Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 06, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | CANCER GENETICS, INC | |
Trading Symbol | CGIX | |
Entity Central Index Key | 1,349,929 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding (in shares) | 27,746,497 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,601 | $ 9,541 |
Accounts receivable, net of allowance for doubtful accounts of 2018 $7,401; 2017 $6,539 | 9,357 | 10,958 |
Other current assets | 3,245 | 2,707 |
Total current assets | 14,203 | 23,206 |
FIXED ASSETS, net of accumulated depreciation | 4,742 | 5,550 |
OTHER ASSETS | ||
Restricted cash | 350 | 350 |
Patents and other intangible assets, net of accumulated amortization | 4,276 | 4,478 |
Investment in joint venture | 243 | 246 |
Goodwill | 17,257 | 17,992 |
Other | 300 | 399 |
Total other assets | 22,426 | 23,465 |
Total Assets | 41,371 | 52,221 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 9,778 | 8,715 |
Obligations under capital leases, current portion | 322 | 272 |
Deferred revenue | 2,004 | 516 |
Line of credit | 3,438 | 4,137 |
Term note, current portion | 6,000 | 6,000 |
Total current liabilities | 21,542 | 19,640 |
Obligations under capital leases | 564 | 624 |
Deferred rent payable and other | 304 | 360 |
Warrant liability | 1,134 | 4,403 |
Deferred revenue, long-term | 547 | 429 |
Total Liabilities | 24,091 | 25,456 |
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, 27,726 and 27,754 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 3 | 3 |
Additional paid-in capital | 162,575 | 161,527 |
Accumulated other comprehensive income | 134 | 69 |
Accumulated (deficit) | (145,432) | (134,834) |
Total Stockholders’ Equity | 17,280 | 26,765 |
Total Liabilities and Stockholders’ Equity | $ 41,371 | $ 52,221 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized (in shares) | 9,764,000 | 9,764,000 |
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued (in shares) | 27,726,000 | 27,754,000 |
Common stock, shares outstanding (in shares) | 27,726,000 | 27,754,000 |
Allowance for doubtful accounts | $ 7,401 | $ 6,539 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Other Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 7,036 | $ 6,604 | $ 14,703 | $ 13,570 |
Cost of revenues | 4,853 | 4,034 | 9,935 | 8,243 |
Gross profit | 2,183 | 2,570 | 4,768 | 5,327 |
Operating expenses: | ||||
Research and development | 673 | 989 | 1,354 | 2,099 |
General and administrative | 5,419 | 3,529 | 10,679 | 7,006 |
Sales and marketing | 1,341 | 1,165 | 2,932 | 2,136 |
Total operating expenses | 7,433 | 5,683 | 14,965 | 11,241 |
Loss from operations | (5,250) | (3,113) | (10,197) | (5,914) |
Other income (expense): | ||||
Interest expense | (578) | (253) | (817) | (447) |
Interest income | 0 | 10 | 21 | 27 |
Change in fair value of acquisition note payable | 64 | 13 | 81 | (219) |
Change in fair value of warrant liability | 2,154 | 577 | 2,846 | (6,717) |
Other income (expense) | (23) | 0 | (23) | (46) |
Total other income (expense) | 1,617 | 347 | 2,108 | (7,402) |
Loss before income taxes | (3,633) | (2,766) | (8,089) | (13,316) |
Income tax (benefit) | 0 | 0 | 0 | (970) |
Net (loss) | $ (3,633) | $ (2,766) | $ (8,089) | $ (12,346) |
Basic net (loss) per share (in dollars per share) | $ (0.13) | $ (0.14) | $ (0.30) | $ (0.64) |
Diluted net (loss) per share (in dollars per share) | $ (0.13) | $ (0.16) | $ (0.30) | $ (0.64) |
Basic weighted-average shares outstanding (in shares) | 27,049 | 19,697 | 27,049 | 19,301 |
Diluted weighted-average shares outstanding (in shares) | 27,049 | 20,663 | 27,049 | 19,301 |
Foreign currency translation gain | $ 85 | $ 0 | $ 65 | $ 0 |
Comprehensive (loss) | $ (3,548) | $ (2,766) | $ (8,024) | $ (12,346) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (loss) | $ (8,089) | $ (12,346) |
Adjustments to reconcile net (loss) to net cash (used in) operating activities: | ||
Depreciation | 879 | 981 |
Amortization | 269 | 166 |
Provision for bad debts | 862 | 236 |
Stock-based compensation | 542 | 876 |
Change in fair value of acquisition note payable | (81) | 219 |
Change in fair value of warrant liability | (2,846) | 6,717 |
Amortization of debt issuance costs | 0 | 31 |
Amortization of discount on debt | 0 | 48 |
Gain on sale of India subsidiary | (9) | 0 |
Modification of 2017 Debt warrants | 83 | 0 |
Loss in equity method investment | 3 | 19 |
Loss on extinguishment of debt | 0 | 78 |
Changes in: | ||
Accounts receivable | 374 | (1,638) |
Other current assets | (467) | (370) |
Other non-current assets | 1 | 38 |
Accounts payable, accrued expenses and deferred revenue | 421 | (2,361) |
Deferred rent payable and other | (43) | (83) |
Net cash (used in) operating activities | (8,101) | (7,389) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | (529) | (400) |
Patent costs | (63) | (63) |
Purchase of cost method investment | 0 | (200) |
Cash received in the sale of India subsidiary, net of cash transferred | 1,551 | 0 |
Net cash provided by (used in) investing activities | 959 | (663) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principal payments on capital lease obligations | (160) | (101) |
Proceeds from warrant exercises | 0 | 1,771 |
Proceeds from option exercises | 0 | 4 |
Proceeds from borrowings on Silicon Valley Bank line of credit | 3,162 | 2,000 |
Repayment of borrowings on Silicon Valley Bank line of credit | (3,861) | 0 |
Proceeds from Partners for Growth IV, L.P. term note | 0 | 6,000 |
Principal payments on Silicon Valley Bank term note | 0 | (4,667) |
Payment of debt issuance costs and loan fees | 0 | (287) |
Net cash provided by (used in) financing activities | (859) | 4,720 |
Effect of foreign exchange rates on cash and cash equivalents and restricted cash | 61 | 0 |
Net (decrease) in cash and cash equivalents and restricted cash | (7,940) | (3,332) |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | ||
Beginning | 9,891 | 9,502 |
Ending | 1,951 | 6,170 |
SUPPLEMENTAL CASH FLOW DISCLOSURE | ||
Cash paid for interest | 638 | 410 |
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Fixed assets acquired through capital lease arrangements | 150 | 567 |
Derivative warrants issued with debt | 0 | 1,004 |
Fair value of warrants reclassified from liabilities to equity | 423 | 0 |
Accounts receivable, net | 365 | 0 |
Other current assets | (71) | 0 |
Fixed assets, net | 608 | 0 |
Goodwill | 735 | 0 |
Other noncurrent assets | 98 | 0 |
Accounts payable, accrued expenses and deferred revenue | (180) | 0 |
Deferred rent and other | (13) | 0 |
Gain on sale of India subsidiary | 9 | 0 |
Cash received in the sale of India subsidiary, net of cash transferred | $ 1,551 | $ 0 |
Organization, Description of Bu
Organization, Description of Business, Basis of Presentation, Recently Adopted Accounting Standards, Acquisition, Reclassifications and Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Description of Business, Basis of Presentation, Recently Adopted Accounting Standards, Acquisition, Reclassifications and Recent Accounting Pronouncements | Organization, Description of Business, Basis of Presentation, Recently Adopted Accounting Standards, Acquisition, Reclassifications and Recent Accounting Pronouncements We are an emerging leader in the field of precision medicine, enabling individualized therapies in the field of oncology through our 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 laboratories located in New Jersey, North Carolina, Pennsylvania, and Australia. Our laboratories comply with the highest regulatory standards as appropriate for the services we deliver including CLIA, CAP, New York State and California State, and are regularly audited by our biopharmaceutical customers under strict requirements for drug discovery and development. Our services are built on a foundation of world-class scientific knowledge and intellectual property in solid tumor 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, Pennsylvania facility, and we are 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. Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions for interim reporting as prescribed by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2017 , filed with the Securities and Exchange Commission on April 2, 2018. The consolidated balance sheet as of December 31, 2017 , included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. Interim financial results are not necessarily indicative of the results that may be expected for any future interim period or for the year ending December 31, 2018 . Recently Adopted Accounting Standards Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers.” The guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to a customer. The ASU replaces most existing revenue recognition guidance in U.S. GAAP. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers: Deferral of the Effective Date” which defers the effective date for ASU 2014-09 by one year. In March 2016, the FASB issued ASU 2016-08, “Principal versus Agent Considerations (Reporting Gross versus Net),” which clarifies the implementation guidance in ASU 2014-09 relating to principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing,” which clarifies guidance related to the impact of goods and services on a performance obligation and timing and pattern of recognition issues related to intellectual property contracts. In May 2016, the FASB issued ASU 2016-12, “Narrow-Scope Improvements and Practical Expedients,” which clarifies certain narrow provisions of ASU 2014-09. On January 1, 2018, we adopted these ASUs using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of accumulated deficit. Financial information for the six months ended June 30, 2017 has not been restated and continues to be reported under the accounting standards in effect for that period. The transition adjustment resulted in a net reduction to the opening balance of accumulated deficit of $2.5 million on January 1, 2018 and increased deferred revenue associated with Biopharma Services and Discovery Services by $1.9 million and $0.6 million , respectively, due to a change in our policies for recognized revenue for performance obligations fulfilled over time. In our Clinical Services area, the majority of the amounts historically charged as a provision for bad debts are now considered an implicit price concession in determining net revenue under Accounting Standards Codification (“ASC”) Topic 606. Accordingly, we now report uncollectible balances as a reduction in the transaction price, and therefore, as a reduction in net revenues rather than a component of selling, general and administrative expenses. The following table presents the amounts by which each line item in the Consolidated Statements of Operations and Other Comprehensive Loss was affected by adopting the new revenue recognition guidance for the three and six months ended June 30, 2018 (in thousands): Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 As Reported ASC 606 Adjustments Balances Without Adoption As Reported ASC 606 Adjustments Balances Without Adoption Revenue: Biopharma Services $ 3,591 $ (455 ) 3,136 7,249 $ (762 ) 6,487 Clinical Services 2,122 — 2,122 4,464 — 4,464 Discovery Services 1,323 (131 ) 1,192 2,990 (650 ) 2,340 $ 7,036 $ (586 ) $ 6,450 $ 14,703 $ (1,412 ) $ 13,291 The following table presents the amounts by which each line item in the Consolidated Balance Sheet was affected by adopting the new revenue recognition guidance at June 30, 2018 (in thousands): June 30, 2018 As Reported ASC 606 Adjustments Balances Without Adoption CURRENT LIABILITIES Deferred revenue Biopharma Services $ 1,161 $ (1,092 ) $ 69 Clinical Services — — — Discovery Services 843 — 843 $ 2,004 $ (1,092 ) $ 912 NON-CURRENT LIABILITIES Deferred revenue Biopharma Services $ 532 $ — $ 532 Clinical Services — — — Discovery Services 15 — 15 $ 547 $ — $ 547 STOCKHOLDERS' EQUITY Accumulated (deficit) $ (145,432 ) $ 1,092 $ (144,340 ) Restricted Cash Effective January 1, 2018, we adopted ASU 2016-18, which requires companies to include restricted cash accounts with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the Consolidated Statements of Cash Flows. Acquisition of vivoPharm On August 15, 2017, we purchased all of the outstanding stock of vivoPharm, with its principal place of business in Victoria, Australia, in a transaction valued at approximately $1.6 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. Prior to the acquisition, vivoPharm was a contract research organization (“CRO”) that specialized in planning and conducting unique, specialized studies to guide drug discovery and development programs with a concentration in oncology and immuno-oncology. The transaction is being accounted for using the acquisition method of accounting for business combinations in accordance with GAAP. Under this method, the total consideration transferred to consummate the acquisition is being allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the closing date of the acquisition. The acquisition method of accounting requires extensive use of estimates and judgments to allocate the consideration transferred to the identifiable tangible and intangible assets acquired and liabilities assumed. Accordingly, the allocation of the consideration transferred is preliminary and will be adjusted upon completion of the final valuation of the assets acquired and liabilities assumed. The final valuation is expected to be completed as soon as practicable but no later than twelve months after the closing date of the acquisition. As of June 30, 2018 , the valuation of the lab supplies, deferred revenue and deferred taxes is provisional. The estimated allocation of the purchase price as of August 15, 2017 consists of the following (in thousands): Cash $ 544 Accounts receivable 905 Lab supplies 350 Prepaid expenses and other current assets 60 Fixed assets 765 Intangible assets 3,160 Goodwill 5,960 Accounts payable and accrued expenses (913 ) Deferred revenue (814 ) Deferred rent and other (222 ) Obligations under capital leases (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, 2017 (in thousands except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2017 2017 Revenue $ 7,933 $ 16,070 Net loss (2,850 ) (12,642 ) Basic net loss per share $ (0.13 ) $ (0.57 ) Dilutive net loss per share (0.14 ) (0.57 ) The results of operations for the three and six months ended June 30, 2018 include the operations of vivoPharm, which accounted for approximately $1,280,000 and $2,708,000 of the Company’s consolidated Discovery Services revenue, respectively. The net income (loss) of vivoPharm cannot be determined, as its operations were integrated with Cancer Genetics. Restructuring During the three months ended June 30, 2018 , the Company adopted a plan to migrate its California operations to its New Jersey and North Carolina locations and to permanently close its California laboratory. The Company incurred approximately $733,000 of restructuring costs during the three and six months ended June 30, 2018 , which are included in general and administrative expenses on the Consolidated Statements of Operations and Other Comprehensive Loss. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. Recent Accounting Pronouncements In February 2016, the FASB issued guidance codified in ASC 842, Leases , which supersedes the guidance in former ASC 840, Leases , to increase transparency and comparability among organizations by requiring recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. The standard will become effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The guidance is required to be adopted at the earliest period presented using a modified retrospective approach. 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. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Going Concern At June 30, 2018 , our cash position and history of losses required management to assess our ability to continue operating as a going concern, according to FASB ASC 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The Company does not have sufficient cash at June 30, 2018 to fund normal operations for the next twelve months . In addition, the Company was in violation of certain financial covenants under its debt agreements at April 30, 2018. These covenant violations were waived on May 14, 2018 by Silicon Valley Bank (“SVB”) and Partners for Growth IV, L.P. (“PFG”). The SVB and PFG loan covenants were modified on June 21, 2018 and June 30, 2018, respectively; however, the Company was in violation of certain of the modified covenants at May 31, 2018 and June 30, 2018 and expects to be in violation of these covenants at July 31, 2018. The Company's ability to continue as a going concern is dependent on the Company’s ability to obtain waivers of its covenant violations, modify its existing debt, 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. Net cash used in operating activities was $8.1 million and $7.4 million for the six months ended June 30, 2018 and 2017, respectively, and the Company had unrestricted cash and cash equivalents of $1.6 million at June 30, 2018 , a reduction from $9.5 million at December 31, 2017. The Company has negative working capital at June 30, 2018 of $7.3 million . The Company currently requires a significant amount of additional capital to fund operations and pay its accounts payable, and its ability to continue as a going concern is dependent upon its ability to raise such additional capital and achieve profitability. If the Company is not able to raise such additional capital on a timely basis or on favorable terms, the Company may need to scale back or, in extreme cases, discontinue its operations or liquidate its assets. We have hired Raymond James & Associates, Inc. as our financial advisor to assist with evaluating strategic options. Such options 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. |
Revenue and Accounts Receivable
Revenue and Accounts Receivable | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Revenue and Accounts Receivable | Revenue and Accounts Receivable Revenue by service type for the three and six months ended June 30, 2018 and 2017 is comprised of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Biopharma Services $ 3,591 $ 3,288 7,249 $ 7,007 Clinical Services 2,122 3,053 4,464 6,007 Discovery Services 1,323 263 2,990 556 $ 7,036 $ 6,604 $ 14,703 $ 13,570 The table above includes approximately $1,280,000 and $2,708,000 of Discovery Services revenue from our acquisition of vivoPharm for the three and six months ended June 30, 2018 , respectively. Accounts receivable by service type at June 30, 2018 and December 31, 2017 consists of the following (in thousands): June 30, December 31, Biopharma Services $ 3,350 $ 3,746 Clinical Services 12,292 12,205 Discovery Services 1,116 1,546 Allowance for doubtful accounts (7,401 ) (6,539 ) $ 9,357 $ 10,958 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 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, or directly to patients. Discovery Services are services that provide the tools and testing methods for companies and researchers seeking to identify new DNA-based biomarkers for disease. The breakdown of our Clinical Services revenue (as a percent of total revenue) is as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Medicare 9% 16% 11% 15% Other third party payors 21% 30% 19% 29% 30% 46% 30% 44% 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, except with biopharmaceutical companies. During the three months ended June 30, 2018 , we began using our billing system to calculate test counts as opposed to our laboratory information systems, as we believe it more closely aligns the volume of tests with the tests on which we calculate expected collection prices. The billing software may count a test differently than our laboratory information systems have in prior periods. The top five test ordering sites during the three months ended June 30, 2018 and 2017 accounted for approximately 30% and 50% of our testing volumes, respectively. During the three months ended June 30, 2018 , there were no customers that accounted for more than 10% of our total revenue. During the three months ended June 30, 2017 , there was one biopharmaceutical company which accounted for approximately 12% of our total revenue. The top five test ordering sites during the six months ended June 30, 2018 and 2017 accounted for approximately 31% and 41% of our testing volumes, respectively. During the six months ended June 30, 2018 , there were no customers that accounted for more than 10% of our total revenue. During the six months ended June 30, 2017 , there was one biopharmaceutical company which accounted for approximately 11% of our total revenue. We record deferred revenues (contract liabilities) when cash payments are received or due in advance of our performance, including amounts which are refundable. Performance Obligations : Biopharma Services Clinical Services Discovery Services Performance Obligation Satisfaction and Revenue Recognition: Performance obligations are satisfied at a point in time as the Company processes samples delivered by the customer. Project level activities, including study setup and project management, are satisfied over the life of the contract. Revenues are recognized at a point in time when the test results or other deliverables are reported to the customer. Project level fee revenue is recognized ratably over the life of the contract. Performance obligations are satisfied at a point in time when the tests are reported to the customer. Revenues are recognized at a point in time when the test results are reported to the ordering site. Performance obligations are satisfied over time and revenue is recognized using the time elapsed method as the Company delivers study results to the customers. Significant Payment Terms: Monthly invoices at a contractual rate are generated as services are delivered for work completed during the prior month. Some contracts have prepayments prior to services being rendered that are recorded as deferred revenue. The Company invoices at its list price or contractually negotiated price. Payments realized vary from amounts invoiced. Accordingly, the Company estimates the variable consideration it expects to collect. As results are delivered, the invoices are generated based on contractual rates. Some contracts have prepayments prior to services being rendered that are recorded as deferred revenue. Nature of Services: Biopharma testing services, study setup and study management Clinical testing services Discovery services Remaining Performance Obligations : Services offered under the Biopharma and Discovery Services frequently take time to complete under their respective contacts. These times vary depending on specific contract arrangements like the length of the study in the case of Discovery Services and how samples are delivered to us for processing in the case of Biopharma Services. In the case of Clinical Services and Discovery Services, the duration of performance obligation is less than one year . As of June 30, 2018 the Company had approximately $15.3 million in remaining performance obligations in the Biopharma Services area. We expect to recognize the remaining performance obligations over the next two years . Practical Expedients : Our customer arrangements in Biopharma Services and Discovery Services do not contain any significant financing component (interest). We have not recognized the financing component in the case of Clinical Services, as the payment plans we may grant to our self-pay customers do not to exceed six months . We do not incur any incremental costs to obtain or fulfill our customer contracts that require capitalization under the new revenue standard and have elected the practical expedient afforded by the new revenue standard to expense such costs as incurred. We exclude from the measurement of the transaction price all taxes that we collect from customers that are assessed by governmental authorities and are both imposed on and concurrent with specific revenue-producing transactions. |
Sale of India Subsidiary
Sale of India Subsidiary | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of India Subsidiary | Sale of India Subsidiary On April 26, 2018, we sold our India subsidiary, BioServe Biotechnologies (India) Private Limited (“BioServe”) to Reprocell, Inc., for $1.9 million , including $1.6 million in cash at closing and up to an additional $300,000 , which is recorded in other current assets in our Consolidated Balance Sheet at June 30, 2018. The additional $300,000 is contingent upon the India subsidiary meeting a specified revenue target in 2018. As a result of this transaction, we recognized a gain of approximately $9,000 on the disposal of BioServe, which is included in other income (expense) in our Consolidated Statements of Operations and Other Comprehensive Loss. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share For purposes of this calculation, stock warrants, outstanding stock options and unvested restricted shares are considered common stock equivalents using the treasury stock method, and are the only such equivalents outstanding. Basic net loss and diluted net loss per share data were computed as follows (in thousands except per share data): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Numerator: Net (loss) for basic earnings per share $ (3,633 ) $ (2,766 ) $ (8,089 ) $ (12,346 ) Change in fair value of warrant liability — 577 — — Net (loss) for diluted earnings per share $ (3,633 ) $ (3,343 ) $ (8,089 ) $ (12,346 ) Denominator: Weighted-average basic common shares outstanding 27,049 19,697 27,049 19,301 Assumed conversion of dilutive securities: Common stock purchase warrants — 966 — — Potentially dilutive common shares — 966 — — Denominator for diluted earnings per share – adjusted weighted-average shares 27,049 20,663 27,049 19,301 Basic net (loss) per share $ (0.13 ) $ (0.14 ) $ (0.30 ) $ (0.64 ) Diluted net (loss) per share $ (0.13 ) $ (0.16 ) $ (0.30 ) $ (0.64 ) The following table summarizes equivalent units outstanding that were excluded from the earnings per share calculation because their effects were anti-dilutive (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Common stock purchase warrants 10,055 4,163 10,055 6,599 Stock options 3,085 2,578 3,085 2,578 Restricted shares of common stock 57 75 57 75 13,197 6,816 13,197 9,252 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt Term Note and Line of Credit On March 22, 2017, we entered into a two year asset-based revolving line of credit agreement (“ABL”) with SVB. The SVB credit facility provides for an ABL for an amount not to exceed the lesser of (a) $6.0 million or (b) 80% of eligible accounts receivable plus the lesser of 50% of the net collectible value of third party accounts receivable or three ( 3 ) times the average monthly collection amount of third party accounts receivable over the previous quarter. The ABL requires monthly interest payments at the Wall Street Journal prime rate plus 1.50% ( 6.50% at June 30, 2018 ) and matures on March 22, 2019. We also pay a fee of 0.25% per year on the average unused portion of the ABL. At June 30, 2018 , we have borrowed approximately $3.4 million on the ABL, which is the maximum amount allowed based on eligible accounts receivable. We concurrently entered into a three year $6.0 million term loan agreement (“PFG Term Note”) with 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. We may prepay the PFG Term Note in whole or part at any time without penalty. 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 April 30, 2018, we were in violation of certain financial covenants. These covenant violations were waived on May 14, 2018 by SVB and PFG. The SVB and PFG loan covenants were modified on June 21, 2018 and June 30, 2018, respectively; in conjunction with these modifications. The Company incurred approximately $208,000 of debt modification costs that were expensed due to violating the modified covenants as of May 31, 2018 and June 30, 2018. In addition, the Company expects to be in violation of certain of the modified covenants at July 31, 2018. The Company is in discussions with its lenders to obtain waivers of these loan covenants. Our obligations to SVB under the ABL facility are secured by a first priority security interest on substantially all of our assets, and our obligations under the PFG Term Note are secured by a second priority security interest subordinated to the SVB lien. In connection with the PFG Term Note, we issued seven year warrants to the lenders to purchase an aggregate of 443,262 shares of our common stock at an exercise price of $2.82 per share (the “PFG Warrants”). On June 30, 2018, the PFG Warrants were amended to reduce the exercise price to $0.92 per share. At June 30, 2018 , the principal amount of the PFG Term Note of $6,000,000 is due in 2020. Because we are in violation of certain financial covenants at May 31, 2018 and June 30, 2018 and have not obtained waivers from our lenders, the PFG Term Note is presented as a current liability. Convertible Debt On July 17, 2018, the Company entered into an agreement pursuant to which the Company issued a convertible promissory note to an institutional accredited investor in the initial principal amount of $2,625,000 . The Company received consideration of $2,500,000 , reflecting an original issue discount of $100,000 and expenses payable by the Company of $25,000 . The convertible note has an 18 month term and carries interest at 10% per annum. The note is convertible into shares of the Company’s common stock at a conversion price of $0.80 per share. See Note 14 for additional information. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation We have two equity incentive plans: the 2008 Stock Option Plan (the “2008 Plan”) and the 2011 Equity Incentive Plan (the “2011 Plan”, and together with the 2008 Plan, the “Stock Option Plans”). The Stock Option Plans are meant to provide additional incentive to officers, employees and consultants to remain in our employment. Options granted are generally exercisable for up to 10 years . At June 30, 2018 , 145,753 shares remain available for future awards under the 2011 Plan. Effective April 9, 2018, the Company is no longer able to issue options from the 2008 Plan. A summary of employee and non-employee stock option activity for the six months ended June 30, 2018 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, 2018 2,844 $ 7.00 6.96 $ 4 Granted 657 0.89 Cancelled or expired (416 ) 5.98 Outstanding June 30, 2018 3,085 $ 5.84 6.34 $ — Exercisable June 30, 2018 1,776 $ 8.70 4.18 $ — Aggregate intrinsic value represents the difference between the fair value of our common stock and the exercise price of outstanding, in-the-money options. As of June 30, 2018 , total unrecognized compensation cost related to non-vested stock options granted to employees was $1,546,522 which we expect to recognize over the next 2.97 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. Forfeitures will be recorded when they occur. 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: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Volatility 77.81 % 76.91 % 77.81 % 74.31 % Risk free interest rate 2.89 % 1.87 % 2.89 % 1.99 % Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Term (years) 6.49 5.90 6.49 5.98 Weighted-average fair value of options granted during the period $ 0.63 $ 2.75 $ 0.63 $ 1.88 In May 2014, we issued 200,000 options to a Director with an exercise price of $15.89 . See Note 12 for additional information. The following table presents the weighted-average assumptions used to estimate the fair value of options reaching their measurement date for non-employees during the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2017 2017 Volatility 76.39 % 76.90 % Risk free interest rate 2.19 % 2.21 % Dividend yield 0.00 % 0.00 % Term (years) 6.89 7.02 Restricted stock awards have been granted to employees, directors and consultants as compensation for services. At June 30, 2018 , there was $117,763 of unrecognized compensation cost related to non-vested restricted stock granted to employees and directors; we expect to recognize the cost over 1.13 years. The following table summarizes the activities for our non-vested restricted stock awards for the six months ended June 30, 2018 : Non-vested Restricted Stock Awards Number of Weighted-Average Grant Date Fair Value Non-vested at January 1, 2018 91 $ 4.21 Vested (11 ) 4.58 Cancelled (23 ) 6.66 Non-vested at June 30, 2018 57 $ 3.16 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): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Cost of revenues $ 90 $ 69 $ 181 $ 128 Research and development 16 49 31 99 General and administrative 140 293 298 593 Sales and marketing 22 30 32 56 Total stock-based compensation $ 268 $ 441 $ 542 $ 876 |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Warrants | Warrants The following table summarizes the warrant activity for the six months ended June 30, 2018 (in thousands, except exercise price): Issued With / For Exercise Warrants Transfer Between Derivative Warrants and Non-Derivative Warrants Warrants Outstanding June 30, 2018 Non-Derivative Warrants: Financing $ 10.00 243 — 243 Financing 15.00 276 — 276 2015 Offering 5.00 3,450 — 3,450 2017 Debt 0.92 B — 443 443 Total non-derivative warrants 5.49 C 3,969 443 4,412 Derivative Warrants: 2016 Offerings 2.25 A 1,968 — 1,968 2017 Debt 2.82 B 443 (443 ) — 2017 Offering 2.35 A 3,500 — 3,500 2017 Offering 2.50 A 175 — 175 Total derivative warrants 2.32 C 6,086 (443 ) 5,643 Total $ 3.71 C 10,055 — 10,055 A These warrants are subject to fair value accounting and contain a contingent net cash settlement feature. See Note 9. B These warrants were subject to fair value accounting until the number of shares issuable upon the exercise of the warrants became fixed on April 2, 2018. Effective June 30, 2018, the exercise price was reduced from $2.82 per share to $0.92 per share. See Note 9. C Weighted-average exercise prices are as of June 30, 2018 . |
Fair Value of Warrants
Fair Value of Warrants | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Warrants | Fair Value of Warrants The following table summarizes the derivative warrant activity subject to fair value accounting for the six months ended June 30, 2018 (in thousands): Issued with/for Fair value of warrants Change in fair Reclassification of warrants from liability to equity Fair value of warrants 2016 Offerings $ 1,929 $ (1,091 ) $ — $ 838 2017 Debt 501 (78 ) (423 ) — 2017 Offering 1,973 (1,677 ) — 296 $ 4,403 $ (2,846 ) $ (423 ) $ 1,134 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 were valued using a Monte Carlo model. The derivative warrants issued in conjunction with the 2017 Offering are valued using a Black-Scholes model. Effective April 2, 2018, the number of shares issuable under the 2017 Debt refinancing became fixed at 443,262 , causing the warrants to be reclassified to equity. 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, exercise or reclassification to equity during the three and six months ended June 30, 2018 and 2017 , and at June 30, 2018 and December 31, 2017 . Exercised During the 2016 Offerings As of June 30, 2018 As of December 31, 2017 Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Exercise price $ 2.25 $ 2.25 $ 2.25 $ 2.25 Expected life (years) 3.58 4.08 4.51 4.79 Expected volatility 100.00 % 73.44 % 77.11 % 76.29 % Risk-free interest rate 2.63 % 2.11 % 1.80 % 1.94 % Expected dividend yield — % — % — % — % 2017 Debt As of December 31, 2017 Reclassified to Equity During the Three and Six Months Ended June 30, 2018 Issued During the Six Months Ended June 30, 2017 Exercise price $ 2.82 $ 2.82 $ 2.82 Expected life (years) 6.22 5.97 7.00 Expected volatility 74.18 % 73.40 % 74.61 % Risk-free interest rate 2.33 % — % 2.22 % Expected dividend yield — % 2.55 % — % 2017 Offering As of June 30, 2018 As of December 31, 2017 Exercise price $ 2.36 $ 2.36 Expected life (years) 0.94 1.43 Expected volatility 89.49 % 77.55 % Risk-free interest rate 2.33 % 1.83 % Expected dividend yield — % — % |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Fair Value Measurements and Disclosures Topic of the FASB ASC requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, the Topic establishes a fair value hierarchy for valuation inputs that give the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that we have the ability to access as of the measurement date. Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect our own assumptions about the assumptions that market participants would use in pricing an asset or liability. The following table summarizes the financial liabilities measured at fair value on a recurring basis segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): June 30, 2018 Total Quoted Prices in Significant Other Significant Warrant liability $ 1,134 $ — $ — $ 1,134 Note payable 75 — — 75 $ 1,209 $ — $ — $ 1,209 December 31, 2017 Total Quoted Prices in Significant Other Significant Warrant liability $ 4,403 $ — $ — $ 4,403 Note payable 156 — — 156 $ 4,559 $ — $ — $ 4,559 At June 30, 2018 and December 31, 2017 , the Company had a liability payable to VenturEast from a prior acquisition. The ultimate payment to VenturEast will be the fair value of 84,278 shares of our common stock at the time of payment. During the three months ended June 30, 2018 and 2017 , we recognized a gain of approximately $64,000 and $13,000 , respectively, due to the change in value of the note. During the six months ended June 30, 2018 and 2017 , we recognized a gain of approximately $81,000 and a loss of approximately $219,000 , respectively, due to changes in our stock price. At June 30, 2018 , the warrant liability consists of stock warrants issued as part of the 2016 Offerings and 2017 Offering that contain contingent redemption features. In accordance with derivative accounting for warrants, we calculated the fair value of warrants and the assumptions used are described in Note 9, “Fair Value of Warrants.” During the three months ended June 30, 2018 and 2017 , we recognized gains of approximately $2,154,000 and $577,000 , respectively, on the derivative warrants due to the decrease in our stock price. During the six months ended June 30, 2018 , we recognized a gain of approximately $2,846,000 on the derivative warrants due to changes in our stock price. During the six months ended June 30, 2017 , we recorded a loss of approximately $6,717,000 on the derivative warrants due to changes in our stock price. Realized and unrealized gains and losses related to the change in fair value of the VenturEast note and warrant liability are included in other income (expense) on the Consolidated Statements of Operations and Other Comprehensive Loss. The following table summarizes the activity of the note payable to VenturEast and of our derivative warrants, which was measured at fair value using Level 3 inputs (in thousands): Note Payable Warrant to VenturEast Liability Fair value at December 31, 2017 $ 156 $ 4,403 Fair value of warrants reclassified to equity — (423 ) Change in fair value (81 ) (2,846 ) Fair value at June 30, 2018 $ 75 $ 1,134 |
Joint Venture Agreement
Joint Venture Agreement | 6 Months Ended |
Jun. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint Venture Agreement | Joint Venture Agreement In November 2011 , we entered into an affiliation agreement with the Mayo Foundation for Medical Education and Research (“Mayo”), subsequently amended. Under the agreement, we formed a joint venture with Mayo in May 2013 to focus on developing oncology diagnostic services and tests utilizing next generation sequencing. The joint venture is a limited liability company, with each party initially holding fifty percent of the issued and outstanding membership interests of the new entity (the “JV”). The agreement requires aggregate capital contributions by us of up to $6.0 million , of which $2.0 million has been paid to date. The timing of the remaining installments is subject to the JV's achievement of certain operational milestones agreed upon by the board of governors of the JV. In exchange for its membership interest, Mayo’s capital contribution takes the form of cash, staff, services, hardware and software resources, laboratory space and instrumentation, the fair market value of which will be approximately equal to $6.0 million . Mayo’s continued contribution will also be conditioned upon the JV’s achievement of certain milestones. Our share of the JV’s net loss was approximately $1,000 and $7,000 for the three months ended June 30, 2018 and 2017 , respectively, and is included in research and development expense on the Consolidated Statements of Operations and Other Comprehensive Loss. Our share of the JV’s net loss was approximately $3,000 and $19,000 for the six months ended June 30, 2018 and 2017 , respectively, and is included in research and development expense on the Consolidated Statements of Operations and Other Comprehensive Loss. We have a net receivable due from the JV of approximately $10,000 at June 30, 2018 , which is included in other assets in the Consolidated Balance Sheets. The joint venture is considered a variable interest entity under ASC 810-10, but we are not the primary beneficiary as we do not have the power to direct the activities of the JV that most significantly impact its performance. Our evaluation of ability to impact performance is based on our equal board membership and voting rights and day-to-day management functions which are performed by the Mayo personnel. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions We have a consulting agreement with Equity Dynamics, Inc. (“EDI”), an entity controlled by John Pappajohn, effective April 1, 2014 pursuant to which EDI receives a monthly fee of $10,000 . Total expenses for each of the three months ended June 30, 2018 and 2017 were $30,000 . Total expenses for each of the six months ended June 30, 2018 and 2017 were $60,000 . As of June 30, 2018 , we owed EDI $50,000 . Pursuant to a consulting and advisory agreement that ended December 31, 2016, Dr. Chaganti received an option to purchase 200,000 shares of our common stock at a purchase price of $15.89 per share vesting over a period of four years. Total non-cash stock-based compensation recognized under the consulting agreement for the three months ended June 30, 2018 and 2017 was $0 and $23,875 , respectively. Total non-cash stock-based compensation recognized under the consulting agreement for the six months ended June 30, 2018 and 2017 was $0 and $49,500 , respectively. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies On April 5, 2018 and April 12, 2018, purported stockholders of the Company filed nearly identical putative class action lawsuits in the U.S. District Court for the District of New Jersey, against the Company, Panna L. Sharma, John A. Roberts, and Igor Gitelman, captioned Ben Phetteplace v. Cancer Genetics, Inc. et al. , No. 2:18-cv-05612 and Ruo Fen Zhang v. Cancer Genetics, Inc. et al ., No. 2:18-06353, respectively. The complaints allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 based on allegedly false and misleading statements and omissions regarding our business, operational, and financial results. The lawsuits seek, among other things, unspecified compensatory damages in connection with purchases of our stock between March 23, 2017 and April 2, 2018, as well as interest, attorneys’ fees, and costs. The Company is unable to predict the ultimate outcome of these actions and therefore cannot estimate possible losses or ranges of losses, if any. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On July 17, 2018, the Company entered into a Securities Purchase Agreement (the “Agreement”) pursuant to which the Company issued a convertible promissory note (the “Note”) to an institutional accredited investor (the “Investor”) in the initial principal amount of $2,625,000 . The Investor gave consideration of $2,500,000 , reflecting original issue discount of $100,000 and expenses payable by the Company of $25,000 . The Company anticipates to use the proceeds for general working capital. The Note is the general unsecured obligation of the Company and is subordinated in right of payment to the Amended and Restated Loan and Security Agreement between the Company, certain of its wholly-owned subsidiaries and SVB, dated March 22, 2017, as amended, and to the Loan and Security Agreement between the Company, certain of its wholly-owned subsidiaries and PFG, dated March 22, 2017, as amended. Interest accrues on the outstanding balance of the Note at 10% per annum, and the Note has an 18 month term. Upon the occurrence of an event of default, interest accrues at the lesser of 22% per annum or the maximum rate permitted by applicable law. The Note contains customary default provisions, including provisions for potential acceleration. The Investor may convert all or any part the outstanding balance of the Note into shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) at an initial conversion price of $0.80 per share (the “Conversion Price”), at any time after the issue date upon five trading days’ notice, subject to certain adjustments and ownership limitations specified in the Note. The Note provides for liquidated damages upon failure to deliver Common Stock within specified timeframes. The Investor may redeem any portion of the Note, at any time after six months from the issue date upon five trading days’ notice, subject to a maximum monthly redemption amount of $650,000 , with the Company having the option to pay such redemptions in cash, in Common Stock at the Conversion Price, or by a combination thereof, subject to certain conditions specified in the Note. The Company may prepay the outstanding balance of the Note, in part or in full, at a 10% premium to par value if prior to the one year anniversary of the date of issuance and at par if prepaid thereafter. At maturity, the Company may pay the outstanding balance of the Note in cash, in Common Stock, or by a combination thereof, subject to certain conditions specified in the Note. |
Organization, Description of 20
Organization, Description of Business, Basis of Presentation, Recently Adopted Accounting Standards, Acquisition, Reclassifications and Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions for interim reporting as prescribed by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2017 , filed with the Securities and Exchange Commission on April 2, 2018. The consolidated balance sheet as of December 31, 2017 , included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. Interim financial results are not necessarily indicative of the results that may be expected for any future interim period or for the year ending December 31, 2018 . |
Acquisitions | The transaction is being accounted for using the acquisition method of accounting for business combinations in accordance with GAAP. Under this method, the total consideration transferred to consummate the acquisition is being allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the closing date of the acquisition. The acquisition method of accounting requires extensive use of estimates and judgments to allocate the consideration transferred to the identifiable tangible and intangible assets acquired and liabilities assumed. |
Revenue Recognition | Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers.” The guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to a customer. The ASU replaces most existing revenue recognition guidance in U.S. GAAP. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers: Deferral of the Effective Date” which defers the effective date for ASU 2014-09 by one year. In March 2016, the FASB issued ASU 2016-08, “Principal versus Agent Considerations (Reporting Gross versus Net),” which clarifies the implementation guidance in ASU 2014-09 relating to principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing,” which clarifies guidance related to the impact of goods and services on a performance obligation and timing and pattern of recognition issues related to intellectual property contracts. In May 2016, the FASB issued ASU 2016-12, “Narrow-Scope Improvements and Practical Expedients,” which clarifies certain narrow provisions of ASU 2014-09. On January 1, 2018, we adopted these ASUs using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of accumulated deficit. Financial information for the six months ended June 30, 2017 has not been restated and continues to be reported under the accounting standards in effect for that period. The transition adjustment resulted in a net reduction to the opening balance of accumulated deficit of $2.5 million on January 1, 2018 and increased deferred revenue associated with Biopharma Services and Discovery Services by $1.9 million and $0.6 million , respectively, due to a change in our policies for recognized revenue for performance obligations fulfilled over time. In our Clinical Services area, the majority of the amounts historically charged as a provision for bad debts are now considered an implicit price concession in determining net revenue under Accounting Standards Codification (“ASC”) Topic 606. Accordingly, we now report uncollectible balances as a reduction in the transaction price, and therefore, as a reduction in net revenues rather than a component of selling, general and administrative expenses. |
Recently Adopted Accounting Standards and Recent Accounting Pronouncements | Recently Adopted Accounting Standards Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers.” The guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to a customer. The ASU replaces most existing revenue recognition guidance in U.S. GAAP. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers: Deferral of the Effective Date” which defers the effective date for ASU 2014-09 by one year. In March 2016, the FASB issued ASU 2016-08, “Principal versus Agent Considerations (Reporting Gross versus Net),” which clarifies the implementation guidance in ASU 2014-09 relating to principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing,” which clarifies guidance related to the impact of goods and services on a performance obligation and timing and pattern of recognition issues related to intellectual property contracts. In May 2016, the FASB issued ASU 2016-12, “Narrow-Scope Improvements and Practical Expedients,” which clarifies certain narrow provisions of ASU 2014-09. On January 1, 2018, we adopted these ASUs using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of accumulated deficit. Financial information for the six months ended June 30, 2017 has not been restated and continues to be reported under the accounting standards in effect for that period. The transition adjustment resulted in a net reduction to the opening balance of accumulated deficit of $2.5 million on January 1, 2018 and increased deferred revenue associated with Biopharma Services and Discovery Services by $1.9 million and $0.6 million , respectively, due to a change in our policies for recognized revenue for performance obligations fulfilled over time. In our Clinical Services area, the majority of the amounts historically charged as a provision for bad debts are now considered an implicit price concession in determining net revenue under Accounting Standards Codification (“ASC”) Topic 606. Accordingly, we now report uncollectible balances as a reduction in the transaction price, and therefore, as a reduction in net revenues rather than a component of selling, general and administrative expenses. The following table presents the amounts by which each line item in the Consolidated Statements of Operations and Other Comprehensive Loss was affected by adopting the new revenue recognition guidance for the three and six months ended June 30, 2018 (in thousands): Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 As Reported ASC 606 Adjustments Balances Without Adoption As Reported ASC 606 Adjustments Balances Without Adoption Revenue: Biopharma Services $ 3,591 $ (455 ) 3,136 7,249 $ (762 ) 6,487 Clinical Services 2,122 — 2,122 4,464 — 4,464 Discovery Services 1,323 (131 ) 1,192 2,990 (650 ) 2,340 $ 7,036 $ (586 ) $ 6,450 $ 14,703 $ (1,412 ) $ 13,291 The following table presents the amounts by which each line item in the Consolidated Balance Sheet was affected by adopting the new revenue recognition guidance at June 30, 2018 (in thousands): June 30, 2018 As Reported ASC 606 Adjustments Balances Without Adoption CURRENT LIABILITIES Deferred revenue Biopharma Services $ 1,161 $ (1,092 ) $ 69 Clinical Services — — — Discovery Services 843 — 843 $ 2,004 $ (1,092 ) $ 912 NON-CURRENT LIABILITIES Deferred revenue Biopharma Services $ 532 $ — $ 532 Clinical Services — — — Discovery Services 15 — 15 $ 547 $ — $ 547 STOCKHOLDERS' EQUITY Accumulated (deficit) $ (145,432 ) $ 1,092 $ (144,340 ) Restricted Cash Effective January 1, 2018, we adopted ASU 2016-18, which requires companies to include restricted cash accounts with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the Consolidated Statements of Cash Flows. Recent Accounting Pronouncements In February 2016, the FASB issued guidance codified in ASC 842, Leases , which supersedes the guidance in former ASC 840, Leases , to increase transparency and comparability among organizations by requiring recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. The standard will become effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The guidance is required to be adopted at the earliest period presented using a modified retrospective approach. 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. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. |
Organization, Description of 21
Organization, Description of Business, Basis of Presentation, Recently Adopted Accounting Standards, Acquisition, Reclassifications and Recent Accounting Pronouncements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Financial Statement Line Items Affected by Adoption of New Revenue Recognition Guidance | The following table presents the amounts by which each line item in the Consolidated Statements of Operations and Other Comprehensive Loss was affected by adopting the new revenue recognition guidance for the three and six months ended June 30, 2018 (in thousands): Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 As Reported ASC 606 Adjustments Balances Without Adoption As Reported ASC 606 Adjustments Balances Without Adoption Revenue: Biopharma Services $ 3,591 $ (455 ) 3,136 7,249 $ (762 ) 6,487 Clinical Services 2,122 — 2,122 4,464 — 4,464 Discovery Services 1,323 (131 ) 1,192 2,990 (650 ) 2,340 $ 7,036 $ (586 ) $ 6,450 $ 14,703 $ (1,412 ) $ 13,291 The following table presents the amounts by which each line item in the Consolidated Balance Sheet was affected by adopting the new revenue recognition guidance at June 30, 2018 (in thousands): June 30, 2018 As Reported ASC 606 Adjustments Balances Without Adoption CURRENT LIABILITIES Deferred revenue Biopharma Services $ 1,161 $ (1,092 ) $ 69 Clinical Services — — — Discovery Services 843 — 843 $ 2,004 $ (1,092 ) $ 912 NON-CURRENT LIABILITIES Deferred revenue Biopharma Services $ 532 $ — $ 532 Clinical Services — — — Discovery Services 15 — 15 $ 547 $ — $ 547 STOCKHOLDERS' EQUITY Accumulated (deficit) $ (145,432 ) $ 1,092 $ (144,340 ) |
Assets and Liabilities Acquired in Business Acquisition | The estimated allocation of the purchase price as of August 15, 2017 consists of the following (in thousands): Cash $ 544 Accounts receivable 905 Lab supplies 350 Prepaid expenses and other current assets 60 Fixed assets 765 Intangible assets 3,160 Goodwill 5,960 Accounts payable and accrued expenses (913 ) Deferred revenue (814 ) Deferred rent and other (222 ) Obligations under capital leases (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, 2017 (in thousands except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2017 2017 Revenue $ 7,933 $ 16,070 Net loss (2,850 ) (12,642 ) Basic net loss per share $ (0.13 ) $ (0.57 ) Dilutive net loss per share (0.14 ) (0.57 ) |
Revenue and Accounts Receivab22
Revenue and Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Schedule of revenue by service type | Revenue by service type for the three and six months ended June 30, 2018 and 2017 is comprised of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Biopharma Services $ 3,591 $ 3,288 7,249 $ 7,007 Clinical Services 2,122 3,053 4,464 6,007 Discovery Services 1,323 263 2,990 556 $ 7,036 $ 6,604 $ 14,703 $ 13,570 |
Schedule of accounts receivable by service type | Accounts receivable by service type at June 30, 2018 and December 31, 2017 consists of the following (in thousands): June 30, December 31, Biopharma Services $ 3,350 $ 3,746 Clinical Services 12,292 12,205 Discovery Services 1,116 1,546 Allowance for doubtful accounts (7,401 ) (6,539 ) $ 9,357 $ 10,958 |
Schedule of clinical services revenue (as a percent of total revenue) | The breakdown of our Clinical Services revenue (as a percent of total revenue) is as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Medicare 9% 16% 11% 15% Other third party payors 21% 30% 19% 29% 30% 46% 30% 44% |
Schedule of description of remaining performance obligation terms | Performance Obligations : Biopharma Services Clinical Services Discovery Services Performance Obligation Satisfaction and Revenue Recognition: Performance obligations are satisfied at a point in time as the Company processes samples delivered by the customer. Project level activities, including study setup and project management, are satisfied over the life of the contract. Revenues are recognized at a point in time when the test results or other deliverables are reported to the customer. Project level fee revenue is recognized ratably over the life of the contract. Performance obligations are satisfied at a point in time when the tests are reported to the customer. Revenues are recognized at a point in time when the test results are reported to the ordering site. Performance obligations are satisfied over time and revenue is recognized using the time elapsed method as the Company delivers study results to the customers. Significant Payment Terms: Monthly invoices at a contractual rate are generated as services are delivered for work completed during the prior month. Some contracts have prepayments prior to services being rendered that are recorded as deferred revenue. The Company invoices at its list price or contractually negotiated price. Payments realized vary from amounts invoiced. Accordingly, the Company estimates the variable consideration it expects to collect. As results are delivered, the invoices are generated based on contractual rates. Some contracts have prepayments prior to services being rendered that are recorded as deferred revenue. Nature of Services: Biopharma testing services, study setup and study management Clinical testing services Discovery services |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of basic net loss and diluted net loss per share | Basic net loss and diluted net loss per share data were computed as follows (in thousands except per share data): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Numerator: Net (loss) for basic earnings per share $ (3,633 ) $ (2,766 ) $ (8,089 ) $ (12,346 ) Change in fair value of warrant liability — 577 — — Net (loss) for diluted earnings per share $ (3,633 ) $ (3,343 ) $ (8,089 ) $ (12,346 ) Denominator: Weighted-average basic common shares outstanding 27,049 19,697 27,049 19,301 Assumed conversion of dilutive securities: Common stock purchase warrants — 966 — — Potentially dilutive common shares — 966 — — Denominator for diluted earnings per share – adjusted weighted-average shares 27,049 20,663 27,049 19,301 Basic net (loss) per share $ (0.13 ) $ (0.14 ) $ (0.30 ) $ (0.64 ) Diluted net (loss) per share $ (0.13 ) $ (0.16 ) $ (0.30 ) $ (0.64 ) |
Summary of anti-dilutive equivalent units outstanding excluded from earnings per share calculation | The following table summarizes equivalent units outstanding that were excluded from the earnings per share calculation because their effects were anti-dilutive (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Common stock purchase warrants 10,055 4,163 10,055 6,599 Stock options 3,085 2,578 3,085 2,578 Restricted shares of common stock 57 75 57 75 13,197 6,816 13,197 9,252 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 six months ended June 30, 2018 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, 2018 2,844 $ 7.00 6.96 $ 4 Granted 657 0.89 Cancelled or expired (416 ) 5.98 Outstanding June 30, 2018 3,085 $ 5.84 6.34 $ — Exercisable June 30, 2018 1,776 $ 8.70 4.18 $ — |
Weighted-average assumptions used to estimate fair value of options granted | The following table presents the weighted-average assumptions used to estimate the fair value of options reaching their measurement date for non-employees during the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2017 2017 Volatility 76.39 % 76.90 % Risk free interest rate 2.19 % 2.21 % Dividend yield 0.00 % 0.00 % Term (years) 6.89 7.02 The following table presents the weighted-average assumptions used to estimate the fair value of options granted to employees during the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Volatility 77.81 % 76.91 % 77.81 % 74.31 % Risk free interest rate 2.89 % 1.87 % 2.89 % 1.99 % Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Term (years) 6.49 5.90 6.49 5.98 Weighted-average fair value of options granted during the period $ 0.63 $ 2.75 $ 0.63 $ 1.88 |
Nonvested restricted stock shares activity | The following table summarizes the activities for our non-vested restricted stock awards for the six months ended June 30, 2018 : Non-vested Restricted Stock Awards Number of Weighted-Average Grant Date Fair Value Non-vested at January 1, 2018 91 $ 4.21 Vested (11 ) 4.58 Cancelled (23 ) 6.66 Non-vested at June 30, 2018 57 $ 3.16 |
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): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Cost of revenues $ 90 $ 69 $ 181 $ 128 Research and development 16 49 31 99 General and administrative 140 293 298 593 Sales and marketing 22 30 32 56 Total stock-based compensation $ 268 $ 441 $ 542 $ 876 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Summary of warrant activity | The following table summarizes the warrant activity for the six months ended June 30, 2018 (in thousands, except exercise price): Issued With / For Exercise Warrants Transfer Between Derivative Warrants and Non-Derivative Warrants Warrants Outstanding June 30, 2018 Non-Derivative Warrants: Financing $ 10.00 243 — 243 Financing 15.00 276 — 276 2015 Offering 5.00 3,450 — 3,450 2017 Debt 0.92 B — 443 443 Total non-derivative warrants 5.49 C 3,969 443 4,412 Derivative Warrants: 2016 Offerings 2.25 A 1,968 — 1,968 2017 Debt 2.82 B 443 (443 ) — 2017 Offering 2.35 A 3,500 — 3,500 2017 Offering 2.50 A 175 — 175 Total derivative warrants 2.32 C 6,086 (443 ) 5,643 Total $ 3.71 C 10,055 — 10,055 A These warrants are subject to fair value accounting and contain a contingent net cash settlement feature. See Note 9. B These warrants were subject to fair value accounting until the number of shares issuable upon the exercise of the warrants became fixed on April 2, 2018. Effective June 30, 2018, the exercise price was reduced from $2.82 per share to $0.92 per share. See Note 9. C Weighted-average exercise prices are as of June 30, 2018 . |
Fair Value of Warrants (Tables)
Fair Value of Warrants (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of derivative warrant liability | The following table summarizes the derivative warrant activity subject to fair value accounting for the six months ended June 30, 2018 (in thousands): Issued with/for Fair value of warrants Change in fair Reclassification of warrants from liability to equity Fair value of warrants 2016 Offerings $ 1,929 $ (1,091 ) $ — $ 838 2017 Debt 501 (78 ) (423 ) — 2017 Offering 1,973 (1,677 ) — 296 $ 4,403 $ (2,846 ) $ (423 ) $ 1,134 |
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, exercise or reclassification to equity during the three and six months ended June 30, 2018 and 2017 , and at June 30, 2018 and December 31, 2017 . Exercised During the 2016 Offerings As of June 30, 2018 As of December 31, 2017 Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Exercise price $ 2.25 $ 2.25 $ 2.25 $ 2.25 Expected life (years) 3.58 4.08 4.51 4.79 Expected volatility 100.00 % 73.44 % 77.11 % 76.29 % Risk-free interest rate 2.63 % 2.11 % 1.80 % 1.94 % Expected dividend yield — % — % — % — % 2017 Debt As of December 31, 2017 Reclassified to Equity During the Three and Six Months Ended June 30, 2018 Issued During the Six Months Ended June 30, 2017 Exercise price $ 2.82 $ 2.82 $ 2.82 Expected life (years) 6.22 5.97 7.00 Expected volatility 74.18 % 73.40 % 74.61 % Risk-free interest rate 2.33 % — % 2.22 % Expected dividend yield — % 2.55 % — % 2017 Offering As of June 30, 2018 As of December 31, 2017 Exercise price $ 2.36 $ 2.36 Expected life (years) 0.94 1.43 Expected volatility 89.49 % 77.55 % Risk-free interest rate 2.33 % 1.83 % Expected dividend yield — % — % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of financial liabilities measured at fair value on a recurring basis | The following table summarizes the financial liabilities measured at fair value on a recurring basis segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): June 30, 2018 Total Quoted Prices in Significant Other Significant Warrant liability $ 1,134 $ — $ — $ 1,134 Note payable 75 — — 75 $ 1,209 $ — $ — $ 1,209 December 31, 2017 Total Quoted Prices in Significant Other Significant Warrant liability $ 4,403 $ — $ — $ 4,403 Note payable 156 — — 156 $ 4,559 $ — $ — $ 4,559 |
Schedule of fair value notes payable of business acquisition and warrant liability | The following table summarizes the activity of the note payable to VenturEast and of our derivative warrants, which was measured at fair value using Level 3 inputs (in thousands): Note Payable Warrant to VenturEast Liability Fair value at December 31, 2017 $ 156 $ 4,403 Fair value of warrants reclassified to equity — (423 ) Change in fair value (81 ) (2,846 ) Fair value at June 30, 2018 $ 75 $ 1,134 |
Organization, Description of 28
Organization, Description of Business, Basis of Presentation, Recently Adopted Accounting Standards, Acquisition, Reclassifications and Recent Accounting Pronouncements - Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
Consolidated Statements of Operations and Other Comprehensive Loss | ||||||
Revenue | $ 7,036 | $ 6,604 | $ 14,703 | $ 13,570 | ||
CURRENT LIABILITIES | ||||||
Deferred revenue | 2,004 | 2,004 | $ 516 | |||
NON-CURRENT LIABILITIES | ||||||
Deferred revenue, long-term | 547 | 547 | 429 | |||
STOCKHOLDERS’ EQUITY | ||||||
Accumulated (deficit) | (145,432) | (145,432) | $ (134,834) | |||
Biopharma Services | ||||||
Consolidated Statements of Operations and Other Comprehensive Loss | ||||||
Revenue | 3,591 | 3,288 | 7,249 | 7,007 | ||
CURRENT LIABILITIES | ||||||
Deferred revenue | 1,161 | 1,161 | ||||
NON-CURRENT LIABILITIES | ||||||
Deferred revenue, long-term | 532 | 532 | ||||
Clinical Services | ||||||
Consolidated Statements of Operations and Other Comprehensive Loss | ||||||
Revenue | 2,122 | 3,053 | 4,464 | 6,007 | ||
CURRENT LIABILITIES | ||||||
Deferred revenue | 0 | 0 | ||||
NON-CURRENT LIABILITIES | ||||||
Deferred revenue, long-term | 0 | 0 | ||||
Discovery Services | ||||||
Consolidated Statements of Operations and Other Comprehensive Loss | ||||||
Revenue | 1,323 | $ 263 | 2,990 | $ 556 | ||
CURRENT LIABILITIES | ||||||
Deferred revenue | 843 | 843 | ||||
NON-CURRENT LIABILITIES | ||||||
Deferred revenue, long-term | 15 | 15 | ||||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | ||||||
Consolidated Statements of Operations and Other Comprehensive Loss | ||||||
Revenue | (586) | (1,412) | ||||
CURRENT LIABILITIES | ||||||
Deferred revenue | (1,092) | (1,092) | ||||
NON-CURRENT LIABILITIES | ||||||
Deferred revenue, long-term | 0 | 0 | ||||
STOCKHOLDERS’ EQUITY | ||||||
Accumulated (deficit) | 1,092 | 1,092 | $ (2,500) | |||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | Biopharma Services | ||||||
Consolidated Statements of Operations and Other Comprehensive Loss | ||||||
Revenue | (455) | (762) | ||||
CURRENT LIABILITIES | ||||||
Deferred revenue | (1,092) | (1,092) | 1,900 | |||
NON-CURRENT LIABILITIES | ||||||
Deferred revenue, long-term | 0 | 0 | ||||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | Clinical Services | ||||||
Consolidated Statements of Operations and Other Comprehensive Loss | ||||||
Revenue | 0 | 0 | ||||
CURRENT LIABILITIES | ||||||
Deferred revenue | 0 | 0 | ||||
NON-CURRENT LIABILITIES | ||||||
Deferred revenue, long-term | 0 | 0 | ||||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | Discovery Services | ||||||
Consolidated Statements of Operations and Other Comprehensive Loss | ||||||
Revenue | (131) | (650) | ||||
CURRENT LIABILITIES | ||||||
Deferred revenue | 0 | 0 | $ 600 | |||
NON-CURRENT LIABILITIES | ||||||
Deferred revenue, long-term | 0 | 0 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 | ||||||
Consolidated Statements of Operations and Other Comprehensive Loss | ||||||
Revenue | 6,450 | 13,291 | ||||
CURRENT LIABILITIES | ||||||
Deferred revenue | 912 | 912 | ||||
NON-CURRENT LIABILITIES | ||||||
Deferred revenue, long-term | 547 | 547 | ||||
STOCKHOLDERS’ EQUITY | ||||||
Accumulated (deficit) | (144,340) | (144,340) | ||||
Calculated under Revenue Guidance in Effect before Topic 606 | Biopharma Services | ||||||
Consolidated Statements of Operations and Other Comprehensive Loss | ||||||
Revenue | 3,136 | 6,487 | ||||
CURRENT LIABILITIES | ||||||
Deferred revenue | 69 | 69 | ||||
NON-CURRENT LIABILITIES | ||||||
Deferred revenue, long-term | 532 | 532 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 | Clinical Services | ||||||
Consolidated Statements of Operations and Other Comprehensive Loss | ||||||
Revenue | 2,122 | 4,464 | ||||
CURRENT LIABILITIES | ||||||
Deferred revenue | 0 | 0 | ||||
NON-CURRENT LIABILITIES | ||||||
Deferred revenue, long-term | 0 | 0 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 | Discovery Services | ||||||
Consolidated Statements of Operations and Other Comprehensive Loss | ||||||
Revenue | 1,192 | 2,340 | ||||
CURRENT LIABILITIES | ||||||
Deferred revenue | 843 | 843 | ||||
NON-CURRENT LIABILITIES | ||||||
Deferred revenue, long-term | $ 15 | $ 15 |
Organization, Description of 29
Organization, Description of Business, Basis of Presentation, Recently Adopted Accounting Standards, Acquisition, Reclassifications and Recent Accounting Pronouncements - Acquisition (Details) - USD ($) | Aug. 15, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||||||
Goodwill | $ 17,257,000 | $ 17,257,000 | $ 17,992,000 | |||
Business Acquisition, Pro Forma Information [Abstract] | ||||||
Revenue | 7,036,000 | $ 6,604,000 | 14,703,000 | $ 13,570,000 | ||
VivoPharm | ||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||
Purchase of outstanding stock | $ 1,600,000 | |||||
Business combination, consideration transferred, equity issued value | $ 8,100,000 | |||||
Business combination, consideration transferred, percentage withheld in escrow | 20.00% | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||||||
Cash | $ 544,000 | |||||
Accounts receivable | 905,000 | |||||
Lab supplies | 350,000 | |||||
Prepaid expenses and other current assets | 60,000 | |||||
Fixed assets | 765,000 | |||||
Intangible assets | 3,160,000 | |||||
Goodwill | 5,960,000 | |||||
Accounts payable and accrued expenses | (913,000) | |||||
Deferred revenue | (814,000) | |||||
Deferred rent and other | (222,000) | |||||
Obligations under capital leases | (76,000) | |||||
Total purchase price | $ 9,719,000 | |||||
Business Acquisition, Pro Forma Information [Abstract] | ||||||
Revenue | 7,933,000 | 16,070,000 | ||||
Net loss | $ (2,850,000) | $ (12,642,000) | ||||
Basic net loss per share (in dollars per share) | $ (0.13) | $ (0.57) | ||||
Dilutive net loss per share (in dollars per share) | $ (0.14) | $ (0.57) | ||||
Revenue | 1,280,000 | $ 2,708,000 | ||||
Biopharma Services | ||||||
Business Acquisition, Pro Forma Information [Abstract] | ||||||
Revenue | 3,591,000 | 3,288,000 | 7,249,000 | $ 7,007,000 | ||
Discovery Services | ||||||
Business Acquisition, Pro Forma Information [Abstract] | ||||||
Revenue | $ 1,323,000 | $ 263,000 | $ 2,990,000 | $ 556,000 |
Organization, Description of 30
Organization, Description of Business, Basis of Presentation, Recently Adopted Accounting Standards, Acquisition, Reclassifications and Recent Accounting Pronouncements - Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Restructuring costs | $ 733 | $ 733 |
Going Concern - Narrative (Deta
Going Concern - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net cash used in operating activities | $ 8,101 | $ 7,389 | |
Unrestricted cash and cash equivalents | 1,601 | $ 9,541 | |
Negative working capital | $ 7,300 |
Revenue and Accounts Receivab32
Revenue and Accounts Receivable - Schedule of Revenue by Service Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Revenue | $ 7,036 | $ 6,604 | $ 14,703 | $ 13,570 |
Biopharma Services | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Revenue | 3,591 | 3,288 | 7,249 | 7,007 |
Clinical Services | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Revenue | 2,122 | 3,053 | 4,464 | 6,007 |
Discovery Services | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Revenue | $ 1,323 | $ 263 | $ 2,990 | $ 556 |
Revenue and Accounts Receivab33
Revenue and Accounts Receivable - Schedule of Accounts Receivable by Service Type (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Allowance for doubtful accounts | $ (7,401) | $ (6,539) | |
Accounts receivable, net | 9,357 | 10,958 | |
Accounts receivable, net, held-for-sale | 365 | $ 0 | |
Biopharma Services | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, gross | 3,350 | 3,746 | |
Clinical Services | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, gross | 12,292 | 12,205 | |
Discovery Services | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, gross | $ 1,116 | $ 1,546 |
Revenue and Accounts Receivab34
Revenue and Accounts Receivable - Schedule of Clinical Services Revenue (Details) - Payor - Revenue | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Product Information [Line Items] | ||||
Percentage of revenue | 30.00% | 46.00% | 30.00% | 44.00% |
Medicare | ||||
Product Information [Line Items] | ||||
Percentage of revenue | 9.00% | 16.00% | 11.00% | 15.00% |
Other third party payors | ||||
Product Information [Line Items] | ||||
Percentage of revenue | 21.00% | 30.00% | 19.00% | 29.00% |
Revenue and Accounts Receivab35
Revenue and Accounts Receivable - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($)company | Jun. 30, 2017USD ($)company | Jun. 30, 2018USD ($)company | Jun. 30, 2017USD ($)company | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Revenue | $ 7,036,000 | $ 6,604,000 | $ 14,703,000 | $ 13,570,000 |
Payor | Testing Volume | Clinical Testing | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Percentage of benchmark | 30.00% | 50.00% | 31.00% | 41.00% |
Payor | Sales | 10% or More Clinical Revenue | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Percentage of benchmark | 10.00% | 10.00% | ||
Number of companies that accounted for approximately 10% or more of revenue | company | 0 | 1 | 0 | 1 |
Payor | Sales | Customer One | 10% or More Clinical Revenue | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Percentage of benchmark | 12.00% | 11.00% | ||
VivoPharm | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Revenue | $ 1,280,000 | $ 2,708,000 | ||
Clinical Services | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Revenue, payment terms | 6 months | |||
Revenue | $ 2,122,000 | $ 3,053,000 | $ 4,464,000 | $ 6,007,000 |
Revenue and Accounts Receivab36
Revenue and Accounts Receivable - Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-04-01 $ in Millions | Jun. 30, 2018USD ($) |
Clinical Services And Discovery Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Biopharma Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 2 years |
Revenue, remaining performance obligation | $ 15.3 |
Sale of India Subsidiary (Detai
Sale of India Subsidiary (Details) - USD ($) $ in Thousands | Apr. 26, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash received in the sale of India subsidiary, net of cash transferred | $ 1,551 | $ 0 | |
Gain on sale of India subsidiary | 9 | $ 0 | |
BioServe | Disposed of by Sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal group, consideration | $ 1,900 | ||
Cash received in the sale of India subsidiary, net of cash transferred | 1,600 | ||
Contingent receivable from disposal | $ 300 | ||
Gain on sale of India subsidiary | $ 9 |
Earnings Per Share Reconciliati
Earnings Per Share Reconciliation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Numerator: | ||||
Net (loss) | $ (3,633) | $ (2,766) | $ (8,089) | $ (12,346) |
Change in fair value of warrant liability | 0 | 577 | 0 | 0 |
Net (loss) for diluted earnings per share | $ (3,633) | $ (3,343) | $ (8,089) | $ (12,346) |
Denominator: | ||||
Basic weighted-average shares outstanding (in shares) | 27,049 | 19,697 | 27,049 | 19,301 |
Assumed conversion of dilutive securities: | ||||
Common stock purchase warrants (in shares) | 0 | 966 | 0 | 0 |
Potentially dilutive common shares (in shares) | 0 | 966 | 0 | 0 |
Denominator for diluted earnings per share – adjusted weighted-average shares (in shares) | 27,049 | 20,663 | 27,049 | 19,301 |
Basic net (loss) per share (in dollars per share) | $ (0.13) | $ (0.14) | $ (0.30) | $ (0.64) |
Diluted net (loss) per share (in dollars per share) | $ (0.13) | $ (0.16) | $ (0.30) | $ (0.64) |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Anti-Dilutive Equivalent Units Outstanding Excluded From Calculation of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from calculation (in shares) | 13,197 | 6,816 | 13,197 | 9,252 |
Common stock purchase warrants (in shares) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from calculation (in shares) | 10,055 | 4,163 | 10,055 | 6,599 |
Stock options (in shares) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from calculation (in shares) | 3,085 | 2,578 | 3,085 | 2,578 |
Restricted shares of common stock (in shares) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from calculation (in shares) | 57 | 75 | 57 | 75 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Jul. 17, 2018 | Jun. 30, 2018 | Mar. 22, 2017 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||
Line of credit | $ 3,438,000 | $ 4,137,000 | ||
Term note, current portion | $ 6,000,000 | $ 6,000,000 | ||
Silicon Valley Bank | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Debt instrument term | 2 years | |||
Line of credit, maximum borrowing capacity (not to exceed) | $ 6,000,000 | |||
Line of credit, maximum borrowing capacity, percent of accounts receivable | 80.00% | |||
Line of credit, facility, maximum borrowing capacity, percentage of net collectable value of third party accounts receivable | 50.00% | |||
Line of credit, facility, maximum borrowing capacity, times the average monthly collection amount of third party receivables over a previous quarter | 3 | |||
Effective interest rate | 6.50% | |||
Line of credit facility, unused capacity, commitment fee | 0.25% | |||
Line of credit | $ 3,400,000 | |||
Silicon Valley Bank | Line of Credit | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.50% | |||
PFG | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Debt instrument term | 3 years | |||
Effective interest rate | 11.50% | |||
Debt modification costs incurred | $ 208,000 | |||
Term note, principal balance | $ 6,000,000 | |||
Warrants, exercise period | 7 years | |||
Warrants, number of shares of common stock with right to purchase (in shares) | 443,262 | |||
Warrants, exercise price (usd per share) | $ 0.92 | $ 2.82 | ||
Term note, current portion | $ 6,000,000 | |||
Subsequent Event | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Debt instrument term | 18 months | |||
Term note, principal balance | $ 2,625,000 | |||
Consideration received upon debt issuance | 2,500,000 | |||
Original issue discount | 100,000 | |||
Expenses payable | $ 25,000 | |||
Stated interest rate (percent) | 10.00% | |||
Conversion price (percent) | $ 0.80 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
May 31, 2014$ / sharesshares | Jun. 30, 2018USD ($)shares | Jun. 30, 2017 | Jun. 30, 2018USD ($)stock_planshares | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of equity incentive plans | stock_plan | 2 | ||||
Options granted maximum exercisable period (up to) | 10 years | ||||
Employees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost related to non-vested stock options granted | $ | $ 1,546,522 | $ 1,546,522 | |||
Unrecognized compensation cost related to non-vested stock options granted expect to recognize, period (in years) | 2 years 11 months 18 days | ||||
Director | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Issuance of shares under stock options issued (in shares) | shares | 200,000 | ||||
Exercise price of options exchanged (usd per share) | $ / shares | $ 15.89 | ||||
Non-Employee | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Dividend yield (percent) | 0.00% | 0.00% | |||
2011 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for future awards (in shares) | shares | 145,753 | 145,753 | |||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Dividend yield (percent) | 0.00% | 0.00% | 0.00% | 0.00% | |
Restricted shares of common stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost related to non-vested stock options granted expect to recognize, period (in years) | 1 year 1 month 17 days | ||||
Unrecognized compensation cost | $ | $ 117,763 | $ 117,763 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Employee and Nonemployee Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Options Outstanding, Number of Shares Outstanding | ||
Outstanding, beginning balance (in shares) | 2,844,000 | |
Granted (in shares) | 657,000 | |
Canceled or expired (in shares) | (416,000) | |
Outstanding, ending balance (in shares) | 3,085,000 | 2,844,000 |
Exercisable March 31, 2018 (in shares) | 1,776,000 | |
Options Outstanding, Weighted-Average Exercise Price | ||
Outstanding, beginning balance (usd per share) | $ 7 | |
Granted (usd per share) | 0.89 | |
Cancelled or expired (usd per share) | 5.98 | |
Outstanding, ending balance (usd per share) | 5.84 | $ 7 |
Exercisable March 31, 2018 (usd per share) | $ 8.70 | |
Weighted-Average Remaining Contractual Term and Aggregate Intrinsic Value | ||
Weighted- Average Remaining Contractual Term, Outstanding (in years) | 6 years 4 months 2 days | 6 years 11 months 16 days |
Weighted- Average Remaining Contractual Term, Exercisable (in years) | 4 years 2 months 5 days | |
Aggregate Intrinsic Value, Outstanding | $ 0 | $ 4 |
Aggregate Intrinsic Value, Exercisable | $ 0 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Assumptions Used to Estimate Fair Value of Options Granted (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Non-Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Volatility (percent) | 76.39% | 76.90% | ||
Risk free interest rate (percent) | 2.19% | 2.21% | ||
Dividend yield (percent) | 0.00% | 0.00% | ||
Term | 6 years 10 months 21 days | 7 years 7 days | ||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Volatility (percent) | 77.81% | 76.91% | 77.81% | 74.31% |
Risk free interest rate (percent) | 2.89% | 1.87% | 2.89% | 1.99% |
Dividend yield (percent) | 0.00% | 0.00% | 0.00% | 0.00% |
Term | 6 years 5 months 27 days | 5 years 10 months 25 days | 6 years 5 months 27 days | 5 years 11 months 23 days |
Weighted-average fair value of options granted during the period (usd per share) | $ 0.63 | $ 2.75 | $ 0.63 | $ 1.88 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Award Activity (Details) - Restricted shares of common stock | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Number of Shares (in shares): | |
Non-vested, beginning balance (in shares) | shares | 91,000 |
Vested (in shares) | shares | (11,000) |
Cancelled (in shares) | shares | (23,000) |
Non-vested, ending balance (in shares) | shares | 57,000 |
Weighted-Average Grant Date Fair Value (in dollars per share): | |
Non-vested, beginning balance (usd per share) | $ / shares | $ 4.21 |
Vested (usd per share) | $ / shares | 4.58 |
Cancelled (usd per share) | $ / shares | 6.66 |
Non-vested, ending balance (usd per share) | $ / shares | $ 3.16 |
Stock-Based Compensation - Effe
Stock-Based Compensation - Effects of Stock-Based Compensation Related to Stock Option Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation | $ 268 | $ 441 | $ 542 | $ 876 |
Cost of revenues | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation | 90 | 69 | 181 | 128 |
Research and development | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation | 16 | 49 | 31 | 99 |
General and administrative | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation | 140 | 293 | 298 | 593 |
Sales and marketing | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation | $ 22 | $ 30 | $ 32 | $ 56 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Details) - $ / shares | Jun. 30, 2018 | Jun. 30, 2018 | Apr. 02, 2018 | Dec. 31, 2017 |
Class of Warrant or Right [Line Items] | ||||
Warrants Exercise Price (usd per share) | $ 3.71 | |||
Warrants Outstanding (in shares) | 10,055,000 | 10,055,000 | 10,055,000 | |
Warrant Issued With | Non-derivative warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants Exercise Price (usd per share) | $ 5.49 | |||
Warrants Outstanding (in shares) | 4,412,000 | 4,412,000 | 3,969,000 | |
Warrant Issued For | Derivative warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants Exercise Price (usd per share) | $ 2.32 | |||
Warrants Outstanding (in shares) | 5,643,000 | 5,643,000 | 6,086,000 | |
Financing | Warrant Issued With | Non-derivative warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants Exercise Price (usd per share) | $ 10 | |||
Warrants Outstanding (in shares) | 243,000 | 243,000 | 243,000 | |
Financing | Warrant Issued With | Non-derivative warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants Exercise Price (usd per share) | $ 15 | |||
Warrants Outstanding (in shares) | 276,000 | 276,000 | 276,000 | |
2017 Debt | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants Outstanding (in shares) | 443,262 | |||
2017 Debt | Warrant Issued With | Non-derivative warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants Exercise Price (usd per share) | $ 0.92 | |||
Warrants Outstanding (in shares) | 443,000 | 443,000 | ||
2017 Debt | Warrant Issued For | Derivative warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants Exercise Price (usd per share) | $ 0.92 | $ 2.82 | ||
Warrants Outstanding (in shares) | 443,000 | |||
2015 Offering | Warrant Issued With | Non-derivative warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants Exercise Price (usd per share) | $ 5 | |||
Warrants Outstanding (in shares) | 3,450,000 | 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 | |||
Warrants Outstanding (in shares) | 1,968,000 | 1,968,000 | 1,968,000 | |
2017 Offering | Warrant Issued For | Derivative warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants Exercise Price (usd per share) | $ 2.35 | |||
Warrants Outstanding (in shares) | 3,500,000 | 3,500,000 | 3,500,000 | |
2017 Offering | Warrant Issued For | Derivative warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants Exercise Price (usd per share) | $ 2.5 | |||
Warrants Outstanding (in shares) | 175,000 | 175,000 | 175,000 |
Fair Value of Warrants - Summar
Fair Value of Warrants - Summary of Derivative Warrant Activity (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Apr. 02, 2018 | Dec. 31, 2017 | |
Class of Warrants Outstanding [Roll Forward] | ||||
Fair value of warrants outstanding as of December 31, 2017 | $ 4,403 | |||
Change in fair value of warrants | (2,846) | |||
Reclassification of warrants from liability to equity | (423) | $ 0 | ||
Fair value of warrants outstanding as of June 30, 2018 | $ 1,134 | |||
Warrants, number of shares of common stock with right to purchase (in shares) | 10,055,000 | 10,055,000 | ||
2017 Debt | ||||
Class of Warrants Outstanding [Roll Forward] | ||||
Fair value of warrants outstanding as of December 31, 2017 | $ 501 | |||
Change in fair value of warrants | (78) | |||
Reclassification of warrants from liability to equity | (423) | |||
Fair value of warrants outstanding as of June 30, 2018 | 0 | |||
Warrants, number of shares of common stock with right to purchase (in shares) | 443,262 | |||
2016 Offerings | ||||
Class of Warrants Outstanding [Roll Forward] | ||||
Fair value of warrants outstanding as of December 31, 2017 | 1,929 | |||
Change in fair value of warrants | (1,091) | |||
Reclassification of warrants from liability to equity | 0 | |||
Fair value of warrants outstanding as of June 30, 2018 | 838 | |||
2017 Offering | ||||
Class of Warrants Outstanding [Roll Forward] | ||||
Fair value of warrants outstanding as of December 31, 2017 | 1,973 | |||
Change in fair value of warrants | (1,677) | |||
Reclassification of warrants from liability to equity | 0 | |||
Fair value of warrants outstanding as of June 30, 2018 | $ 296 |
Fair Value of Warrants - Assump
Fair Value of Warrants - Assumptions Used in Computing Fair Value of Derivative Warrants (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017$ / shares | Jun. 30, 2017$ / shares | Jun. 30, 2018$ / shares | Dec. 31, 2017$ / shares | |
2017 Debt | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (in dollars per share) | $ 2.82 | $ 2.82 | $ 2.82 | $ 2.82 |
Expected life (years) | 7 years | 7 years | 5 years 11 months 20 days | 6 years 2 months 19 days |
2017 Offering | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (in dollars per share) | $ 2.36 | $ 2.36 | ||
Expected life (years) | 11 months 10 days | 1 year 5 months 5 days | ||
2016 Offering | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (in dollars per share) | $ 2.25 | $ 2.25 | ||
Exercise price (in dollars per share) | $ 2.25 | $ 2.25 | ||
Expected life (years) | 3 years 6 months 30 days | 4 years 29 days | ||
Expected life (years) | 4 years 6 months 2 days | 4 years 9 months 15 days | ||
Expected volatility | 2017 Debt | ||||
Class of Warrant or Right [Line Items] | ||||
Measurement input assumption | 0.7461 | 0.7461 | 0.7340 | 0.7418 |
Expected volatility | 2017 Offering | ||||
Class of Warrant or Right [Line Items] | ||||
Measurement input assumption | 0.8949 | 0.7755 | ||
Expected volatility | 2016 Offering | ||||
Class of Warrant or Right [Line Items] | ||||
Measurement input assumption | 1 | 0.7344 | ||
Measurement input assumption | 77.11% | 76.29% | ||
Risk-free interest rate | 2017 Debt | ||||
Class of Warrant or Right [Line Items] | ||||
Measurement input assumption | 0.0222 | 0.0222 | 0 | 0.0233 |
Risk-free interest rate | 2017 Offering | ||||
Class of Warrant or Right [Line Items] | ||||
Measurement input assumption | 0.0233 | 0.0183 | ||
Risk-free interest rate | 2016 Offering | ||||
Class of Warrant or Right [Line Items] | ||||
Measurement input assumption | 0.0263 | 0.0211 | ||
Measurement input assumption | 1.80% | 1.94% | ||
Expected dividend yield | 2017 Debt | ||||
Class of Warrant or Right [Line Items] | ||||
Measurement input assumption | 0 | 0 | 0.0255 | 0 |
Expected dividend yield | 2017 Offering | ||||
Class of Warrant or Right [Line Items] | ||||
Measurement input assumption | 0 | 0 | ||
Expected dividend yield | 2016 Offering | ||||
Class of Warrant or Right [Line Items] | ||||
Measurement input assumption | 0 | 0 | ||
Measurement input assumption | 0.00% | 0.00% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair value measurements, recurring - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 1,134 | $ 4,403 |
Note payable | 75 | 156 |
Total liabilities fair value | 1,209 | 4,559 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Note payable | 0 | 0 |
Total liabilities fair value | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Note payable | 0 | 0 |
Total liabilities fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 1,134 | 4,403 |
Note payable | 75 | 156 |
Total liabilities fair value | $ 1,209 | $ 4,559 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Gain (loss) due to change in value of note payable | $ (64) | $ (13) | $ (81) | $ 219 |
Repayments of notes payable | 0 | 4,667 | ||
Gain due to expiration of warrant liability | 2,154 | 577 | $ 2,846 | (6,717) |
VenturEast | BioServe | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Number of shares associated with notes payable (in shares) | 84,278 | |||
Gain (loss) due to change in value of note payable | 64 | 13 | $ 81 | (219) |
2016 Offering | Significant Unobservable Inputs (Level 3) | Fair value measurements, recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Gain due to expiration of warrant liability | $ 2,846 | |||
Loss on derivative warrants due to change in stock-price | $ 2,154 | $ 577 | $ (6,717) |
Fair Value Measurements - Sum51
Fair Value Measurements - Summary of Fair Value of Notes Payable (Details) - Fair value measurements, recurring - Significant Unobservable Inputs (Level 3) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Notes Payable | VenturEast | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value at December 31, 2017 | $ 156 |
Fair value of warrants reclassified to equity | 0 |
Change in fair value | (81) |
Fair value at June 30, 2018 | 75 |
Warrant liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value at December 31, 2017 | 4,403 |
Fair value of warrants reclassified to equity | (423) |
Change in fair value | (2,846) |
Fair value at June 30, 2018 | $ 1,134 |
Joint Venture Agreement - Addit
Joint Venture Agreement - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 62 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | May 31, 2013 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Joint venture net loss | $ 3,000 | $ 19,000 | ||||
Research and development | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Joint venture net loss | $ 1,000 | $ 7,000 | 3,000 | $ 19,000 | ||
Equity Method Investee | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Due from related parties, current | $ 10,000 | $ 10,000 | $ 10,000 | |||
Joint Venture Agreement | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Percentage of outstanding membership interests in joint venture (percent) | 50.00% | |||||
Investment in joint venture | $ 2,000,000 | |||||
Fair value of capital contribution in joint venture | $ 6,000,000 | |||||
Joint Venture Agreement | Maximum | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Required payments to acquire interest in joint venture | $ 6,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2014 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||||||
Option to purchase shares under consulting agreement (in shares) | 657,000 | |||||
Equity Dynamics, Inc. | ||||||
Related Party Transaction [Line Items] | ||||||
Agreement with related party, fee | $ 10,000 | |||||
Agreement with related party, consulting fee | $ 30,000 | $ 30,000 | $ 60,000 | $ 60,000 | ||
Due to related party | 50,000 | 50,000 | ||||
Dr. Chaganti | ||||||
Related Party Transaction [Line Items] | ||||||
Option to purchase shares under consulting agreement (in shares) | 200,000 | |||||
Common stock, shares purchased price per share (usd per share) | $ 15.89 | |||||
Award vesting period | 4 years | |||||
Dr. Chaganti | Consulting and Advisory Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Non-cash stock-based compensation expense | $ 0 | $ 23,875 | $ 0 | $ 49,500 |
Subsequent Events (Details)
Subsequent Events (Details) | Jul. 17, 2018USD ($)day$ / shares | Mar. 22, 2017USD ($) | Jun. 30, 2018$ / shares | Dec. 31, 2017$ / shares |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Common stock, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Convertible Debt | Subsequent Event | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Debt principal | $ 2,625,000 | |||
Consideration received upon debt issuance | 2,500,000 | |||
Original issue discount | 100,000 | |||
Expenses payable | $ 25,000 | |||
Stated interest rate (percent) | 10.00% | |||
Debt instrument term | 18 months | |||
Common stock, par value (usd per share) | $ / shares | $ 0.0001 | |||
Conversion price (percent) | $ / shares | $ 0.80 | |||
Number of trading days | day | 5 | |||
Maximum monthly redemption amount | $ 650,000 | |||
Debt repayment premium (percent) | 10.00% | |||
Maximum | Convertible Debt | Subsequent Event | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Stated interest rate (percent) | 22.00% | |||
Line of Credit | Silicon Valley Bank | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Debt instrument term | 2 years | |||
Line of credit, maximum borrowing capacity (not to exceed) | $ 6,000,000 |