair value accounting for the years ended December 31, 2017 and 2016 (in thousands): Issued with 2016 Offerings Issued with 2017 Debt Issued with 2017 Offering Total Fair value of warrants outstanding as of January 1, 2016 $ — $ — $ — $ 17 Fair value of warrants issued 3,526 — — 3,526 Change in fair value of warrants (1,508 ) — — (1,525 ) Fair value of warrants outstanding as of December 31, 2016 $ 2,018 $ — $ — $ 2,018 Fair value of warrants issued — 1,004 2,199 3,203 Fair value of warrants exercised (2,782 ) — — (2,782 ) Change in fair value of warrants 2,693 (503 ) (226 ) 1,964 Fair value of warrants outstanding as of December 31, 2017 $ 1,929 $ 501 $ 1,973 $ 4,403 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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 Accounting Standards Codification requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, the Topic establishes a fair value hierarchy for valuation inputs that give the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that we have the ability to access as of the measurement date. Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect our own assumptions about the assumptions that market participants would use in pricing an asset or liability. The following table summarizes the financial liabilities measured at fair value on a recurring basis segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): 2017 Total Quoted Prices in Significant Other Significant Warrant liability $ 4,403 — — $ 4,403 Notes payable $ 156 — — 156 $ 4,559 — — $ 4,559 2016 Total Quoted Prices in Significant Other Significant Warrant liability $ 2,018 — — $ 2,018 Notes payable 114 — — 114 $ 2,132 — — $ 2,132 At December 31, 2017 , the warrant liability consists of stock warrants issued as part of the 2016 Offerings and 2017 Offering that contain contingent redemption features and warrants issued as part of the 2017 debt refinancing outlined in Note 7. In accordance with derivative accounting for warrants, we calculated the fair value of warrants and the assumptions used are described in Note 15, “Fair Value of Warrants.” Realized and unrealized gains and losses related to the change in fair value of the warrant liability are included in other income (expense) on the Consolidated Statements of Operations and Other Comprehensive Loss. At December 31, 2017 and 2016 , the Company had a note payable to VenturEast from a prior acquisition. The ultimate repayment of the note 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 at the reporting date. During the years ended December 31, 2017 and 2016 , we recognized a loss of $42,000 and gain of $152,000 , respectively, due to the changes in value of the note. Realized and unrealized gains and losses related to the VenturEast note are included in other income (expense) on the Consolidated Statements of Operations and Other Comprehensive Loss. The following table summarizes the activity of the notes payable to VenturEast and our derivative warrants, which were measured at fair value using Level 3 inputs (in thousands): Note Payable Warrant to VenturEast Liability Fair value at January 1, 2016 $ 266 $ 17 Change in fair value (152 ) (1,525 ) Fair value of warrants issued — 3,526 Fair value at December 31, 2016 $ 114 $ 2,018 Change in fair value 42 1,964 Fair value of warrants issued — 3,203 Fair value of warrants exercised — (2,782 ) Fair value at December 31, 2017 $ 156 $ 4,403 |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies In the normal course of business, the Company is involved in various claims and legal proceedings. In the opinion of management, the ultimate liability or disposition thereof is not expected to have a material adverse effect on our financial condition, results of operations or liquidity. |
Joint Venture Agreement
Joint Venture Agreement | 12 Months Ended |
Dec. 31, 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”). In exchange for our membership interest in the JV, we made an initial capital contribution of $1.0 million in October 2013. In addition, we issued 10,000 shares of our common stock to Mayo pursuant to our affiliation agreement and recorded an expense of approximately $175,000 . We also recorded additional expense of approximately $231,000 during the fourth quarter of 2013 related to shares issued to Mayo in November of 2011 as the JV achieved certain performance milestones. In the third quarter of 2014 we made an additional $1.0 million capital contribution. The agreement also requires aggregate total capital contributions by us of up to an additional $4.0 million . The timing of the remaining installments is subject to the JV's achievement of certain operational milestones agreed upon by the board of governors of the JV. In exchange for its membership interest, Mayo’s capital contribution will take the form of cash, staff, services, hardware and software resources, laboratory space and instrumentation, the fair market value of which will be approximately equal to $6.0 million . Mayo’s continued contribution will also be conditioned upon the JV’s achievement of certain milestones. The joint venture is considered a variable interest entity under ASC 810-10, but we are not the primary beneficiary as we do not have the power to direct the activities of the joint venture that most significantly impact its performance. Our evaluation of ability to impact performance is based on our equal board membership and voting rights and day to day management functions which are performed by the Mayo personnel. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions John Pappajohn, a member of the Board of Directors and stockholder, had personally guaranteed our revolving line of credit with Wells Fargo Bank through March 31, 2014. As consideration for his guarantee, as well as each of the eight extensions of this facility through March 31, 2014, Mr. Pappajohn received warrants to purchase an aggregate of 1,051,506 shares of common stock of which Mr. Pappajohn assigned warrants to purchase 284,000 shares of common stock to certain third parties. Through December 31, 2017 , warrants to purchase 440,113 shares of common stock have been exercised by Mr. Pappajohn, and the remaining warrants expired unexercised. In addition, John Pappajohn also had loaned us an aggregate of $6,750,000 (all of which was converted into 675,000 shares of common stock at the IPO price of $10.00 per share). In connection with these loans, Mr. Pappajohn received warrants to purchase an aggregate of 202,630 shares of common stock. After adjustment pursuant to the terms of the warrants in conjunction with our IPO, the number of warrants outstanding was 275,556 at $15.00 per share at December 31, 2017 . We have a consulting agreement with Equity Dynamics, Inc. (“EDI”), an entity controlled by John Pappajohn, effective April 1, 2014 pursuant to which EDI receives a monthly fee of $10,000 . We expensed $120,000 annually for the years ended December 31, 2017 and 2016 related to this agreement. At December 31, 2017 and 2016 , we owed EDI $10,000 and $50,000 , respectively. Pursuant to a consulting and advisory agreement that ended December 31, 2016, Dr. Chaganti received $5,000 per month for providing consulting and technical support services. Total expenses for the year ended December 31, 2016 were $60,000 . Pursuant to the terms of the consulting agreement, Dr. Chaganti received an option to purchase 200,000 shares of our common stock at a purchase price of $15.89 per share vesting over a period of four years. Total non-cash stock-based compensation recognized under this consulting agreement for the years ended December 31, 2017 and 2016 was $69,250 and $37,625 , 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. On May 25, 2016, Mr. Pappajohn purchased 317,820 shares of common stock and warrants to purchase 158,910 shares of common stock in the May Offering described in Note 12. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 1, 2018, Panna Sharma resigned as our President, Chief Executive Officer and the Company appointed John A. Roberts as interim Chief Executive Officer. Mr. Sharma has agreed to provide consulting services to the Company during the transition period and will receive 12 months in base salary as severance, payable in accordance with the Company’s standard payroll practices over 12 months , subject to the separation agreement and general release. In addition, Mr. Sharma will be provided with an extension through 1 year after the termination date of the exercise period for his vested stock options. Financial Advisory Agreement The Company has retained Raymond James & Associates, Inc. as a financial advisor to assist the Company in its evaluation of a broad range of financial and strategic alternatives to enhance shareholder value, including additional capital raising transactions, the acquisition of another company or complementary assets or the potential sale or merger of the Company or another type of strategic partnership. There is no assurance that the review of strategic alternatives will result in the Company changing its business plan, pursuing any particular transaction, if any, or, if it pursues any such transaction, that it will be completed. The Company does not expect to make further public comment regarding the strategic review until the Board of Directors has approved a specific transaction or otherwise deems disclosure of significant developments is appropriate. |
Significant Accounting Polici27
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation : We prepare our financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. |
Segment reporting | Segment reporting : Operating segments are defined as components of an enterprise about which separate discrete information is used by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. We view our operations and manage our business in one operating segment, which is the business of developing and selling diagnostic tests and services. |
Principles of consolidation | Principles of consolidation : The accompanying consolidated financial statements include the accounts of Cancer Genetics, Inc. and our wholly owned subsidiaries. All significant intercompany account balances and transactions have been eliminated in consolidation. |
Foreign Currency | Foreign currency : We translate the financial statements of our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and average exchange rates for revenue, costs and expenses. Translation gains and losses are recorded in accumulated other comprehensive income as a component of stockholders’ equity. Gains and losses resulting from foreign currency transactions that are denominated in currencies other than the entity's functional currency are included within the consolidated statements of operations and other comprehensive loss and were not significant during 2017 or 2016. |
Use of estimates and assumptions | Use of estimates and assumptions : The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include, among others, realization of amounts billed, realization of long-lived assets, realization of intangible assets, accruals for litigation and registration payments, assumptions used to value stock options, warrants and goodwill and the valuation of assets acquired and liabilities assumed from acquisitions. Actual results could differ from those estimates. |
Risks and uncertainties | Risks and uncertainties : We operate in an industry that is subject to intense competition, government regulation and rapid technological change. Our operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory, foreign operations, and other risks, including the potential risk of business failure. |
Cash and cash equivalents | Cash and cash equivalents : Highly liquid investments with original maturities of three months or less when purchased are considered to be cash equivalents. Financial instruments which potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents. We maintain cash and cash equivalents with high-credit quality financial institutions. At times, such amounts may exceed insured limits. We have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk on our cash and cash equivalents. |
Restricted cash | Restricted cash : Represents cash held at financial institutions which we may not withdraw and which collateralizes certain of our financial commitments. All of our restricted cash is invested in interest bearing certificates of deposit. |
Revenue recognition | Revenue recognition : The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, as well as SEC Staff Accounting Bulletin 104, for its Biopharma and Discovery Services, and ASC 954-605, Health Care Entities, Revenue Recognition for its Clinical Services. These standards generally require that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence that an arrangement exists; (2) delivery has occurred and title and the risks and rewards of ownership have been transferred to the customer or services have been rendered; (3) the price is fixed or determinable; and (4) collectability is reasonably assured. In determining whether the price is fixed or determinable, we consider payment limits imposed by insurance carriers and Medicare, and the amount of revenue recorded takes into account the historical percentage of revenue we have collected for each type of test for each payor category. Periodically, an adjustment is made to Clinical Services revenue to record differences between our anticipated cash receipts from third parties, such as insurance carriers and Medicare, and actual receipts from such payors. These adjustments primarily relate to contractual allowances and discount and were not significant for the year ended December 31, 2016. For the year ended December 31, 2017, the Company recorded an adjustment of approximately $1,640,000 . For some Clinical Service and Biopharma customers billed directly, revenue is recorded based upon the contractually agreed upon fee schedule. When assessing collectability, we consider whether we have sufficient payment history to reliably estimate a payor’s individual payment patterns. We do not bill customers for shipping and handling fees, other than reimbursement of such expenses we incur on behalf of our Biopharma clients, and we do not collect any sales or other taxes from customers. |
Accounts receivable | Accounts receivable : Accounts receivable are carried at net realizable value, which is the original invoice amount less an estimate for contractual adjustments, discounts and doubtful receivables, the amounts of which are determined by an analysis of individual accounts. Our policy for assessing the collectability of receivables is dependent upon the major payor source of the underlying revenue. For Biopharma and Discovery clients, an assessment of credit worthiness is performed prior to initial engagement and is reassessed periodically. If deemed necessary, an allowance is established on receivables from direct bill clients. For Clinical Services clients, we record revenues and related receivables when the testing process is complete and the results are reported. Revenue is recorded at the expected price, taking into account the patient's ability to pay, as well as anticipated discounts, adjustments and/or contractual allowances, as applicable. After reasonable collection efforts are exhausted, amounts deemed to be uncollectible are written off against the allowance for doubtful accounts. Since the Company only recognizes revenue to the extent it expects to collect such amounts, bad debt expense related to receivables from patient service revenue is recorded in general and administrative expense in the consolidated statements of operations. Recoveries of accounts receivable previously written off are recorded when received. For the 2017 calendar year, the Company, as part of its evaluation of outstanding accounts receivable, determined that a substantial amount of its receivables will not likely be collectible. Accordingly, the Company recorded approximately $5,278,000 of bad debt expenses in its Consolidated Statements of Operations and Other Comprehensive Loss during the year ended December 31, 2017. While the Company continues with its collections efforts on all claims, the Company has determined most of its challenges in cash collections is related to the acquisition of Response Genetics, some dating back to 2015 and 2016, and was associated with the integration of invoices into CGI’s billing platform. These invoices were deemed uncollectible due to delays in filing its claims, the demands by payors for copies of patient medical records or diagnosis codes which has been difficult to obtain, among other reasons that payors have declined to reimburse the Company for its services. In addition, the Company has experienced low collection rates for its next generation sequencing tests due to the lack of coverage for certain of our next generation sequencing tests by Medicare and most third-party managed care plans, along with challenges in the integration of the lab management system in its Los Angeles laboratory facility into the Company’s billing system, resulting in lower collections from third-party payors. |
Deferred revenue | Deferred revenue: Payments received in advance of services rendered are recorded as deferred revenue and are subsequently recognized as revenue in the period in which the services are performed. |
Fixed assets | Fixed assets: Fixed assets consist of diagnostic equipment, furniture and fixtures and leasehold improvements. Fixed assets are carried at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, which generally range from five to seven years. Leasehold improvements are depreciated over the lesser of the lease term or the estimated useful lives of the improvements using the straight-line method. Repairs and maintenance are charged to expense as incurred while improvements are capitalized. Upon sale, retirement or disposal of fixed assets, the accounts are relieved of the cost and the related accumulated depreciation with any gain or loss recorded to the consolidated statements of operations. Fixed assets are reviewed for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. These computations utilize judgments and assumptions inherent in our estimate of future cash flows to determine recoverability of these assets. If our assumptions about these assets were to change as a result of events or circumstances, we may be required to record an impairment loss. |
Goodwill | Goodwill : Goodwill resulted from the purchases of Gentris Corporation (“Gentris”) and BioServe Biotechnologies (India) Pvt. Ltd. (“BioServe”) in 2014, the purchase of certain assets of Response Genetics, Inc. (“Response Genetics”) in 2015 and the purchase of vivoPharm in 2017, as discussed in Note 1. In accordance with ASC 350, Intangibles - Goodwill and Other, we are required to test goodwill for impairment and adjust for impairment losses, if any, at least annually and on an interim basis if an event or circumstance indicates that it is likely impairment has occurred. Our annual goodwill impairment testing date is October 1 of each year. |
Financing Fees | Financing fees: Financing fees are amortized using the effective interest method over the term of the related debt. Debt is recorded net of unamortized debt issuance costs. |
Warrant liability | Warrant liability : We had issued certain warrants that contained an exercise price adjustment feature in the event we issued additional equity instruments at a price lower than the exercise price of the warrant. These warrants expired unexercised during the year ended December 31, 2016. We issued warrants during the 2016 Offerings and that 2017 Offering that contain a contingent net cash settlement feature. We also issued warrants that are subject to a 20% reduction if we achieve certain financial milestones as part of our 2017 debt refinancing described in Note 7. All of these warrants are described herein as derivative warrants. We account for these derivative warrants as liabilities. These common stock purchase warrants do not trade in an active securities market, and as such, we estimate the fair value of these warrants using the binomial lattice, Black-Scholes and Monte Carlo valuation pricing models with the assumptions as follows: The risk-free interest rate for periods within the contractual life of the warrant is based on the U.S. Treasury yield curve. The expected life of the warrants is based upon the contractual life of the warrants. We use the historical volatility of our common stock and the closing price of our shares on the NASDAQ Capital Market. We compute the fair value of the warrant liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the warrant liability is our stock price, which is subject to significant fluctuation and is not under our control. The resulting effect on our net income (loss) is therefore subject to significant fluctuation and will continue to be so until the warrants are exercised, amended or expire. Assuming all other fair value inputs remain constant, we will record non-cash expense when the stock price increases and non-cash income when the stock price decreases. |
Income taxes | Income taxes : Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred income taxes. Deferred income taxes are recognized for temporary differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Deferred income taxes are also recognized for net operating loss (“NOLs”) carryforwards that are available to offset future taxable income and research and development credits. On December 22, 2017, the U.S. federal government enacted legislation commonly referred to as the “Tax Cuts and Jobs Act” (the “TCJA”). The TCJA makes widespread changes to the Internal Revenue Code, including, among other items, the introduction of a new international “Global Intangible Low-Taxed Income” (“GILTI”) regime effective January 1, 2018. Companies may adopt one of two views in regards to establishing deferred taxes in accordance with the new GILTI regime under ASC 740. Companies may account for the effects of GILTI either (1) in the period the entity becomes subject to GILTI, or (2) establish deferred taxes (similar to the guidance that currently exists with respect to basis differences that will reverse under current Subpart F rules) for basis differences that upon reversal will be subject to GILTI. We have elected to account for GILTI in the period we become subject to GILTI. Pursuant to the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No.118 (“SAB 118”), the Company is allowed a measurement period of up to one year after the enactment date of the TCJA to finalize the recording of the related tax impacts. While we have not yet completed our assessment of the effects of the TCJA, we are able to determine reasonable estimates for the impacts of certain key items, thus we have reported provisional amounts for these items. The Company will continue to calculate the impact of the TCJA and will record any resulting tax adjustments during 2018, prior to the permitted remeasurement date. On a provisional basis, the Company is electing to use tax NOLs to offset any inclusion to U.S. taxable income prescribed by the guidance in new Internal Revenue Code Section 965 (“Section 965”). Given the availability to use NOLs to offset this income inclusion, at this time the Company does not expect to pay any one-time transition tax over the eight-year installment period as prescribed by Section 965. This conclusion is subject to change as we refine the provisional estimate of our total post-1986 E&P, cash position and other related calculations. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. We have established a full valuation allowance on our deferred tax assets as of December 31, 2017 and 2016 ; therefore, we have not recognized any tax benefit or expense in the periods presented. ASC 740, Income Taxes, clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from uncertain tax positions may be recognized when it is more-likely-than-not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2017 and 2016 we had no uncertain tax positions. Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. |
Patents and other intangible assets | Patents and other intangible assets : We account for intangible assets under ASC 350-30. Patents consisting of legal fees incurred are initially recorded at cost. We have also acquired patents that are initially recorded at fair value. Patents are amortized over the useful lives of the assets, using the straight-line method. Certain patents are in the legal application process and therefore are not currently being amortized. We review the carrying value of patents at the end of each reporting period. Other intangible assets consist of software acquired with Response Genetics and vivoPharm’s customer list and trade name, which are all amortized using the straight-line method over the estimated useful lives of the assets, which range from three to ten years. |
Research and development | Research and development : Research and development costs associated with service and product development include direct costs of payroll, employee benefits, stock-based compensation and supplies and an allocation of indirect costs including rent, utilities, depreciation and repairs and maintenance. All research and development costs are expensed as they are incurred |
Stock-based compensation | Stock-based compensation : Stock-based compensation is accounted for in accordance with the provisions of ASC 718, Compensation-Stock Compensation , which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. We estimate the fair value of stock-based awards on the date of grant using the Black-Scholes option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. See additional information in Note 13. All issuances of stock options or other issuances of equity instruments to employees as the consideration for services received by us are accounted for based on the fair value of the equity instrument issued. We account for stock-based compensation awards to non-employees in accordance with ASC 505-50, Equity Based Payments to Non-Employees . Under ASC 505-50, we determine the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Stock-based compensation awards issued to non-employees are recorded in expense and additional paid-in capital in stockholders’ equity over the applicable service periods based on the fair value of the awards or consideration received at the vesting date. |
Fair value of financial instruments | Fair value of financial instruments : The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, approximate their estimated fair values due to the short term maturities of those financial instruments. |
Joint venture accounted for under the equity method | Joint venture accounted for under the equity method : The Company records its joint venture investment following the equity method of accounting, reflecting its initial investment in the joint venture and its share of the joint venture’s net earnings or losses and distributions. |
Subsequent events | Subsequent events : We have evaluated potential subsequent events through the date the financial statements were issued. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements : In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. As issued and amended, ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method. We adopted this guidance as of January 1, 2018, utilizing the modified retrospective transition method only with respect to contracts that were not completed as of January 1, 2018. The adoption changes our policies for recognizing revenue for performance obligations fulfilled over time in the Biopharma Services and Discovery Services areas. This transition adjustment is expected to reduce the opening balance of accumulated deficit by less than $3.0 million as of January 1, 2018 and increase deferred revenue associated with Biopharma Services and Discovery Services by up to $2.0 million and $1.0 million , respectively. In our Clinical Services area, the majority of the amounts historically classified as a provision for bad debts related to patient responsibility and will be considered an implicit price concession in determining net revenue under ASC 606. Accordingly, we will report uncollectible balances associated with individual patients as a reduction in the transaction price, and therefore, as a reduction in net revenues when historically these amounts were classified as bad debt expense within selling, general and administrative expenses. Pursuant to our adoption of the standard we also anticipate expanding our disclosures relating to revenue recognition, assets and liabilities relating to contracts with customers, the nature of our performance obligations and the manner by which we determine and allocate transaction prices and variable consideration to our performance obligations, and the significant judgments inherent in our revenue recognition policies. We also anticipate implementing enhancements to our internal controls to support our ability to sustain compliance with the standard after adoption. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842),” which provides guidance for accounting for leases. Under ASU 2016-02, the Company will be required to recognize the assets and liabilities for the rights and obligations created by leased assets. ASU 2016-02 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We plan to adopt this guidance on the effective date. We are currently evaluating the impact the provisions will have on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) “Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 provides guidance on statement of cash flow presentation for eight specific cash flow issues where diversity in practice exists. We will adopt this guidance as of January 1, 2018. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash,” clarifying the treatment of restricted cash accounts on the statements of cash flows. ASU 2016-18 indicates that restricted cash accounts should be included with cash and cash equivalents when reconciling the beginning of year and end of year total amounts shown on the statements of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017. We will adopt this guidance as of January 1, 2018. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) “Clarifying the Definition of a Business.” ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The updated standard is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. We will adopt this guidance as of January 1, 2018. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): “Simplifying the Accounting for Goodwill Impairment,” which removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods. Early adoption is permitted and applied prospectively. We do not expect ASU 2017-04 to have a material impact on our consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): “Scope of Modification Accounting.” This ASU clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The ASU is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods. Early adoption is permitted. We will adopt this guidance as of January 1, 2018. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): “(Part 1) Accounting for Certain Financial Instruments with Down Round Features (Part 2) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception.” This guidance changes the methodology for determining the liability or equity classification of certain financial instruments with a down round feature and clarifies existing disclosure requirements for equity-classified instruments, among other things. The revised guidance is effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted and applied retrospectively. We plan to adopt the guidance on its effective date and do not expect it to have a material impact on our consolidated financial statements. |
Earnings (loss) per share | Earnings (loss) per share : Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares assumed to be outstanding during the period of computation. Diluted earnings per share is computed similar to basic earnings per share except that the numerator is adjusted for the change in fair value of the warrant liability (only if dilutive) and the denominator is increased to include the number of dilutive potential common shares outstanding during the period using the treasury stock method. |
Organization, Description of 28
Organization, Description of Business, Acquisition and Offerings (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The estimated allocation of the purchase price as of August 15, 2017 consists of the following (in thousands): Amount Cash $ 544 Accounts receivable 905 Lab supplies 350 Prepaid expenses and other current assets 60 Fixed assets 765 Intangible assets 3,160 Goodwill 5,960 Accounts payable (913 ) Deferred revenue (814 ) Deferred rent and other (222 ) Obligations under capital lease (76 ) Total purchase price $ 9,719 |
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): Unaudited 2017 2016 Revenue $ 32,880 $ 31,981 Net income (loss) (20,961 ) (16,493 ) Basic and dilutive net loss per share $ (0.92 ) $ (0.87 ) |
Significant Accounting Polici29
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Goodwill | Goodwill (in thousands) Balance, December 31, 2015 and 2016 $ 12,029 Purchased through acquisition of vivoPharm 5,960 Foreign currency translation adjustment 3 Balance, December 31, 2017 $ 17,992 |
Computation of Basic 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 amounts): 2017 2016 Numerator: Net (loss) for basic and dilutive earnings per share $ (20,880 ) $ (15,803 ) Denominator: Weighted-average basic and dilutive common shares outstanding 20,663 15,861 Basic and dilutive net loss per share $ (1.01 ) $ (1.00 ) |
Summary of Potentially Dilutive Adjustments to Weighted Average Number of Common Shares Excluded from Calculation | The following table summarizes potentially dilutive adjustments to the weighted average number of common shares which were excluded from the calculation (in thousands): 2017 2016 Common stock purchase warrants 10,055 7,033 Stock options 2,844 2,198 Restricted shares of common stock 705 80 13,604 9,311 |
Revenue and Accounts Receivab30
Revenue and Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Schedule of Revenue by Service Type | Revenue by service type for each of the years ended December 31 is comprised of the following (in thousands): 2017 2016 Biopharma Services $ 14,629 $ 15,321 Clinical Services 10,774 10,651 Discovery Services 3,718 1,077 $ 29,121 $ 27,049 |
Schedule of Accounts Receivable | Accounts receivable by service type at December 31, 2017 and 2016 consists of the following (in thousands): 2017 2016 Biopharma Services $ 3,746 $ 3,683 Clinical Services 12,205 8,972 Discovery Services 1,546 480 Allowance for doubtful accounts (6,539 ) (1,387 ) $ 10,958 $ 11,748 |
Schedule of Clinical Services Revenue by Payor | The breakdown of our Clinical Services revenue (as a percent of total revenue) is as follows: 2017 2016 Medicare 12 % 14 % Other insurers 20 % 20 % Other healthcare facilities 5 % 5 % Total Clinical Services 37 % 39 % |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | At December 31, 2017 and 2016 , other current assets consisted of the following (in thousands): 2017 2016 Inventory $ 144 $ 146 Lab supplies 1,690 1,301 Prepaid expenses 873 727 $ 2,707 $ 2,174 |
Lease Commitments (Tables)
Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Minimum Future Lease Payments Under All Capital and Operating Leases | Minimum future lease payments under all capital and operating leases as of December 31, 2017 are as follows (in thousands): Capital Leases Operating Leases Total December 31, 2018 $ 363 $ 1,583 $ 1,946 2019 342 1,275 1,617 2020 196 1,079 1,275 2021 112 717 829 2022 13 565 578 Thereafter — 94 94 Total minimum lease payments $ 1,026 $ 5,313 $ 6,339 Less amount representing interest 130 Present value of net minimum obligations 896 Less current obligation under capital lease 272 Long-term obligation under capital lease $ 624 |
Bank Term Note and Line of Cr33
Bank Term Note and Line of Credit (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt | The following is a summary of long-term debt as of December 31 (in thousands): 2017 2016 SVB Term Note, repaid in 2017 $ — $ 4,667 PFG Term Note 6,000 — Less unamortized debt issuance costs — 13 Term note, net 6,000 4,654 Less current maturities $ 6,000 $ 2,000 Long-term portion $ — $ 2,654 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets are summarized by major classifications as follows (in thousands): 2017 2016 Equipment $ 11,030 $ 9,094 Furniture and fixtures 1,751 1,068 Leasehold improvements 924 932 13,705 11,094 Less accumulated depreciation (8,155 ) (6,356 ) Net fixed assets $ 5,550 $ 4,738 |
Patents and Other Intangible 35
Patents and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Patents and Other Intangible Assets | Patents and other intangible assets consist of the following at December 31, 2017 and 2016 : Weighted-Average Remaining (in thousands) (in thousands) Amortization 2017 2016 Period Patents $ 1,769 $ 1,643 5 years Software 446 446 1 year Customer list - vivoPharm acquisition 2,738 — 10 years Trade name - vivoPharm acquisition 477 — 10 years 5,430 2,089 Less accumulated amortization (952 ) (586 ) Net patent and other intangible assets $ 4,478 $ 1,503 |
Schedule of Future Amortization Expense for Patents and Other Intangible Assets | Future amortization expense for legally approved patents (excluding patent applications in progress of approximately $570,000 as of December 31, 2017 ) and other intangible assets, is estimated as follows (in thousands): 2018 $ 522 2019 472 2020 461 2021 458 2022 439 2023 and thereafter 1,556 Total $ 3,908 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Reconciliation | The provision (benefit) for income taxes for the years ended December 31, 2017 and 2016 differs from the approximate amount of income tax benefit determined by applying the U.S. federal income tax rate to pre-tax loss, due to the following: For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Amount % of Amount % of Income tax benefit at federal statutory rate $ (8,036 ) 35.0 % $ (5,531 ) 35.0 % State tax provision, net of federal tax benefit (707 ) 3.1 % (777 ) 4.9 % Tax credits (545 ) 2.4 % (342 ) 2.2 % Stock based compensation 2,333 (10.2 )% 206 (1.3 )% Derivative warrants 687 (3.0 )% (534 ) 3.4 % Change in valuation allowance (11,551 ) 50.3 % 7,459 (47.2 )% Foreign operations 15 (0.1 )% 251 (1.6 )% Remeasurement of deferred taxes under TCJA 15,205 (66.2 )% — — % Other 520 (2.3 )% (732 ) 4.6 % Income tax (benefit) provision $ (2,079 ) 9.0 % $ — — % |
Components of Approximate Deferred Tax | Approximate deferred taxes consist of the following components as of December 31, 2017 and 2016 (in thousands): 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 23,135 $ 32,273 Accruals and reserves 2,656 1,829 Non-qualified stock options 1,052 3,882 Research and development tax credits 1,876 1,331 Derivative warrant liability 17 26 Investment in joint venture 161 250 Other 5 8 Total deferred tax assets 28,902 39,599 Less valuation allowance (27,083 ) (38,634 ) Net deferred tax assets 1,819 965 Deferred tax liabilities Fixed assets (379 ) (401 ) Goodwill and intangible assets (1,440 ) (564 ) Net deferred taxes $ — $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2017 and 2016 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, 2016 1,961 $ 10.55 7.68 $ — Granted 417 1.95 Cancelled or expired (180 ) 8.44 Outstanding December 31, 2016 2,198 $ 9.09 7.04 $ — Granted 902 2.85 Exercised (3 ) 2.23 Cancelled or expired (253 ) 10.34 Outstanding December 31, 2017 2,844 $ 7.00 6.96 $ 4 Exercisable, December 31, 2017 1,714 $ 9.07 5.72 $ 2 |
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: Year Ended December 31, 2017 2016 Volatility 74.58 % 73.86 % Risk free interest rate 1.98 % 1.25 % Dividend yield — — Term (years) 5.92 5.93 Weighted-average fair value of options granted during the period $ 1.87 $ 1.26 The following table presents the weighted-average assumptions used to estimate the fair value of options reaching their measurement date for non-employees during the periods presented: Year Ended December 31, 2017 2016 Volatility 75.59 % 74.08 % Risk free interest rate 2.24 % 1.64 % Dividend yield — — Term (years) 6.76 7.76 |
Nonvested Restricted Stock Shares Activity | The following table summarizes the activities for our non-vested restricted stock awards for the years ended December 31, 2017 and 2016 : Non-vested Restricted Stock Awards Number of Shares (in thousands) Weighted-Average Grant Date Fair Value Non-vested at January 1, 2016 121 $ 8.25 Granted 18 1.81 Vested (57 ) 8.99 Forfeited/cancelled (2 ) 9.02 Non-vested at December 31, 2016 80 $ 6.30 Granted 70 3.26 Vested (57 ) 5.73 Forfeited/cancelled (2 ) 11.36 Non-vested at December 31, 2017 91 $ 4.21 |
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 and Other Comprehensive Loss during the periods presented (in thousands): Year Ended December 31, 2017 2016 Cost of revenues $ 346 $ 290 Research and development 133 172 General and administrative 1,299 1,446 Sales and marketing 117 108 Total stock-based compensation $ 1,895 $ 2,016 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Warrant Activity | The following table summarizes the warrant activity for the years ending December 31, 2017 and 2016 (in thousands, except exercise price): Issued With / For Exercise Warrants 2016 2016 Warrants 2017 2017 2017 Warrants Non-Derivative Warrants: Financing $ 10.00 243 — — 243 — — — 243 Financing 15.00 436 — (75 ) 361 — — (85 ) 276 Debt Guarantee 15.00 233 — (124 ) 109 — — (109 ) — Consulting 10.00 10 — (10 ) — — — — — 2015 Offering 5.00 3,450 — — 3,450 — — — 3,450 $ 6.00 D 4,372 — (209 ) 4,163 — — (194 ) 3,969 Derivative Warrants: Financing $ 4.00 A 60 — (60 ) — — — — — 2016 Offerings 2.25 B — 2,870 — 2,870 — (902 ) — 1,968 2017 Debt 2.82 C — — — — 443 — — 443 2017 Offering 2.35 B — — — — 3,500 — — 3,500 2017 Offering 2.50 B — — — — 175 — — 175 $ 2.36 D 60 2,870 (60 ) 2,870 4,118 (902 ) — 6,086 $ 3.80 D 4,432 2,870 (269 ) 7,033 4,118 (902 ) (194 ) 10,055 ________________________ A These warrants are subject to fair value accounting and contain an exercise price adjustment feature. B These warrants are subject to fair value accounting and contain a contingent net cash settlement feature. See Note 15. C These warrants are subject to fair value accounting until the number of shares of common stock issuable upon exercise of the warrants becomes fixed. See Note 15. D Weighted average exercise prices are as of December 31, 2017. |
Fair Value of Warrants (Tables)
Fair Value of Warrants (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Assumptions Used in Computing Fair Value of Derivative Warrants | The following tables summarize the assumptions used in computing the fair value of derivative warrants subject to fair value accounting at the date of issue, at December 31, 2017 and 2016 , and during the years then ended. As of December 31, 2017 Exercised During the Year Ended December 31, 2017 As of December 31, 2016 Issued During the Year Ended December 31, 2016 2016 Offerings Exercise price $ 2.25 $ 2.25 $ 2.25 $ 2.25 Expected life (years) 4.08 4.78 5.06 5.50 Expected volatility 73.44 % 76.24 % 72.82 % 74.36 % Risk-free interest rate 2.11 % 1.94 % 1.93 % 1.30 % Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % As of December 31, 2017 Issued During the Year Ended December 31, 2017 2017 Debt Exercise price $ 2.82 $ 2.82 Expected life (years) 6.22 7.00 Expected volatility 74.18 % 74.61 % Risk-free interest rate 2.33 % 2.22 % Expected dividend yield 0.00 % 0.00 % As of December 31, 2017 Issued During the Year Ended December 31, 2017 2017 Offering Exercise price 2.36 $ 2.36 Expected life (years) 1.43 1.50 Expected volatility 77.55 % 76.03 % Risk-free interest rate 1.83 % 1.73 % Expected dividend yield 0.00 % 0.00 % |
Summary of Derivative Warrant Activity | The following table summarizes the derivative warrant activity subject to fair value accounting for the years ended December 31, 2017 and 2016 (in thousands): Issued with 2016 Offerings Issued with 2017 Debt Issued with 2017 Offering Total Fair value of warrants outstanding as of January 1, 2016 $ — $ — $ — $ 17 Fair value of warrants issued 3,526 — — 3,526 Change in fair value of warrants (1,508 ) — — (1,525 ) Fair value of warrants outstanding as of December 31, 2016 $ 2,018 $ — $ — $ 2,018 Fair value of warrants issued — 1,004 2,199 3,203 Fair value of warrants exercised (2,782 ) — — (2,782 ) Change in fair value of warrants 2,693 (503 ) (226 ) 1,964 Fair value of warrants outstanding as of December 31, 2017 $ 1,929 $ 501 $ 1,973 $ 4,403 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes the financial liabilities measured at fair value on a recurring basis segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): 2017 Total Quoted Prices in Significant Other Significant Warrant liability $ 4,403 — — $ 4,403 Notes payable $ 156 — — 156 $ 4,559 — — $ 4,559 2016 Total Quoted Prices in Significant Other Significant Warrant liability $ 2,018 — — $ 2,018 Notes payable 114 — — 114 $ 2,132 — — $ 2,132 |
Schedule of Fair Value Notes Payable for Contingent Consideration of Business Acquisitions | The following table summarizes the activity of the notes payable to VenturEast and our derivative warrants, which were measured at fair value using Level 3 inputs (in thousands): Note Payable Warrant to VenturEast Liability Fair value at January 1, 2016 $ 266 $ 17 Change in fair value (152 ) (1,525 ) Fair value of warrants issued — 3,526 Fair value at December 31, 2016 $ 114 $ 2,018 Change in fair value 42 1,964 Fair value of warrants issued — 3,203 Fair value of warrants exercised — (2,782 ) Fair value at December 31, 2017 $ 156 $ 4,403 |
Organization, Description of 41
Organization, Description of Business, Acquisition and Offerings Organization, Description of Business, Acquisition and Offerings - Acquisition (Details) - USD ($) $ in Thousands | Aug. 15, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||
Value of shares issued as partial consideration to purchase vivoPharm, Pty Ltd. | $ 8,084 | $ 0 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||
Goodwill | $ 17,992 | 17,992 | 12,029 | $ 12,029 | |
Revenue | 29,121 | $ 27,049 | |||
VivoPharm | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred, cash | $ 1,600 | ||||
Value of shares issued as partial consideration to purchase vivoPharm, Pty Ltd. | $ 8,100 | ||||
Business combination, consideration transferred, equity interest issued or issuable, percentage withheld in escrow | 20.00% | ||||
Business combination, transaction costs incurred | 135 | $ 135 | |||
Business Combination, Provisional Information [Abstract] | |||||
Lab supplies | $ 908 | ||||
Prepaid expenses and other current assets | 41 | ||||
Fixed assets | 184 | ||||
Intangible assets | 3,854 | ||||
Goodwill | 3,831 | ||||
Deferred rent and other | 222 | ||||
Obligations under capital lease | 41 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||
Cash | 544 | ||||
Accounts receivable | 905 | ||||
Lab supplies | 350 | ||||
Prepaid expenses and other current assets | 60 | ||||
Fixed assets | 765 | ||||
Intangible assets | 3,160 | ||||
Goodwill | 5,960 | ||||
Accounts payable | (913) | ||||
Deferred revenue | (814) | ||||
Deferred rent and other | (222) | ||||
Obligations under capital lease | (76) | ||||
Total purchase price | $ 9,719 | ||||
Revenue | $ 2,717 |
Organization, Description of 42
Organization, Description of Business, Acquisition and Offerings - Pro Forma (Details) - VivoPharm - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Revenue | $ 32,880 | $ 31,981 |
Net income (loss) | $ (20,961) | $ (16,493) |
Basic and dilutive net loss per share (in dollars per share) | $ (0.92) | $ (0.87) |
Organization, Description of 43
Organization, Description of Business, Acquisition and Offerings - Public Offerings (Details) - USD ($) | Dec. 31, 2017 | Dec. 08, 2017 | Oct. 03, 2017 | Aug. 14, 2017 | Oct. 24, 2016 | Sep. 14, 2016 | May 25, 2016 | Dec. 31, 2017 |
Public Offerings [Abstract] | ||||||||
Gross proceeds from public offering | $ 7,000,000 | $ 5,500,000 | $ 5,000,000 | |||||
Issuance of common stock (shares) | 3,500,000 | 2,000 | 50,000 | 2,750,000 | 2,467,820 | |||
Warrants to purchase common stock, issued (shares) | 137,500 | |||||||
Combined price for common stock and warrants issued (usd per share) | $ 2.65 | $ 1.50 | $ 2 | |||||
Private Placement | ||||||||
Public Offerings [Abstract] | ||||||||
Warrants to purchase common stock, issued (shares) | 1,233,910 | |||||||
Combined price for common stock and warrants issued (usd per share) | $ 2.25 | |||||||
Warrants, period before exercisable | 6 months | |||||||
Warrants, exercise period | 5 years | |||||||
Institutional Investors | ||||||||
Public Offerings [Abstract] | ||||||||
Issuance of common stock (shares) | 2,150,000 | |||||||
Warrants to purchase common stock, issued (shares) | 175,000 | 1,075,000 | ||||||
Combined price for common stock and warrants issued (usd per share) | $ 2.50 | $ 2 | ||||||
Private Placement - Placement Agent | ||||||||
Public Offerings [Abstract] | ||||||||
Warrants to purchase common stock, issued (shares) | 123,391 | |||||||
Private Placement - September Offering | ||||||||
Public Offerings [Abstract] | ||||||||
Warrants to purchase common stock, issued (shares) | 1,375,000 | |||||||
Combined price for common stock and warrants issued (usd per share) | $ 2.25 | |||||||
Warrants, period before exercisable | 6 months | |||||||
Warrants, exercise period | 5 years | |||||||
Public Offering | ||||||||
Public Offerings [Abstract] | ||||||||
Warrants to purchase common stock, issued (shares) | 3,500,000 | |||||||
Combined price for common stock and warrants issued (usd per share) | $ 2.35 | |||||||
Warrants, period before exercisable | 6 months | |||||||
Warrants, exercise period | 12 months | |||||||
Common Stock Purchase Agreement | ||||||||
Public Offerings [Abstract] | ||||||||
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 | $ 3 | $ 3 | ||||||
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 | 19.90% | |||||||
Proceeds from sale of treasury stock | $ 2,965,000 | |||||||
Sale of stock, offering costs | $ 35,000 | |||||||
Common Stock Purchase Agreement - Commitment Shares | ||||||||
Public Offerings [Abstract] | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | 320,000 | |||||||
Common Stock Purchase Agreement - Initial Purchase Price | ||||||||
Public Offerings [Abstract] | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | 1,000,000 | 1,000,000 | ||||||
Board of Directors Chairman | Private Placement | ||||||||
Public Offerings [Abstract] | ||||||||
Issuance of common stock (shares) | 317,820 | |||||||
Warrants to purchase common stock, issued (shares) | 158,910 | |||||||
Combined price for common stock and warrants issued (usd per share) | $ 2.2025 |
Significant Accounting Polici44
Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2017USD ($)Segment | Dec. 31, 2016USD ($) | |
Significant Accounting Policies [Line Items] | ||
Contractual allowances and discounts adjustments | $ 1,640,000 | |
Provision for bad debts | $ 5,278,000 | $ 723,000 |
Number of operating segments (segment) | Segment | 1 | |
Unrecognized tax benefits, income tax penalties and interest expense | $ 0 | 0 |
Percentage of of number of shares that may be removed from agreement upon achieving certain financial milestones | 20.00% | |
Uncertain tax positions | $ 0 | 0 |
Accrual for interest or penalties | 0 | 0 |
Income tax penalties and interest expense | 0 | 0 |
Loss in equity-method investment | 22,000 | 73,000 |
Accumulated deficit | (134,834,000) | (113,954,000) |
Other Assets | ||
Significant Accounting Policies [Line Items] | ||
Net receivable due from the joint venture | 10,000 | 10,000 |
Patents | ||
Significant Accounting Policies [Line Items] | ||
Impairment of intangible assets | 0 | 0 |
Research and development | ||
Significant Accounting Policies [Line Items] | ||
Loss in equity-method investment | $ 22,000 | 73,000 |
Minimum | ||
Significant Accounting Policies [Line Items] | ||
Fixed assets, estimated useful lives | 5 years | |
Minimum | Software, Customer List and Trade Name | ||
Significant Accounting Policies [Line Items] | ||
Intangible assets, useful life | 3 years | |
Maximum | ||
Significant Accounting Policies [Line Items] | ||
Fixed assets, estimated useful lives | 7 years | |
Maximum | Software, Customer List and Trade Name | ||
Significant Accounting Policies [Line Items] | ||
Intangible assets, useful life | 10 years | |
Letter of Credit | Restricted Cash | ||
Significant Accounting Policies [Line Items] | ||
Line of credit | $ 350,000 | $ 300,000 |
Pro Forma | Accounting Standards Update 2014-09 | ||
Significant Accounting Policies [Line Items] | ||
Accumulated deficit | 3,000,000 | |
Biopharma Services | Pro Forma | Accounting Standards Update 2014-09 | ||
Significant Accounting Policies [Line Items] | ||
Deferred revenue | 2,000,000 | |
Discovery Services | Pro Forma | Accounting Standards Update 2014-09 | ||
Significant Accounting Policies [Line Items] | ||
Deferred revenue | $ 1,000,000 |
Significant Accounting Polici45
Significant Accounting Policies - Schedule of Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Goodwill impairment loss | $ 0 | $ 0 |
Goodwill [Roll Forward] | ||
Beginning Balance | 12,029,000 | 12,029,000 |
Purchased through acquisitions | 5,960,000 | |
Foreign currency translation adjustment | 3,000 | |
Ending Balance | $ 17,992,000 | $ 12,029,000 |
Significant Accounting Polici46
Significant Accounting Policies - Computation of Basic Net Loss and Diluted Net Loss per Share Data (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | ||
Net (loss) for basic earnings per share | $ (20,880) | $ (15,803) |
Net (loss) for dilutive earnings per share | $ (19,864) | $ (15,803) |
Denominator: | ||
Weighted-average basic and dilutive common shares outstanding (shares) | 20,663 | 15,861 |
Basic and diluted net (loss) per share (in dollars per share) | $ (1.01) | $ (1) |
Significant Accounting Polici47
Significant Accounting Policies - Summary of Potentially Dilutive Adjustments to Weighted Average Number of Common Shares Excluded from Calculation (Detail) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 13,604 | 9,311 |
Common stock purchase warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 10,055 | 7,033 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 2,844 | 2,198 |
Restricted shares of common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 705 | 80 |
Revenue and Accounts Receivab48
Revenue and Accounts Receivable - Schedule of Revenue by Service Type (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Revenue | $ 29,121 | $ 27,049 |
Biopharma Services | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Revenue | 14,629 | 15,321 |
Clinical Services | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Revenue | 10,774 | 10,651 |
Discovery Services | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Revenue | 3,718 | $ 1,077 |
Response Genetics | Biopharma Services | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Revenue | $ 2,717 |
Revenue and Accounts Receivab49
Revenue and Accounts Receivable - Schedule of Accounts Receivable by Service Type (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for doubtful accounts | $ (6,539) | $ (1,387) |
Accounts receivable, net | 10,958 | 11,748 |
Biopharma Services | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 3,746 | 3,683 |
Clinical Services | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 12,205 | 8,972 |
Discovery Services | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 1,546 | $ 480 |
Revenue and Accounts Receivab50
Revenue and Accounts Receivable - Schedule of Clinical Services Revenue by Payor (Details) - Payor - Sales Revenue, Net | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Product Information [Line Items] | ||
Percentage of revenue | 37.00% | 39.00% |
Medicare | ||
Product Information [Line Items] | ||
Percentage of revenue | 12.00% | 14.00% |
Other insurers | ||
Product Information [Line Items] | ||
Percentage of revenue | 20.00% | 20.00% |
Other healthcare facilities | ||
Product Information [Line Items] | ||
Percentage of revenue | 5.00% | 5.00% |
Revenue and Accounts Receivab51
Revenue and Accounts Receivable - Additional Information (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($)client | Dec. 31, 2016USD ($)client | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Revenue | $ 29,121 | $ 27,049 |
Sites accounted for approximately 10% or more of our revenue (client) | client | 1 | 1 |
Biopharma Services | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Revenue | $ 14,629 | $ 15,321 |
Biopharma Services | Payor | Sales | 10% or More Clinical Revenue | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Percentage of revenue | 11.00% | |
Customer One | Biopharma Services | Payor | Sales | 10% or More Clinical Revenue | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Percentage of revenue | 16.00% | |
Clinical Testing | Payor | Testing Volume | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Percentage of revenue | 38.00% | 31.00% |
Response Genetics | Biopharma Services | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Revenue | $ 2,717 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Inventory | $ 144 | $ 146 |
Lab supplies | 1,690 | 1,301 |
Prepaid expenses | 873 | 727 |
Other assets, current | $ 2,707 | $ 2,174 |
Lease Commitments - Additional
Lease Commitments - Additional Information (Detail) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017ft² | Dec. 31, 2017USD ($)ft²$ / ft² | Dec. 31, 2016USD ($)ft² | |
Operating Leased Assets [Line Items] | |||
Security deposit for lease | $ | $ 350,000 | ||
Equipment under these capital leases, cost | $ | 1,453,797 | ||
Equipment under these capital leases, accumulated depreciation | $ | 342,454 | ||
Rent expense | $ | $ 1,790,000 | $ 1,710,000 | |
Rutherford, New Jersey Office and Laboratory Space | |||
Operating Leased Assets [Line Items] | |||
Operating leases, office space area (sqft) | 17,900 | ||
Security deposit for lease | $ | $ 350,000 | ||
Morrisville, North Carolina Office and Laboratory Space | |||
Operating Leased Assets [Line Items] | |||
Operating leases, office space area (sqft) | 24,900 | ||
Los Angeles, California Office and Laboratory Space | |||
Operating Leased Assets [Line Items] | |||
Operating leases, office space area (sqft) | 19,100 | ||
Hershey, Pennsylvania Office and Laboratory Space | |||
Operating Leased Assets [Line Items] | |||
Operating leases, office space area (sqft) | 5,800 | ||
Hyderabad, India Office and Laboratory Space | |||
Operating Leased Assets [Line Items] | |||
Operating leases, office space area (sqft) | 10,000 | ||
Bundoora, Australia Office and Laboratory Space | |||
Operating Leased Assets [Line Items] | |||
Operating leases, office space area (sqft) | 1,959 | ||
Shanghai, China Office and Laboratory Space | |||
Operating Leased Assets [Line Items] | |||
Operating leases, office space area (sqft) | 2,700 | 2,700 | |
New Jersey, North Carolina, Pennsylvania, Australia | Minimum | |||
Operating Leased Assets [Line Items] | |||
Periodic rent increases per square foot per year | $ / ft² | 0.15 | ||
New Jersey, North Carolina, Pennsylvania, Australia | Maximum | |||
Operating Leased Assets [Line Items] | |||
Periodic rent increases per square foot per year | $ / ft² | 0.83 |
Lease Commitments - Minimum Fut
Lease Commitments - Minimum Future Lease Payments Under All Capital and Operating Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Capital Leases | ||
2,018 | $ 363 | |
2,019 | 342 | |
2,020 | 196 | |
2,021 | 112 | |
2,022 | 13 | |
Thereafter | 0 | |
Total minimum lease payments | 1,026 | |
Less amount representing interest | 130 | |
Present value of net minimum obligations | 896 | |
Less current obligation under capital lease | 272 | $ 109 |
Long-term obligation under capital lease | 624 | $ 374 |
Operating Leases | ||
2,018 | 1,583 | |
2,019 | 1,275 | |
2,020 | 1,079 | |
2,021 | 717 | |
2,022 | 565 | |
Thereafter | 94 | |
Total minimum lease payments | 5,313 | |
Total, 2018 | 1,946 | |
Total, 2019 | 1,617 | |
Total, 2020 | 1,275 | |
Total, 2021 | 829 | |
Total, 2022 | 578 | |
Total, Thereafter | 94 | |
Total, Total minimum lease payments | $ 6,339 |
Bank Term Note and Line of Cr55
Bank Term Note and Line of Credit - Additional Information (Details) - USD ($) | Mar. 22, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 14, 2016 |
Debt Instrument [Line Items] | |||||
Line of credit | $ 0 | $ 4,137,000 | $ 0 | ||
Warrants to purchase common stock, issued (shares) | 137,500 | ||||
Fair value of warrants issued | $ 3,203,000 | 3,526,000 | |||
Percentage of of number of shares that may be removed from agreement upon achieving certain financial milestones | 20.00% | ||||
Amortization of debt issuance costs | $ 295,000 | 12,000 | |||
Accretion of discount on debt | $ 1,004,000 | $ 0 | |||
Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Periodic principal payments | $ 167,000 | ||||
Stated interest rate, minimum (as a percent) | 5.25% | 5.25% | |||
Effective interest rate (as a percent) | 5.75% | 5.75% | |||
Balloon payment | $ 180,000 | $ 180,000 | |||
Debt outstanding, gross | $ 4,666,667 | $ 4,666,667 | |||
Secured Debt | Prime Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as a percent) | 2.00% | ||||
Silicon Valley Bank | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Effective interest rate (as a percent) | 6.00% | ||||
Debt instrument term | 2 years | ||||
Line of credit, maximum borrowing capacity | $ 6,000,000 | ||||
Line of credit, maximum borrowing capacity, percentage of accounts receivable | 80.00% | ||||
Maximum borrowing capacity, percentage of net collectable value of third party accounts receivable | 50.00% | ||||
Times the average monthly collection amount of third party receivable over a previous quarter | 3 | ||||
Debt instrument commitment fees | $ 30,000 | ||||
Unused capacity, commitment fee percentage | 0.25% | ||||
Line of credit | $ 4,136,907 | ||||
Silicon Valley Bank | Line of Credit | Prime Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as a percent) | 1.50% | ||||
PFG | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Effective interest rate (as a percent) | 11.50% | ||||
Debt instrument term | 3 years | ||||
Debt instrument commitment fees | $ 120,000 | ||||
Term note, principal balance | $ 6,000,000 | 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 to purchase common stock, issued (shares) | 443,262 | ||||
Exercise price of warrant (usd per share) | $ 2.82 | ||||
Fair value of warrants issued | $ 1,004,000 | ||||
Percentage of of number of shares that may be removed from agreement upon achieving certain financial milestones | 20.00% | ||||
PFG Term Note | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Repayment of principal due in 2020 | 6,000,000 | ||||
Amortization of debt issuance costs | 220,000 | ||||
Accretion of discount on debt | $ 796,000 |
Bank Term Note and Line of Cr56
Bank Term Note and Line of Credit - Summary of Long-Term Debt (Detail) - Secured Debt - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
SVB Term Note, repaid in 2017 | $ 4,666,667 | |
Less unamortized debt issuance costs | $ 0 | 13,000 |
Term note, net | 6,000,000 | 4,654,000 |
Less current maturities | 6,000,000 | 2,000,000 |
Long-term portion | 0 | 2,654,000 |
SVB Term Note | ||
Debt Instrument [Line Items] | ||
SVB Term Note, repaid in 2017 | 0 | 4,667,000 |
PFG Term Note | ||
Debt Instrument [Line Items] | ||
PFG Term Note | $ 6,000,000 | $ 0 |
Letter of Credit - Additional I
Letter of Credit - Additional Information (Detail) | Dec. 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
Stand-by letter of credit | $ 350,000 |
Fixed Assets - Summary by Major
Fixed Assets - Summary by Major Classifications (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Abstract] | ||
Equipment | $ 11,030 | $ 9,094 |
Furniture and fixtures | 1,751 | 1,068 |
Leasehold improvements | 924 | 932 |
Gross | 13,705 | 11,094 |
Less accumulated depreciation | (8,155) | (6,356) |
Net fixed assets | $ 5,550 | $ 4,738 |
Patents and Other Intangible 59
Patents and Other Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 5,430 | $ 2,089 |
Less accumulated amortization | (952) | (586) |
Net patent and other intangible assets | 4,478 | 1,503 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 1,769 | 1,643 |
Weighted average amortization period | 5 years | |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 446 | 446 |
Weighted average amortization period | 1 year | |
Customer list - vivoPharm acquisition | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 2,738 | 0 |
Weighted average amortization period | 10 years | |
Finite lived intangible assets foreign currency translation gains | $ 38 | |
Trade name - vivoPharm acquisition | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 477 | $ 0 |
Weighted average amortization period | 10 years | |
Finite lived intangible assets foreign currency translation gains | $ 17 | |
Finite-lived intangible assets, legally approved patents in application process | ||
Finite-Lived Intangible Assets [Line Items] | ||
Net patent and other intangible assets | $ 570 |
Patents and Other Intangible 60
Patents and Other Intangible Assets - Schedule of Future Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Net patent and other intangible assets | $ 4,478 | $ 1,503 |
Finite-lived intangible assets, excluding patents in application process | ||
Finite-Lived Intangible Assets [Line Items] | ||
2,018 | 522 | |
2,019 | 472 | |
2,020 | 461 | |
2,021 | 458 | |
2,022 | 439 | |
2023 and thereafter | 1,556 | |
Net patent and other intangible assets | $ 3,908 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Income tax benefit at federal statutory rate | $ (8,036) | $ (5,531) |
State tax provision, net of federal tax benefit | (707) | (777) |
Tax credits | (545) | (342) |
Stock based compensation | 2,333 | 206 |
Derivative warrants | 687 | (534) |
Change in valuation allowance | (11,551) | 7,459 |
Foreign operations | 15 | 251 |
Remeasurement of deferred taxes under TCJA | 15,205 | 0 |
Other | 520 | (732) |
Income tax (benefit) provision | $ (2,079) | $ 0 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Income tax benefit at federal statutory rate | 35.00% | 35.00% |
State tax provision, net of federal tax benefit | 3.10% | 4.90% |
Tax credits | 2.40% | 2.20% |
Stock based compensation | (10.20%) | (1.30%) |
Derivative warrants | (3.00%) | 3.40% |
Change in valuation allowance | 50.30% | (47.20%) |
Foreign operations | (0.10%) | (1.60%) |
Remeasurement of deferred taxes under TCJA | (66.20%) | 0.00% |
Other | (2.30%) | 4.60% |
Income tax (benefit) provision | 9.00% | 0.00% |
Income Taxes - Components of Ap
Income Taxes - Components of Approximate Deferred Tax (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 23,135 | $ 32,273 |
Accruals and reserves | 2,656 | 1,829 |
Non-qualified stock options | 1,052 | 3,882 |
Research and development tax credits | 1,876 | 1,331 |
Derivative warrant liability | 17 | 26 |
Investment in joint venture | 161 | 250 |
Other | 5 | 8 |
Total deferred tax assets | 28,902 | 39,599 |
Less valuation allowance | (27,083) | (38,634) |
Net deferred tax assets | 1,819 | 965 |
Deferred tax liabilities | ||
Fixed assets | (379) | (401) |
Goodwill and intangible assets | (1,440) | (564) |
Net deferred taxes | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Feb. 28, 2017 | Dec. 31, 2017 | |
Income Tax [Line Items] | |||
Tax cuts and jobs acts of 2017, change in tax rate, deferred tax asset, income tax expense | $ 15,200,000 | ||
Net operating loss carryforward | $ 99,000,000 | $ 99,000,000 | |
Proceeds from sale of operating loss carryforwards and tax credits | 1,109,000 | $ 970,000 | |
State and Local Jurisdiction | Research and Development | |||
Income Tax [Line Items] | |||
State research and development tax credits sold | 523,385 | 167,572 | |
State and Local Jurisdiction | New Jersey Division of Taxation | |||
Income Tax [Line Items] | |||
Net operating losses sold | $ 15,876,736 | $ 18,177,059 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Detail) - USD ($) | Dec. 31, 2017 | Dec. 08, 2017 | Oct. 03, 2017 | Aug. 14, 2017 | Oct. 24, 2016 | Sep. 14, 2016 | May 25, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | |||||||||
Issuance of common stock (shares) | 3,500,000 | 2,000 | 50,000 | 2,750,000 | 2,467,820 | ||||
Warrants to purchase common stock, issued (shares) | 137,500 | ||||||||
Gross proceeds from public offering | $ 7,000,000 | $ 5,500,000 | $ 5,000,000 | ||||||
Combined price for common stock and warrants issued (usd per share) | $ 2.65 | $ 1.50 | $ 2 | ||||||
Preferred stock, shares authorized (shares) | 9,764,000 | 9,764,000 | 9,764,000 | ||||||
Preferred stock, shares outstanding (shares) | 0 | 0 | 0 | ||||||
Private Placement | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants to purchase common stock, issued (shares) | 1,233,910 | ||||||||
Combined price for common stock and warrants issued (usd per share) | $ 2.25 | ||||||||
Warrants, period before exercisable | 6 months | ||||||||
Warrants, exercise period | 5 years | ||||||||
Institutional Investors | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of common stock (shares) | 2,150,000 | ||||||||
Warrants to purchase common stock, issued (shares) | 175,000 | 1,075,000 | |||||||
Combined price for common stock and warrants issued (usd per share) | $ 2.50 | $ 2 | |||||||
Private Placement - Placement Agent | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants to purchase common stock, issued (shares) | 123,391 | ||||||||
Private Placement - September Offering | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants to purchase common stock, issued (shares) | 1,375,000 | ||||||||
Combined price for common stock and warrants issued (usd per share) | $ 2.25 | ||||||||
Warrants, period before exercisable | 6 months | ||||||||
Warrants, exercise period | 5 years | ||||||||
Common Stock Purchase Agreement | |||||||||
Class of Stock [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 | $ 3 | $ 3 | |||||||
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 | 19.90% | ||||||||
Proceeds from sale of treasury stock | $ 2,965,000 | ||||||||
Sale of stock, offering costs | $ 35,000 | ||||||||
Common Stock Purchase Agreement - Commitment Shares | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | 320,000 | ||||||||
Common Stock Purchase Agreement - Initial Purchase Price | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | 1,000,000 | 1,000,000 | |||||||
Board of Directors Chairman | Private Placement | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of common stock (shares) | 317,820 | ||||||||
Warrants to purchase common stock, issued (shares) | 158,910 | ||||||||
Combined price for common stock and warrants issued (usd per share) | $ 2.2025 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |||||||
May 31, 2014$ / sharesshares | Dec. 31, 2017USD ($)Stock_Planshares | Dec. 31, 2016USD ($)shares | Oct. 11, 2016shares | May 22, 2014shares | May 14, 2014shares | Jun. 30, 2011shares | Apr. 01, 2010shares | Apr. 29, 2008shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of equity incentive plans (stock_plan) | Stock_Plan | 2 | ||||||||
Options granted maximum exercisable period | 10 years | ||||||||
Issuance of shares under stock options plans (shares) | 48,000 | ||||||||
Stock appreciation rights (shares) | 0 | ||||||||
Restricted stock awarded under Stock Option Plans (shares) | 363,334 | ||||||||
Proceeds from option exercises | $ | $ 7,000 | $ 0 | |||||||
Options exchanged (shares) | 3,000 | 0 | |||||||
Employee | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation cost | $ | $ 2,506,099 | ||||||||
Unrecognized compensation cost, period for recognition | 2 years 2 months 12 days | ||||||||
Non-Employee | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Dividend yield | 0.00% | 0.00% | |||||||
Director | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Issuance of shares under stock options plans (shares) | 200,000 | ||||||||
Exercise price of options exchanged (usd per share) | $ / shares | $ 15.89 | ||||||||
2011 Equity Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares of common stock reserved for issuance (shares) | 350,000 | ||||||||
Number of common stock shares authorized for issuance (shares) | 3,150,000 | 2,000,000 | 2,650,000 | ||||||
Shares available for future awards (shares) | 359,776 | ||||||||
2008 Stock Option Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares of common stock reserved for issuance (shares) | 550,000 | 251,475 | |||||||
Shares available for future awards (shares) | 134,354 | ||||||||
Restricted Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation cost, period for recognition | 1 year 3 months 18 days | ||||||||
Compensation cost not yet recognized, equity instruments other than options | $ | $ 314,481 | ||||||||
Employee Stock Option | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Dividend yield | 0.00% | 0.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Employee and Nonemployee Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Options Outstanding, Number of Shares Outstanding | |||
Outstanding, beginning balance (shares) | 2,198,000 | 1,961,000 | |
Granted (shares) | 902,000 | 417,000 | |
Exercised (shares) | (3,000) | 0 | |
Canceled or expired (shares) | (253,000) | (180,000) | |
Outstanding, ending balance (shares) | 2,844,000 | 2,198,000 | 1,961,000 |
Exercisable (shares) | 1,714,000 | ||
Options Outstanding, Weighted Average Exercise Price | |||
Outstanding, beginning balance (usd per share) | $ 9.09 | $ 10.55 | |
Granted (usd per share) | 2.85 | 1.95 | |
Exercised (usd per share) | 2.23 | ||
Canceled or expired (usd per share) | 10.34 | 8.44 | |
Outstanding, ending balance (usd per share) | 7 | $ 9.09 | $ 10.55 |
Exercisable (usd per share) | $ 9.07 | ||
Weighted-Average Remaining Contractual Term (in years) | |||
Outstanding | 6 years 11 months 16 days | 7 years 15 days | 7 years 8 months 5 days |
Exercisable | 5 years 8 months 19 days | ||
Aggregate Intrinsic Value | |||
Outstanding | $ 4 | $ 0 | $ 0 |
Exercisable | $ 2 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Assumptions Used to Estimate Fair Value of Options Granted (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Non-Employee | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 75.59% | 74.08% |
Risk free interest rate | 2.24% | 1.64% |
Dividend yield | 0.00% | 0.00% |
Term (years) | 6 years 9 months 4 days | 7 years 9 months 4 days |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 74.58% | 73.86% |
Risk free interest rate | 1.98% | 1.25% |
Dividend yield | 0.00% | 0.00% |
Term (years) | 5 years 11 months 1 day | 5 years 11 months 5 days |
Weighted-average fair value of options granted during the period (usd per share) | $ 1.87 | $ 1.26 |
Stock-Based Compensation - Su68
Stock-Based Compensation - Summary of Restricted Stock Award Activity (Details) - Restricted Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares (in shares): | ||
Non-vested, beginning balance (shares) | 80,000 | 121,000 |
Granted (shares) | 70,000 | 18,000 |
Vested (shares) | (57,000) | (57,000) |
Forfeited/canceled (shares) | (2,000) | (2,000) |
Non-vested, ending balance (shares) | 91,000 | 80,000 |
Weighted-Average Grant Date Fair Value (in dollars per share): | ||
Non-vested, weighted average grant date fair value, beginning balance (usd per share) | $ 6.30 | $ 8.25 |
Granted, weighted average grant date fair value (usd per share) | 3.26 | 1.81 |
Vested, weighted average grant date fair value (usd per share) | 5.73 | 8.99 |
Forfeited/canceled, weighted average grant date fair value (usd per share) | 11.36 | 9.02 |
Non-vested, weighted average grant date fair value, ending balance (usd per share) | $ 4.21 | $ 6.30 |
Stock-Based Compensation - Effe
Stock-Based Compensation - Effects of Stock-Based Compensation Related to Stock Option and Restricted Stock Awards (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Stock-based compensation | $ 1,895 | $ 2,016 |
Cost of revenues | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Stock-based compensation | 346 | 290 |
Research and development | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Stock-based compensation | 133 | 172 |
General and administrative | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Stock-based compensation | 1,299 | 1,446 |
Sales and marketing | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Stock-based compensation | $ 117 | $ 108 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) | Nov. 26, 2017 | Aug. 09, 2017 | May 22, 2017 | Mar. 30, 2017 | Mar. 28, 2017 | Mar. 27, 2017 | Mar. 24, 2017 | Mar. 22, 2017 | Dec. 21, 2016 | Dec. 01, 2016 | Sep. 14, 2016 | Jun. 30, 2016 | May 25, 2016 | Mar. 23, 2016 | Feb. 21, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 03, 2017 | Oct. 24, 2016 |
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Percentage of of number of shares that may be removed from agreement upon achieving certain financial milestones | 20.00% | ||||||||||||||||||
Class of warrant or right, expired (shares) | 70,000 | 200 | 194,000 | 269,000 | |||||||||||||||
Warrants issued (shares) | 4,118,000 | 2,870,000 | |||||||||||||||||
Warrants to purchase common stock, issued (shares) | 137,500 | ||||||||||||||||||
Class of warrants exercised (shares) | 25,000 | 9,000 | 123,700 | 64,200 | 214,300 | 375,700 | 902,000 | ||||||||||||
Warrants exercise price (usd per share) | $ 2.25 | $ 2.25 | $ 2.25 | $ 2.25 | $ 2.25 | $ 2.25 | $ 3.80 | ||||||||||||
Proceeds from warrants exercised | $ 56,250 | $ 20,250 | $ 278,325 | $ 144,450 | $ 482,175 | $ 845,325 | $ 1,827,000 | $ 0 | |||||||||||
Combined price for common stock and warrants issued (usd per share) | $ 2 | $ 2.65 | $ 1.50 | ||||||||||||||||
John Pappajohn | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Class of warrant or right, expired (shares) | 194,007 | 75,294 | 37,000 | 86,533 | |||||||||||||||
Private Placement | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Warrants, exercise period | 5 years | ||||||||||||||||||
Warrants to purchase common stock, issued (shares) | 1,233,910 | ||||||||||||||||||
Warrants, period before exercisable | 6 months | ||||||||||||||||||
Combined price for common stock and warrants issued (usd per share) | $ 2.25 | ||||||||||||||||||
Private Placement - September Offering | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Warrants, exercise period | 5 years | ||||||||||||||||||
Warrants to purchase common stock, issued (shares) | 1,375,000 | ||||||||||||||||||
Warrants, period before exercisable | 6 months | ||||||||||||||||||
Combined price for common stock and warrants issued (usd per share) | $ 2.25 | ||||||||||||||||||
Derivative Warrants | Private Placement | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Warrants, exercise period | 5 years | ||||||||||||||||||
Warrants, period before exercisable | 6 months | ||||||||||||||||||
Derivative Warrants | Private Placement | 2016 Offering | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Warrants, exercise period | 5 years | ||||||||||||||||||
Warrants issued (shares) | 1,357,301 | ||||||||||||||||||
Warrants, period before exercisable | 6 months | ||||||||||||||||||
Exercise price of warrant (usd per share) | $ 2.25 | ||||||||||||||||||
Derivative Warrants | Private Placement - September Offering | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Warrants issued (shares) | 1,512,500 | ||||||||||||||||||
Exercise price of warrant (usd per share) | $ 2.25 | ||||||||||||||||||
Common Stock | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Warrants issued (shares) | 44,901 | ||||||||||||||||||
Class of warrants exercised (shares) | 90,063 | ||||||||||||||||||
Warrants exercise price (usd per share) | $ 2.25 | ||||||||||||||||||
Class of warrant surrendered | 45,162 | ||||||||||||||||||
Secured Debt | PFG | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Percentage of of number of shares that may be removed from agreement upon achieving certain financial milestones | 20.00% | ||||||||||||||||||
Warrants, exercise period | 7 years | ||||||||||||||||||
Class of warrant, average stock price settlement period | 90 days | ||||||||||||||||||
Warrants to purchase common stock, issued (shares) | 443,262 | ||||||||||||||||||
Exercise price of warrant (usd per share) | $ 2.82 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Detail) - $ / shares | Nov. 26, 2017 | Aug. 09, 2017 | May 22, 2017 | Mar. 30, 2017 | Mar. 28, 2017 | Mar. 27, 2017 | Mar. 24, 2017 | Dec. 21, 2016 | Dec. 01, 2016 | Jun. 30, 2016 | Mar. 23, 2016 | Feb. 21, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants exercise price (usd per share) | $ 2.25 | $ 2.25 | $ 2.25 | $ 2.25 | $ 2.25 | $ 2.25 | $ 3.80 | |||||||
Class of Warrants Outstanding [Roll Forward] | ||||||||||||||
Warrants Outstanding, Beginning Balance (shares) | 7,033,000 | 4,432,000 | ||||||||||||
Warrants Issued (shares) | 4,118,000 | 2,870,000 | ||||||||||||
Warrants Expired (shares) | (70,000) | (200) | (194,000) | (269,000) | ||||||||||
Warrants Exercised (shares) | (25,000) | (9,000) | (123,700) | (64,200) | (214,300) | (375,700) | (902,000) | |||||||
Warrants Outstanding, Ending Balance (shares) | 10,055,000 | 7,033,000 | ||||||||||||
Warrant Issued With | Non-Derivative Warrants | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants exercise price (usd per share) | $ 6 | |||||||||||||
Class of Warrants Outstanding [Roll Forward] | ||||||||||||||
Warrants Outstanding, Beginning Balance (shares) | 4,163,000 | 4,372,000 | ||||||||||||
Warrants Issued (shares) | 0 | 0 | ||||||||||||
Warrants Expired (shares) | (194,000) | (209,000) | ||||||||||||
Warrants Exercised (shares) | 0 | |||||||||||||
Warrants Outstanding, Ending Balance (shares) | 3,969,000 | 4,163,000 | ||||||||||||
Warrant Issued For | Derivative Warrants | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants exercise price (usd per share) | $ 2.36 | |||||||||||||
Class of Warrants Outstanding [Roll Forward] | ||||||||||||||
Warrants Outstanding, Beginning Balance (shares) | 2,870,000 | 60,000 | ||||||||||||
Warrants Issued (shares) | 4,118,000 | 2,870,000 | ||||||||||||
Warrants Expired (shares) | 0 | (60,000) | ||||||||||||
Warrants Exercised (shares) | (902,000) | |||||||||||||
Warrants Outstanding, Ending Balance (shares) | 6,086,000 | 2,870,000 | ||||||||||||
Debt Guarantee | Warrant Issued With | Non-Derivative Warrants | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants exercise price (usd per share) | $ 15 | |||||||||||||
Class of Warrants Outstanding [Roll Forward] | ||||||||||||||
Warrants Outstanding, Beginning Balance (shares) | 109,000 | 233,000 | ||||||||||||
Warrants Issued (shares) | 0 | 0 | ||||||||||||
Warrants Expired (shares) | (109,000) | (124,000) | ||||||||||||
Warrants Exercised (shares) | 0 | |||||||||||||
Warrants Outstanding, Ending Balance (shares) | 0 | 109,000 | ||||||||||||
Financing One | Warrant Issued With | Non-Derivative Warrants | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants exercise price (usd per share) | $ 10 | |||||||||||||
Class of Warrants Outstanding [Roll Forward] | ||||||||||||||
Warrants Outstanding, Beginning Balance (shares) | 243,000 | 243,000 | ||||||||||||
Warrants Issued (shares) | 0 | 0 | ||||||||||||
Warrants Expired (shares) | 0 | 0 | ||||||||||||
Warrants Exercised (shares) | 0 | |||||||||||||
Warrants Outstanding, Ending Balance (shares) | 243,000 | 243,000 | ||||||||||||
Financing Two | Warrant Issued With | Non-Derivative Warrants | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants exercise price (usd per share) | $ 15 | |||||||||||||
Class of Warrants Outstanding [Roll Forward] | ||||||||||||||
Warrants Outstanding, Beginning Balance (shares) | 361,000 | 436,000 | ||||||||||||
Warrants Issued (shares) | 0 | 0 | ||||||||||||
Warrants Expired (shares) | (85,000) | (75,000) | ||||||||||||
Warrants Exercised (shares) | 0 | |||||||||||||
Warrants Outstanding, Ending Balance (shares) | 276,000 | 361,000 | ||||||||||||
Consulting One | Warrant Issued With | Non-Derivative Warrants | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants exercise price (usd per share) | $ 10 | |||||||||||||
Class of Warrants Outstanding [Roll Forward] | ||||||||||||||
Warrants Outstanding, Beginning Balance (shares) | 0 | 10,000 | ||||||||||||
Warrants Issued (shares) | 0 | 0 | ||||||||||||
Warrants Expired (shares) | 0 | (10,000) | ||||||||||||
Warrants Exercised (shares) | 0 | |||||||||||||
Warrants Outstanding, Ending Balance (shares) | 0 | 0 | ||||||||||||
Financing Three | Warrant Issued For | Derivative Warrants | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants exercise price (usd per share) | $ 4 | |||||||||||||
Class of Warrants Outstanding [Roll Forward] | ||||||||||||||
Warrants Outstanding, Beginning Balance (shares) | 0 | 60,000 | ||||||||||||
Warrants Issued (shares) | 0 | 0 | ||||||||||||
Warrants Expired (shares) | 0 | (60,000) | ||||||||||||
Warrants Exercised (shares) | 0 | |||||||||||||
Warrants Outstanding, Ending Balance (shares) | 0 | 0 | ||||||||||||
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 (shares) | 0 | 0 | ||||||||||||
Warrants Issued (shares) | 443,000 | 0 | ||||||||||||
Warrants Expired (shares) | 0 | 0 | ||||||||||||
Warrants Exercised (shares) | 0 | |||||||||||||
Warrants Outstanding, Ending Balance (shares) | 443,000 | 0 | ||||||||||||
2015 Offering | Warrant Issued With | Non-Derivative Warrants | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants exercise price (usd per share) | $ 5 | |||||||||||||
Class of Warrants Outstanding [Roll Forward] | ||||||||||||||
Warrants Outstanding, Beginning Balance (shares) | 3,450,000 | 3,450,000 | ||||||||||||
Warrants Issued (shares) | 0 | 0 | ||||||||||||
Warrants Expired (shares) | 0 | 0 | ||||||||||||
Warrants Exercised (shares) | 0 | |||||||||||||
Warrants Outstanding, Ending Balance (shares) | 3,450,000 | 3,450,000 | ||||||||||||
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 (shares) | 2,870,000 | 0 | ||||||||||||
Warrants Issued (shares) | 0 | 2,870,000 | ||||||||||||
Warrants Expired (shares) | 0 | 0 | ||||||||||||
Warrants Exercised (shares) | (902,000) | |||||||||||||
Warrants Outstanding, Ending Balance (shares) | 1,968,000 | 2,870,000 | ||||||||||||
2017 Offering One | 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 (shares) | 0 | 0 | ||||||||||||
Warrants Issued (shares) | 3,500,000 | 0 | ||||||||||||
Warrants Expired (shares) | 0 | 0 | ||||||||||||
Warrants Exercised (shares) | 0 | |||||||||||||
Warrants Outstanding, Ending Balance (shares) | 3,500,000 | 0 | ||||||||||||
2017 Offering Two | Warrant Issued For | Derivative Warrants | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants exercise price (usd per share) | $ 2.5 | |||||||||||||
Class of Warrants Outstanding [Roll Forward] | ||||||||||||||
Warrants Outstanding, Beginning Balance (shares) | 0 | 0 | ||||||||||||
Warrants Issued (shares) | 175,000 | 0 | ||||||||||||
Warrants Expired (shares) | 0 | 0 | ||||||||||||
Warrants Exercised (shares) | 0 | |||||||||||||
Warrants Outstanding, Ending Balance (shares) | 175,000 | 0 | ||||||||||||
John Pappajohn | ||||||||||||||
Class of Warrants Outstanding [Roll Forward] | ||||||||||||||
Warrants Expired (shares) | (194,007) | (75,294) | (37,000) | (86,533) |
Fair Value of Warrants - Assump
Fair Value of Warrants - Assumptions Used in Computing Fair Value of Derivative Warrants (Detail) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
2017 Debt | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Price (usd per share) | $ 2.82 | $ 2.82 | ||
Expected life (years) | 7 years | 6 years 2 months 19 days | ||
Expected volatility | 74.61% | 74.18% | ||
Risk-free interest rate | 2.22% | 2.33% | ||
Expected dividend yield | 0.00% | 0.00% | ||
2016 Offerings | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Price (usd per share) | $ 2.25 | $ 2.25 | $ 2.25 | $ 2.25 |
Expected life (years) | 4 years 9 months 11 days | 5 years 6 months | 4 years 29 days | 5 years 22 days |
Expected volatility | 76.24% | 74.36% | 73.44% | 72.82% |
Risk-free interest rate | 1.94% | 1.30% | 2.11% | 1.93% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
2017 Offerings | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Price (usd per share) | $ 2.36 | $ 2.36 | ||
Expected life (years) | 1 year 6 months | 1 year 5 months 5 days | ||
Expected volatility | 76.03% | 77.55% | ||
Risk-free interest rate | 1.73% | 1.83% | ||
Expected dividend yield | 0.00% | 0.00% |
Fair Value of Warrants - Additi
Fair Value of Warrants - Additional Information (Detail) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Warrant or Right [Line Items] | ||
Fair value of warrants issue price (USD per share) | $ 3.55 | $ 5.05 |
Fair value of stock prices in computing fair value of warrants outstanding | 1.85 | 1.35 |
Minimum | ||
Class of Warrant or Right [Line Items] | ||
Fair value of stock prices in computing fair value for warrants issued (USD per share) | 1.95 | 1.9 |
Maximum | ||
Class of Warrant or Right [Line Items] | ||
Fair value of stock prices in computing fair value for warrants issued (USD per share) | $ 2.9 | $ 2.14 |
Fair Value of Warrants - Summar
Fair Value of Warrants - Summary of Derivative Warrant Activity (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Warrants Outstanding [Roll Forward] | ||
Beginning balance | $ 2,018 | $ 17 |
Fair value of warrants issued | 3,203 | 3,526 |
Fair value of warrants exercised | (2,782) | |
Change in fair value of warrants | 1,964 | (1,525) |
Ending balance | 4,403 | 2,018 |
2017 Debt | ||
Class of Warrants Outstanding [Roll Forward] | ||
Beginning balance | 0 | 0 |
Fair value of warrants issued | 1,004 | 0 |
Fair value of warrants exercised | 0 | |
Change in fair value of warrants | (503) | 0 |
Ending balance | 501 | 0 |
2016 Offerings | ||
Class of Warrants Outstanding [Roll Forward] | ||
Beginning balance | 2,018 | 0 |
Fair value of warrants issued | 0 | 3,526 |
Fair value of warrants exercised | (2,782) | |
Change in fair value of warrants | 2,693 | (1,508) |
Ending balance | 1,929 | 2,018 |
2017 Offerings | ||
Class of Warrants Outstanding [Roll Forward] | ||
Beginning balance | 0 | 0 |
Fair value of warrants issued | 2,199 | 0 |
Fair value of warrants exercised | 0 | |
Change in fair value of warrants | (226) | 0 |
Ending balance | $ 1,973 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Liabilities Measured at Fair Value on Recurring Basis (Detail) - Recurring - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 4,403 | $ 2,018 |
Contingent consideration | 156 | 114 |
Total liabilities | 4,559 | 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 |
Contingent consideration | 0 | 0 |
Total liabilities | 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 |
Contingent consideration | 0 | 0 |
Total liabilities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 4,403 | 2,018 |
Contingent consideration | 156 | 114 |
Total liabilities | $ 4,559 | $ 2,132 |
Fair Value Measurements - Sum76
Fair Value Measurements - Summary of Fair Value of Notes Payable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value of warrants issued | $ 3,203 | $ 3,526 |
Fair value of warrants exercised | (2,782) | |
Notes Payable, Other Payables | Ventureast Trustee Company Pvt Ltd | Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value beginning balance | 114 | 266 |
Change in fair value | 42 | (152) |
Fair value of warrants issued | 0 | 0 |
Fair value of warrants exercised | 0 | |
Fair value ending balance | 156 | 114 |
Warrant | Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value beginning balance | 2,018 | 17 |
Change in fair value | 1,964 | (1,525) |
Fair value of warrants issued | 3,203 | 3,526 |
Fair value of warrants exercised | (2,782) | |
Fair value ending balance | $ 4,403 | $ 2,018 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in fair value of acquisition note payable, loss (gain) | $ 42 | $ (152) |
BioServe | Ventureast Trustee Company Pvt Ltd | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business combination, consideration transferred, notes payable in shares | 84,278 | |
Change in fair value of acquisition note payable, loss (gain) | $ 42 | $ (152) |
Joint Venture Agreement (Detail
Joint Venture Agreement (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Oct. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2013 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Common stock, shares issued (shares) | 10,000 | 27,754,000 | 18,936,000 | |||
Stock issued for consulting services | $ 175,000 | $ 231,000 | $ 5,000 | $ 75,000 | ||
Joint Venture Agreement | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Percentage of outstanding membership interests in joint venture | 50.00% | |||||
Capital contribution in exchange of membership interests | $ 1,000,000 | $ 1,000,000 | ||||
Fair value of capital contribution in joint venture | 6,000,000 | |||||
Joint Venture Agreement | Maximum | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Capital contribution in exchange of membership interests | $ 4,000,000 |
Related Party Transactions (Det
Related Party Transactions (Detail) | Dec. 08, 2017shares | Oct. 03, 2017shares | Aug. 09, 2017shares | May 22, 2017shares | Mar. 30, 2017shares | Mar. 28, 2017shares | Mar. 27, 2017shares | Mar. 24, 2017shares | Oct. 24, 2016shares | Sep. 14, 2016shares | May 25, 2016shares | Apr. 01, 2014USD ($) | Mar. 31, 2014extensionshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Oct. 31, 2013shares |
Related Party Transaction [Line Items] | ||||||||||||||||
Number of revolving line of credit extensions facility (extension) | extension | 8 | |||||||||||||||
Common stock exercised (shares) | 25,000 | 9,000 | 123,700 | 64,200 | 214,300 | 375,700 | 902,000 | |||||||||
Convertible shares issued to common stock (shares) | 27,754,000 | 18,936,000 | 10,000 | |||||||||||||
Employee stock option purchased (shares) | 902,000 | 417,000 | ||||||||||||||
Issuance of common stock (shares) | 3,500,000 | 2,000 | 50,000 | 2,750,000 | 2,467,820 | |||||||||||
Warrants to purchase common stock, issued (shares) | 137,500 | |||||||||||||||
Financial Guarantee | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Common stock purchased (shares) | 284,000 | |||||||||||||||
Common stock exercised (shares) | 440,113 | |||||||||||||||
Private Placement | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Warrants to purchase common stock, issued (shares) | 1,233,910 | |||||||||||||||
John Pappajohn | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Common stock purchased (shares) | 202,630 | |||||||||||||||
Warrants adjusted in conjunction with IPO (shares) | 275,556 | |||||||||||||||
Warrants outstanding per share (usd per share) | $ / shares | $ 15 | |||||||||||||||
Additional amount of loan received | $ | $ 6,750,000 | |||||||||||||||
John Pappajohn | Financial Guarantee | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Common stock purchased (shares) | 1,051,506 | |||||||||||||||
John Pappajohn | IPO | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Convertible shares issued to common stock (shares) | 675,000 | |||||||||||||||
Conversion price of notes (usd per share) | $ / shares | $ 10 | |||||||||||||||
Equity Dynamics, Inc. | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Related party consulting fees | $ | $ 10,000 | |||||||||||||||
Agreement with related party, consulting fee | $ | $ 120,000 | $ 120,000 | ||||||||||||||
Due to related party | $ | 10,000 | 50,000 | ||||||||||||||
Dr. Chaganti | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Agreement with related party, fee | $ | 5,000 | |||||||||||||||
Agreement with related party, consulting fee | $ | $ 60,000 | |||||||||||||||
Dr. Chaganti | 2011 Equity Plan | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Employee stock option purchased (shares) | 200,000 | |||||||||||||||
Common stock, vesting period | 4 years | |||||||||||||||
Common stock, shares purchased price per share (usd per share) | $ / shares | $ 15.89 | |||||||||||||||
Renewed Consulting and Advisory Agreement | Dr. Chaganti | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Consulting and advisory agreement expenses under stock option plan | $ | $ 69,250 | $ 37,625 | ||||||||||||||
USPTO Patent Issuance Agreement | Dr. Chaganti | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Agreement with related party, one-time payment required | $ | $ 50,000 | |||||||||||||||
Agreement with related party, percentage of net revenues required to be paid | 1.00% | |||||||||||||||
Board of Directors Chairman | Private Placement | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Issuance of common stock (shares) | 317,820 | |||||||||||||||
Warrants to purchase common stock, issued (shares) | 158,910 |
Subsequent Events - (Details)
Subsequent Events - (Details) - Subsequent Event | Feb. 01, 2018 |
Subsequent Event [Line Items] | |
Employee severance, base salary payment period | 12 months |
Employee severance, consulting services extension period | 1 year |