Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 16, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | CANCER GENETICS, INC | |
Entity Central Index Key | 0001349929 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 60,408,467 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 667 | $ 161 |
Accounts receivable | 691 | 777 |
Other current assets | 536 | 553 |
Current assets of discontinued operations | 24,660 | 23,421 |
Total current assets | 26,554 | 24,912 |
FIXED ASSETS, net of accumulated depreciation | 634 | 497 |
OTHER ASSETS | ||
Operating lease right-of-use assets | 153 | |
Restricted cash | 350 | 350 |
Patents and other intangible assets, net of accumulated amortization | 3,126 | 3,349 |
Investment in joint venture | 92 | 92 |
Goodwill | 5,963 | 5,963 |
Other | 243 | 243 |
Total other assets | 9,927 | 9,997 |
Total Assets | 37,115 | 35,406 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 2,777 | 3,100 |
Obligations under operating leases, current portion | 207 | |
Obligations under finance leases, current portion | 36 | |
Obligations under finance leases, current portion | 20 | |
Deferred revenue | 1,622 | 1,215 |
Convertible note, net | 3,101 | 2,481 |
Advance from NovellusDx, Ltd., net | 1,500 | 535 |
Other derivatives | 0 | 86 |
Current liabilities of discontinued operations | 22,665 | 20,742 |
Total current liabilities | 31,908 | 28,179 |
Obligations under finance leases, less current portion | 140 | |
Obligations under finance leases, less current portion | 23 | |
Obligations under operating leases, less current portion | 78 | |
Deferred rent payable and other | 0 | 154 |
Warrant liability | 49 | 248 |
Total Liabilities | 32,175 | 28,604 |
COMMITMENTS AND CONTINGENCIES | ||
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, 57,816 and 27,726 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively | 6 | 3 |
Additional paid-in capital | 171,021 | 164,455 |
Accumulated other comprehensive income | 19 | 60 |
Accumulated deficit | (166,106) | (157,716) |
Total Stockholders’ Equity | 4,940 | 6,802 |
Total Liabilities and Stockholders’ Equity | $ 37,115 | $ 35,406 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
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) | 57,816,000 | 27,726,000 |
Common stock, shares outstanding (in shares) | 57,816,000 | 27,726,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Other Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,525 | $ 1,281 | $ 3,347 | $ 2,708 |
Cost of revenues | 725 | 875 | 1,719 | 1,633 |
Gross profit | 800 | 406 | 1,628 | 1,075 |
Operating expenses: | ||||
Research and development | 7 | 16 | 15 | 31 |
General and administrative | 1,266 | 1,464 | 3,173 | 3,384 |
Sales and marketing | 322 | 386 | 514 | 612 |
Total operating expenses | 1,595 | 1,866 | 3,702 | 4,027 |
Loss from continuing operations | (795) | (1,460) | (2,074) | (2,952) |
Other income (expense): | ||||
Interest expense | (514) | (2) | (1,129) | (5) |
Interest income | 0 | 0 | 2 | 21 |
Change in fair value of acquisition note payable | 7 | 64 | 7 | 81 |
Change in fair value of other derivatives | 55 | 0 | 86 | 0 |
Change in fair value of warrant liability | 206 | 2,154 | 199 | 2,846 |
Other expense | (11) | (23) | (11) | (23) |
Total other income (expense) | (257) | 2,193 | (846) | 2,920 |
Income (loss) before income taxes | (1,052) | 733 | (2,920) | (32) |
Income tax benefit | (512) | 0 | (512) | 0 |
Income (loss) from continuing operations | (540) | 733 | (2,408) | (32) |
Loss from discontinuing operations | (3,233) | (4,366) | (5,982) | (8,057) |
Net loss | (3,773) | (3,633) | (8,390) | (8,089) |
Foreign currency translation gain (loss) | 35 | 85 | (41) | 65 |
Comprehensive loss | $ (3,738) | $ (3,548) | $ (8,431) | $ (8,024) |
Basic and diluted net income (loss) per share from continuing operations (usd per share) | $ (0.01) | $ 0.03 | $ (0.05) | $ 0 |
Basic and diluted net loss per share from discontinuing operations (usd per share) | (0.06) | (0.16) | (0.11) | (0.30) |
Basic and diluted net loss per share (usd per share) | $ (0.07) | $ (0.13) | $ (0.16) | $ (0.30) |
Basic and diluted weighted-average shares outstanding (in shares) | 57,164 | 27,049 | 53,049 | 27,049 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Employees | EmployeesCommon Stock | EmployeesAdditional Paid-in Capital |
Beginning balance (in shares) at Dec. 31, 2017 | 27,754,000 | |||||||
Beginning balance at Dec. 31, 2017 | $ 26,765 | $ 3 | $ 161,527 | $ 69 | $ (134,834) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock based compensation—employees (in shares) | (24,000) | |||||||
Stock based compensation—employees | $ 274 | $ 274 | ||||||
Unrealized gain (loss) on foreign currency translation | (20) | (20) | ||||||
Net loss | (4,456) | (4,456) | ||||||
Ending balance (in shares) at Mar. 31, 2018 | 27,730,000 | |||||||
Ending balance at Mar. 31, 2018 | 20,054 | $ 3 | 161,801 | 49 | (141,799) | |||
Beginning balance (in shares) at Dec. 31, 2017 | 27,754,000 | |||||||
Beginning balance at Dec. 31, 2017 | 26,765 | $ 3 | 161,527 | 69 | (134,834) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock - Iliad conversions | 0 | |||||||
Fair value of warrants reclassified from liabilities to equity | 423 | |||||||
Net loss | (8,089) | |||||||
Ending balance (in shares) at Jun. 30, 2018 | 27,726,000 | |||||||
Ending balance at Jun. 30, 2018 | 17,280 | $ 3 | 162,575 | 134 | (145,432) | |||
Beginning balance (in shares) at Mar. 31, 2018 | 27,730,000 | |||||||
Beginning balance at Mar. 31, 2018 | 20,054 | $ 3 | 161,801 | 49 | (141,799) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock based compensation—employees (in shares) | (4,000) | |||||||
Stock based compensation—employees | 268 | 268 | ||||||
Fair value of warrants reclassified from liabilities to equity | 423 | 423 | ||||||
Warrant modification costs | 83 | 83 | ||||||
Unrealized gain (loss) on foreign currency translation | 85 | 85 | ||||||
Net loss | (3,633) | (3,633) | ||||||
Ending balance (in shares) at Jun. 30, 2018 | 27,726,000 | |||||||
Ending balance at Jun. 30, 2018 | 17,280 | $ 3 | 162,575 | 134 | (145,432) | |||
Beginning balance (in shares) at Dec. 31, 2018 | 27,726,000 | |||||||
Beginning balance at Dec. 31, 2018 | 6,802 | $ 3 | 164,455 | 60 | (157,716) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock based compensation—employees (in shares) | (1,000) | |||||||
Stock based compensation—employees | 158 | 158 | ||||||
Issuance of common stock - 2019 Offerings, net (in shares) | 28,551,000 | |||||||
Issuance of common stock - 2019 Offerings, net | 5,412 | $ 3 | 5,409 | |||||
Unrealized gain (loss) on foreign currency translation | (76) | (76) | ||||||
Net loss | (4,617) | (4,617) | ||||||
Ending balance (in shares) at Mar. 31, 2019 | 56,276,000 | |||||||
Ending balance at Mar. 31, 2019 | 7,679 | $ 6 | 170,022 | (16) | (162,333) | |||
Beginning balance (in shares) at Dec. 31, 2018 | 27,726,000 | |||||||
Beginning balance at Dec. 31, 2018 | 6,802 | $ 3 | 164,455 | 60 | (157,716) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock - Iliad conversions | 350 | |||||||
Increase in fair value of embedded conversion option | 547 | |||||||
Fair value of warrants reclassified from liabilities to equity | 0 | |||||||
Net loss | (8,390) | |||||||
Ending balance (in shares) at Jun. 30, 2019 | 57,816,000 | |||||||
Ending balance at Jun. 30, 2019 | 4,940 | $ 6 | 171,021 | 19 | (166,106) | |||
Beginning balance (in shares) at Mar. 31, 2019 | 56,276,000 | |||||||
Beginning balance at Mar. 31, 2019 | 7,679 | $ 6 | 170,022 | (16) | (162,333) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock based compensation—employees | $ 102 | $ 102 | ||||||
Issuance of common stock - Iliad conversions (in shares) | 1,540,000 | |||||||
Issuance of common stock - Iliad conversions | 350 | 350 | ||||||
Increase in fair value of embedded conversion option | 547 | 547 | ||||||
Unrealized gain (loss) on foreign currency translation | 35 | 35 | ||||||
Net loss | (3,773) | (3,773) | ||||||
Ending balance (in shares) at Jun. 30, 2019 | 57,816,000 | |||||||
Ending balance at Jun. 30, 2019 | $ 4,940 | $ 6 | $ 171,021 | $ 19 | $ (166,106) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (8,390) | $ (8,089) |
Loss from discontinuing operations | 5,982 | 8,057 |
Income (loss) from continuing operations | (2,408) | (32) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 29 | 77 |
Amortization | 223 | 258 |
Stock-based compensation | 260 | 542 |
Change in fair value of warrant liability, acquisition note payable and other derivatives | (292) | (2,927) |
Amortization of discount of debt and debt issuance costs | 470 | 0 |
Interest added to Convertible Note | 268 | 0 |
Modification of 2017 Debt warrants | 0 | 83 |
Loss in equity-method investment | 0 | 3 |
Loss on extinguishment of debt | 256 | 0 |
Changes in: | ||
Accounts receivable | 85 | (43) |
Other current assets | (61) | 65 |
Operating lease right-of-use assets | 85 | |
Other non-current assets | 0 | 6 |
Accounts payable, accrued expenses and deferred revenue | 306 | 201 |
Obligations under operating leases | (107) | |
Deferred rent payable and other | 0 | (23) |
Net cash used in operating activities, continuing operations | (886) | (1,790) |
Net cash used in operating activities, discontinuing operations | (3,974) | (6,311) |
Net cash used in operating activities | (4,860) | (8,101) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | (21) | (4) |
Net cash used in investing activities, continuing operations | (21) | (4) |
Net cash provided by (used in) investing activities, discontinuing operations | (34) | 963 |
Net cash provided by (used in) investing activities | (55) | 959 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principal payments on obligations under finance leases | (12) | |
Principal payments on obligations under finance leases | (27) | |
Proceeds from offerings of common stock, net of certain offering costs | 5,412 | 0 |
Net cash provided by (used in) financing activities, continuing operations | 5,400 | (27) |
Net cash provided by (used in) financing activities, discontinuing operations | 62 | (832) |
Net cash provided by (used in) financing activities | 5,462 | (859) |
Effect of foreign exchange rates on cash and cash equivalents and restricted cash | (41) | 61 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 506 | (7,940) |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | ||
Beginning | 511 | 9,891 |
Ending | 1,017 | 1,951 |
SUPPLEMENTAL CASH FLOW DISCLOSURE | ||
Cash paid for interest | 694 | 638 |
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Fixed assets acquired through capital lease arrangement | 145 | 0 |
Conversion of debt and accrued interest into common stock | 350 | 0 |
Increase in fair value of embedded conversion option | 547 | |
Fair value of warrants reclassified from liabilities to equity | $ 0 | $ 423 |
Organization, Description of Bu
Organization, Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Description of Business and Basis of Presentation | Organization, Description of Business, Basis of Presentation, Business Disposals, 2019 Offerings, Standstill Agreement, Advance from NDX, Recently Adopted Accounting Standard, and Recent Accounting Pronouncements Cancer Genetics, Inc. supports the biotechnology and pharmaceutical industry to develop innovative new drug therapies. Until the closing of the Business Disposals (as defined below) in July 2019, we were an emerging leader in enabling precision medicine in oncology by providing multi-disciplinary diagnostic and data solutions, facilitating individualized therapies through our diagnostic tests, services and molecular markers. Following the Business Disposals described below, we currently have an extensive set of anti-tumor referenced data based on predictive xenograft and syngeneic tumor models from the acquisition of vivoPharm, Pty Ltd. (“vivoPharm”) in 2017, to 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, until the Business Disposals, had offices and state-of-the-art laboratories located in New Jersey and North Carolina and today continue to have laboratories in Pennsylvania and Australia. Our laboratories comply with the highest regulatory standards as appropriate for the services they deliver including CLIA, CAP, and NY State. Our services are built on a foundation of world-class scientific knowledge and intellectual property in solid and blood-borne cancers, as well as strong academic relationships with major cancer centers such as Memorial Sloan-Kettering, Mayo Clinic, and the National Cancer Institute. We offer preclinical services such as predictive tumor models, human orthotopic xenografts and syngeneic immuno-oncology relevant tumor models in our Hershey PA facility, and 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 consolidated 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, 2018 , filed with the Securities and Exchange Commission on April 16, 2019. The consolidated balance sheet as of December 31, 2018 , 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, 2019 . Business Disposals - Discontinued Operations Interpace Diagnostics Group, Inc. On July 15, 2019, the Company entered into and consummated a secured creditor asset purchase agreement (the “BioPharma Agreement”) by and among the Company, Gentris, LLC, a wholly owned subsidiary of the Company, Partners for Growth IV, L.P. (“PFG”), Interpace Diagnostics Group, Inc. (“IDXG”) and a newly-formed subsidiary of IDXG, Interpace BioPharma, Inc. (“Buyer”). The BioPharma Agreement provides for a consensual private foreclosure sale by PFG of all assets relating to the Company’s BioPharma Business (as defined in the BioPharma Agreement) to Buyer (the “BioPharma Disposal”). Pursuant to the BioPharma Agreement, Buyer purchased from PFG certain assets and assumed certain liabilities of the Company relating to the BioPharma Business, providing as gross consideration of $23,500,000 , less certain closing adjustments totaling $1,978,240 , of which $7,692,300 was paid in the form of a promissory note issued by Buyer to the Company (the “Excess Consideration Note”) and the remainder was paid to PFG in cash. PFG utilized the cash proceeds to satisfy the outstanding balances of the Silicon Valley Bank (“SVB”) asset-based revolving line of credit (“ABL”) and the $6.0 million term note to PFG (“PFG Term Note”), and to satisfy certain transaction expenses. The balance of approximately $2,260,000 was delivered to the Company along with the Excess Consideration Note. The Excess Consideration Note will mature on the earlier of the date of (i) the consummation of an investment by Ampersand Capital Partners or any of its affiliates into IDXG or Buyer, following IDXG receiving the approval of its shareholders of the issuance of shares of its common stock in connection therewith and (ii) July 15, 2022, and will be paid interest-only quarterly prior to maturity at a rate of 6% per year. Following closing, the purchase price will be adjusted based on the net worth (assets less liabilities) of the BioPharma business as of June 30, 2019 as compared to the net worth of the BioPharma business as of April 30, 2019, with any increase or decrease in net worth over such period being added or subtracted, respectively, to the principal of the Excess Consideration Note, with such adjustment not to exceed $775,000 . The Excess Consideration Note is also subject to set-off in the event that certain older accounts receivable of the Company purchased by Buyer, in the aggregate amount of approximately $830,000 , are not collected prior to December 31, 2019, and as indemnification for breaches of certain limited warranties and of covenants of the Company and other specified items, subject to agreed-upon caps, baskets and survival periods as set forth in the BioPharma Agreement. Alternatively, if the Excess Consideration Note is no longer outstanding after December 31, 2019, the above-mentioned accounts receivable adjustment will be satisfied through an AR Holdback (as defined in the BioPharma Agreement) mechanism, as set forth in the BioPharma Agreement. The Excess Consideration Note is subordinated in favor of Buyer’s senior lender, subject to certain exceptions set forth therein. The Company and Buyer also entered into a transition services agreement (the “TSA”) pursuant to which the Company and Buyer will provide certain services to each other to accommodate the transition of the BioPharma Business to Buyer. In particular, the Company agreed to provide to Buyer, among other things, certain personnel services, payroll processing, administration services and benefit administration services described in an exhibit thereto, for a period not to exceed six months from July 15, 2019, subject to the terms and conditions of the TSA, in exchange for payment or reimbursement, as applicable, by Buyer for the costs related thereto, including salaries and benefits for certain of the Company’s BioPharma employees during the transition period. In addition, it is anticipated that John A. Roberts, the Company’s Chief Executive Officer, and Glenn Miles, the Company’s Chief Financial Officer, may enter into part-time consulting arrangements with Buyer and/or IDXG to assist with the transition. In connection with the closing of the BioPharma Disposal, the SVB ABL and the PFG Term Note were terminated, and all related liens were released. siParadigm, Inc. On July 5, 2019, the Company entered into an asset purchase agreement (the “Clinical Agreement”) by and among the Company and siParadigm, LLC (“siParadigm”), pursuant to which the Company sold to siParadigm, certain assets associated with the Company’s clinical laboratory business (the “Clinical Business,” and such assets, the “Designated Assets”), and agreed to cease operating its Clinical Business. The Designated Assets include intellectual property, equipment and customer lists associated with the Clinical Business, and the Company will provide certain transitional services to siParadigm pursuant to the Clinical Agreement. The cash consideration paid by siParadigm at closing was approximately $758,000 , which includes approximately $45,000 for certain equipment plus a $1,000,000 advance payment of the Earn-Out (as defined below), less approximately $177,000 of supplier invoices paid directly by siParadigm and transaction costs of approximately $110,000 . The Earn-Out, to be paid over the 24 months post-closing, is based on fees for all tests performed by siParadigm for the Company’s clinical customers during the 12 -month period following the closing (the “Earn-Out”). The Clinical Business sale (together with the BioPharma Disposal, the “Business Disposals”) was completed on July 8, 2019. Under the Clinical Agreement, the Company agreed to certain non-competition and non-solicitation provisions, including that it will cease performing certain clinical tests and will not solicit or seek business from certain of its customers (other than for the Company’s other lines of business) for a period of three years following the closing date. The Business Disposals have been classified as discontinued operations in conformity with GAAP. Accordingly, BioPharma and Clinical operations and balances have been reported as discontinued operations and removed from all financial disclosures of continuing operations. As permitted by Accounting Standards Codification (“ASC”) 205-20, the Company elected to allocate approximately $657,000 and $1,442,000 of interest expense on debt not required to be repaid to discontinued operations during the three and six months ended June 30, 2019 , respectively. No interest expense was allocated to discontinued operations for the three and six months ended June 30, 2018 , as all debt outstanding during those periods was repaid as part of the BioPharma Disposal. Unless otherwise indicated, information in these notes to unaudited condensed consolidated financial statements relates to continuing operations. Certain of our operations have been presented as discontinued. 2019 Offerings On January 9, 2019, we entered into an underwriting agreement with H.C. Wainwright & Co., LLC (“H.C. Wainwright”), relating to an underwritten public offering of 13,333,334 shares of our common stock for $0.225 per share. We received proceeds from the offering of approximately $2,437,000 , net of expenses and discounts of approximately $563,000 . We also issued warrants to purchase 933,334 shares of common stock to H.C. Wainwright in connection with this offering. The warrants are exercisable for five years from the date of issuance at a per share price of $0.2475 . On January 26, 2019, we issued 15,217,392 shares of common stock at a public offering price of $0.23 per share. We received proceeds from the offering of approximately $2,975,000 , net of expenses and discounts of approximately $525,000 . We also issued warrants to purchase 1,065,217 shares of common stock to the underwriter, H.C. Wainwright, in connection with this offering. The warrants are exercisable for five years from the date of issuance at a per share price of $0.253 . The January 9, 2019 and January 26, 2019 offerings will be referred to collectively as the “2019 Offerings.” As disclosed in Note 15, certain of our directors and executive officers purchased shares in the 2019 Offerings at the public offering price. Standstill Agreement In May 2019, we entered into a second standstill agreement (“Second Standstill”) with Iliad Research and Trading, L.P. (“Iliad”), related to the $2,625,000 convertible promissory note dated July 17, 2018 (“Convertible Note”) described further in Note 7. The Second Standstill provided that Iliad would not seek to redeem any portion of the Convertible Note until May 31, 2019. In consideration for the Second Standstill, we agreed to adjust the conversion price on the first $1,250,000 of our debt to Iliad from $0.80 to $0.2273 . In May 2019, Iliad converted $350,000 of the Convertible Note balance into 1,539,815 shares of our common stock at a conversion price of $0.2273 per share. On or about June 11, 2019, following the expiration of the Second Standstill, Iliad sent the Company a Redemption Notice (as defined in Note 7). On June 20, 2019, Iliad sent a notice to the Company asserting that the nonpayment of the redemption amount by the redemption due date constituted an event of default. Iliad asserted its right to increase the interest rate to 22% and to increase the then-outstanding balance of the loan by 15% (approximately $408,000 ). The Company and Iliad are currently negotiating a possible resolution. Advance from NovellusDx, Ltd. On September 18, 2018, we entered into an agreement and plan of merger (“Merger Agreement”) with NovellusDx, Ltd. (“NDX”). In connection with signing the Merger Agreement, NDX loaned us $1,500,000 (“Advance from NDX”). Interest accrued on the outstanding balance at 10.75% per annum until we terminated the Merger Agreement on December 15, 2018. As a result of the termination, the Advance from NDX, plus interest thereon, became due and payable on March 15, 2019 . The Company and NDX are currently negotiating a possible resolution or settlement of the Advance from NDX. Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (“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 right-of-use assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements (with the exception of short-term leases). In July 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-11 to the existing transition guidance that allows entities to recognize a cumulative-effect adjustment to the opening balance of accumulated deficit in the period of adoption. Effective January 1, 2019, we adopted ASC 842 using this new transition guidance. The comparative information has not been restated and continues to be reported under the accounting standard in effect for those periods. We have elected to use the package of practical expedients, which allows us to not (1) reassess whether any expired or existing contracts are considered or contain leases; (2) reassess the lease classification for any expired or existing leases; and (3) reassess the initial direct costs for any existing leases. We did not elect the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing impairment. The most significant impact of adopting ASC 842 is related to the recognition of right-of-use assets and lease liabilities for operating leases. Our accounting for finance leases remains substantially unchanged. The adoption of ASC 842 had no impact on our unaudited condensed consolidated statements of operations or total cash flows from operations. The cumulative effect of the changes made to our unaudited consolidated January 1, 2019 balance sheet for the adoption of ASC 842 were as follows (in thousands): As of December 31, 2018 Adjustment for Adoption of ASC 842 As of January 1, 2019 ASSETS Current assets of discontinued operations $ 23,421 $ 2,327 $ 25,748 Operating lease right-of-use assets — 238 238 $ 23,421 $ 2,565 $ 25,986 LIABILITIES Current liabilities of discontinued operations $ 20,742 $ 2,327 $ 23,069 Deferred rent payable and other 154 (154 ) — Obligations under operating leases, current portion — 204 204 Obligations under operating leases, less current portion — 188 188 $ 20,896 $ 2,565 $ 23,461 Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which clarifies the accounting for implementation costs in cloud computing arrangements. The update will become effective for interim and annual periods beginning after December 15, 2019 and may be adopted either retrospectively or prospectively. Early adoption is permitted. We plan to adopt this standard prospectively. We are currently evaluating the impact that adoption of this ASU will have on our consolidated financial statements and whether or not to early adopt. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): “ Simplifying the Accounting for Goodwill Impairment ,” which removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods. Early adoption is permitted and applied prospectively. We do not expect ASU 2017-04 to have a material impact on our consolidated financial statements. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Going Concern At June 30, 2019 , 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. Prior to the closing of the Business Disposals transactions in July 2019, the Company did not have sufficient cash at June 30, 2019 to fund normal operations beyond the next three months from the date of this report unless certain current assets were converted to cash, as described below. After the Business Disposals, the Company’s ability to continue as a going concern is still dependent on the Company’s ability to raise additional equity or debt capital, spin-off non-core assets to raise additional cash, collect its outstanding accounts receivable and timely collect on the Excess Consideration Note or receive the Earn-Out payments from siParadigm without significant offsets, and negotiate discounts in good faith with its trade suppliers. These factors raise substantial doubt about the Company's ability to continue as a going concern for the next twelve months from the issuance of this current report on Form 10-Q. Net cash used in operating activities for continuing operations was $0.9 million for the six months ended June 30, 2019 and the Company had unrestricted cash and cash equivalents of $0.7 million at June 30, 2019 , an increase from $0.2 million at December 31, 2018 . The Company has negative working capital from continuing operations at June 30, 2019 of $7.3 million . The Company currently requires a significant amount of additional capital to fund operations and pay its unsecured debt and accounts payable, and its ability to continue as a going concern is dependent upon its ability to collect its Excess Consideration Note and its outstanding accounts receivable, receive the Earn-Out payments from siParadigm and negotiate discounts in good faith with its trade suppliers. In July 2019, we sold our BioPharma Business and Clinical Business as described in Note 1. While the Buyer assumed certain of our liabilities in the BioPharma Disposal, the cash received to date from the Business Disposals is insufficient to satisfy all of the Company’s liabilities and other obligations, and the Company cannot determine at this time if future Earn-Out payments and payoff of the Excess Consideration Note, combined with settlements of claims against the Company will enable all creditors to be paid in full and provide sufficient funds for future operations. We are continuing to evaluate additional strategic options, which could include the sale of other assets, a merger, reverse merger or other strategic transaction. We can provide no assurances that our current actions will be successful or that additional sources of cash or financing will be available to us on favorable terms, if at all. If the Company is not able to collect its accounts and notes receivable or raise additional capital on a timely basis or on favorable terms, the Company may need to scale back further or, in extreme cases, discontinue its operations or liquidate its assets. The unaudited condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations As described in Note 1, the Company sold its BioPharma Business and Clinical Business in July 2019. In conjunction with the BioPharma Disposal, the Company repaid its debt to SVB and PFG. At June 30, 2019 , we had borrowings of approximately $2.8 million on the ABL and the principal balance of the PFG Term Note was $6.0 million . The Company elected to allocate approximately $657,000 and $1,442,000 of interest expense from the Convertible Note and Advance from NovellusDx to discontinued operations during the three and six months ended June 30, 2019 , respectively. No interest expense was allocated to discontinued operations for the three and six months ended June 30, 2018 , as all debt outstanding during those periods was repaid as part of the BioPharma Disposal. Revenue and other significant accounting policies associated with the discontinued operations have not changed since the most recently filed audited financial statements as of and for the year ended December 31, 2018, except for the adoption of ASC 842 as described in Note 1. Summarized results of our unaudited condensed consolidated discontinuing operations are as follows for the three and six months ended June 30, 2019 and 2018 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenue $ 4,621 $ 5,755 $ 9,638 $ 11,995 Cost of revenues 3,438 3,978 7,081 8,302 Gross profit 1,183 1,777 2,557 3,693 Operating expenses: Research and development 429 657 875 1,323 General and administrative 1,937 3,955 3,339 7,295 Sales and marketing 585 955 1,501 2,320 Transaction costs 402 — 651 — Total operating expenses 3,353 5,567 6,366 10,938 Loss from discontinuing operations (2,170 ) (3,790 ) (3,809 ) (7,245 ) Other expense: Interest expense (1,063 ) (576 ) (2,173 ) (812 ) Total other expense (1,063 ) (576 ) (2,173 ) (812 ) Net loss from discontinuing operations $ (3,233 ) $ (4,366 ) $ (5,982 ) $ (8,057 ) Unaudited condensed consolidated carrying amounts of major classes of assets and liabilities from discontinued operations were as follows as of June 30, 2019 and December 31, 2018 (in thousands): June 30, 2019 December 31, 2018 Current assets of discontinued operations: Accounts receivable, net of allowance for doubtful accounts of $3,487 in 2019; $3,462 in 2018 $ 6,150 $ 6,261 Other current assets 1,422 1,652 Fixed assets, net of accumulated depreciation 3,090 3,559 Operating lease right-of-use assets 2,060 — Patents and other intangible assets, net of accumulated amortization 644 655 Goodwill 11,294 11,294 Current assets of discontinued operations $ 24,660 $ 23,421 Current liabilities of discontinued operations Accounts payable and accrued expenses $ 10,154 $ 9,967 Operating lease liabilities 2,109 — Obligations under finance leases 502 666 Deferred revenue 1,053 1,337 Line of credit 2,847 2,621 Term note 6,000 6,000 Deferred rent payable and other — 151 Current liabilities of discontinued operations $ 22,665 $ 20,742 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue from the Company’s Discovery Services comes from preclinical oncology and immuno-oncology services offered to our biotechnology and pharmaceutical customers. The Company is a leader in orthotopic and metastases tumor models and offers whole body imaging, in addition to toxicology testing and bionalytical analysis. Our Discovery Services are designed to support new compounds being studied to guide drug development, starting from compound libraries and ending with a comprehensive set of in vitro and in vivo data and reports, as needed for Investigational New Drug (IND) filing. During the six months ended June 30, 2019 , three customers accounted for approximately 68% of our consolidated revenue from continuing operations. During the six months ended June 30, 2018 , two customers accounted for approximately 37% of our consolidated revenue from continuing operations. During the three months ended June 30, 2019 , one customer accounted for approximately 65% of our consolidated revenue from continuing operations. During the three months ended June 30, 2018 , four customers accounted for approximately 69% of our consolidated revenue from continuing operations. Remaining Performance Obligations : Services offered under Discovery Services frequently take time to complete under their respective contacts. These times vary depending on specific contract arrangements including the length of the study and how samples are delivered to us for processing. In the case of Discovery Services, the duration of performance obligations is less than one year . |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share For purposes of this calculation, stock warrants, outstanding stock options, convertible debt and unvested restricted shares are considered common stock equivalents using the treasury stock method, and are the only such equivalents outstanding. For all periods presented, all common stock equivalents outstanding were anti-dilutive. 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, 2019 2018 2019 2018 Common stock purchase warrants 8,378 10,055 8,378 10,055 Stock options 1,743 3,085 1,743 3,085 Convertible note 4,710 — 4,710 — Advance from NovellusDx, Ltd. 2,819 — 2,819 — Restricted shares of common stock 19 57 19 57 17,669 13,197 17,669 13,197 |
Leasing Arrangements
Leasing Arrangements | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leasing Arrangements | Leasing Arrangements Operating Leases We lease our laboratory, research facility and administrative office space under various operating leases. We also lease scientific equipment under various finance leases. Following the Business Disposals, we have assigned our office lease in North Carolina, and are in the process of assigning our lease in New Jersey, to Buyer. We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, and operating lease liabilities, non-current on our unaudited condensed consolidated balance sheets. Finance leases are included in fixed assets, net of accumulated depreciation and obligations under finance leases. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Our incremental borrowing rate was determined by adjusting our secured borrowing interest rate for the longer-term nature of our leases. Our variable lease payments primarily consist of maintenance and other operating expenses from our real estate leases. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. The operating lease ROU asset also includes any lease payments made and excludes lease incentives incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components. We have elected to account for these lease and non-lease components as a single lease component. We are also electing not to apply the recognition requirements to short-term leases of twelve months or less and instead will recognize lease payments as expense on a straight-line basis over the lease term. The components of lease expense were as follows for the three and six months ended June 30, 2019 for continuing operations (in thousands): Three months ended June 30, 2019 Six months ended June 30, 2019 Operating lease cost $ 44 $ 87 Short-term lease cost 29 54 Variable lease cost 15 45 $ 88 $ 186 Supplemental cash flow related to leases of our continuing operations was as follows for the three and six months ended June 30, 2019 (in thousands): Three months ended June 30, 2019 Six months ended June 30, 2019 Cash paid amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 55 $ 110 Other supplemental information related to leases of our continuing operations was as follows for the six months ended June 30, 2019: Weighted average remaining lease term (in years) Operating leases 1.49 Weighted average discount rate Operating leases 7.96 % We did not enter into any new operating leases that met scope during the three and six months ended June 30, 2019. At June 30, 2019 , future estimated minimum lease payments under non-cancelable operating leases were as follows (in thousands): 2019 (remaining 6 months) $ 94 2020 209 2021 12 Total minimum lease payments 315 Less amount representing interest 30 Total $ 285 |
Leasing Arrangements | Leasing Arrangements Operating Leases We lease our laboratory, research facility and administrative office space under various operating leases. We also lease scientific equipment under various finance leases. Following the Business Disposals, we have assigned our office lease in North Carolina, and are in the process of assigning our lease in New Jersey, to Buyer. We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, and operating lease liabilities, non-current on our unaudited condensed consolidated balance sheets. Finance leases are included in fixed assets, net of accumulated depreciation and obligations under finance leases. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Our incremental borrowing rate was determined by adjusting our secured borrowing interest rate for the longer-term nature of our leases. Our variable lease payments primarily consist of maintenance and other operating expenses from our real estate leases. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. The operating lease ROU asset also includes any lease payments made and excludes lease incentives incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components. We have elected to account for these lease and non-lease components as a single lease component. We are also electing not to apply the recognition requirements to short-term leases of twelve months or less and instead will recognize lease payments as expense on a straight-line basis over the lease term. The components of lease expense were as follows for the three and six months ended June 30, 2019 for continuing operations (in thousands): Three months ended June 30, 2019 Six months ended June 30, 2019 Operating lease cost $ 44 $ 87 Short-term lease cost 29 54 Variable lease cost 15 45 $ 88 $ 186 Supplemental cash flow related to leases of our continuing operations was as follows for the three and six months ended June 30, 2019 (in thousands): Three months ended June 30, 2019 Six months ended June 30, 2019 Cash paid amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 55 $ 110 Other supplemental information related to leases of our continuing operations was as follows for the six months ended June 30, 2019: Weighted average remaining lease term (in years) Operating leases 1.49 Weighted average discount rate Operating leases 7.96 % We did not enter into any new operating leases that met scope during the three and six months ended June 30, 2019. At June 30, 2019 , future estimated minimum lease payments under non-cancelable operating leases were as follows (in thousands): 2019 (remaining 6 months) $ 94 2020 209 2021 12 Total minimum lease payments 315 Less amount representing interest 30 Total $ 285 |
Financing
Financing | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Financing | Financing Convertible Note On July 17, 2018, the Company entered into the Convertible Note, 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 , a beneficial conversion feature discount of approximately $328,000 and expenses payable by the Company of $25,000 . The Convertible Note has an 18 month term, carries interest at 10% per annum and is subordinated in right of payment to the ABL and PFG Term Note. The note is convertible into shares of the Company’s common stock at a conversion price of $0.80 per share (“Conversion Price”) upon five trading days’ notice, subject to certain adjustments (standard dilution) and ownership limitations specified in the Convertible Note. In May 2019, the conversion price was reduced to $0.2273 for $1,250,000 of the balance of the Convertible Note; the remainder is still convertible at $0.80 . The reduction in the conversion price increased the fair value of the embedded conversion option by approximately $547,000 . The future cash flows of the Convertible Note changed by more than 10% as a result of the Standstill Agreement, so the Company amortized the remaining debt discount and debt issuance costs of $37,000 , resulting in a loss on debt extinguishment of approximately $584,000 during the three and six months ended June 30, 2019 , of which approximately $328,000 was allocated to discontinuing operations. Loss on debt extinguishment allocated to continuing operations was recorded in interest expense. The investor can redeem any portion of the Convertible Note upon five trading days’ notice (“Redemption Notice”) subject to a maximum monthly redemption amount of $650,000 , with the Company having the option to pay such redemptions in cash, the Company’s common stock at the Conversion Price, or by a combination thereof, subject to certain conditions, including that the stock price is $1.00 per share or higher. The Company may prepay the outstanding balance of the Convertible 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 in cash, the Company’s common stock at the Conversion Price, or by a combination thereof, subject to certain conditions. The note provides that in the event of default, the lender may, at its option, elect to increase the outstanding balance applying the default effect (defined as outstanding balance at date of default multiplied by 15% plus outstanding amount) by providing written notice to the Company. In addition, the interest rate increases to 22% upon default. The Convertible Note is the general unsecured obligation of the Company. At June 30, 2019 , the principal balance of the Convertible Note is approximately $3.1 million . In May 2019, Iliad converted $350,000 of the Convertible Note balance into 1,539,815 shares of our common stock at $0.2273 per share. Between July 24, 2019 and July 31, 2019, the Company issued an aggregate of 2,571,429 shares of common stock to Iliad in exchange for the return of $375,000 of principal amount of the Convertible Note to the Company. As of June 20, 2019, the Company is in default on the Convertible Note. The Convertible Note is accruing interest at the default rate of 22% , and the outstanding balance was increased by 15% (approximately $408,000 ) upon the notice of default. Advance from NDX On September 18, 2018, we entered into the Merger Agreement with NDX. In connection with signing the Merger Agreement, NDX loaned us $1,500,000 . Interest accrued on the outstanding balance at 10.75% per annum until we terminated the Merger Agreement on December 15, 2018. As a result of the termination, the Advance from NDX, plus interest thereon, became due and payable on March 15, 2019 . The termination was a specified event of default, so on December 15, 2018, the interest rate was increased to 21% . The default also gives NDX the right to convert all, but not less than all, of the outstanding balance into shares of the Company’s common stock at a conversion price of $0.606 per share. At June 30, 2019 , the principal balance of the Advance from NDX was $1,500,000 . The Advance from NDX is the general unsecured obligation of the Company and is subordinated in right of payment to the ABL and PFG Term Note, provided that NDX has asserted that its obligation to standstill under its subordination agreements will not be applicable at a time when the Company attains certain levels of unrestricted cash, as a result of the Company having improperly terminated the Merger Agreement. The Company does not believe it improperly terminated the Merger Agreement. The Company and NDX are currently negotiating a possible resolution or settlement of the Advance from NDX. |
Capital Stock
Capital Stock | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Capital Stock | Capital Stock 2019 Offerings On January 9, 2019, we entered into an underwriting agreement with H.C. Wainwright & Co., LLC (“H.C. Wainwright”), relating to an underwritten public offering of 13,333,334 shares of our common stock for $0.225 per share. We received proceeds from the offering of approximately $2,437,000 , net of expenses and discounts of approximately $563,000 . On January 26, 2019, we issued 15,217,392 shares of common stock at a public offering price of $0.23 per share. We received proceeds from the offering of approximately $2,975,000 , net of expenses and discounts of approximately $525,000 . Exchanges of Debt into Common Stock In May 2019, Iliad converted $350,000 of the Convertible Note into an aggregate of 1,539,815 shares of our common stock at a conversion price of $0.2273 per share. Between July 24, 2019 and July 31, 2019, the Company issued an aggregate of 2,571,429 shares of common stock to Iliad in exchange for the return of $375,000 of principal amount of the Convertible Note to the Company. |
Sale of Net Operating Losses
Sale of Net Operating Losses | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Sale of Net Operating Losses | Sale of Net Operating Losses On April 4, 2019, we sold $11,638,516 of gross State of New Jersey NOL’s relating to the 2017 tax year as well as $71,968 of state research and development tax credits. The sale resulted in the net receipt by the Company of approximately $512,000 . This figure includes all costs and expenses associated with the sale of these state tax attributes as deducted from the gross sales price of approximately $521,000 . |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [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 . Effective April 9, 2018, the Company cannot issue additional options from the 2008 Plan. At June 30, 2019 , 1,174,875 shares remain available for future awards under the 2011 Plan. On July 23, 2019, the Company issued 100,000 stock options to each of its five non-employee directors. The options will vest in equal monthly installments over the next twelve months and have an exercise price of $0.15 per share. A summary of employee and non-employee stock option activity for the six months ended June 30, 2019 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, 2019 3,004 $ 5.77 5.70 $ — Granted 95 0.44 Cancelled or expired (1,356 ) 5.55 Outstanding June 30, 2019 1,743 $ 5.66 6.91 $ — Exercisable June 30, 2019 1,149 $ 7.92 5.93 $ — 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, 2019 , total unrecognized compensation cost related to non-vested stock options granted to employees was $423,948 which we expect to recognize over the next 2.89 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 2019 2018 Volatility 77.81 % 90.15 % 77.81 % Risk free interest rate 2.89 % 2.54 % 2.89 % Dividend yield 0.00 % 0.00 % 0.00 % Term (years) 6.49 6.32 6.49 Weighted-average fair value of options granted during the period $ 0.63 $ 0.34 $ 0.63 Restricted stock awards have been granted to employees, directors and consultants as compensation for services. At June 30, 2019 , there was $13,817 of unrecognized compensation cost related to non-vested restricted stock granted to employees and directors; we expect to recognize the cost over 0.25 years. The following table summarizes the activities for our non-vested restricted stock awards for the six months ended June 30, 2019 : Non-vested Restricted Stock Awards Number of Weighted-Average Grant Date Fair Value Non-vested at January 1, 2019 29 $ 3.43 Vested (9 ) 4.15 Cancelled (1 ) 6.30 Non-vested at June 30, 2019 19 $ 2.94 The TSA with Buyer described in Note 1 requires the Company to continue to employ individuals who will transfer to Buyer no later than six months from the closing of the transaction. Buyer will reimburse the Company for the payroll and benefit costs of these employees, but not the stock-based compensation. Therefore, stock-based compensation is considered part of the Company’s continuing operations. 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 Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss during the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Cost of revenues $ 28 $ 90 $ 56 $ 181 Research and development 7 16 15 31 General and administrative 62 140 178 298 Sales and marketing 5 22 11 32 Total stock-based compensation $ 102 $ 268 $ 260 $ 542 |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Warrants | Warrants On January 14, 2019, we issued 933,334 warrants to purchase common stock at $0.2475 per share. The warrants are immediately exercisable and expire on January 9, 2024. On January 31, 2019 we issued 1,065,217 warrants to purchase common stock at $0.253 per share. These warrants are immediately exercisable and expire on January 26, 2024. All of these warrants were issued in conjunction with the 2019 Offerings. During the three and six months ended June 30, 2019 , 3,675,000 warrants issued as part of the 2017 Offering expired unexercised. The following table summarizes the warrant activity for the six months ended June 30, 2019 (in thousands, except exercise price): Issued With / For Exercise Warrants 2019 Warrants Issued 2019 Warrants Expired Warrants Outstanding June 30, 2019 Non-Derivative Warrants: Financing $ 10.00 243 — — 243 Financing 15.00 276 — — 276 2015 Offering 5.00 3,450 — — 3,450 2017 Debt 0.92 443 — — 443 2019 Offering 0.2475 — 933 — 933 2019 Offering 0.253 — 1,065 — 1,065 Total non-derivative warrants 3.86 B 4,412 1,998 — 6,410 Derivative Warrants: 2016 Offerings 2.25 A 1,968 — — 1,968 2017 Offering 2.35 A 3,500 — (3,500 ) — 2017 Offering 2.50 A 175 — (175 ) — Total derivative warrants 2.25 B 5,643 — (3,675 ) 1,968 Total $ 3.48 B 10,055 1,998 (3,675 ) 8,378 A These warrants are subject to fair value accounting and contain a contingent net cash settlement feature. See Note 12. B Weighted-average exercise prices are as of June 30, 2019 . |
Fair Value of Warrants
Fair Value of Warrants | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 (in thousands): Issued with/for Fair value of warrants Change in fair Fair value of warrants 2016 Offerings $ 225 $ (176 ) $ 49 2017 Offering 23 (23 ) — $ 248 $ (199 ) $ 49 The derivative warrants issued as part of the 2016 Offerings are valued using a probability-weighted Binomial model, while the derivative warrants issued in conjunction with the 2017 Offering were valued using a Black-Scholes model. The following tables summarize the assumptions used in computing the fair value of derivative warrants subject to fair value accounting at June 30, 2019 and December 31, 2018 . 2016 Offerings As of June 30, 2019 As of December 31, 2018 Exercise price $ 2.25 $ 2.25 Expected life (years) 2.58 3.08 Expected volatility 114.13 % 100.51 % Risk-free interest rate 1.73 % 2.46 % Expected dividend yield — % — % 2017 Offering As of December 31, 2018 Exercise price $ 2.36 Expected life (years) 0.44 Expected volatility 172.5 % Risk-free interest rate 2.56 % Expected dividend yield — % |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 Total Quoted Prices in Significant Other Significant Warrant liability $ 49 $ — $ — $ 49 Note payable 13 — — 13 $ 62 $ — $ — $ 62 December 31, 2018 Total Quoted Prices in Significant Other Significant Warrant liability $ 248 $ — $ — $ 248 Note payable 20 — — 20 Other derivatives 86 $ — $ — 86 $ 354 $ — $ — $ 354 At June 30, 2019 and December 31, 2018 , 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, 2019 and 2018 , we recognized gains of approximately $7,000 and $64,000 , respectively, due to the change in value of the note. During the six months ended June 30, 2019 and 2018 , we recorded gains of approximately $7,000 and $81,000 , respectively, due to the change in value of the note. At June 30, 2019 , the warrant liability consists of stock warrants issued as part of the 2016 Offerings that contain contingent net settlement features. In accordance with derivative accounting for warrants, we calculated the fair value of warrants and the assumptions used are described in Note 12, “Fair Value of Warrants.” During the three months ended June 30, 2019 and 2018 , we recognized gains of approximately $206,000 and $2,154,000 , respectively, on the derivative warrants due to the decrease in our stock price. During the six months ended June 30, 2019 and 2018 , we recognized gains of approximately $199,000 and $2,846,000 on the derivative warrants primarily due to changes in our stock price. Realized and unrealized gains and losses related to the change in fair value of the VenturEast note, warrant liability and other derivatives are included in other income (expense) on the Unaudited Condensed 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 and other derivatives, which were measured at fair value using Level 3 inputs (in thousands): Note Payable Warrant Other to VenturEast Liability Derivatives Fair value at December 31, 2018 $ 20 $ 248 $ 86 Change in fair value (7 ) (199 ) (86 ) Fair value at June 30, 2019 $ 13 $ 49 $ — |
Joint Venture Agreement
Joint Venture Agreement | 6 Months Ended |
Jun. 30, 2019 | |
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. We are in the process of winding down the JV and do not expect to incur further liabilities in connection with the JV. During the three and six months ended June 30, 2019 , there was no activity in the JV. Our share of the JV’s net loss was approximately $1,000 and $3,000 for the three and six months ended June 30, 2018 , respectively, and is included in research and development expense on the Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss. We have a net receivable due from the JV of approximately $10,000 at June 30, 2019 , which is included in other assets in the Unaudited Condensed 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, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions We had a consulting agreement with Equity Dynamics, Inc. (“EDI”), an entity controlled by the former Chairman of our Board of Directors, John Pappajohn, effective April 1, 2014 through August 31, 2018, pursuant to which EDI received a monthly fee of $10,000 . Total expenses for the three and six months ended June 30, 2018 were $30,000 and $60,000 , respectively. As of June 30, 2019 , we accrued liabilities of $70,000 for unpaid fees due to EDI. As described in Note 1, the Company closed two public offerings in January 2019, in which various executives and directors purchased shares at the public offering price. On January 14, 2019, John Pappajohn, John Roberts, our President and Chief Executive Officer, and Geoffrey Harris, a Director, purchased 1,000,000 shares, 100,000 shares and 100,000 shares, respectively, at the public offering price of $0.225 per share. On January 31, 2019, John Pappajohn, John Roberts, Edmund Cannon, a Director, and M. Glenn Miles, our Chief Financial Officer, purchased 1,000,000 shares, 185,436 shares, 43,479 shares and 150,000 shares, respectively, at the public offering price of $0.23 per share. On July 23, 2019, the Company issued 100,000 stock options to each of its five non-employee directors. The options will vest in equal monthly installments over the next twelve months and have an exercise price of $0.15 per share. The directors have waived their rights to any claim for past due director compensation as a condition of these option grants. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
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 alleged 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 sought, 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. On August 28, 2018, the Court consolidated the two actions in one action captioned In re Cancer Genetics, Inc. Securities Litigation (the “Securities Litigation”) and appointed shareholder Randy Clark as the lead plaintiff. On October 30, 2018, the lead plaintiff filed an amended complaint, adding Edward Sitar as a defendant and seeking, among other things, compensatory damages in connection with purchases of CGI stock between March 10, 2016 and April 2, 2018. On December 31, 2018, Defendants filed a motion to dismiss the amended complaint for failure to state a claim. On March 1, 2019, lead plaintiff filed its opposition to the motion to dismiss. On April 15, 2019, defendants filed their reply in further support of their motion to dismiss. Defendants' motion remains pending before the Court. The Company is unable to predict the ultimate outcome of the Securities Litigation and therefore cannot estimate possible losses or ranges of losses, if any. In addition, on June 1, 2018, September 20, 2018, and September 25, 2018, purported stockholders of the Company filed nearly identical derivative lawsuits on behalf of the Company in the U.S. District Court for the District of New Jersey against the Company (as a nominal defendant) and current and former members of the Company’s Board of Directors and current and former officers of the Company. The three cases are captioned: Bell v. Sharma et al. , No. 2:18-cv-10009-CCC-MF, McNeece v. Pappajohn et al. , No. 2:18-cv-14093, and Workman v. Pappajohn, et al. , No. 2:18-cv-14259 (the “Derivative Litigation”). The complaints allege claims for breach of fiduciary duty, violations of Section 14(a) of the Securities Exchange Act of 1934 (premised upon alleged omissions in the Company’s 2017 proxy statement), and unjust enrichment, and allege that the individual defendants failed to implement and maintain adequate controls, which resulted in ineffective disclosure controls and procedures, and conspired to conceal this alleged failure. The lawsuits seek, among other things, damages and/or restitution to the Company, appropriate equitable relief to remedy the alleged breaches of fiduciary duty, and attorneys’ fees and costs. On November 9, 2018, the Court in the Bell v. Sharma action entered a stipulation filed by the parties staying the Bell action until the Securities Litigation is dismissed, with prejudice, and all appeals have been exhausted; or the defendants’ motion to dismiss in the Securities Litigation is denied in whole or in part; or either of the parties in the Bell action gives 30 days’ notice that they no longer consent to the stay. On December 10, 2018, the parties in the McNeece action filed a stipulation that is substantially identical to the Bell stipulation. On February 1, 2019, the Court in the Workman action granted a stipulation that is substantially identical to the Bell stipulation. The Company is unable to predict the ultimate outcome of the Derivative Litigation and therefore cannot estimate possible losses or ranges of losses, if any. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Business Disposals In July 2019, we sold our BioPharma Business and our Clinical Business as described in Note 1. Assignment of Leases In connection with the BioPharma Disposal in July 2019, we assigned the lease to our North Carolina location to Buyer, and we are currently in the process of assigning the lease to our New Jersey location to Buyer. Such leases were assumed by Buyer as part of the BioPharma Disposal, effective July 15, 2019. Issuance of Stock Options On July 23, 2019, the Company issued 100,000 stock options to each of its five non-employee directors. The options will vest in equal monthly installments over the next twelve months and have an exercise price of $0.15 per share. The directors have waived their rights to any claim for past due director compensation as a condition of these option grants. Exchanges of Debt into Common Stock Between July 24, 2019 and July 31, 2019, the Company issued an aggregate of 2,571,429 shares of common stock to Iliad in exchange for the return of an aggregate of $375,000 of principal amount of the Convertible Note to the Company. |
Organization, Description of _2
Organization, Description of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated 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, 2018 , filed with the Securities and Exchange Commission on April 16, 2019. The consolidated balance sheet as of December 31, 2018 , 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, 2019 . |
Recent Accounting Pronouncements | Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (“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 right-of-use assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements (with the exception of short-term leases). In July 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-11 to the existing transition guidance that allows entities to recognize a cumulative-effect adjustment to the opening balance of accumulated deficit in the period of adoption. Effective January 1, 2019, we adopted ASC 842 using this new transition guidance. The comparative information has not been restated and continues to be reported under the accounting standard in effect for those periods. We have elected to use the package of practical expedients, which allows us to not (1) reassess whether any expired or existing contracts are considered or contain leases; (2) reassess the lease classification for any expired or existing leases; and (3) reassess the initial direct costs for any existing leases. We did not elect the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing impairment. The most significant impact of adopting ASC 842 is related to the recognition of right-of-use assets and lease liabilities for operating leases. Our accounting for finance leases remains substantially unchanged. The adoption of ASC 842 had no impact on our unaudited condensed consolidated statements of operations or total cash flows from operations. The cumulative effect of the changes made to our unaudited consolidated January 1, 2019 balance sheet for the adoption of ASC 842 were as follows (in thousands): As of December 31, 2018 Adjustment for Adoption of ASC 842 As of January 1, 2019 ASSETS Current assets of discontinued operations $ 23,421 $ 2,327 $ 25,748 Operating lease right-of-use assets — 238 238 $ 23,421 $ 2,565 $ 25,986 LIABILITIES Current liabilities of discontinued operations $ 20,742 $ 2,327 $ 23,069 Deferred rent payable and other 154 (154 ) — Obligations under operating leases, current portion — 204 204 Obligations under operating leases, less current portion — 188 188 $ 20,896 $ 2,565 $ 23,461 Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which clarifies the accounting for implementation costs in cloud computing arrangements. The update will become effective for interim and annual periods beginning after December 15, 2019 and may be adopted either retrospectively or prospectively. Early adoption is permitted. We plan to adopt this standard prospectively. We are currently evaluating the impact that adoption of this ASU will have on our consolidated financial statements and whether or not to early adopt. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): “ Simplifying the Accounting for Goodwill Impairment ,” which removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods. Early adoption is permitted and applied prospectively. We do not expect ASU 2017-04 to have a material impact on our consolidated financial statements. |
Organization, Description of _3
Organization, Description of Business and Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Changes for the adoption of ASC 842 | The cumulative effect of the changes made to our unaudited consolidated January 1, 2019 balance sheet for the adoption of ASC 842 were as follows (in thousands): As of December 31, 2018 Adjustment for Adoption of ASC 842 As of January 1, 2019 ASSETS Current assets of discontinued operations $ 23,421 $ 2,327 $ 25,748 Operating lease right-of-use assets — 238 238 $ 23,421 $ 2,565 $ 25,986 LIABILITIES Current liabilities of discontinued operations $ 20,742 $ 2,327 $ 23,069 Deferred rent payable and other 154 (154 ) — Obligations under operating leases, current portion — 204 204 Obligations under operating leases, less current portion — 188 188 $ 20,896 $ 2,565 $ 23,461 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summarized results of consolidated discontinued operations | Summarized results of our unaudited condensed consolidated discontinuing operations are as follows for the three and six months ended June 30, 2019 and 2018 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenue $ 4,621 $ 5,755 $ 9,638 $ 11,995 Cost of revenues 3,438 3,978 7,081 8,302 Gross profit 1,183 1,777 2,557 3,693 Operating expenses: Research and development 429 657 875 1,323 General and administrative 1,937 3,955 3,339 7,295 Sales and marketing 585 955 1,501 2,320 Transaction costs 402 — 651 — Total operating expenses 3,353 5,567 6,366 10,938 Loss from discontinuing operations (2,170 ) (3,790 ) (3,809 ) (7,245 ) Other expense: Interest expense (1,063 ) (576 ) (2,173 ) (812 ) Total other expense (1,063 ) (576 ) (2,173 ) (812 ) Net loss from discontinuing operations $ (3,233 ) $ (4,366 ) $ (5,982 ) $ (8,057 ) Unaudited condensed consolidated carrying amounts of major classes of assets and liabilities from discontinued operations were as follows as of June 30, 2019 and December 31, 2018 (in thousands): June 30, 2019 December 31, 2018 Current assets of discontinued operations: Accounts receivable, net of allowance for doubtful accounts of $3,487 in 2019; $3,462 in 2018 $ 6,150 $ 6,261 Other current assets 1,422 1,652 Fixed assets, net of accumulated depreciation 3,090 3,559 Operating lease right-of-use assets 2,060 — Patents and other intangible assets, net of accumulated amortization 644 655 Goodwill 11,294 11,294 Current assets of discontinued operations $ 24,660 $ 23,421 Current liabilities of discontinued operations Accounts payable and accrued expenses $ 10,154 $ 9,967 Operating lease liabilities 2,109 — Obligations under finance leases 502 666 Deferred revenue 1,053 1,337 Line of credit 2,847 2,621 Term note 6,000 6,000 Deferred rent payable and other — 151 Current liabilities of discontinued operations $ 22,665 $ 20,742 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
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, 2019 2018 2019 2018 Common stock purchase warrants 8,378 10,055 8,378 10,055 Stock options 1,743 3,085 1,743 3,085 Convertible note 4,710 — 4,710 — Advance from NovellusDx, Ltd. 2,819 — 2,819 — Restricted shares of common stock 19 57 19 57 17,669 13,197 17,669 13,197 |
Leasing Arrangements (Tables)
Leasing Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Components of lease expense and supplemental information | The components of lease expense were as follows for the three and six months ended June 30, 2019 for continuing operations (in thousands): Three months ended June 30, 2019 Six months ended June 30, 2019 Operating lease cost $ 44 $ 87 Short-term lease cost 29 54 Variable lease cost 15 45 $ 88 $ 186 Supplemental cash flow related to leases of our continuing operations was as follows for the three and six months ended June 30, 2019 (in thousands): Three months ended June 30, 2019 Six months ended June 30, 2019 Cash paid amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 55 $ 110 Other supplemental information related to leases of our continuing operations was as follows for the six months ended June 30, 2019: Weighted average remaining lease term (in years) Operating leases 1.49 Weighted average discount rate Operating leases 7.96 % |
Schedule of future estimated minimum lease payments under non-cancelable operating leases | At June 30, 2019 , future estimated minimum lease payments under non-cancelable operating leases were as follows (in thousands): 2019 (remaining 6 months) $ 94 2020 209 2021 12 Total minimum lease payments 315 Less amount representing interest 30 Total $ 285 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [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, 2019 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, 2019 3,004 $ 5.77 5.70 $ — Granted 95 0.44 Cancelled or expired (1,356 ) 5.55 Outstanding June 30, 2019 1,743 $ 5.66 6.91 $ — Exercisable June 30, 2019 1,149 $ 7.92 5.93 $ — |
Weighted-average assumptions used to estimate fair value of options granted | The following table presents the weighted-average assumptions used to estimate the fair value of options granted to employees during the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2018 2019 2018 Volatility 77.81 % 90.15 % 77.81 % Risk free interest rate 2.89 % 2.54 % 2.89 % Dividend yield 0.00 % 0.00 % 0.00 % Term (years) 6.49 6.32 6.49 Weighted-average fair value of options granted during the period $ 0.63 $ 0.34 $ 0.63 |
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, 2019 : Non-vested Restricted Stock Awards Number of Weighted-Average Grant Date Fair Value Non-vested at January 1, 2019 29 $ 3.43 Vested (9 ) 4.15 Cancelled (1 ) 6.30 Non-vested at June 30, 2019 19 $ 2.94 |
Summary of the 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 Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss during the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Cost of revenues $ 28 $ 90 $ 56 $ 181 Research and development 7 16 15 31 General and administrative 62 140 178 298 Sales and marketing 5 22 11 32 Total stock-based compensation $ 102 $ 268 $ 260 $ 542 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Summary of warrant activity | The following table summarizes the warrant activity for the six months ended June 30, 2019 (in thousands, except exercise price): Issued With / For Exercise Warrants 2019 Warrants Issued 2019 Warrants Expired Warrants Outstanding June 30, 2019 Non-Derivative Warrants: Financing $ 10.00 243 — — 243 Financing 15.00 276 — — 276 2015 Offering 5.00 3,450 — — 3,450 2017 Debt 0.92 443 — — 443 2019 Offering 0.2475 — 933 — 933 2019 Offering 0.253 — 1,065 — 1,065 Total non-derivative warrants 3.86 B 4,412 1,998 — 6,410 Derivative Warrants: 2016 Offerings 2.25 A 1,968 — — 1,968 2017 Offering 2.35 A 3,500 — (3,500 ) — 2017 Offering 2.50 A 175 — (175 ) — Total derivative warrants 2.25 B 5,643 — (3,675 ) 1,968 Total $ 3.48 B 10,055 1,998 (3,675 ) 8,378 A These warrants are subject to fair value accounting and contain a contingent net cash settlement feature. See Note 12. B Weighted-average exercise prices are as of June 30, 2019 . |
Fair Value of Warrants (Tables)
Fair Value of Warrants (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 (in thousands): Issued with/for Fair value of warrants Change in fair Fair value of warrants 2016 Offerings $ 225 $ (176 ) $ 49 2017 Offering 23 (23 ) — $ 248 $ (199 ) $ 49 |
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 June 30, 2019 and December 31, 2018 . 2016 Offerings As of June 30, 2019 As of December 31, 2018 Exercise price $ 2.25 $ 2.25 Expected life (years) 2.58 3.08 Expected volatility 114.13 % 100.51 % Risk-free interest rate 1.73 % 2.46 % Expected dividend yield — % — % 2017 Offering As of December 31, 2018 Exercise price $ 2.36 Expected life (years) 0.44 Expected volatility 172.5 % Risk-free interest rate 2.56 % Expected dividend yield — % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 Total Quoted Prices in Significant Other Significant Warrant liability $ 49 $ — $ — $ 49 Note payable 13 — — 13 $ 62 $ — $ — $ 62 December 31, 2018 Total Quoted Prices in Significant Other Significant Warrant liability $ 248 $ — $ — $ 248 Note payable 20 — — 20 Other derivatives 86 $ — $ — 86 $ 354 $ — $ — $ 354 |
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 and other derivatives, which were measured at fair value using Level 3 inputs (in thousands): Note Payable Warrant Other to VenturEast Liability Derivatives Fair value at December 31, 2018 $ 20 $ 248 $ 86 Change in fair value (7 ) (199 ) (86 ) Fair value at June 30, 2019 $ 13 $ 49 $ — |
Organization, Description of _4
Organization, Description of Business and Basis of Presentation - Business Disposals - Discontinued Operations (Details) - USD ($) | Jul. 15, 2019 | Jul. 05, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jul. 17, 2018 |
Subsequent events | BioPharma Disposal | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Gross consideration | $ 23,500,000 | ||||||
Closing adjustments | 1,978,240 | ||||||
Promissory note receivable | 7,692,300 | ||||||
Cash received from transaction | $ 2,260,000 | ||||||
Interest rate | 6.00% | ||||||
Amount due if older accounts receivable are not collected prior to December 31, 2019 | $ 830,000 | ||||||
Convertible Note | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Term note, principal balance | $ 2,625,000 | ||||||
PFG | Secured Debt | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Term note, principal balance | $ 6,000,000 | $ 6,000,000 | |||||
Maximum | Subsequent events | BioPharma Disposal | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Adjustment to net worth | $ 775,000 | ||||||
Clinical Agreement | Subsequent events | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Period of service | 12 months | ||||||
Cash consideration received, total | $ 758,000 | ||||||
Cash consideration received for equipment | 45,000 | ||||||
Advance from related party | 1,000,000 | ||||||
Supplier invoices paid directly to related party | 177,000 | ||||||
Transaction costs | $ 110,000 | ||||||
Term of contract | 24 months | ||||||
Non-compete term | 3 years | ||||||
Transition Services Agreement | Maximum | Subsequent events | BioPharma Disposal | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Period of service | 6 months | ||||||
Discontinued operations | Convertible Note | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Interest expense, debt | $ 657,000 | $ 0 | $ 1,442,000 | $ 0 |
Organization, Description of _5
Organization, Description of Business and Basis of Presentation - 2019 Offerings (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 26, 2019 | Jan. 09, 2019 | Jan. 31, 2019 | Jan. 14, 2019 |
Class of Stock [Line Items] | ||||
Warrants, number of shares of common stock with right to purchase (in shares) | 933,334 | 933,334 | ||
Warrants, exercise price (usd per share) | $ 0.2475 | $ 0.2475 | ||
Warrants, exercise period | 5 years | |||
H.C. Wainwright, underwriter | ||||
Class of Stock [Line Items] | ||||
Warrants, number of shares of common stock with right to purchase (in shares) | 1,065,217 | 13,333,334 | 1,065,217 | |
Warrants, exercise price (usd per share) | $ 0.253 | $ 0.225 | $ 0.253 | |
Warrants, exercise period | 5 years | |||
Public Offering | ||||
Class of Stock [Line Items] | ||||
Warrants, number of shares of common stock with right to purchase (in shares) | 15,217,392 | |||
Warrants, exercise price (usd per share) | $ 0.23 | |||
Proceeds received | $ 2,975 | $ 2,437 | ||
Stock issuance costs | $ 525 | $ 563 |
Organization, Description of _6
Organization, Description of Business and Basis of Presentation - Additional Information (Details) - USD ($) | Sep. 18, 2018 | May 31, 2019 | Jun. 30, 2019 | Jun. 20, 2019 | Dec. 15, 2018 | Jul. 17, 2018 |
Debt Instrument [Line Items] | ||||||
Share issued upon conversion of convertible note (in shares) | 1,539,815 | |||||
NDX | Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price (in usd per share) | $ 0.606 | |||||
Advance from related party | $ 1,500,000 | |||||
Stated interest rate (percent) | 10.75% | 21.00% | ||||
Convertible Note | ||||||
Debt Instrument [Line Items] | ||||||
Term note, principal balance | $ 2,625,000 | |||||
Conversion price (in usd per share) | $ 0.80 | |||||
Convertible note | $ 3,100,000 | |||||
Interest rate upon reset due to default (percent) | 22.00% | |||||
Increase to outstanding balance upon default (percent) | 15.00% | |||||
Increase to outstanding balance upon default | $ 408,000 | |||||
Stated interest rate (percent) | 10.00% | |||||
Convertible Debt, Adjusted Conversion Price Portion | ||||||
Debt Instrument [Line Items] | ||||||
Term note, principal balance | $ 1,250,000 | |||||
Conversion price (in usd per share) | $ 0.2273 | |||||
Convertible promissory note to accredited investor | Convertible Note | ||||||
Debt Instrument [Line Items] | ||||||
Convertible note | $ 350,000 |
Organization, Description of _7
Organization, Description of Business and Basis of Presentation - Schedule of Changes for the adoption of ASC 842 (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
ASSETS | |||
Current assets of discontinued operations | $ 24,660 | $ 25,748 | $ 23,421 |
Operating lease right-of-use assets | 153 | 238 | |
Assets effected by accounting change | 25,986 | 23,421 | |
LIABILITIES | |||
Current liabilities of discontinued operations | 22,665 | 23,069 | 20,742 |
Deferred rent payable and other | 0 | 154 | |
Obligations under operating leases, current portion | 207 | 204 | |
Obligations under operating leases, less current portion | $ 78 | 188 | |
Liabilities effected by accounting change | 23,461 | $ 20,896 | |
Adjustment for Adoption of ASC 842 | |||
ASSETS | |||
Current assets of discontinued operations | 2,327 | ||
Operating lease right-of-use assets | 238 | ||
Assets effected by accounting change | 2,565 | ||
LIABILITIES | |||
Current liabilities of discontinued operations | 2,327 | ||
Deferred rent payable and other | (154) | ||
Obligations under operating leases, current portion | 204 | ||
Obligations under operating leases, less current portion | 188 | ||
Liabilities effected by accounting change | $ 2,565 |
Going Concern (Details)
Going Concern (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net cash provided by (used in) operating activities, continuing operations | $ (886) | $ (1,790) | |
Unrestricted cash and cash equivalents | 667 | $ 161 | |
Negative working capital | $ 7,300 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jul. 17, 2018 | |
SVB | Line of Credit | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Line of credit | $ 2,800,000 | $ 2,800,000 | |||
Secured Debt | PFG | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Term note, principal balance | 6,000,000 | 6,000,000 | |||
Convertible Note | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Term note, principal balance | $ 2,625,000 | ||||
Discontinued operations | Convertible Note | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Interest expense, debt | $ 657,000 | $ 0 | $ 1,442,000 | $ 0 |
Discontinued Operations - Summa
Discontinued Operations - Summarized results of consolidated discontinued operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jan. 01, 2019 | Dec. 31, 2018 | |
Income Statement Disclosures | ||||||
Revenue | $ 4,621 | $ 5,755 | $ 9,638 | $ 11,995 | ||
Cost of revenues | 3,438 | 3,978 | 7,081 | 8,302 | ||
Gross profit | 1,183 | 1,777 | 2,557 | 3,693 | ||
Research and development | 429 | 657 | 875 | 1,323 | ||
General and administrative | 1,937 | 3,955 | 3,339 | 7,295 | ||
Sales and marketing | 585 | 955 | 1,501 | 2,320 | ||
Transaction costs | 402 | 0 | 651 | 0 | ||
Total operating expenses | 3,353 | 5,567 | 6,366 | 10,938 | ||
Loss from discontinuing operations | (2,170) | (3,790) | (3,809) | (7,245) | ||
Interest expense | (1,063) | (576) | (2,173) | (812) | ||
Total other expense | (1,063) | (576) | (2,173) | (812) | ||
Net loss from discontinuing operations | (3,233) | $ (4,366) | (5,982) | $ (8,057) | ||
Current assets of discontinued operations: | ||||||
Accounts receivable, net of allowance for doubtful accounts of $3,487 in 2019; $3,462 in 2018 | 6,150 | 6,150 | $ 6,261 | |||
Allowance for doubtful accounts | 3,487 | 3,487 | 3,462 | |||
Other current assets | 1,422 | 1,422 | 1,652 | |||
Fixed assets, net of accumulated depreciation | 3,090 | 3,090 | 3,559 | |||
Operating lease right-of-use assets | 2,060 | 2,060 | 0 | |||
Patents and other intangible assets, net of accumulated amortization | 644 | 644 | 655 | |||
Goodwill | 11,294 | 11,294 | 11,294 | |||
Current assets of discontinued operations | 24,660 | 24,660 | $ 25,748 | 23,421 | ||
Current liabilities of discontinued operations | ||||||
Accounts payable and accrued expenses | 10,154 | 10,154 | 9,967 | |||
Operating lease liabilities | 2,109 | 2,109 | 0 | |||
Obligations under finance leases | 502 | 502 | 666 | |||
Deferred revenue | 1,053 | 1,053 | 1,337 | |||
Line of credit | 2,847 | 2,847 | 2,621 | |||
Term note | 6,000 | 6,000 | 6,000 | |||
Deferred rent payable and other | 0 | 0 | 151 | |||
Current liabilities of discontinued operations | $ 22,665 | $ 22,665 | $ 23,069 | $ 20,742 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - Sales - Customer | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Number of customers that accounted for approximately 10% or more of revenue | 1 | 4 | 3 | 2 |
Percentage of benchmark | 65.00% | 69.00% | 68.00% | 37.00% |
Revenue - Performance Obligatio
Revenue - Performance Obligations (Details) | Jun. 30, 2019 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | Discovery Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
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, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from calculation (in shares) | 17,669 | 13,197 | 17,669 | 13,197 |
Common stock purchase warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from calculation (in shares) | 8,378 | 10,055 | 8,378 | 10,055 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from calculation (in shares) | 1,743 | 3,085 | 1,743 | 3,085 |
Convertible note | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from calculation (in shares) | 4,710 | 0 | 4,710 | 0 |
Advance from NovellusDx, Ltd. | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from calculation (in shares) | 2,819 | 0 | 2,819 | 0 |
Restricted shares of common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from calculation (in shares) | 19 | 57 | 19 | 57 |
Leasing Arrangements - Componen
Leasing Arrangements - Components of lease expense and supplemental information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Lease expense | ||
Operating lease cost | $ 44 | $ 87 |
Short-term lease cost | 29 | 54 |
Variable lease cost | 15 | 45 |
Total lease expense | 88 | 186 |
Cash paid amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 55 | $ 110 |
Operating leases | ||
Weighted average remaining lease term (in years) | 1 year 5 months 25 days | 1 year 5 months 25 days |
Weighted average discount rate | 7.96% | 7.96% |
Leasing Arrangements - Schedule
Leasing Arrangements - Schedule of future estimated minimum lease payments under non-cancelable operating leases (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
2019 (remaining 6 months) | $ 94 |
2020 | 209 |
2021 | 12 |
Total minimum lease payments | 315 |
Less amount representing interest | 30 |
Total | $ 285 |
Financing - Additional Informat
Financing - Additional Information (Details) | Jul. 31, 2019USD ($)shares | Sep. 18, 2018USD ($) | Jul. 17, 2018USD ($)day$ / shares | May 31, 2019USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 20, 2019USD ($) | Dec. 15, 2018$ / shares |
Debt Instrument [Line Items] | |||||||||
Loss on extinguishment of debt | $ 256,000 | $ 0 | |||||||
Share issued upon conversion of convertible note (in shares) | shares | 1,539,815 | ||||||||
Convertible Note | |||||||||
Debt Instrument [Line Items] | |||||||||
Term note, principal balance | $ 2,625,000 | ||||||||
Proceeds from Convertible Note | 2,500,000 | ||||||||
Original issue discount | 100,000 | ||||||||
Beneficial conversion feature on Convertible Note | 328,000 | ||||||||
Less unamortized debt issuance costs | $ 25,000 | ||||||||
Debt instrument term | 18 months | ||||||||
Stated interest rate (percent) | 10.00% | ||||||||
Conversion price (in usd per share) | $ / shares | $ 0.80 | ||||||||
Number of trading days' notice | day | 5 | ||||||||
Increase in fair value of the embedded conversion option | $ 547,000 | ||||||||
Percent increase of future cash flows | 10.00% | ||||||||
Amortization of debt discount and debt issuance costs | 37,000 | ||||||||
Loss on extinguishment of debt | $ 584,000 | $ 584,000 | |||||||
Maximum monthly redemption | $ 650,000 | ||||||||
Minimum stock price per share under debt covenant (in usd per share) | $ / shares | $ 1 | ||||||||
Debt Repayment Premium | 10.00% | ||||||||
Duration period eligible for prepayment at premium | 1 year | ||||||||
Increase to outstanding balance upon default (percent) | 15.00% | ||||||||
Increase to outstanding balance upon default | $ 408,000 | ||||||||
Interest rate upon reset due to default (percent) | 22.00% | ||||||||
Convertible note | 3,100,000 | 3,100,000 | |||||||
Convertible Debt, Adjusted Conversion Price Portion | |||||||||
Debt Instrument [Line Items] | |||||||||
Term note, principal balance | $ 1,250,000 | ||||||||
Conversion price (in usd per share) | $ / shares | $ 0.2273 | ||||||||
NDX | Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate (percent) | 10.75% | 21.00% | |||||||
Conversion price (in usd per share) | $ / shares | $ 0.606 | ||||||||
Advance from related party | $ 1,500,000 | ||||||||
Long-term line of credit | 1,500,000 | 1,500,000 | |||||||
Convertible promissory note to accredited investor | Convertible Note | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible note | $ 350,000 | ||||||||
Discontinued operations | Convertible Note | |||||||||
Debt Instrument [Line Items] | |||||||||
Loss on extinguishment of debt | $ 328,000 | $ 328,000 | |||||||
Subsequent events | |||||||||
Debt Instrument [Line Items] | |||||||||
Share issued upon conversion of convertible note (in shares) | shares | 2,571,429 | ||||||||
Subsequent events | Convertible promissory note to accredited investor | Convertible Note | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible note | $ 375,000 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | Jul. 31, 2019 | Jan. 26, 2019 | Jan. 09, 2019 | May 31, 2019 | Jun. 30, 2019 | Jan. 31, 2019 | Jan. 14, 2019 | Jul. 17, 2018 |
Class of Warrant or Right [Line Items] | ||||||||
Warrants, number of shares of common stock with right to purchase (in shares) | 933,334 | 933,334 | ||||||
Warrants, exercise price (usd per share) | $ 0.2475 | $ 0.2475 | ||||||
Share issued upon conversion of convertible note (in shares) | 1,539,815 | |||||||
H.C. Wainwright, underwriter | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants, number of shares of common stock with right to purchase (in shares) | 1,065,217 | 13,333,334 | 1,065,217 | |||||
Warrants, exercise price (usd per share) | $ 0.253 | $ 0.225 | $ 0.253 | |||||
Public Offering | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants, number of shares of common stock with right to purchase (in shares) | 15,217,392 | |||||||
Warrants, exercise price (usd per share) | $ 0.23 | |||||||
Proceeds received | $ 2,975,000 | $ 2,437,000 | ||||||
Stock issuance costs | $ 525,000 | $ 563,000 | ||||||
Convertible Note | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Convertible note | $ 3,100,000 | |||||||
Conversion price (in usd per share) | $ 0.80 | |||||||
Convertible Debt, Adjusted Conversion Price Portion | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Conversion price (in usd per share) | $ 0.2273 | |||||||
Convertible promissory note to accredited investor | Convertible Note | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Convertible note | $ 350,000 | |||||||
Subsequent events | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Share issued upon conversion of convertible note (in shares) | 2,571,429 | |||||||
Subsequent events | Convertible promissory note to accredited investor | Convertible Note | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Convertible note | $ 375,000 |
Sale of Net Operating Losses (D
Sale of Net Operating Losses (Details) | Apr. 04, 2019USD ($) |
Income Tax Contingency [Line Items] | |
Proceeds from sale of net operating losses | $ 512,000 |
Gross sales price | 521,000 |
State and local jurisdiction | New Jersey Division of Taxation | |
Income Tax Contingency [Line Items] | |
Net operating losses sold | 11,638,516 |
Research and development tax credits | State and local jurisdiction | |
Income Tax Contingency [Line Items] | |
Net operating losses sold | $ 71,968 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) | Jul. 23, 2019shares$ / shares | Jun. 30, 2019USD ($)shares | Jun. 30, 2018 | Jun. 30, 2019USD ($)stock_plan$ / sharesshares | Jun. 30, 2018 |
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 | ||||
Stock options issued (in shares) | 95,000 | ||||
exercise price (usd per share) | $ / shares | $ 0.44 | ||||
2011 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for future awards (in shares) | 1,174,875 | 1,174,875 | |||
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) | 3 months | ||||
Unrecognized compensation cost | $ | $ 13,817 | $ 13,817 | |||
Nonemployee | Subsequent events | Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options issued (in shares) | 100,000 | ||||
Number of non-employee directors | 5 | ||||
Vesting period | 12 months | ||||
exercise price (usd per share) | $ / shares | $ 0.15 | ||||
Employee | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost related to non-vested stock options granted | $ | $ 423,948 | $ 423,948 | |||
Unrecognized compensation cost related to non-vested stock options granted expect to recognize, period (in years) | 2 years 10 months 20 days |
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, 2019 | Dec. 31, 2018 | |
Options Outstanding, Number of Shares Outstanding | ||
Outstanding, beginning balance (in shares) | 3,004,000 | |
Granted (in shares) | 95,000 | |
Canceled or expired (in shares) | (1,356,000) | |
Outstanding, ending balance (in shares) | 1,743,000 | 3,004,000 |
Exercisable (in shares) | 1,149,000 | |
Options Outstanding, Weighted-Average Exercise Price | ||
Outstanding, beginning balance (usd per share) | $ 5.77 | |
Granted (usd per share) | 0.44 | |
Cancelled or expired (usd per share) | 5.55 | |
Outstanding, ending balance (usd per share) | 5.66 | $ 5.77 |
Exercisable (usd per share) | $ 7.92 | |
Weighted-Average Remaining Contractual Term and Aggregate Intrinsic Value | ||
Weighted- Average Remaining Contractual Term, Outstanding (in years) | 6 years 10 months 28 days | 5 years 8 months 13 days |
Weighted- Average Remaining Contractual Term, Exercisable (in years) | 5 years 11 months 5 days | |
Aggregate Intrinsic Value, Outstanding | $ 0 | $ 0 |
Aggregate Intrinsic Value, Exercisable | $ 0 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Assumptions Used to Estimate Fair Value of Options Granted (Details) - Stock options - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Volatility (percent) | 77.81% | 90.15% | 77.81% | |
Risk free interest rate (percent) | 2.89% | 2.54% | 2.89% | |
Dividend yield (percent) | 0.00% | 0.00% | 0.00% | 0.00% |
Term (years) | 6 years 5 months 25 days | 6 years 3 months 26 days | 6 years 5 months 25 days | |
Weighted-average fair value of options granted during the period (usd per share) | $ 0.63 | $ 0.34 | $ 0.63 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Award Activity (Details) - Restricted shares of common stock | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Number of Shares (in shares): | |
Non-vested, beginning balance (in shares) | shares | 29,000 |
Vested (in shares) | shares | (9,000) |
Cancelled (in shares) | shares | (1,000) |
Non-vested, ending balance (in shares) | shares | 19,000 |
Weighted-Average Grant Date Fair Value (in dollars per share): | |
Non-vested, beginning balance (usd per share) | $ / shares | $ 3.43 |
Vested (usd per share) | $ / shares | 4.15 |
Cancelled (usd per share) | $ / shares | 6.30 |
Non-vested, ending balance (usd per share) | $ / shares | $ 2.94 |
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, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation | $ 102 | $ 268 | $ 260 | $ 542 |
Cost of revenues | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation | 28 | 90 | 56 | 181 |
Research and development | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation | 7 | 16 | 15 | 31 |
General and administrative | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation | 62 | 140 | 178 | 298 |
Sales and marketing | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation | $ 5 | $ 22 | $ 11 | $ 32 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - $ / shares | Jun. 30, 2019 | Jan. 31, 2019 | Jan. 26, 2019 | Jan. 14, 2019 | Jan. 09, 2019 |
Class of Warrant or Right [Line Items] | |||||
Warrants, number of shares of common stock with right to purchase (in shares) | 933,334 | 933,334 | |||
Warrants, exercise price (usd per share) | $ 0.2475 | $ 0.2475 | |||
H.C. Wainwright, underwriter | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, number of shares of common stock with right to purchase (in shares) | 1,065,217 | 1,065,217 | 13,333,334 | ||
Warrants, exercise price (usd per share) | $ 0.253 | $ 0.253 | $ 0.225 | ||
2017 Offering | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, number of shares of common stock with right to purchase (in shares) | 3,675,000 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Details) - $ / shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Class of Warrant or Right [Line Items] | ||
Warrants Exercise Price (usd per share) | $ 3.48 | |
Warrants Outstanding (in shares) | 8,378 | 10,055 |
Warrants Issued (in shares) | 1,998 | |
Warrants expired (in shares) | (3,675) | |
Warrant Issued With | Non-derivative warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants Exercise Price (usd per share) | $ 3.86 | |
Warrants Outstanding (in shares) | 6,410 | 4,412 |
Warrants Issued (in shares) | 1,998 | |
Warrants expired (in shares) | 0 | |
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 | 5,643 |
Warrants Issued (in shares) | 0 | |
Warrants expired (in shares) | (3,675) | |
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 | 243 |
Warrants Issued (in shares) | 0 | |
Warrants expired (in shares) | 0 | |
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 | 276 |
Warrants Issued (in shares) | 0 | |
Warrants expired (in shares) | 0 | |
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 | 443 |
Warrants Issued (in shares) | 0 | |
Warrants expired (in shares) | 0 | |
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 | 3,450 |
Warrants Issued (in shares) | 0 | |
Warrants expired (in shares) | 0 | |
2019 Offering | Warrant Issued With | Non-derivative warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants Exercise Price (usd per share) | $ 0.2475 | |
Warrants Outstanding (in shares) | 933 | 0 |
Warrants Issued (in shares) | 933 | |
Warrants expired (in shares) | 0 | |
2019 Offering | Warrant Issued With | Non-derivative warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants Exercise Price (usd per share) | $ 0.253 | |
Warrants Outstanding (in shares) | 1,065 | 0 |
Warrants Issued (in shares) | 1,065 | |
Warrants expired (in shares) | 0 | |
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 | 1,968 |
Warrants Issued (in shares) | 0 | |
Warrants expired (in shares) | 0 | |
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) | 0 | 3,500 |
Warrants Issued (in shares) | 0 | |
Warrants expired (in shares) | (3,500) | |
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) | 0 | 175 |
Warrants Issued (in shares) | 0 | |
Warrants expired (in shares) | (175) |
Fair Value of Warrants - Summar
Fair Value of Warrants - Summary of Derivative Warrant Activity (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Class of Warrants Outstanding [Roll Forward] | |
Fair value of warrants outstanding as of December 31, 2018 | $ 248 |
Change in fair value of warrants | (199) |
Fair value of warrants outstanding as of June 30, 2019 | 49 |
2016 Offerings | |
Class of Warrants Outstanding [Roll Forward] | |
Fair value of warrants outstanding as of December 31, 2018 | 225 |
Change in fair value of warrants | (176) |
Fair value of warrants outstanding as of June 30, 2019 | 49 |
2017 Offering | |
Class of Warrants Outstanding [Roll Forward] | |
Fair value of warrants outstanding as of December 31, 2018 | 23 |
Change in fair value of warrants | (23) |
Fair value of warrants outstanding as of June 30, 2019 | $ 0 |
Fair Value of Warrants - Assump
Fair Value of Warrants - Assumptions Used in Computing Fair Value of Derivative Warrants (Details) - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Dec. 31, 2018 | Jan. 14, 2019 | Jan. 09, 2019 | |
Class of Warrant or Right [Line Items] | ||||
Exercise price (usd per share) | $ 0.2475 | $ 0.2475 | ||
2016 Offering | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (usd per share) | $ 2.25 | $ 2.25 | ||
Expected life (years) | 2 years 6 months 29 days | 3 years 29 days | ||
2017 Offering | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (usd per share) | $ 2.36 | |||
Expected life (years) | 5 months 9 days | |||
Expected volatility | 2016 Offering | ||||
Class of Warrant or Right [Line Items] | ||||
Measurement input assumption (as a percent) | 114.13% | 100.51% | ||
Expected volatility | 2017 Offering | ||||
Class of Warrant or Right [Line Items] | ||||
Measurement input assumption (as a percent) | 172.50% | |||
Risk-free interest rate | 2016 Offering | ||||
Class of Warrant or Right [Line Items] | ||||
Measurement input assumption (as a percent) | 1.73% | 2.46% | ||
Risk-free interest rate | 2017 Offering | ||||
Class of Warrant or Right [Line Items] | ||||
Measurement input assumption (as a percent) | 2.56% | |||
Expected dividend yield | 2016 Offering | ||||
Class of Warrant or Right [Line Items] | ||||
Measurement input assumption (as a percent) | 0.00% | 0.00% | ||
Expected dividend yield | 2017 Offering | ||||
Class of Warrant or Right [Line Items] | ||||
Measurement input assumption (as a percent) | 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, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Note payable | $ 13 | $ 20 |
Total liabilities fair value | 62 | 354 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
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] | ||
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] | ||
Note payable | 13 | 20 |
Total liabilities fair value | 62 | 354 |
Warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 49 | 248 |
Warrant liability | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Warrant liability | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Warrant liability | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 49 | 248 |
Other derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 86 | |
Other derivatives | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | |
Other derivatives | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | |
Other derivatives | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 86 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Gain (loss) due to change in value of note payable | $ (7) | $ (64) | $ (7) | $ (81) |
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 | 7 | 64 | $ 7 | 81 |
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 on derivative due to change in stock price | $ 206 | $ 2,154 | $ 199 | $ 2,846 |
Fair Value Measurements - Sum_2
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, 2019USD ($) | |
Note payable | VenturEast | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value at December 31, 2018 | $ 20 |
Change in fair value | (7) |
Fair value at June 30, 2019 | 13 |
Warrant liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value at December 31, 2018 | 248 |
Change in fair value | (199) |
Fair value at June 30, 2019 | 49 |
Other derivatives | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value at December 31, 2018 | 86 |
Change in fair value | (86) |
Fair value at June 30, 2019 | $ 0 |
Joint Venture Agreement - Addit
Joint Venture Agreement - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 74 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | May 31, 2013 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Joint venture net loss | $ 0 | $ 3,000 | ||||
Research and development | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Joint venture net loss | $ 0 | $ 1,000 | 0 | $ 3,000 | ||
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 | |||||
Maximum | Joint Venture Agreement | ||||||
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) | Jul. 23, 2019shares$ / shares | Jan. 31, 2019$ / sharesshares | Jan. 14, 2019$ / sharesshares | Jan. 31, 2019public_offering$ / shares | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2018USD ($) | Aug. 31, 2018USD ($) |
Related Party Transaction [Line Items] | ||||||||
Number of public offerings | public_offering | 2 | |||||||
Stock options issued (in shares) | 95,000 | |||||||
exercise price (usd per share) | $ / shares | $ 0.44 | |||||||
Equity Dynamics, Inc. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Agreement with related party, fee | $ | $ 10,000 | |||||||
Agreement with related party, consulting fee | $ | $ 30,000 | $ 60,000 | ||||||
Due to related party | $ | $ 70,000 | |||||||
Private Placement | John Pappajohn | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares issues (in shares) | 1,000,000 | 1,000,000 | ||||||
Shares issued, price per share (usd per share) | $ / shares | $ 0.23 | $ 0.225 | $ 0.23 | |||||
Private Placement | John Roberts | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares issues (in shares) | 185,436 | 100,000 | ||||||
Shares issued, price per share (usd per share) | $ / shares | $ 0.23 | $ 0.225 | 0.23 | |||||
Private Placement | Geoffrey Harris | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares issues (in shares) | 100,000 | |||||||
Shares issued, price per share (usd per share) | $ / shares | $ 0.225 | |||||||
Private Placement | Edmund Cannon | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares issues (in shares) | 43,479 | |||||||
Shares issued, price per share (usd per share) | $ / shares | $ 0.23 | 0.23 | ||||||
Private Placement | M. Glenn Miles | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares issues (in shares) | 150,000 | |||||||
Shares issued, price per share (usd per share) | $ / shares | $ 0.23 | $ 0.23 | ||||||
Nonemployee | Subsequent events | Stock options | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock options issued (in shares) | 100,000 | |||||||
Number of non-employee directors | 5 | |||||||
Vesting period | 12 months | |||||||
exercise price (usd per share) | $ / shares | $ 0.15 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jul. 31, 2019 | Jul. 23, 2019 | May 31, 2019 | Jun. 30, 2019 |
Subsequent Event [Line Items] | ||||
Stock options issued (in shares) | 95,000 | |||
exercise price (usd per share) | $ 0.44 | |||
Share issued upon conversion of convertible note (in shares) | 1,539,815 | |||
Subsequent events | ||||
Subsequent Event [Line Items] | ||||
Share issued upon conversion of convertible note (in shares) | 2,571,429 | |||
Convertible Note | ||||
Subsequent Event [Line Items] | ||||
Convertible note | $ 3,100,000 | |||
Convertible promissory note to accredited investor | Convertible Note | ||||
Subsequent Event [Line Items] | ||||
Convertible note | $ 350,000 | |||
Convertible promissory note to accredited investor | Convertible Note | Subsequent events | ||||
Subsequent Event [Line Items] | ||||
Convertible note | $ 375,000 | |||
Nonemployee | Stock options | Subsequent events | ||||
Subsequent Event [Line Items] | ||||
Stock options issued (in shares) | 100,000 | |||
Number of non-employee directors | 5 | |||
Vesting period | 12 months | |||
exercise price (usd per share) | $ 0.15 |
Uncategorized Items - cgix-2019
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (2,509,000) |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (2,509,000) |