Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | May 22, 2020 | Jun. 28, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ISCO | ||
Title of 12(g) Security | Common Stock, $0.001 par value per share | ||
Security Exchange Name | NONE | ||
Entity Registrant Name | International Stem Cell CORP | ||
Entity Central Index Key | 0001355790 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity File Number | 0-51891 | ||
Entity Tax Identification Number | 20-4494098 | ||
Entity Address, Address Line One | 5950 Priestly Drive | ||
Entity Address, City or Town | Carlsbad | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92008 | ||
City Area Code | 760 | ||
Local Phone Number | 940-6383 | ||
Entity Public Float | $ 3,131,830 | ||
Entity Common Stock, Shares Outstanding | 7,539,089 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | Yes | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | Information from the registrant’s definitive Proxy Statement for its Annual Meeting of Stockholders to be held in 2020 is incorporated by reference into Part III of this Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Cash | $ 484,000 | $ 1,075,000 |
Accounts receivable, net | 1,515,000 | 651,000 |
Inventory, net | 1,246,000 | 1,501,000 |
Prepaid expenses and other current assets | 207,000 | 543,000 |
Total current assets | 3,452,000 | 3,770,000 |
Non-current inventory | 358,000 | 805,000 |
Property and equipment, net | 668,000 | 469,000 |
Intangible assets, net | 1,335,000 | 2,674,000 |
Right-of-use asset | 717,000 | |
Deposits and other assets | 90,000 | 78,000 |
Total assets | 6,620,000 | 7,796,000 |
Liabilities, Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) | ||
Accounts payable | 654,000 | 458,000 |
Accrued liabilities | 642,000 | 579,000 |
Operating lease liability, current | 367,000 | |
Advances | 250,000 | 250,000 |
Related party note payable | 2,045,000 | |
Fair value of warrant liability | 1,745,000 | |
Total current liabilities | 1,913,000 | 5,077,000 |
Related party note payable | 2,370,000 | |
Fair value of warrant liability | 207,000 | |
Long-term deferred rent | 182,000 | |
Operating lease liability, net of current portion | 718,000 | |
Total liabilities | 5,208,000 | 5,259,000 |
Commitments and contingencies | ||
Stockholders' Equity (Deficit) | ||
Common stock, $0.001 par value, 120,000,000 shares authorized, 7,539,089 and 6,933,861 shares issued and outstanding at December 31, 2019 and 2018, respectively | 8,000 | 7,000 |
Additional paid-in capital | 103,490,000 | 109,188,000 |
Accumulated deficit | (106,391,000) | (106,663,000) |
Total stockholders' equity (deficit) | (2,888,000) | 2,537,000 |
Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) | 6,620,000 | 7,796,000 |
Series D Redeemable Convertible Preferred Stock [Member] | ||
Liabilities, Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) | ||
Series D Redeemable Convertible Preferred stock, $0.001 par value, 50 shares authorized, 43 issued and outstanding, with liquidation preference of $4,300 at December 31, 2019 | 4,300,000 | |
Series B Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Convertible Preferred stock | ||
Series D Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Convertible Preferred stock | ||
Series G Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Convertible Preferred stock | 5,000 | 5,000 |
Series I-1 Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Convertible Preferred stock | ||
Series I-2 Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Convertible Preferred stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 20,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 7,539,089 | 6,933,861 |
Common stock, shares outstanding | 7,539,089 | 6,933,861 |
Series D Redeemable Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.001 | |
Temporary equity, shares authorized | 50 | |
Temporary equity, shares issued | 43 | |
Temporary equity, shares outstanding | 43 | |
Temporary equity, liquidation preference | $ 4,300 | |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 250,000 | 250,000 |
Preferred stock, shares outstanding | 250,000 | 250,000 |
Liquidation preference | $ 426 | $ 411 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 50 | |
Preferred stock, shares issued | 43 | |
Preferred stock, shares outstanding | 43 | |
Liquidation preference | $ 4,320 | |
Series G Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Liquidation preference | $ 5,000 | $ 5,000 |
Series I-1 Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,000 | 2,000 |
Preferred stock, shares issued | 814 | 814 |
Preferred stock, shares outstanding | 814 | 814 |
Liquidation preference | $ 814 | $ 814 |
Series I-2 Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 4,310 | 4,310 |
Preferred stock, shares issued | 4,310 | 4,310 |
Preferred stock, shares outstanding | 4,310 | 4,310 |
Liquidation preference | $ 4,310 | $ 4,310 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | ||
Total revenues | $ 9,472 | $ 11,089 |
Revenue, Product and Service [Extensible List] | us-gaap:ProductMember | us-gaap:ProductMember |
Expenses | ||
Cost of sales | $ 3,933 | $ 4,069 |
Research and development | 1,386 | 2,396 |
Selling and marketing | 2,685 | 2,631 |
General and administrative | 7,196 | 5,467 |
Total expenses | 15,200 | 14,563 |
Loss from operations | (5,728) | (3,474) |
Other income (expense) | ||
Change in fair value of warrant liability | (1,538) | (1,368) |
Interest expense | 77 | 48 |
Miscellaneous income | 2 | 44 |
Miscellaneous expense | 21 | |
Total other income (expense), net | 1,463 | 1,343 |
Net loss | (4,265) | (2,131) |
Net loss applicable to common stockholders | $ (4,265) | $ (2,131) |
Net loss per common share-basic and diluted | $ (0.57) | $ (0.33) |
Weighted average shares outstanding-basic and diluted | 7,513 | 6,388 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Series D Redeemable Convertible Preferred Stock [Member] | Preferred Stock [Member]Series B Convertible Preferred Stock [Member] | Preferred Stock [Member]Series G Convertible Preferred Stock [Member] | Preferred Stock [Member]Series I One Convertible Preferred Stock [Member] | Preferred Stock [Member]Series I Two Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2017 | $ 2,064 | $ 5 | $ 6 | $ 106,585 | $ (104,532) | ||||
Beginning balance, shares at Dec. 31, 2017 | 250 | 5,000 | 1 | 4 | 6,057 | ||||
Issuance of common stock | |||||||||
for services | 15 | 15 | |||||||
for services, shares | 10 | ||||||||
for cash | 500 | $ 1 | 499 | ||||||
for cash, shares | 286 | ||||||||
from exercise of options | 160 | 160 | |||||||
from exercise of options, shares | 141 | ||||||||
for settlement of trade payables | 248 | 248 | |||||||
for settlement of trade payables, shares | 160 | ||||||||
Conversion of preferred stock, shares | 280 | ||||||||
Stock-based compensation | 1,681 | 1,681 | |||||||
Net loss | (2,131) | (2,131) | |||||||
Ending balance at Dec. 31, 2018 | 2,537 | $ 5 | $ 7 | 109,188 | (106,663) | ||||
Ending balance, shares at Dec. 31, 2018 | 250 | 5,000 | 1 | 4 | 6,934 | ||||
Out of period correction (Note 2) | (4,300) | (8,837) | 4,537 | ||||||
Out of period correction (Note 2), Redeemable Convertible Redeemable Preferred Stock | $ 4,300 | ||||||||
Conversion of debt | 1,049 | $ 1 | 1,048 | ||||||
Conversion of debt, shares | 599 | ||||||||
Issuance of common stock | |||||||||
for cash | 4 | 4 | |||||||
for cash, shares | 6 | ||||||||
Stock-based compensation | 2,087 | 2,087 | |||||||
Net loss | (4,265) | (4,265) | |||||||
Ending balance at Dec. 31, 2019 | $ (2,888) | $ 5 | $ 8 | $ 103,490 | $ (106,391) | ||||
Ending balance at Dec. 31, 2019 | $ 4,300 | ||||||||
Ending balance, shares at Dec. 31, 2019 | 250 | 5,000 | 1 | 4 | 7,539 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (4,265) | $ (2,131) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 285 | 308 |
Stock-based compensation expense | 2,087 | 1,681 |
Common stock issued for services | 4 | 15 |
Change in fair value of warrant liability | (1,538) | (1,368) |
Allowance for inventory obsolescence | 579 | (20) |
Interest expense on related party note payable | 73 | 45 |
Gain on settlement of trade payables | (32) | |
Loss on disposal of property and equipment | 25 | |
Impairment of intangible assets | 1,540 | 607 |
Changes in operating assets and liabilities | ||
Accounts receivable | (864) | (186) |
Inventory | 123 | (287) |
Prepaid expenses and other current assets | 336 | 245 |
Deposits and other assets | (12) | (4) |
Right-of-use assets under lease obligations | 289 | |
Accounts payable | 196 | (92) |
Accrued liabilities | 74 | 112 |
Operating lease liabilities | (304) | |
Net cash used in operating activities | (1,397) | (1,082) |
Investing activities | ||
Purchases of property and equipment | (164) | (185) |
Payments for patent licenses | (330) | (476) |
Net cash used in investing activities | (494) | (661) |
Financing activities | ||
Proceeds from related party note payable | 1,300 | 2,000 |
Proceeds from sale of common stock | 500 | |
Proceeds from exercise of stock options | 160 | |
Payments on financed insurance premiums | (146) | |
Net cash provided by financing activities | 1,300 | 2,514 |
Net (decrease) increase in cash | (591) | 771 |
Cash, beginning of year | 1,075 | 304 |
Cash, end of year | 484 | 1,075 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 5 | 3 |
Supplemental disclosure of non-cash investing and financing activities | ||
Issuance of common stock for settlement of trade payables | 248 | |
Conversion of a related party note payable to common stock | $ 1,049 | |
Financed insurance premiums | 9 | |
Lease incentives received for leasehold improvements and construction in progress | $ 179 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | 1. Organization and Significant Accounting Policies Organization and Business International Stem Cell Corporation (the “Company”) was organized in Delaware in June 2005 and is publicly traded in OTC QX. The Company is a research and development company, for the therapeutic market, which has focused on advancing potential clinical applications of human parthenogenetic stem cells (“hpSCs”) for the treatment of various diseases of the central nervous system and liver diseases. The Company has the following wholly-owned subsidiaries: • Lifeline Cell Technology, LLC (“LCT”) – for the biomedical market, develops, manufactures and commercializes primary human cell research products including over 208 human cell culture products, including frozen human “primary” cells and the reagents (called “media”) needed to grow, maintain and differentiate the cells; • Lifeline Skin Care, Inc. (“LSC”) – for the anti-aging cosmetic market, develops, manufactures and markets a category of anti-aging cosmetic skin care products based on the Company’s proprietary parthenogenetic stem cell technology and small molecule technology; • Cyto Therapeutics Pty. Ltd. (“Cyto Therapeutics”) – performs research and development for the Therapeutic Market and is currently conducting clinical trials in Australia for the use of ISC-hpNSC® in the treatment of Parkinson’s disease. The Company is a biotechnology company focused on therapeutic and clinical product development with multiple long-term therapeutic opportunities and two revenue-generating subsidiaries with potential for increased future revenues. The Company has generated product revenues from the two commercial businesses of $9,472,000 and $11,089,000 for the years ended December 31, 2019 and 2018, respectively. The Company currently has no revenue generated from its principal operations in therapeutic and clinical product development through research and development efforts. Liquidity and Going Concern The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern, which assumes that the Company will realize its assets and satisfy its liabilities in the normal course of business. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern. The Company has an accumulated deficit of approximately $106.4 million as of December 31, 2019 and has incurred net losses and has had negative operating cash flows since inception. The Company has had no revenue from its principal operations in therapeutic and clinical product development through research and development efforts. Based on cash on-hand at , 2019 of $484,000 and anticipated cash burn, the Company estimates it has existing resources to fund the Company’s principal operations into the second quarter of 2020. There can be no assurance that the Company will be successful in maintaining normal operating cash flow or obtaining additional funding. The Company continues to evaluate various financing sources and options to raise working capital to help fund current research and development programs and operations. The Company will need to obtain significant additional capital from sources including the exercise of outstanding warrants, equity and/or debt financings, license arrangements, grants and/or collaborative research arrangements to sustain its operations and develop products. The timing and degree of any future capital requirements will depend on many factors, including: • the accuracy of the assumptions underlying the estimates for capital needs in 2020 and beyond; • the extent that revenues from sales of LSC and LCT products cover the related costs and provide capital; • scientific progress in research and development programs; • the magnitude and scope of the Company’s research and development programs and its ability to establish, enforce and maintain strategic arrangements for research, development, clinical testing, manufacturing and marketing; • the progress with preclinical development and clinical trials; • the time and costs involved in obtaining regulatory approvals; • the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims; • the number and type of product candidates that the Company decides to pursue; and • the development of major public health concerns, including the novel coronavirus outbreak or other pandemics arising globally, and the current and future impact of it and COVID-19 on our business operations and funding requirements (see Note 12 for further discussion). Additional financing through strategic collaborations, public or private equity financings or other financing sources may not be available on acceptable terms, or at all. Additional equity financing could result in significant dilution to stockholders. Additional debt financing may be expensive and require the Company to pledge all or a substantial portion of its assets. Further, if additional funds are obtained through arrangements with collaborative partners, these arrangements may require the Company to relinquish rights to some of its technologies, product candidates or products that the Company would otherwise seek to develop and commercialize on its own. If sufficient capital is not available, the Company may be required to delay, reduce the scope of or eliminate one or more of its product initiatives. Principles of Consolidation The Company’s consolidated financial statements include the accounts of International Stem Cell Corporation and its subsidiaries after intercompany balances and transactions have been eliminated. Inventory Inventory is accounted for using the average cost and first-in, first-out (FIFO) methods for LCT cell culture media and reagents, average cost and specific identification methods for LSC products, and specific identification method for LCT products. Inventory balances are stated at the lower of cost or net realizable value. Laboratory supplies used in the research and development process are expensed as consumed. Inventory is reviewed periodically for product expiration and obsolescence and is adjusted accordingly. The value of the inventory that is not expected to be sold within twelve months of the year end is classified as non-current inventory on the consolidated balance sheets. Accounts Receivable Trade accounts receivable are recorded at the net invoice value and are not interest bearing. Accounts receivable primarily consist of trade accounts receivable from the sales of LCT’s products, timing of cash receipts by the Company related to LSC credit card sales to customers, as well as LSC trade receivable amounts related to spa and distributor sales. The Company considers receivables past due based on the contractual payment terms. The Company reviews its exposure to accounts receivable and reserves specific amounts if collectability is no longer reasonably assured. As of December 31, 2019 and 2018, the Company had an allowance for doubtful accounts totaling $12,000. Advances On June 18, 2008, the Company entered into an agreement with BioTime, Inc. (“BioTime”), where BioTime paid an advance of $250,000 to LCT to produce, make, and distribute Joint Products. The $250,000 advance will be reduced with the first $250,000 of net revenues that otherwise would be allocated to LCT under the agreement. As of December 31, 2019, no revenues were realized from this agreement. Property and Equipment Property and equipment are stated at cost. The provision for depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, generally over three to five years. The costs of major remodeling and leasehold improvements are capitalized and amortized over the shorter of the remaining term of the lease or the estimated life of the asset. Intangible Assets Intangible assets consist of acquired patent licenses and capitalized legal fees related to the acquisition, filing, maintenance, and defense of patents and trademarks. Amortization begins once the patent is issued by the appropriate authoritative bodies. In the period in which a patent application is rejected or efforts to pursue the patent are abandoned, all the related accumulated costs are expensed. Patents and other intangible assets are amortized on a straight-line basis over the shorter of the lives of the underlying patents, generally 15 years. All amortization expense and impairment charges related to intangible assets are included in general and administrative expense. Long-Lived Asset Impairment The Company reviews long-lived assets for impairment when events or changes in business conditions indicate that their carrying value may not be recoverable. The Company considers assets to be impaired and writes them down to estimated fair value if expected associated undiscounted cash flows are less than the carrying amounts. Fair value is the present value of the associated cash flows. Revenue Recognition Revenue is recognized at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. This principle is applied using the following five-step process: 1. Identify the contract with the customer 2. Identify the performance obligations in the contract 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations in the contract 5. Recognize revenue when (or as) each performance obligation is satisfied Under ASC 606, the Company recognizes revenue when it satisfies a performance obligation by transferring control of the promised goods or services to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The following table presents the Company’s revenue disaggregated by segment, product and geography (in thousands): Biomedical Market: Year Ended December 31, 2019 U.S. OUS* Total Revenues % of Total Revenues Biomedical products Media $ 5,750 $ 483 $ 6,233 83 % Cells 851 395 1,246 17 % Other 20 — 20 0 % Total $ 6,621 $ 878 $ 7,499 100 % *Outside the United States Year Ended December 31, 2018 U.S. OUS* Total Revenues % of Total Revenues Biomedical products Media $ 7,336 $ 516 $ 7,852 85 % Cells 1,002 405 1,407 15 % Other 18 — 18 0 % Total $ 8,356 $ 921 $ 9,277 100 % *Outside the United States Cosmetic Market: Year Ended December 31, 2019 Year Ended December 31, 2018 Total Revenues % of Total Revenues Total Revenues % of Total Revenues Cosmetic sales channels ecommerce $ 1,043 53 % $ 976 54 % Professional 930 47 % 836 46 % Total $ 1,973 100 % $ 1,812 100 % The Company's revenue consists primarily of sales of products from its two revenue-generating operating segments, the biomedical products and anti-aging cosmetics products business segments. The biomedical market segment markets and sells primary human cell research products with two product categories, cells and media, both sold within and outside the United States. Contract terms for unit price, quantity, shipping and payment are governed by sales agreements, invoices or online order forms which the Company considers to be a customer's contract in all cases. The unit price is considered the observable stand-alone selling price for the arrangements. Any promotional or volume sales discounts are applied evenly to the units sold for purposes of calculating standalone selling price. The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. Product sales generally consist of a single performance obligation that the Company satisfies at a point in time. For LSC products, ecommerce sales are primarily paid through credit card charges, while professional and international sales are invoiced. The professional sales and biomedical products' standard payment terms for its customers are generally 30 days after the Company satisfies the performance obligations. For cosmetic products, the Company honors a 30-day return policy, but historical returns have been minimal and as such, no estimated allowance for sales returns was recorded as of December 31, 2019 and 2018. The Company elects to account for shipping and handling as activities to fulfill the promise to transfer the goods. As a result, no consideration is allocated to shipping and handling. Rather, the Company accrues the cost of shipping and handling upon shipment of the product, and all contract revenue is recognized at the same time. Variable Consideration The Company records revenue from customers in an amount that reflects the transaction price it expects to be entitled to after transferring control of those goods or services. From time to time, the Company offers sales promotions on its skincare products such as discounts and free product offers. Variable consideration is estimated at contract inception only to the extent that it is probable that a significant reversal of revenue will not occur and updated at the end of each reporting period as additional information becomes available. Contract Balances The Company records a receivable when it has an unconditional right to receive consideration after the performance obligations are satisfied. As of December 31, 2019 and 2018, accounts receivable, net, totaled $1,515,000 and $651,000, respectively. For the year ended December 31, 2019, the Company did not incur material impairment losses with respect to its receivables. Practical Expedients The Company has elected the practical expedient not to determine whether contracts with customers contain significant financing components. The Company pays commissions on certain sales for its biomedical and cosmetic market(s) once the customer payment has been received, which are accrued at the time of the sale. The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses. In addition, the Company has elected to exclude sales taxes in consideration of the transaction price. Allowance for Sales Returns The Company’s cosmetic products have a 30-day product return guarantee. Historical returns have been immaterial, so as of December 31, 2019 and 2018, the Company had no allowance for sales returns. Cost of Sales Cost of sales consists primarily of salaries and benefits associated with employee efforts expended directly on the production of the Company’s products and include related direct materials, general laboratory supplies and allocation of overhead. Certain of the agreements under which the Company has licensed technology will require the payment of royalties based on the sale of its future products. Such royalties will be recorded as a component of cost of sales. Additionally, the amortization of license fees or milestone payments related to developed technologies used in the Company’s products will be classified as a component of cost of sales to the extent such payments become due in the future. Research and Development Costs Research and development costs, which are expensed as incurred, are primarily comprised of costs and expenses for salaries and benefits associated with research and development personnel, overhead, occupancy and contract services. Australian Tax Incentive The Company is eligible to obtain a cash refund from the Australian Taxation Office under the Australian R&D Tax Incentive Program. The tax incentive reduces company R&D costs by offering tax offsets for eligible R&D expenditure. Eligible companies with a turnover of less than $20 million receive a refundable tax offset, allowing the benefit to be paid as a cash refund if they are in a tax loss position. Since the refund does not depend on an entity’s tax status or tax position, it is outside of the scope of accounting for income taxes and is treated as grant income. Due to uncertainty regarding allowable costs, the Company records the grants when the funds are received. The Company recognized reductions to R&D expense of $615,000 and $346,000 for the years ended December 31, 2019 and 2018, respectively. Stock-Based Compensation The Company recognizes stock-based compensation expense associated with stock options and other stock-based awards in accordance with the authoritative guidance for stock-based compensation. The cost of a stock-based award is measured at the grant date based on the estimated fair value of the award, and is recognized as expense on a straight-line basis, net of estimated forfeitures over the requisite service period of the award. The fair value of stock options is estimated using the Black-Scholes option valuation model, which requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. The fair value of restricted stock awards is based on the market value of the Company’s common stock on the date of grant. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Assets and liabilities that are measured at fair value are reported using a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The table below sets forth a summary of the Company’s liabilities which are measured at fair value on a recurring basis as of December 31, 2019 and 2018 (in thousands). Total Level 1 Level 2 Level 3 Warrant Liabilities Balance as of December 31, 2019 $ 207 $ — $ — $ 207 Balance as of December 31, 2018 1,745 — — 1,745 The following table displays the rollforward activity of liabilities with inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity) (in thousands): Warrant Liability Ending balance at December 31, 2017 $ 3,113 Adjustments to estimated fair value (1,368 ) Ending balance at December 31, 2018 $ 1,745 Adjustments to estimated fair value (1,538 ) Ending balance at December 31, 2019 $ 207 Warrant Liability The Company is required to recognize warrant agreements as a liability since the warrants do not meet the specific conditions for equity classification and therefore need to be recognized at its fair value. The fair value of the warrant liability is calculated using the Monte-Carlo simulation model, which requires the use of certain estimates. The fair value of these warrants is re-measured at each financial reporting period with any changes in fair value being recognized as a component of other income (expense) in the accompanying consolidated statements of operations. The following assumptions were used as inputs to the model: Years Ended December 31, 2019 2018 Significant assumptions: Risk-free interest rate 1.55% - 1.59% 2.48% - 2.59% Volatility 85.0% 94.2% Term to expiration 0.29 - 1.21 years 1.29 - 2.21 years Subsequent financing 0% 90% Income Taxes The Company accounts for income taxes in accordance with applicable authoritative guidance, which requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards. Penalties and interest are recorded with general and administrative expenses. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Significant estimates include patent life (remaining legal life versus remaining useful life), inventory carrying values, allowance for excess and obsolete inventories, allowance for sales returns and doubtful accounts, and transactions using the Black-Scholes option pricing model, e.g., warrants and stock options, as well as the Monte-Carlo valuation method for certain warrants. Actual results could differ from those estimates. Fair Value of Financial Instruments The Company believes that the carrying value of its cash and cash equivalents, receivables, accounts payable, accrued liabilities, and related party payable as of December 31, 2019 and 2018 approximate their fair values because of the short-term nature of those instruments. The fair value of certain warrants was determined at each issuance and reporting date and other applicable re-measurement dates in 2019 and 2018 using the Monte-Carlo valuation methodology. Income (Loss) Per Common Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. Potentially dilutive common stock equivalents are comprised of options, convertible preferred stock and warrants. For the years ended December 31, 2019 and 2018, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as the inclusion of the potentially dilutive securities would be antidilutive. For the periods below, these stock options, warrants, and convertible preferred stock were not included in the diluted loss per share calculation because the effect would have been anti-dilutive. Years Ended December 31, 2019 2018 Options outstanding 4,936,673 4,367,342 Convertible preferred stock 6,132,278 6,120,725 Warrants outstanding 3,951,052 3,951,052 Comprehensive Income Comprehensive income or loss includes all changes in stockholders’ equity except those resulting from investments by owners and distributions to owners. The Company did not have any items of comprehensive income or loss other than net loss from operations for the years ended December 31, 2019 and 2018. Recent Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, “Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting.” The adoption of ASU 2018-07 on January 1, 2019 did not result in a material impact on the Company’s balance sheet or statement of operations I n July 2017, the FASB issued ASU No. 2017-11, "Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivatives and Hedging (Topic 815)" ("ASU 2017-11") effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. ASU 2017-11 changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. The amendments require entities that present earnings per share ("EPS") in accordance with Topic 260 to recognize the effect of the down round feature when triggered with the effect treated as a dividend and as a reduction of income available to common shareholders in basic EPS. The adoption of ASU 2017-11 on January 1, 2019 did not result in a material impact on the Company’s balance sheet or statement of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize “right-of-use” assets and a lease liability for all leases with lease terms of more than 12 months. The Company elected the exception from applying the new guidance for any short-term leases with initial terms less than or equal to 12 months. Topic 842 requires additional quantitative and qualitative financial statement footnote disclosures about the leases, significant judgments made in accounting for those leases and amounts recognized in the financial statements about those leases. In 2018 and 2019, the FASB has issued and incorporated several additional ASUs to provide clarifying guidance associated with the application of certain principles within Topic 842. The effective date will be the first quarter of fiscal year 2019. The Company elected the “package of practical expedients,” which allowed the Company to not reassess under the new guidance, the Company’s prior conclusions about lease identification, classification, and treatment of initial direct costs as well as electing the modified retrospective approach effective January 1, 2019. At adoption, total right-of-use assets and operating lease liabilities were approximately $1,180,000 and $1,389,000 respectively. All operating lease expense is recognized on a straight-line basis over the lease term. Accounting Pronouncements Being Evaluated In June 2016, the Financial Accounting Standards Board (FASB) issued ASU No. 2016-13, Financial Instruments— Credit Losses (Topic 326). The ASU introduced a new credit loss methodology, the Current Expected Credit Losses (CECL) methodology, which requires earlier recognition of credit losses, while also providing additional transparency about credit risk. The CECL methodology utilizes a lifetime "expected credit loss” measurement objective for the recognition of credit losses for loans, held-to maturity debt securities, trade receivables and other receivables measured at amortized cost at the time the financial asset is originated or acquired. The Company is currently evaluating the impact of the adoption of this ASU, which will be effective for the Company as of January 1, 2023. I n August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820), “Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13), which removes the valuation processes for Level 3 fair value measurements and adds the disclosure for the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The updated standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently evaluating the impact of the adoption of this accounting standard update. In December 2019, the FASB issued ASU No 2019-12 , Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Correction of Immaterial Missta
Correction of Immaterial Misstatements in the Financial Statements for the Year Ended December 31, 2018 | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Changes And Error Corrections [Abstract] | |
Correction of Immaterial Misstatements in the Financial Statements for the Year Ended December 31, 2018 | 2. Correction of Immaterial Misstatements in the Financial Statements for the Year Ended December 31, 2018 During the quarter ended June 30, 2019, the Company determined that the Series D Preferred Stock has a contingent redemption feature. As this feature may trigger the redemption of the convertible preferred stock that is not solely within the Company’s control, the convertible preferred stock should be classified in temporary equity (outside of permanent equity) on the Company’s consolidated balance sheet as of December 31, 2018. The March 31, 2019 consolidated balance sheet has been corrected by classifying the Series D redeemable convertible preferred stock within temporary equity from additional paid-in capital in the amount of $4,300,000. The Company also determined that the beneficial conversion feature was previously incorrectly recorded in accumulated deficit instead of additional paid-in capital in the amount of $4,537,000. Based on a quantitative and qualitative analysis of the errors as required by authoritative guidance, management concluded the errors were not material to any of the previously issued financial statements from 2009 through 2018 and corrected the error prospectively. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. Inventory The components of inventories are as follows (in thousands): December 31, December 31, 2019 2018 Raw materials $ 688 $ 656 Work in process 492 590 Finished goods 1,219 1,276 Total 2,399 2,522 Less: allowance for inventory excess and obsolescence (795 ) (216 ) Total current and non-current inventory, net $ 1,604 $ 2,306 Inventory, net $ 1,246 $ 1,501 Non-current inventory 358 805 Total current and non-current inventory, net $ 1,604 $ 2,306 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment consist of the following (in thousands): December 31, December 31, 2019 2018 Machinery and equipment $ 1,642 $ 1,614 Computer equipment and software 236 251 Office equipment 230 215 Leasehold improvements 1,290 996 Construction in progress 12 45 3,410 3,121 Less: accumulated depreciation and amortization (2,742 ) (2,652 ) Property and equipment, net $ 668 $ 469 Depreciation and amortization expense for the years ended December 31, 2019 and 2018 were $156,000 and $191,000, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 5. Intangible Assets Intangible Assets consists of the following (in thousands): Years Ended December 31, 2019 2018 Patents $ 2,268 $ 3,549 Less: accumulated amortization (1,008 ) (958 ) Total 1,260 2,591 Indefinite life logos and trademarks 75 83 Intangible assets, net $ 1,335 $ 2,674 Amortization expense for the years ended December 31, 2019 and 2018 was $129,000 and $117,000, respectively. During the years ended December 31, 2019 and 2018, the Company abandoned and fully impaired certain patents that the Company concluded it would no longer defend or incur additional costs to maintain. Impairment charges for the year ended December 31, 2019 and 2018 was $1,540,000 and $607,000 respectively. The timing of approval of pending patent applications is uncertain, so they are included in the thereafter period below until issued. Pending patents at December 31, 2019 was $260,000. At December 31, 2019, future amortization expense related to the intangible assets subject to amortization is expected to be as follows (in thousands): Amount 2020 $ 84 2021 84 2022 84 2023 84 2024 84 Thereafter 840 Total $ 1,260 |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Capital Stock | 6. Capital Stock Common Stock As of December 31, 2019, the Company is authorized to issue 120,000,000 shares of common stock, $0.001 par value per share, and 20,000,000 shares of preferred stock, $0.001 par value per share. Description of Preferred Stock Dividends Holders of preferred stock are entitled to participating dividends with common stock when and if declared by the Company’s board of directors. No dividends have been declared as of December 31, 2019. Liquidation Liquidation preference among classes of preferred shares is first with Series D Redeemable Preferred stock (“Series D”) with priority, followed by Series G Preferred stock (“Series G”), Series B Preferred stock (“Series B”), Series I-1 Preferred stock (“Series I-1”) and Series I-2 Preferred stock (“Series I-2”) on the proceeds from any sale or liquidation of the Company in an amount equal to the purchase price of shares plus (in the case of the Series B) an amount equal to 1% of the Series B original issue price for every two calendar months from February 1, 2008. Following the satisfaction of the liquidation preferences, all shares of common stock participate in any remaining distribution. Conversion The conversion rates of the Series B, Series D, Series I-1 and Series I-2 are subject to anti-dilution adjustments whereby, subject to specified exceptions, if the Company issues equity securities or securities convertible into equity at a price below the applicable conversion price of the Series B, Series D, Series I-1 and Series I-2, the conversion price of each such series shall be adjusted downward to equal the price of the new securities. The conversion rate of the Series G is subject to a weighted-average adjustment in the event of the issuance of additional shares of common stock below the conversion price, subject to specified exceptions. The conversion price of the Series I-1 and Series I-2 are also subject to certain resets as set forth in the Certificates of Designation, including a reverse stock split. The following table summarizes the number of shares of common stock into which each share of preferred stock can be converted at December 31, 2019 and 2018: As of December 31, 2019 As of December 31, 2018 Initial Conversion Ratio to Conversion Ratio to Series Conversion Price Conversion Price Common Stock Conversion Price Common Stock Series B $ 75.00 $ 1.08 0.925924 $ 1.08 0.925924 Series D $ 37.50 $ 1.75 57,142.860500 $ 1.75 57,142.860500 Series G $ 60.00 $ 9.70 0.103099 $ 9.92 0.100790 Series I-1 $ 1.75 $ 1.75 571.428571 $ 1.75 571.428571 Series I-2 $ 1.75 $ 1.75 571.428571 $ 1.75 571.428571 Voting The holders of Series B, Series D, and Series G are entitled to one vote for each share of common stock into which it would convert. As long as there are at least 10 shares of Series D outstanding, the holders of Series D have (i) the right to nominate and elect two members of the Board of Directors, and (ii) the right to approve specified significant transactions affecting the Company. As long as there are at least 1,000,000 shares of Series G outstanding, the holders of Series G have the initial right to propose the nomination of two members of the Board, at least one of which such nominees shall be subject to the approval of the Company’s independent directors, for election by the stockholder’s at the Company’s next annual meeting of stockholders, or, elected by the full board of directors to fill a vacancy, as the case may be. At least one of the two directors nominated by holders of the Series G shall be independent based on the NASDAQ listing requirements. The holders of Series I-1 and Series I-2 have no voting rights, except as required by law. Series D Preferred Stock Redemption During the quarter ended June 30, 2019, the Company determined that Series D has a contingent redemption feature. As this feature may trigger the redemption of Series D that is not solely within the Company’s control, Series D is classified in temporary equity (outside of permanent equity) on the Company’s consolidated balance sheet as of December 31, 2019. See Note 2 for further discussion of the error as of December 31, 2018 and the conclusion that the error was immaterial. Capital Transactions On January 21, 2019, the Company issued 599,222 shares of common stock upon conversion of a portion of the Company’s outstanding indebtedness with a principal amount of $1 million and accrued and unpaid interest on the principal of $49,000 (See Note 7 for details of the conversion). In accordance with the Series G Certificate of Designation, the issuance of Common Shares at the conversion price of $1.75 per share triggered further adjustment in the conversion price and conversion ratio of the Series G Preferred Stock from $9.92 per share and 0.1008 shares to $9.70 per share and 0.1031 shares, respectively. The deemed dividend as a result of the down-round adjustment was trivial. Reserved Shares At December 31, 2019, the Company had shares of common stock reserved for future issuance as follows: Options outstanding 4,936,673 Options available for future grant under the 2010 Equity Participation Plan 4,487,863 Convertible preferred stock 6,132,278 Warrants 3,951,052 Total 19,507,866 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions During the first quarter of 2011, the Company executed an operating lease for its corporate offices with S Real Estate Holdings LLC. S Real Estate Holdings LLC is owned by Dr. Russell Kern, the Company’s Executive Vice President and Chief Scientific Officer and a director and was previously owned by Dr. Andrey Semechkin, the Company’s Chief Executive Officer and Co-Chairman of the Board of Directors. The lease agreement was negotiated at arm’s length and was reviewed by the Company’s outside legal counsel. The terms of the lease were reviewed by a committee of independent directors, and the Company believes that, in total, those terms are at least as favorable to the Company as could be obtained for comparable facilities from an unaffiliated party. In March 2017 the Company signed an amendment to the lease agreement to extend the term of the lease until 2019 and include annual adjustments to the monthly lease payments. For the years ended December 31, 2019 and 2018, the Company recorded $160,000, in rent expense that was related to the facility lease arrangement with related parties. Between March 6, 2018 and August 8, 2018, to obtain funding for working capital purposes, the Company borrowed a total of $2.0 million from Dr. Andrey Semechkin and issued an unsecured non-convertible promissory note in the principal amount of $2.0 million (the “Note”) to Dr. Semechkin (the “Noteholder”). The outstanding principal amount under the Note accrued interest at a rate of four percent (4%) per annum. The Note was due and payable November 1, 2018 and on November 12, 2018, to satisfy the indebtedness incurred on the Note, an amendment to the Note was entered into extending the due date to January 15, 2019. On January 21, 2019, the Company entered into a Note Conversion Agreement with Dr. Andrey Semechkin, the Company’s Co-Chairman and Chief Executive Officer (the “Conversion Agreement”). The Conversion Agreement provides for the conversion of a total of about $1.0 million (representing $1.0 million of principal and $49,000 of accrued interest, representing all accrued interest on the amount owed to Dr. Semechkin through January 21, 2019) under the promissory note issued to Dr. Semechkin on August 8, 2018 into a total of 599,222 shares of the Company’s common stock, representing a conversion price of $1.75 per share, which was greater than the fair value of common stock on the date of conversion at a price of $1.60 per share. Dr. Semechkin took less than fair value to avoid further dilution by triggering down-round adjustments to outstanding warrants and convertible preferred stock. Due to Dr. Semechkin’s role in the Company and controlling interest in the Company, no gain was recorded by the Company upon conversion and the excess was recorded within additional paid-in capital due to the absence of retained earnings. Under the Conversion Agreement, the remaining $1.0 million owed to Dr. Semechkin under the Note has been reflected in a new unsecured, non-convertible promissory note in the principal amount of $1.0 million (the “Note”). The outstanding principal amount under the Note accrues interest at a rate of 4.5% per annum. The Note is due and payable on January 15, 2021, but may be pre-paid by the Company without penalty at any time. On April 17, 2019 to obtain additional funding for working capital purposes, the Company issued an unsecured, non-convertible promissory note (the “New Promissory Note”) in the amount of $1.8 million to Dr. Andrey Semechkin, the Company’s Chief Executive Officer and Co-Chairman of the Board of Directors. Dr. Andrey Semechkin surrendered an existing promissory note from the Company for $1.0 million and provided an additional $800,000 of funds to the Company. The outstanding principal amount accrues interest at a rate of 4.5% per annum and is due and payable, on January 15, 2021 but may be pre-paid by the Company without penalty at any time. On December 17, 2019 to obtain additional funding for working capital purposes the Company issued an unsecured, non-convertible promissory note in the principal amount of $2.3 million (the “New Note”) to Dr. Andrey Semechkin. On December 17, 2019 the Noteholder provided additional $500,000 of funds to the Company and surrendered the New Promissory Note, in return for the New Note. Dr. Semechkin is the Company’s Co-Chairman and Chief Executive Officer. The outstanding principal amount under the New Note accrues interest at a rate of 4.5% per annum. The New Note is due and payable January 15, 2021 but may be pre-paid by the Company without penalty at any time |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes The Company accounts for income taxes in accordance with applicable authoritative guidance, which requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards. The Company had available at December 31, 2019, net operating loss carryforwards of approximately $70.0 million, which may be applied against future taxable income and will expire in various years through 2039. However, any net operating loss carryforwards generated in 2018 and future years will not expire and are carried forward indefinitely. At December 31, 2018, the Company had net operating loss carryforwards of approximately $ 67.2 million The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined at this time. Because of the uncertainty surrounding the realization of the loss carryforwards, the Company has established a valuation allowance equal to the tax effect of the loss carryforwards, research and development credits, and accruals; therefore, no net deferred tax asset has been recognized. A reconciliation of the statutory Federal income tax rate and the effective income tax rate for the years ended December 31, 2019 and 2018 follows: December 31, December 31, 2019 2018 Statutory federal income tax rate 21 % 21 % Permanent items 3 % 6 % State income taxes, net of federal taxes 0 % 4 % Foreign 5 % (2 )% Change in valuation allowance* (13 )% (27 )% Lease accounting 2 % 0 % Stock options true-up* (19 )% 0 % Tax credits claimed 0 % (1 )% Other 1 % (1 )% Effective income tax rate 0 % 0 % *includes a prior year correction (see below for more details) During the year ended December 31, 2019, the Company determined that it had incorrectly recorded deferred tax assets related to stock-based compensation in the amount of $392,000. These assets had a full valuation allowance. As a result, the Company wrote-off the prior year stock options expense used in calculating deferred tax assets were incorrectly reported and as a result, the valuation allowance was also impacted. The effective income tax rate, however, remained the same. As a result, the December 31, 2019 table above includes this correction that included an increase of 13% to the change in valuation allowance and a 13% decrease to stock options true-up. Based on a quantitative and qualitative analysis, management concluded the errors were not material to historical financial statements and corrected the error prospectively. The Company files income tax returns in the U.S. federal jurisdiction and various states. The Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2015. The Company does not have any material uncertain tax positions as of December 31, 2019 and 2018. The Company does not believe it is reasonably possible that the total amount of unrecognized tax benefits as of December 31, 2019 will materially change in the next 12 months. The Company may be subject to IRC Code Sections 382 and 383, which could limit the amount of the net operating loss and tax credit carryovers that can be used in future years. The Company has not completed a study to assess whether an ownership change has occurred, as defined by IRC Code Sections 382 and 383, or whether there have been ownership changes since the Company’s formation due to the complexity and cost associated with such a study, and the fact that there may be additional such ownership changes in the future. The Company estimates that if such a change did occur, the federal and state net operating loss carryforwards and research and development credit carryforwards that can be utilized in the future will be significantly limited. There can be no assurance that the Company will ever be able to realize the benefit of some or all of the federal and state loss carryforwards or the credit carryforwards, either due to ongoing operating losses or due to ownership change limitations. Significant components of deferred tax assets and liabilities are as follows (in thousands): December 31, December 31, 2019 2018 Net operating loss carryforwards $ 18,452 $ 17,569 Stock based compensation 1,980 2,437 Research and development tax credit 2,871 2,729 Other 547 260 Non-current deferred tax assets 23,850 22,995 Valuation allowances (23,850 ) (22,995 ) Net deferred tax assets $ — $ — During the preparation of the 2019 and 2018 income tax provision, the Company completed its analysis to determine the effect of the Tax Act and recorded no additional adjustments. |
Stock Options and Warrants
Stock Options and Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Options and Warrants | 9. Stock Options and Warrants Stock Options The Company adopted the 2006 Equity Participation Plan (as amended the “2006 Plan”), which provides for the grant of stock options, restricted stock and other equity based awards. Awards for up to 100,000 shares may be granted to employees, directors and consultants under this Plan. The options granted under the 2006 Plan may be either qualified or non-qualified options. Options may be granted with different vesting terms and expire no later than 10 years from the date of grant. The 2006 Plan expired on November 16, 2016. Options and other equity based awards granted prior to the expiration of the 2006 Plan will continue in effect until the option or award is exercised or terminates pursuant to its terms. No new awards may be granted under the 2006 Plan following its expiration. In April 2010, the Company adopted the 2010 Equity Participation Plan (as amended the “2010 Plan”), which provides for the grant of stock options, restricted stock and other equity based awards. Awards for up to 9,700,000 shares may be granted to employees, directors and consultants under the 2010 Plan. The options granted under the 2010 Plan may be either qualified or non-qualified options. Options may be granted with different vesting terms and expire no later than 10 years from the date of grant. In November and December of 2009, the Company issued non-qualified stock options to purchase 68,384 shares of common stock outside the 2006 and 2010 option plans to certain employees and consultants. These options vest over 50 months and expire no later than 10 years from the date of grant. As of December 31, 2019 and 2018, zero and 12,634 options were outstanding, respectively. Total stock-based compensation expense for the years ended December 31, 2019 and 2018 was comprised of the following (in thousands): Years Ended December 31, 2019 2018 Cost of sales $ 112 $ 57 Research and development 519 641 Selling and marketing 118 54 General and administrative 1,338 929 $ 2,087 $ 1,681 Unrecognized compensation expense related to stock options as of December 31, 2019 was $1,919,000, which is expected to be recognized over a weighted average period of approximately 1.51 years. In accordance with applicable authoritative guidance, the Company is required to establish assumptions and estimates of the fair value of stock options granted, as well as use a valuation model to calculate the fair value of stock-based awards. The Company uses the Black-Scholes option-pricing model to determine the fair-value of stock-based awards. All options are amortized over the requisite service periods. The fair value of options granted is estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions for the years ended December 31, 2019 and 2018: Year Ended Year Ended December 31, December 31, 2019 2018 Significant assumptions (weighted average): Risk-free interest rate at grant date 2.44 % 2.72 % Expected stock price volatility 84.95 % 92.68 % Expected dividend payout 0 % 0 % Expected option life based on management's estimate 5.71 years 5.70 years Transactions involving stock options issued to employees, directors and consultants under the 2006 Plan, the 2010 Plan and outside the plans are summarized below. Options issued have a maximum life of 10 years. The following table summarizes the changes in options outstanding and the related exercise prices for the Company’s common stock options issued: Number of Weighted Options Weighted Average Aggregate Under Average Remaining Intrinsic 2006 Plan and Price Per Contractual Value 2010 Plan Share Term (in thousands) Outstanding at December 31, 2017 2,245,349 $ 8.25 Granted 2,568,842 $ 1.56 Exercised (140,968 ) $ 1.13 Canceled or expired (318,515 ) $ 16.21 Outstanding at December 31, 2018 4,354,708 $ 3.95 Granted 1,345,964 $ 1.44 Canceled or expired (763,999 ) $ 3.18 Outstanding at December 31, 2019 4,936,673 $ 3.38 8.09 years $ — Vested and expected to vest at December 31, 2019 4,759,057 $ 3.45 8.06 years $ — Exercisable at December 31, 2019 2,970,989 $ 4.61 7.67 years $ — Weighted Number of Weighted Average Aggregate Options Issued Average Exercise Remaining Intrinsic Outside Price Per Contractual Value the Plan Share Term (in thousands) Outstanding, vested and exercisable at December 31, 2017 50,730 $ 92.31 Canceled or expired (38,096 ) $ 93.00 Outstanding, vested and exercisable at December 31, 2018 12,634 $ 90.23 Canceled or expired (12,634 ) $ 90.23 Outstanding, vested and exercisable at December 31, 2019 — $ — 0.0 years $ — During the fiscal year ended December 31, 2018, four optionees exercised 140,968 options at a weighted average exercise price of $1.13 for a total exercise price of $160,000. On the various dates of exercise, the aggregate intrinsic value of the options was $60,000 or a weighted average of $0.42 per share. Restricted Stock Awards Restricted stock awards are grants that entitle the holder to acquire shares of common stock at zero or a fixed price, which is typically nominal. The Company accounts for the restricted stock awards as issued and outstanding common stock, even though the shares covered by a restricted stock award cannot be sold, pledged, or otherwise disposed of until the award vests and any unvested shares may be reacquired by the Company for the original purchase price following the awardee’s termination of service. For the year ended December 31, 2019, there were 6,006 shares of restricted stock were awarded and fully vested at a weighted average grant date fair value of $0.62. For the year ended December 31, 2018, there were 9,855 shares of restricted stock awarded and fully vested at a weighted average grant date fair value of $1.55 per share. The fair value of the restricted stock awards is based on the market value of the common stock on the date of grant. The total grant-date fair value of restricted stock awards vested during the years ended December 31, 2019 and 2018 was approximately $3,700 and $15,000, respectively. The Company recognized approximately $3,700 and $15,000 of stock-based compensation expense related to the restricted stock awards for the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019 and 2018, there was no unrecognized compensation costs related to unvested awards. Warrants Issued with Common Stock Share data related to warrant transactions as of the years ended December 31, 2019 and 2018 were as follows: Common Stock October 2014 Financing Common Stock March 2016 Financing Total Warrants Exercise Price Outstanding, December 31, 2019, 2018 and 2017 2,483 3,948,569 3,951,052 $ 1.75 Expiration Date April 14, 2020 March 15, 2021 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Leases The Company has three operating leases for real estate in California and Maryland: • Carlsbad, California – corporate offices with a term date of February 2020 and leased from a related party (see also Note 7), • Oceanside, California – primary research facility and laboratory space with a term date of December 2021 with the Company’s option to terminate the lease on January 1, 2020 upon a six-month advanced notice, • Frederick, Maryland – mixed laboratory and administrative space with a term date of November 2025. These operating leases are included in "right-of-use assets" on the Company's December 31, 2019 balance sheet and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligation to make lease payments is included in “operating lease liabilities, current” and “operating lease liabilities, net of current portion” on the Company's December 31, 2019 balance sheet. Operating lease right-of-use assets and liabilities commencing after January 1, 2019 are recognized at commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, total right-of-use assets and operating lease liabilities were approximately $717,000 and $1,085,000, respectively. All operating lease expense is recognized on a straight-line basis over the lease term. As most of the Company’s operating leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would expect to pay to borrow on a collateralized and fully amortizing basis over a similar term an amount equal to the lease payments in a similar economic environment. Information related to the Company’s right-of-use assets and related lease liabilities were as follows (in thousands): Year Ended December 31, 2019 Operating lease costs $ 490 Operating cash flows from operating leases 486 Right-of-use assets obtained in exchange for new operating lease obligations at adoption 1,180 Weighted-average remaining lease term (years) 5.02 Weighted average discount rate 17.65 % Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands): 2020 $ 367 2021 347 2022 220 2023 226 2024 233 Thereafter 240 1,633 Less: present value adjustments (548 ) Total lease liabilities $ 1,085 Current operating lease liabilities $ 367 Non-current operating lease liabilities 718 Total operating lease liabilities $ 1,085 Total annual commitments under non-cancelable lease agreements as of December 31, 2018 under the previous lease accounting guidance are as follows (in thousands): Amount 2019 $ 491 2020 368 2021 347 2022 220 2023 227 Thereafter 454 Total $ 2,107 The Company incurred rent expense of $322,000 for the year ended December 31, 2018. Licensed Patents The Company has a minimum annual license fee of $75,000 payable in two installments per year to Astellas Pharma pursuant to the amended UMass IP license agreement and is noncancelable. Customer Concentration During the year ended December 31, 2019 for the Biomedical market segment, one major customer accounted for approximately 37% and another customer accounted for 15% of consolidated revenues. During the year ended December 31, 2018 for the Biomedical market segment, one major customer accounted for 33% of consolidated revenues and another customer accounted for 24% of consolidated revenues. No other single customer accounted for more than 10% of revenues for any period presented. Vendor Concentration During the year ended December 31, 2019, no single vendor accounted for more than 10% of consolidated purchases, while during the year ended December 31, 2018, one vendor accounted for approximately 21% of consolidated purchases. |
Segments and Geographic Informa
Segments and Geographic Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segments and Geographic Information | 11. Segments and Geographic Information The Company’s chief operating decision-maker reviews financial information presented on a consolidated basis, accompanied by disaggregated information by each reporting segment’s statement of operations. The Company operates the business on the basis of three reporting segments, the therapeutics market and two business units: Revenues, Expenses and Operating Income (loss) The Company does not measure the performance of its segments on any asset-based metrics. Therefore, segment information is presented only for operating income (loss). Revenues, expenses and operating income (loss) by market segment were as follows (in thousands): Years Ended December 31, 2019 2018 Revenues: Cosmetic market $ 1,973 $ 1,812 Biomedical market 7,499 9,277 Total revenues 9,472 11,089 Expenses: Therapeutics market 6,345 5,904 Cosmetic market 2,699 2,637 Biomedical market 6,156 6,022 Total operating expenses 15,200 14,563 Operating income (loss): Therapeutics market (6,345 ) (5,904 ) Cosmetic market (726 ) (825 ) Biomedical market 1,343 3,255 Total loss from operations $ (5,728 ) $ (3,474 ) Geographic Information The Company’s wholly-owned subsidiaries are located in Maryland, California and Melbourne, Australia, and have customer and vendor relationships worldwide. Significant revenues in the following regions are those that are attributable to the individual country within the region to which the product was shipped (in thousands): Years Ended December 31, 2019 2018 North America $ 8,583 $ 10,160 Asia 540 612 Europe 325 293 All other regions 24 24 Total $ 9,472 $ 11,089 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the situation on its financial condition, liquidity, operations, customers, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the response to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak to its results of operations, financial condition, or liquidity for fiscal year 2020. On March 1, 2020, the Company entered into an amendment to its existing facilities lease with S Real Estate Holding LLC (owned by Dr. Russell Kern, the Company’s Executive Vice President and Chief Scientific Officer and a director, and was previously owned by Dr. Andrey Semechkin, the Company’s Chief Executive Officer and Co-Chairman of the Board of Directors). The amendment extended the term of the lease for three years (until February 28, 2023) and provided for a 2% increase in monthly rent. On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief and Economic Security (CARES) Act.” The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified improvement property. We continue to examine the impact that the CARES Act may have on our business. Currently, we are unable to determine the impact that the CARES Act will have on our financial condition, results of operations, or liquidity. It also appropriated funds for the SBA Paycheck Protection Program (“PPP”) loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. The Company applied for and received $654,000 from the PPP as government aid for payroll, rent and utilities. The application for these funds required the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. This certification further required the Company to take into account our current business activity and our ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The certification made by the Company did not contain any objective criteria and is subject to interpretation. If, despite the good-faith belief that given the Company’s circumstances all eligibility requirements for the PPP Loan were satisfied, it is later determined that the Company had violated any applicable laws or regulations or it is otherwise determined the Company was ineligible to receive the PPP Loan, it may be required to repay the PPP Loan in its entirety and/or be subject to additional penalties. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business | Organization and Business International Stem Cell Corporation (the “Company”) was organized in Delaware in June 2005 and is publicly traded in OTC QX. The Company is a research and development company, for the therapeutic market, which has focused on advancing potential clinical applications of human parthenogenetic stem cells (“hpSCs”) for the treatment of various diseases of the central nervous system and liver diseases. The Company has the following wholly-owned subsidiaries: • Lifeline Cell Technology, LLC (“LCT”) – for the biomedical market, develops, manufactures and commercializes primary human cell research products including over 208 human cell culture products, including frozen human “primary” cells and the reagents (called “media”) needed to grow, maintain and differentiate the cells; • Lifeline Skin Care, Inc. (“LSC”) – for the anti-aging cosmetic market, develops, manufactures and markets a category of anti-aging cosmetic skin care products based on the Company’s proprietary parthenogenetic stem cell technology and small molecule technology; • Cyto Therapeutics Pty. Ltd. (“Cyto Therapeutics”) – performs research and development for the Therapeutic Market and is currently conducting clinical trials in Australia for the use of ISC-hpNSC® in the treatment of Parkinson’s disease. |
Basis of Presentation | The Company is a biotechnology company focused on therapeutic and clinical product development with multiple long-term therapeutic opportunities and two revenue-generating subsidiaries with potential for increased future revenues. The Company has generated product revenues from the two commercial businesses of $9,472,000 and $11,089,000 for the years ended December 31, 2019 and 2018, respectively. The Company currently has no revenue generated from its principal operations in therapeutic and clinical product development through research and development efforts. |
Liquidity and Going Concern | Liquidity and Going Concern The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern, which assumes that the Company will realize its assets and satisfy its liabilities in the normal course of business. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern. The Company has an accumulated deficit of approximately $106.4 million as of December 31, 2019 and has incurred net losses and has had negative operating cash flows since inception. The Company has had no revenue from its principal operations in therapeutic and clinical product development through research and development efforts. Based on cash on-hand at , 2019 of $484,000 and anticipated cash burn, the Company estimates it has existing resources to fund the Company’s principal operations into the second quarter of 2020. There can be no assurance that the Company will be successful in maintaining normal operating cash flow or obtaining additional funding. The Company continues to evaluate various financing sources and options to raise working capital to help fund current research and development programs and operations. The Company will need to obtain significant additional capital from sources including the exercise of outstanding warrants, equity and/or debt financings, license arrangements, grants and/or collaborative research arrangements to sustain its operations and develop products. The timing and degree of any future capital requirements will depend on many factors, including: • the accuracy of the assumptions underlying the estimates for capital needs in 2020 and beyond; • the extent that revenues from sales of LSC and LCT products cover the related costs and provide capital; • scientific progress in research and development programs; • the magnitude and scope of the Company’s research and development programs and its ability to establish, enforce and maintain strategic arrangements for research, development, clinical testing, manufacturing and marketing; • the progress with preclinical development and clinical trials; • the time and costs involved in obtaining regulatory approvals; • the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims; • the number and type of product candidates that the Company decides to pursue; and • the development of major public health concerns, including the novel coronavirus outbreak or other pandemics arising globally, and the current and future impact of it and COVID-19 on our business operations and funding requirements (see Note 12 for further discussion). Additional financing through strategic collaborations, public or private equity financings or other financing sources may not be available on acceptable terms, or at all. Additional equity financing could result in significant dilution to stockholders. Additional debt financing may be expensive and require the Company to pledge all or a substantial portion of its assets. Further, if additional funds are obtained through arrangements with collaborative partners, these arrangements may require the Company to relinquish rights to some of its technologies, product candidates or products that the Company would otherwise seek to develop and commercialize on its own. If sufficient capital is not available, the Company may be required to delay, reduce the scope of or eliminate one or more of its product initiatives. |
Principles of Consolidation | Principles of Consolidation The Company’s consolidated financial statements include the accounts of International Stem Cell Corporation and its subsidiaries after intercompany balances and transactions have been eliminated. |
Inventory | Inventory Inventory is accounted for using the average cost and first-in, first-out (FIFO) methods for LCT cell culture media and reagents, average cost and specific identification methods for LSC products, and specific identification method for LCT products. Inventory balances are stated at the lower of cost or net realizable value. Laboratory supplies used in the research and development process are expensed as consumed. Inventory is reviewed periodically for product expiration and obsolescence and is adjusted accordingly. The value of the inventory that is not expected to be sold within twelve months of the year end is classified as non-current inventory on the consolidated balance sheets. |
Accounts Receivable | Accounts Receivable Trade accounts receivable are recorded at the net invoice value and are not interest bearing. Accounts receivable primarily consist of trade accounts receivable from the sales of LCT’s products, timing of cash receipts by the Company related to LSC credit card sales to customers, as well as LSC trade receivable amounts related to spa and distributor sales. The Company considers receivables past due based on the contractual payment terms. The Company reviews its exposure to accounts receivable and reserves specific amounts if collectability is no longer reasonably assured. As of December 31, 2019 and 2018, the Company had an allowance for doubtful accounts totaling $12,000. |
Advances | Advances On June 18, 2008, the Company entered into an agreement with BioTime, Inc. (“BioTime”), where BioTime paid an advance of $250,000 to LCT to produce, make, and distribute Joint Products. The $250,000 advance will be reduced with the first $250,000 of net revenues that otherwise would be allocated to LCT under the agreement. As of December 31, 2019, no revenues were realized from this agreement. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. The provision for depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, generally over three to five years. The costs of major remodeling and leasehold improvements are capitalized and amortized over the shorter of the remaining term of the lease or the estimated life of the asset. |
Intangible Assets | Intangible Assets Intangible assets consist of acquired patent licenses and capitalized legal fees related to the acquisition, filing, maintenance, and defense of patents and trademarks. Amortization begins once the patent is issued by the appropriate authoritative bodies. In the period in which a patent application is rejected or efforts to pursue the patent are abandoned, all the related accumulated costs are expensed. Patents and other intangible assets are amortized on a straight-line basis over the shorter of the lives of the underlying patents, generally 15 years. All amortization expense and impairment charges related to intangible assets are included in general and administrative expense. |
Long-Lived Asset Impairment | Long-Lived Asset Impairment The Company reviews long-lived assets for impairment when events or changes in business conditions indicate that their carrying value may not be recoverable. The Company considers assets to be impaired and writes them down to estimated fair value if expected associated undiscounted cash flows are less than the carrying amounts. Fair value is the present value of the associated cash flows. |
Revenue Recognition | Revenue Recognition Revenue is recognized at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. This principle is applied using the following five-step process: 1. Identify the contract with the customer 2. Identify the performance obligations in the contract 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations in the contract 5. Recognize revenue when (or as) each performance obligation is satisfied Under ASC 606, the Company recognizes revenue when it satisfies a performance obligation by transferring control of the promised goods or services to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The following table presents the Company’s revenue disaggregated by segment, product and geography (in thousands): Biomedical Market: Year Ended December 31, 2019 U.S. OUS* Total Revenues % of Total Revenues Biomedical products Media $ 5,750 $ 483 $ 6,233 83 % Cells 851 395 1,246 17 % Other 20 — 20 0 % Total $ 6,621 $ 878 $ 7,499 100 % *Outside the United States Year Ended December 31, 2018 U.S. OUS* Total Revenues % of Total Revenues Biomedical products Media $ 7,336 $ 516 $ 7,852 85 % Cells 1,002 405 1,407 15 % Other 18 — 18 0 % Total $ 8,356 $ 921 $ 9,277 100 % *Outside the United States Cosmetic Market: Year Ended December 31, 2019 Year Ended December 31, 2018 Total Revenues % of Total Revenues Total Revenues % of Total Revenues Cosmetic sales channels ecommerce $ 1,043 53 % $ 976 54 % Professional 930 47 % 836 46 % Total $ 1,973 100 % $ 1,812 100 % The Company's revenue consists primarily of sales of products from its two revenue-generating operating segments, the biomedical products and anti-aging cosmetics products business segments. The biomedical market segment markets and sells primary human cell research products with two product categories, cells and media, both sold within and outside the United States. Contract terms for unit price, quantity, shipping and payment are governed by sales agreements, invoices or online order forms which the Company considers to be a customer's contract in all cases. The unit price is considered the observable stand-alone selling price for the arrangements. Any promotional or volume sales discounts are applied evenly to the units sold for purposes of calculating standalone selling price. The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. Product sales generally consist of a single performance obligation that the Company satisfies at a point in time. For LSC products, ecommerce sales are primarily paid through credit card charges, while professional and international sales are invoiced. The professional sales and biomedical products' standard payment terms for its customers are generally 30 days after the Company satisfies the performance obligations. For cosmetic products, the Company honors a 30-day return policy, but historical returns have been minimal and as such, no estimated allowance for sales returns was recorded as of December 31, 2019 and 2018. The Company elects to account for shipping and handling as activities to fulfill the promise to transfer the goods. As a result, no consideration is allocated to shipping and handling. Rather, the Company accrues the cost of shipping and handling upon shipment of the product, and all contract revenue is recognized at the same time. Variable Consideration The Company records revenue from customers in an amount that reflects the transaction price it expects to be entitled to after transferring control of those goods or services. From time to time, the Company offers sales promotions on its skincare products such as discounts and free product offers. Variable consideration is estimated at contract inception only to the extent that it is probable that a significant reversal of revenue will not occur and updated at the end of each reporting period as additional information becomes available. Contract Balances The Company records a receivable when it has an unconditional right to receive consideration after the performance obligations are satisfied. As of December 31, 2019 and 2018, accounts receivable, net, totaled $1,515,000 and $651,000, respectively. For the year ended December 31, 2019, the Company did not incur material impairment losses with respect to its receivables. Practical Expedients The Company has elected the practical expedient not to determine whether contracts with customers contain significant financing components. The Company pays commissions on certain sales for its biomedical and cosmetic market(s) once the customer payment has been received, which are accrued at the time of the sale. The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses. In addition, the Company has elected to exclude sales taxes in consideration of the transaction price. |
Allowance for Sales Returns | Allowance for Sales Returns The Company’s cosmetic products have a 30-day product return guarantee. Historical returns have been immaterial, so as of December 31, 2019 and 2018, the Company had no allowance for sales returns. |
Cost of Sales | Cost of Sales Cost of sales consists primarily of salaries and benefits associated with employee efforts expended directly on the production of the Company’s products and include related direct materials, general laboratory supplies and allocation of overhead. Certain of the agreements under which the Company has licensed technology will require the payment of royalties based on the sale of its future products. Such royalties will be recorded as a component of cost of sales. Additionally, the amortization of license fees or milestone payments related to developed technologies used in the Company’s products will be classified as a component of cost of sales to the extent such payments become due in the future. |
Research and Development Costs | Research and Development Costs Research and development costs, which are expensed as incurred, are primarily comprised of costs and expenses for salaries and benefits associated with research and development personnel, overhead, occupancy and contract services. |
Australian Tax Incentive | Australian Tax Incentive The Company is eligible to obtain a cash refund from the Australian Taxation Office under the Australian R&D Tax Incentive Program. The tax incentive reduces company R&D costs by offering tax offsets for eligible R&D expenditure. Eligible companies with a turnover of less than $20 million receive a refundable tax offset, allowing the benefit to be paid as a cash refund if they are in a tax loss position. Since the refund does not depend on an entity’s tax status or tax position, it is outside of the scope of accounting for income taxes and is treated as grant income. Due to uncertainty regarding allowable costs, the Company records the grants when the funds are received. The Company recognized reductions to R&D expense of $615,000 and $346,000 for the years ended December 31, 2019 and 2018, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes stock-based compensation expense associated with stock options and other stock-based awards in accordance with the authoritative guidance for stock-based compensation. The cost of a stock-based award is measured at the grant date based on the estimated fair value of the award, and is recognized as expense on a straight-line basis, net of estimated forfeitures over the requisite service period of the award. The fair value of stock options is estimated using the Black-Scholes option valuation model, which requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. The fair value of restricted stock awards is based on the market value of the Company’s common stock on the date of grant. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Assets and liabilities that are measured at fair value are reported using a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The table below sets forth a summary of the Company’s liabilities which are measured at fair value on a recurring basis as of December 31, 2019 and 2018 (in thousands). Total Level 1 Level 2 Level 3 Warrant Liabilities Balance as of December 31, 2019 $ 207 $ — $ — $ 207 Balance as of December 31, 2018 1,745 — — 1,745 The following table displays the rollforward activity of liabilities with inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity) (in thousands): Warrant Liability Ending balance at December 31, 2017 $ 3,113 Adjustments to estimated fair value (1,368 ) Ending balance at December 31, 2018 $ 1,745 Adjustments to estimated fair value (1,538 ) Ending balance at December 31, 2019 $ 207 |
Warrant Liability | Warrant Liability The Company is required to recognize warrant agreements as a liability since the warrants do not meet the specific conditions for equity classification and therefore need to be recognized at its fair value. The fair value of the warrant liability is calculated using the Monte-Carlo simulation model, which requires the use of certain estimates. The fair value of these warrants is re-measured at each financial reporting period with any changes in fair value being recognized as a component of other income (expense) in the accompanying consolidated statements of operations. The following assumptions were used as inputs to the model: Years Ended December 31, 2019 2018 Significant assumptions: Risk-free interest rate 1.55% - 1.59% 2.48% - 2.59% Volatility 85.0% 94.2% Term to expiration 0.29 - 1.21 years 1.29 - 2.21 years Subsequent financing 0% 90% |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with applicable authoritative guidance, which requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards. Penalties and interest are recorded with general and administrative expenses. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Significant estimates include patent life (remaining legal life versus remaining useful life), inventory carrying values, allowance for excess and obsolete inventories, allowance for sales returns and doubtful accounts, and transactions using the Black-Scholes option pricing model, e.g., warrants and stock options, as well as the Monte-Carlo valuation method for certain warrants. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company believes that the carrying value of its cash and cash equivalents, receivables, accounts payable, accrued liabilities, and related party payable as of December 31, 2019 and 2018 approximate their fair values because of the short-term nature of those instruments. The fair value of certain warrants was determined at each issuance and reporting date and other applicable re-measurement dates in 2019 and 2018 using the Monte-Carlo valuation methodology. |
Income (Loss) Per Common Share | Income (Loss) Per Common Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. Potentially dilutive common stock equivalents are comprised of options, convertible preferred stock and warrants. For the years ended December 31, 2019 and 2018, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as the inclusion of the potentially dilutive securities would be antidilutive. For the periods below, these stock options, warrants, and convertible preferred stock were not included in the diluted loss per share calculation because the effect would have been anti-dilutive. Years Ended December 31, 2019 2018 Options outstanding 4,936,673 4,367,342 Convertible preferred stock 6,132,278 6,120,725 Warrants outstanding 3,951,052 3,951,052 |
Comprehensive Income | Comprehensive Income Comprehensive income or loss includes all changes in stockholders’ equity except those resulting from investments by owners and distributions to owners. The Company did not have any items of comprehensive income or loss other than net loss from operations for the years ended December 31, 2019 and 2018. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, “Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting.” The adoption of ASU 2018-07 on January 1, 2019 did not result in a material impact on the Company’s balance sheet or statement of operations I n July 2017, the FASB issued ASU No. 2017-11, "Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivatives and Hedging (Topic 815)" ("ASU 2017-11") effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. ASU 2017-11 changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. The amendments require entities that present earnings per share ("EPS") in accordance with Topic 260 to recognize the effect of the down round feature when triggered with the effect treated as a dividend and as a reduction of income available to common shareholders in basic EPS. The adoption of ASU 2017-11 on January 1, 2019 did not result in a material impact on the Company’s balance sheet or statement of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize “right-of-use” assets and a lease liability for all leases with lease terms of more than 12 months. The Company elected the exception from applying the new guidance for any short-term leases with initial terms less than or equal to 12 months. Topic 842 requires additional quantitative and qualitative financial statement footnote disclosures about the leases, significant judgments made in accounting for those leases and amounts recognized in the financial statements about those leases. In 2018 and 2019, the FASB has issued and incorporated several additional ASUs to provide clarifying guidance associated with the application of certain principles within Topic 842. The effective date will be the first quarter of fiscal year 2019. The Company elected the “package of practical expedients,” which allowed the Company to not reassess under the new guidance, the Company’s prior conclusions about lease identification, classification, and treatment of initial direct costs as well as electing the modified retrospective approach effective January 1, 2019. At adoption, total right-of-use assets and operating lease liabilities were approximately $1,180,000 and $1,389,000 respectively. All operating lease expense is recognized on a straight-line basis over the lease term. Accounting Pronouncements Being Evaluated In June 2016, the Financial Accounting Standards Board (FASB) issued ASU No. 2016-13, Financial Instruments— Credit Losses (Topic 326). The ASU introduced a new credit loss methodology, the Current Expected Credit Losses (CECL) methodology, which requires earlier recognition of credit losses, while also providing additional transparency about credit risk. The CECL methodology utilizes a lifetime "expected credit loss” measurement objective for the recognition of credit losses for loans, held-to maturity debt securities, trade receivables and other receivables measured at amortized cost at the time the financial asset is originated or acquired. The Company is currently evaluating the impact of the adoption of this ASU, which will be effective for the Company as of January 1, 2023. I n August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820), “Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13), which removes the valuation processes for Level 3 fair value measurements and adds the disclosure for the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The updated standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently evaluating the impact of the adoption of this accounting standard update. In December 2019, the FASB issued ASU No 2019-12 , Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Revenue Disaggregated by Segment, Product and Geography | The following table presents the Company’s revenue disaggregated by segment, product and geography (in thousands): Biomedical Market: Year Ended December 31, 2019 U.S. OUS* Total Revenues % of Total Revenues Biomedical products Media $ 5,750 $ 483 $ 6,233 83 % Cells 851 395 1,246 17 % Other 20 — 20 0 % Total $ 6,621 $ 878 $ 7,499 100 % *Outside the United States Year Ended December 31, 2018 U.S. OUS* Total Revenues % of Total Revenues Biomedical products Media $ 7,336 $ 516 $ 7,852 85 % Cells 1,002 405 1,407 15 % Other 18 — 18 0 % Total $ 8,356 $ 921 $ 9,277 100 % *Outside the United States Cosmetic Market: Year Ended December 31, 2019 Year Ended December 31, 2018 Total Revenues % of Total Revenues Total Revenues % of Total Revenues Cosmetic sales channels ecommerce $ 1,043 53 % $ 976 54 % Professional 930 47 % 836 46 % Total $ 1,973 100 % $ 1,812 100 % |
Fair Values of Liabilities on a Recurring Basis | The table below sets forth a summary of the Company’s liabilities which are measured at fair value on a recurring basis as of December 31, 2019 and 2018 (in thousands). Total Level 1 Level 2 Level 3 Warrant Liabilities Balance as of December 31, 2019 $ 207 $ — $ — $ 207 Balance as of December 31, 2018 1,745 — — 1,745 |
Fair Value Measurement and Unobservable Rollforward Activity of Liabilities | The following table displays the rollforward activity of liabilities with inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity) (in thousands): Warrant Liability Ending balance at December 31, 2017 $ 3,113 Adjustments to estimated fair value (1,368 ) Ending balance at December 31, 2018 $ 1,745 Adjustments to estimated fair value (1,538 ) Ending balance at December 31, 2019 $ 207 |
Assumptions Used as Inputs for Warrant Liability | The following assumptions were used as inputs to the model: Years Ended December 31, 2019 2018 Significant assumptions: Risk-free interest rate 1.55% - 1.59% 2.48% - 2.59% Volatility 85.0% 94.2% Term to expiration 0.29 - 1.21 years 1.29 - 2.21 years Subsequent financing 0% 90% |
Summary of Antidilutive Securities not Included in Diluted Loss Per Share Calculation | For the periods below, these stock options, warrants, and convertible preferred stock were not included in the diluted loss per share calculation because the effect would have been anti-dilutive. Years Ended December 31, 2019 2018 Options outstanding 4,936,673 4,367,342 Convertible preferred stock 6,132,278 6,120,725 Warrants outstanding 3,951,052 3,951,052 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Summary of the Components of Inventories | The components of inventories are as follows (in thousands): December 31, December 31, 2019 2018 Raw materials $ 688 $ 656 Work in process 492 590 Finished goods 1,219 1,276 Total 2,399 2,522 Less: allowance for inventory excess and obsolescence (795 ) (216 ) Total current and non-current inventory, net $ 1,604 $ 2,306 Inventory, net $ 1,246 $ 1,501 Non-current inventory 358 805 Total current and non-current inventory, net $ 1,604 $ 2,306 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following (in thousands): December 31, December 31, 2019 2018 Machinery and equipment $ 1,642 $ 1,614 Computer equipment and software 236 251 Office equipment 230 215 Leasehold improvements 1,290 996 Construction in progress 12 45 3,410 3,121 Less: accumulated depreciation and amortization (2,742 ) (2,652 ) Property and equipment, net $ 668 $ 469 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | Intangible Assets consists of the following (in thousands): Years Ended December 31, 2019 2018 Patents $ 2,268 $ 3,549 Less: accumulated amortization (1,008 ) (958 ) Total 1,260 2,591 Indefinite life logos and trademarks 75 83 Intangible assets, net $ 1,335 $ 2,674 |
Summary of Future Amortization Expense Related to Intangible Assets Subject to Amortization | The timing of approval of pending patent applications is uncertain, so they are included in the thereafter period below until issued. Pending patents at December 31, 2019 was $260,000. At December 31, 2019, future amortization expense related to the intangible assets subject to amortization is expected to be as follows (in thousands): Amount 2020 $ 84 2021 84 2022 84 2023 84 2024 84 Thereafter 840 Total $ 1,260 |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Summary of Number of Shares of Common Stock into Each Share of Preferred Stock Converted | The following table summarizes the number of shares of common stock into which each share of preferred stock can be converted at December 31, 2019 and 2018: As of December 31, 2019 As of December 31, 2018 Initial Conversion Ratio to Conversion Ratio to Series Conversion Price Conversion Price Common Stock Conversion Price Common Stock Series B $ 75.00 $ 1.08 0.925924 $ 1.08 0.925924 Series D $ 37.50 $ 1.75 57,142.860500 $ 1.75 57,142.860500 Series G $ 60.00 $ 9.70 0.103099 $ 9.92 0.100790 Series I-1 $ 1.75 $ 1.75 571.428571 $ 1.75 571.428571 Series I-2 $ 1.75 $ 1.75 571.428571 $ 1.75 571.428571 |
Summary of Shares of Common Stock Reserved for Future Issuance | At December 31, 2019, the Company had shares of common stock reserved for future issuance as follows: Options outstanding 4,936,673 Options available for future grant under the 2010 Equity Participation Plan 4,487,863 Convertible preferred stock 6,132,278 Warrants 3,951,052 Total 19,507,866 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Statutory Federal Income Tax Rate and Effective Income Tax Rate | A reconciliation of the statutory Federal income tax rate and the effective income tax rate for the years ended December 31, 2019 and 2018 follows: December 31, December 31, 2019 2018 Statutory federal income tax rate 21 % 21 % Permanent items 3 % 6 % State income taxes, net of federal taxes 0 % 4 % Foreign 5 % (2 )% Change in valuation allowance* (13 )% (27 )% Lease accounting 2 % 0 % Stock options true-up* (19 )% 0 % Tax credits claimed 0 % (1 )% Other 1 % (1 )% Effective income tax rate 0 % 0 % *includes a prior year correction (see below for more details) |
Summary of Significant Components of Deferred Tax Assets and Liabilities | Significant components of deferred tax assets and liabilities are as follows (in thousands): December 31, December 31, 2019 2018 Net operating loss carryforwards $ 18,452 $ 17,569 Stock based compensation 1,980 2,437 Research and development tax credit 2,871 2,729 Other 547 260 Non-current deferred tax assets 23,850 22,995 Valuation allowances (23,850 ) (22,995 ) Net deferred tax assets $ — $ — |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Total Stock-based Compensation Expense | Total stock-based compensation expense for the years ended December 31, 2019 and 2018 was comprised of the following (in thousands): Years Ended December 31, 2019 2018 Cost of sales $ 112 $ 57 Research and development 519 641 Selling and marketing 118 54 General and administrative 1,338 929 $ 2,087 $ 1,681 |
Fair Value of Stock Option Award Weighted Average Assumptions | The fair value of options granted is estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions for the years ended December 31, 2019 and 2018: Year Ended Year Ended December 31, December 31, 2019 2018 Significant assumptions (weighted average): Risk-free interest rate at grant date 2.44 % 2.72 % Expected stock price volatility 84.95 % 92.68 % Expected dividend payout 0 % 0 % Expected option life based on management's estimate 5.71 years 5.70 years |
Summary of Changes in Options Outstanding and Related Exercise Prices for Shares of Company's Common Stock Options Issued | The following table summarizes the changes in options outstanding and the related exercise prices for the Company’s common stock options issued: Number of Weighted Options Weighted Average Aggregate Under Average Remaining Intrinsic 2006 Plan and Price Per Contractual Value 2010 Plan Share Term (in thousands) Outstanding at December 31, 2017 2,245,349 $ 8.25 Granted 2,568,842 $ 1.56 Exercised (140,968 ) $ 1.13 Canceled or expired (318,515 ) $ 16.21 Outstanding at December 31, 2018 4,354,708 $ 3.95 Granted 1,345,964 $ 1.44 Canceled or expired (763,999 ) $ 3.18 Outstanding at December 31, 2019 4,936,673 $ 3.38 8.09 years $ — Vested and expected to vest at December 31, 2019 4,759,057 $ 3.45 8.06 years $ — Exercisable at December 31, 2019 2,970,989 $ 4.61 7.67 years $ — Weighted Number of Weighted Average Aggregate Options Issued Average Exercise Remaining Intrinsic Outside Price Per Contractual Value the Plan Share Term (in thousands) Outstanding, vested and exercisable at December 31, 2017 50,730 $ 92.31 Canceled or expired (38,096 ) $ 93.00 Outstanding, vested and exercisable at December 31, 2018 12,634 $ 90.23 Canceled or expired (12,634 ) $ 90.23 Outstanding, vested and exercisable at December 31, 2019 — $ — 0.0 years $ — |
Summary of Outstanding Warrants Related to Warrant Transactions | Share data related to warrant transactions as of the years ended December 31, 2019 and 2018 were as follows: Common Stock October 2014 Financing Common Stock March 2016 Financing Total Warrants Exercise Price Outstanding, December 31, 2019, 2018 and 2017 2,483 3,948,569 3,951,052 $ 1.75 Expiration Date April 14, 2020 March 15, 2021 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Information Related to Right-of-use Assets and Lease Liabilities | Information related to the Company’s right-of-use assets and related lease liabilities were as follows (in thousands): Year Ended December 31, 2019 Operating lease costs $ 490 Operating cash flows from operating leases 486 Right-of-use assets obtained in exchange for new operating lease obligations at adoption 1,180 Weighted-average remaining lease term (years) 5.02 Weighted average discount rate 17.65 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands): 2020 $ 367 2021 347 2022 220 2023 226 2024 233 Thereafter 240 1,633 Less: present value adjustments (548 ) Total lease liabilities $ 1,085 Current operating lease liabilities $ 367 Non-current operating lease liabilities 718 Total operating lease liabilities $ 1,085 |
Summary of Total Annual Commitments under Non-Cancelable Lease Agreements | Total annual commitments under non-cancelable lease agreements as of December 31, 2018 under the previous lease accounting guidance are as follows (in thousands): Amount 2019 $ 491 2020 368 2021 347 2022 220 2023 227 Thereafter 454 Total $ 2,107 |
Segments and Geographic Infor_2
Segments and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Revenues, Expenses and Operating Income (Loss) by Market Segment | Revenues, expenses and operating income (loss) by market segment were as follows (in thousands): Years Ended December 31, 2019 2018 Revenues: Cosmetic market $ 1,973 $ 1,812 Biomedical market 7,499 9,277 Total revenues 9,472 11,089 Expenses: Therapeutics market 6,345 5,904 Cosmetic market 2,699 2,637 Biomedical market 6,156 6,022 Total operating expenses 15,200 14,563 Operating income (loss): Therapeutics market (6,345 ) (5,904 ) Cosmetic market (726 ) (825 ) Biomedical market 1,343 3,255 Total loss from operations $ (5,728 ) $ (3,474 ) |
Summary of Significant Revenues in Following Regions | Significant revenues in the following regions are those that are attributable to the individual country within the region to which the product was shipped (in thousands): Years Ended December 31, 2019 2018 North America $ 8,583 $ 10,160 Asia 540 612 Europe 325 293 All other regions 24 24 Total $ 9,472 $ 11,089 |
Organization and Significant _4
Organization and Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |||
Dec. 31, 2019USD ($)SubsidiarySegment | Dec. 31, 2018USD ($) | Jan. 01, 2019USD ($) | Jun. 18, 2008USD ($) | |
Organization And Significant Accounting Policies [Line Items] | ||||
Revenue-generating subsidiaries | Subsidiary | 2 | |||
Revenues | $ 9,472,000 | $ 11,089,000 | ||
Accumulated deficit | 106,391,000 | 106,663,000 | ||
Cash | 484,000 | 1,075,000 | ||
Allowance for doubtful accounts receivable | 12,000 | 12,000 | ||
Advances | 250,000 | 250,000 | $ 250,000 | |
Specified amount of revenue to be utilized for advances | $ 250,000 | |||
Revenue realized from agreement | $ 0 | |||
Intangible assets useful lives | 15 years | |||
Number of revenue-generating operating segments | Segment | 2 | |||
Description of payment terms | The Company's revenue consists primarily of sales of products from its two revenue-generating operating segments, the cosmetics products and biomedical products business segments. The cosmetic market segment markets and sells a line of luxury skincare products sold through three sales channels: ecommerce, professional, and international. The ecommerce channel sells direct to customers through online orders, while the professional sales are to spas, salons and other skincare providers. International sales are primarily through distributors. The biomedical market segment markets and sells primary human cell research products with two product categories, cells and media, both sold within and outside the United States | |||
Accounts receivable, net | $ 1,515,000 | 651,000 | ||
Impairment losses with respect to receivables | $ 0 | 0 | ||
Product return guarantee period | 30 days | |||
Allowance for sales returns | $ 0 | 0 | ||
Maximum turnover amount to receive refundable tax offset | 20,000,000 | |||
Reductions to R&D expense | 615,000 | 346,000 | ||
Right-of-use asset | 717,000 | |||
Operating lease, liabilities | 1,085,000 | |||
ASU 2016-02 [Member] | ||||
Organization And Significant Accounting Policies [Line Items] | ||||
Right-of-use asset | $ 1,180,000 | |||
Operating lease, liabilities | $ 1,389,000 | |||
LSC [Member] | ||||
Organization And Significant Accounting Policies [Line Items] | ||||
Allowance for doubtful accounts receivable | $ 0 | $ 0 | ||
Minimum [Member] | ||||
Organization And Significant Accounting Policies [Line Items] | ||||
Estimated useful life of property and equipment | 3 years | |||
Maximum [Member] | ||||
Organization And Significant Accounting Policies [Line Items] | ||||
Estimated useful life of property and equipment | 5 years | |||
Sales commissions amortization period | 1 year |
Organization and Significant _5
Organization and Significant Accounting Policies - Summary of Revenue Disaggregated by Segment, Product and Geography (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | $ 9,472 | $ 11,089 |
Biomedical Market [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | $ 7,499 | $ 9,277 |
% of Total Revenues | 100.00% | 100.00% |
Biomedical Market [Member] | Media [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | $ 6,233 | $ 7,852 |
% of Total Revenues | 83.00% | 85.00% |
Biomedical Market [Member] | Cells [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | $ 1,246 | $ 1,407 |
% of Total Revenues | 17.00% | 15.00% |
Biomedical Market [Member] | Other [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | $ 20 | $ 18 |
% of Total Revenues | 0.00% | 0.00% |
Cosmetic Market [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | $ 1,973 | $ 1,812 |
% of Total Revenues | 100.00% | 100.00% |
Cosmetic Market [Member] | Ecommerce [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | $ 1,043 | $ 976 |
% of Total Revenues | 53.00% | 54.00% |
Cosmetic Market [Member] | Professional [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | $ 930 | $ 836 |
% of Total Revenues | 47.00% | 46.00% |
U.S. [Member] | Biomedical Market [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | $ 6,621 | $ 8,356 |
U.S. [Member] | Biomedical Market [Member] | Media [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | 5,750 | 7,336 |
U.S. [Member] | Biomedical Market [Member] | Cells [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | 851 | 1,002 |
U.S. [Member] | Biomedical Market [Member] | Other [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | 20 | 18 |
OUS [Member] | Biomedical Market [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | 878 | 921 |
OUS [Member] | Biomedical Market [Member] | Media [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | 483 | 516 |
OUS [Member] | Biomedical Market [Member] | Cells [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | $ 395 | $ 405 |
Organization and Significant _6
Organization and Significant Accounting Policies - Fair Values of Liabilities on a Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Warrant Liabilities | ||
Balance as of December 31, 2019 | $ 207 | $ 1,745 |
Balance as of December 31, 2018 | 1,745 | 3,113 |
Fair Value, Measurements, Recurring [Member] | Warrants [Member] | ||
Warrant Liabilities | ||
Balance as of December 31, 2019 | 207 | 1,745 |
Balance as of December 31, 2018 | 1,745 | |
Fair Value, Measurements, Recurring [Member] | Warrants [Member] | Level 3 [Member] | ||
Warrant Liabilities | ||
Balance as of December 31, 2019 | 207 | $ 1,745 |
Balance as of December 31, 2018 | $ 1,745 |
Organization and Significant _7
Organization and Significant Accounting Policies - Fair Value Measurement and Unobservable Rollforward Activity of Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
Balance as of December 31, 2018 | $ 1,745 | $ 3,113 |
Change in fair value of warrant liability | (1,538) | (1,368) |
Balance as of December 31, 2019 | $ 207 | $ 1,745 |
Organization and Significant _8
Organization and Significant Accounting Policies - Assumptions Use as Inputs for Warrant Liability (Detail) | Dec. 31, 2019 | Dec. 31, 2018 |
Risk-Free Interest Rate [Member] | Minimum [Member] | ||
Significant assumptions: | ||
Warrants and Rights Outstanding, Measurement Input | 1.55 | 2.48 |
Risk-Free Interest Rate [Member] | Maximum [Member] | ||
Significant assumptions: | ||
Warrants and Rights Outstanding, Measurement Input | 1.59 | 2.59 |
Volatility [Member] | ||
Significant assumptions: | ||
Warrants and Rights Outstanding, Measurement Input | 85 | 94.2 |
Term to Expiration [Member] | Minimum [Member] | ||
Significant assumptions: | ||
Warrants and Rights Outstanding, Term | 3 months 14 days | 1 year 3 months 14 days |
Term to Expiration [Member] | Maximum [Member] | ||
Significant assumptions: | ||
Warrants and Rights Outstanding, Term | 1 year 2 months 15 days | 2 years 2 months 15 days |
Subsequent Financing [Member] | ||
Significant assumptions: | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 90 |
Organization and Significant _9
Organization and Significant Accounting Policies - Summary of Antidilutive Effect Not Included In Diluted Loss Per Share Calculation (Detail) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 6,132,278 | 6,120,725 |
Options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 4,936,673 | 4,367,342 |
Warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 3,951,052 | 3,951,052 |
Correction of Immaterial Miss_2
Correction of Immaterial Misstatements in the Financial Statements for the Year Ended December 31, 2018 - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Additional Paid-in Capital [Member] | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |
Quantifying misstatement in current year financial statements, amount | $ 4,537,000 |
Series D Redeemable Convertible Preferred Stock [Member] | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |
Quantifying misstatement in current year financial statements, amount | $ 4,300,000 |
Inventory - Summary of the Comp
Inventory - Summary of the Components of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 688 | $ 656 |
Work in process | 492 | 590 |
Finished goods | 1,219 | 1,276 |
Total | 2,399 | 2,522 |
Less: allowance for inventory excess and obsolescence | (795) | (216) |
Total current and non-current inventory, net | 1,604 | 2,306 |
Inventory, net | 1,246 | 1,501 |
Non-current inventory | $ 358 | $ 805 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 3,410 | $ 3,121 |
Less: accumulated depreciation and amortization | (2,742) | (2,652) |
Property and equipment, net | 668 | 469 |
Machinery and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,642 | 1,614 |
Computer Equipment and Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 236 | 251 |
Office Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 230 | 215 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,290 | 996 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 12 | $ 45 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | ||
Depreciation and amortization expense | $ 156 | $ 191 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Patents | $ 2,268 | $ 3,549 |
Less: accumulated amortization | (1,008) | (958) |
Total | 1,260 | 2,591 |
Indefinite life logos and trademarks | 75 | 83 |
Intangible assets, net | $ 1,335 | $ 2,674 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 129,000 | $ 117,000 |
Impairment charges | 1,540,000 | $ 607,000 |
Pending patents | $ 260,000 |
Intangible Assets - Summary o_2
Intangible Assets - Summary of Future Amortization Expense Related to Intangible Assets Subject to Amortization (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2020 | $ 84 | |
2021 | 84 | |
2022 | 84 | |
2023 | 84 | |
2024 | 84 | |
Thereafter | 840 | |
Total | $ 1,260 | $ 2,591 |
Capital Stock - Common Stock -
Capital Stock - Common Stock - Additional Information (Detail) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Equity [Abstract] | ||
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Preferred stock, shares authorized | 20,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, par value | $ 0.001 |
Capital Stock - Description of
Capital Stock - Description of Preferred Stock - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2019USD ($)Directorsshares | Dec. 31, 2018shares | |
Class Of Stock [Line Items] | ||
Dividends declared | $ | $ 0 | |
Voting rights | The holders of Series B, Series D, and Series G are entitled to one vote for each share of common stock into which it would convert. The holders of Series I-1 and Series I-2 have no voting rights | |
Series I-2 Preferred stock [Member] | ||
Class Of Stock [Line Items] | ||
Percentage of share liquidation premium | 1.00% | |
Series D Preferred Stock [Member] | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares outstanding | 43 | |
Number of directors to be nominated and elected by preferred shareholders | Directors | 2 | |
Series D Preferred Stock [Member] | Minimum [Member] | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares outstanding | 10 | |
Series G Preferred Stock [Member] | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Number of directors to be nominated by preferred shareholders | Directors | 2 | |
Number of independent directors out of directors to be nominated by preferred shareholders | Directors | 1 | |
Series G Preferred Stock [Member] | Minimum [Member] | ||
Class Of Stock [Line Items] | ||
Convertible Redeemable Preferred stock, shares outstanding | 1,000,000 |
Capital Stock - Summary of Numb
Capital Stock - Summary of Number of Shares of Common Stock into Each Share of Preferred Stock Converted (Detail) - $ / shares | Dec. 31, 2019 | Jan. 21, 2019 | Dec. 31, 2018 |
Series B Preferred Stock [Member] | |||
Class Of Stock [Line Items] | |||
Initial Conversion Price | $ 75 | ||
Conversion Price | $ 1.08 | $ 1.08 | |
Conversion Ratio to Common Stock | 0.925924 | 0.925924 | |
Series D Preferred Stock [Member] | |||
Class Of Stock [Line Items] | |||
Initial Conversion Price | $ 37.50 | ||
Conversion Price | $ 1.75 | $ 1.75 | |
Conversion Ratio to Common Stock | 57,142.860500 | 57,142.860500 | |
Series G Preferred Stock [Member] | |||
Class Of Stock [Line Items] | |||
Initial Conversion Price | $ 60 | ||
Conversion Price | $ 9.70 | $ 9.70 | $ 9.92 |
Conversion Ratio to Common Stock | 0.103099 | 0.1031 | 0.100790 |
Series I-1 Preferred Stock [Member] | |||
Class Of Stock [Line Items] | |||
Initial Conversion Price | $ 1.75 | ||
Conversion Price | $ 1.75 | $ 1.75 | |
Conversion Ratio to Common Stock | 571.428571 | 571.428571 | |
Series I-2 Preferred Stock [Member] | |||
Class Of Stock [Line Items] | |||
Initial Conversion Price | $ 1.75 | ||
Conversion Price | $ 1.75 | $ 1.75 | |
Conversion Ratio to Common Stock | 571.428571 | 571.428571 |
Capital Stock - Capital Transac
Capital Stock - Capital Transactions - Additional Information (Detail) - USD ($) | Jan. 21, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Class Of Stock [Line Items] | |||
Non-convertible promissory note, principal amount | $ 1,000,000 | ||
Accrued and unpaid interest | $ 49,000 | ||
Convertible common stock, conversion price | $ 1.75 | ||
Series G Preferred Stock [Member] | |||
Class Of Stock [Line Items] | |||
Conversion Price | $ 9.70 | $ 9.70 | $ 9.92 |
Conversion Ratio to Common Stock | 0.1031 | 0.103099 | 0.100790 |
Common Stock [Member] | |||
Class Of Stock [Line Items] | |||
Conversion of debt, shares | 599,222 | 599,000 |
Capital Stock - Summary of Shar
Capital Stock - Summary of Shares of Common Stock Reserved for Future Issuance (Detail) | Dec. 31, 2019shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares of common stock reserved for future issuance net | 19,507,866 |
Options Outstanding [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares of common stock reserved for future issuance net | 4,936,673 |
2010 Equity Participation Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares of common stock reserved for future issuance net | 4,487,863 |
Convertible Preferred Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares of common stock reserved for future issuance net | 6,132,278 |
Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares of common stock reserved for future issuance net | 3,951,052 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 17, 2019 | Apr. 17, 2019 | Jan. 21, 2019 | Aug. 08, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||||||
Related party rent expense | $ 160,000 | $ 160,000 | ||||
Non-convertible promissory note, principal amount | $ 1,000,000 | |||||
Debt conversion, converted instrument | $ 500,000 | $ 1,000,000 | ||||
Accrued interest on promissory note | $ 49,000 | |||||
Conversion of debt | $ 1,049,000 | |||||
Related party payable | 500,000 | 800,000 | ||||
Common Stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Conversion of debt, shares | 599,222 | 599,000 | ||||
Conversion of debt | $ 1,000 | |||||
Co Chairman And Chief Executive Officer [Member] | Note Conversion Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Non-convertible promissory note, principal amount | $ 1,000,000 | |||||
Related party transaction, description | The outstanding principal amount under the Note accrues interest at a rate of 4.5% per annum. The Note is due and payable on January 15, 2021, but may be pre-paid by the Company without penalty at any time. | |||||
Debt conversion, converted instrument | 1,000,000 | |||||
Accrued interest on promissory note | $ 49,000 | |||||
Conversion price | $ 1.75 | |||||
Fair value of common stock price per share | $ 1.60 | |||||
Gain on conversion | $ 0 | |||||
Co Chairman And Chief Executive Officer [Member] | Note Conversion Agreement [Member] | Common Stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Conversion of debt, shares | 599,222 | |||||
Unsecured Non-convertible Promissory Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Non-convertible promissory note, principal amount | $ 1,800,000 | |||||
Maturity date | Jan. 15, 2021 | |||||
Annual interest rate | 4.50% | |||||
Related party transaction, description | The outstanding principal amount accrues interest at a rate of 4.5% per annum and is due and payable, on January 15, 2021 but may be pre-paid by the Company without penalty at any time. | |||||
Unsecured Non-convertible Promissory Note [Member] | Chief Executive Officer and Co-Chairman [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Non-convertible promissory note, principal amount | $ 2,000,000 | |||||
Maturity date | Nov. 1, 2018 | |||||
Annual interest rate | 4.00% | |||||
Related party transaction, description | The outstanding principal amount under the Note accrued interest at a rate of four percent (4%) per annum. The Note was due and payable November 1, 2018 and on November 12, 2018, to satisfy the indebtedness incurred on the Note, an amendment to the Note was entered into extending the due date to January 15, 2019. | |||||
Unsecured Non-convertible Promissory Note [Member] | Co Chairman And Chief Executive Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Non-convertible promissory note, principal amount | $ 2,300,000 | |||||
Maturity date | Jan. 15, 2021 | |||||
Annual interest rate | 4.50% | |||||
Related party transaction, description | The outstanding principal amount under the New Note accrues interest at a rate of 4.5% per annum. The New Note is due and payable January 15, 2021 but may be pre-paid by the Company without penalty at any time | |||||
Unsecured Non-convertible Promissory Note [Member] | Co Chairman And Chief Executive Officer [Member] | Note Conversion Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Non-convertible promissory note, principal amount | $ 1,000,000 | |||||
Maturity date | Jan. 15, 2021 | |||||
Annual interest rate | 4.50% | |||||
Conversion of debt | $ 1,000,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards, latest expiration year | 2039 | |
Operating loss carryforwards, expiration date | various years through 2039 | |
Operating loss carryforwards | $ 70,000,000 | $ 67,200,000 |
Net deferred tax asset recognized | 0 | $ 0 |
Deferred tax asset related to stock-based compensation cost, adjustments | $ 392,000 | |
Increase in valuation allowance | 13.00% | |
Decrease in stock options true-up | 13.00% |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate and Effective Income Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
Permanent items | 3.00% | 6.00% |
State income taxes, net of federal taxes | 0.00% | 4.00% |
Foreign | 5.00% | (2.00%) |
Change in valuation allowance | (13.00%) | (27.00%) |
Lease accounting | 2.00% | 0.00% |
Stock options true-up | (19.00%) | 0.00% |
Tax credits claimed | 0.00% | (1.00%) |
Other | 1.00% | (1.00%) |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes - Summary of Signi
Income Taxes - Summary of Significant Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 18,452,000 | $ 17,569,000 |
Stock based compensation | 1,980,000 | 2,437,000 |
Research and development tax credit | 2,871,000 | 2,729,000 |
Other | 547,000 | 260,000 |
Non-current deferred tax assets | 23,850,000 | 22,995,000 |
Valuation allowances | (23,850,000) | (22,995,000) |
Net deferred tax assets | $ 0 | $ 0 |
Stock Options and Warrants - St
Stock Options and Warrants - Stock Options - Additional Information (Detail) | 2 Months Ended | 12 Months Ended | ||||
Dec. 31, 2009shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)Optionee$ / sharesshares | Dec. 31, 2017shares | Dec. 31, 2010shares | Dec. 31, 2006shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation expense related to stock options | $ | $ 1,919,000 | |||||
Unrecognized compensation cost related to unvested shares expected to be recognized, weighted-average period | 1 year 6 months 3 days | |||||
2006 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expiry of options | 10 years | |||||
Stock options expiration date | Nov. 16, 2016 | |||||
Options granted to employees, directors and consultants | 0 | |||||
2006 Plan [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options that may be granted | 100,000 | |||||
2010 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expiry of options | 10 years | |||||
2010 Plan [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options that may be granted | 9,700,000 | |||||
Outside Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expiry of options | 10 years | |||||
Options granted to employees, directors and consultants | 68,384 | |||||
Award vesting terms | 50 months | |||||
Number of options outstanding | 0 | 12,634 | 50,730 | |||
2006 Plan and 2010 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options granted to employees, directors and consultants | 1,345,964 | 2,568,842 | ||||
Number of options outstanding | 4,936,673 | 4,354,708 | 2,245,349 | |||
Stock options exercised | 140,968 | |||||
Weighted average exercise price per share of options exercised | $ / shares | $ 1.13 | |||||
2006 Plan and 2010 Plan [Member] | Optionees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of optionees | Optionee | 4 | |||||
Stock options exercised | 140,968 | |||||
Weighted average exercise price per share of options exercised | $ / shares | $ 1.13 | |||||
Total exercise price of options exercised | $ | $ 160,000 | |||||
Aggregate intrinsic value of options exercised | $ | $ 60,000 | |||||
Weighted average intrinsic value of options exercised per share | $ / shares | $ 0.42 | |||||
2006 Plan and 2010 Plan [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expiry of options | 10 years |
Stock Options and Warrants - Sc
Stock Options and Warrants - Schedule of Total Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 2,087 | $ 1,681 |
Cost of Sales [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 112 | 57 |
Research and Development [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 519 | 641 |
Selling and Marketing [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 118 | 54 |
General and Administrative [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 1,338 | $ 929 |
Stock Options and Warrants - Fa
Stock Options and Warrants - Fair Value of Stock Option Award, Weighted Average Assumptions (Detail) - Options Available for Future Grant [Member] | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Significant assumptions (weighted average): | ||
Risk-free interest rate at grant date | 2.44% | 2.72% |
Expected stock price volatility | 84.95% | 92.68% |
Expected dividend payout | 0.00% | 0.00% |
Expected option life based on management's estimate | 5 years 8 months 15 days | 5 years 8 months 12 days |
Stock Options and Warrants - Su
Stock Options and Warrants - Summary of Changes in Options Outstanding and Related Exercise Prices for Shares of Company's Common Stock Options Issued (Detail) - $ / shares | 2 Months Ended | 12 Months Ended | |
Dec. 31, 2009 | Dec. 31, 2019 | Dec. 31, 2018 | |
2006 Plan and 2010 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Outstanding, Beginning balance | 4,354,708 | 2,245,349 | |
Number of Options, Granted | 1,345,964 | 2,568,842 | |
Number of Options, Exercised | (140,968) | ||
Number of Options, Canceled or expired | (763,999) | (318,515) | |
Number of Options, Outstanding, Ending balance | 4,936,673 | 4,354,708 | |
Number of Options, Options vested and expected to vest Ending Balance | 4,759,057 | ||
Number of Options, Options exercisable Ending Balance | 2,970,989 | ||
Weighted Average Exercise Price Per Share, Outstanding, Beginning balance | $ 3.95 | $ 8.25 | |
Weighted Average Exercise Price Per Share, Granted | 1.44 | 1.56 | |
Weighted Average Exercise Price Per Share, Exercised | 1.13 | ||
Weighted Average Exercise Price Per Share, Canceled or expired | 3.18 | 16.21 | |
Weighted Average Exercise Price Per Share, Outstanding, Ending balance | 3.38 | $ 3.95 | |
Weighted Average Exercise Price, Options vested or expected to vest Ending Balance | 3.45 | ||
Weighted Average Exercise Price, Options exercisable Ending Balance | $ 4.61 | ||
Weighted Average Remaining Contractual Term, Options Outstanding Ending Balance | 8 years 1 month 2 days | ||
Weighted Average Remaining Contractual Term, Options vested or expected to vest Ending Balance | 8 years 21 days | ||
Weighted Average Remaining Contractual Term, Options exercisable Ending Balance | 7 years 8 months 1 day | ||
Outside Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Outstanding, Beginning balance | 12,634 | 50,730 | |
Number of Options, Granted | 68,384 | ||
Number of Options, Canceled or expired | (12,634) | (38,096) | |
Number of Options, Outstanding, Ending balance | 0 | 12,634 | |
Weighted Average Exercise Price Per Share, Outstanding, Beginning balance | $ 90.23 | $ 92.31 | |
Weighted Average Exercise Price Per Share, Canceled or expired | $ 90.23 | 93 | |
Weighted Average Exercise Price Per Share, Outstanding, Ending balance | $ 90.23 | ||
Weighted Average Remaining Contractual Term, Options exercisable Ending Balance | 0 days |
Stock Options and Warrants - Re
Stock Options and Warrants - Restricted Stock Awards - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 2,087,000 | $ 1,681,000 |
Under 2006 Plan and 2010 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Granted | 6,006 | 9,855 |
Number of Shares, Vested | 6,006 | 9,855 |
Weighted Average Grant Date Fair Value, fully Vested | $ 0.62 | $ 1.55 |
Grant-date fair value of restricted stock awards | $ 3,700 | $ 15,000 |
Stock-based compensation expense | 3,700 | 15,000 |
Unrecognized compensation costs | $ 0 | $ 0 |
Stock Options and Warrants - _2
Stock Options and Warrants - Summary of Outstanding Warrants Related to Warrant Transactions (Detail) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Class of Warrant or Right [Line Items] | |||
Number of Shares, Outstanding | 3,951,052 | 3,951,052 | 3,951,052 |
Exercise Price, Outstanding | $ 1.75 | $ 1.75 | $ 1.75 |
October 2014 Financing [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Shares, Outstanding | 2,483 | 2,483 | 2,483 |
Expiration Date | Apr. 14, 2020 | ||
March 2016 Financing [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Shares, Outstanding | 3,948,569 | 3,948,569 | 3,948,569 |
Expiration Date | Mar. 15, 2021 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2019USD ($)LeaseInstallmentCustomer | Dec. 31, 2018USD ($) | |
Commitments And Contingencies [Line Items] | ||
Number of operating leases for real estate | Lease | 3 | |
Right-of-use assets | $ 717,000 | |
Operating lease liabilities | $ 1,085,000 | |
Rent expense | $ 322,000 | |
Supplier Concentration Risk [Member] | Vendor One [Member] | Cost of Goods Total [Member] | ||
Commitments And Contingencies [Line Items] | ||
Concentration risk percentage | 10.00% | 21.00% |
Number of customers accounted for more than 10% | Customer | 0 | |
Biomedical Market [Member] | Customer Concentration Risk [Member] | Major customer 1 [Member] | Sales Revenue Segment [Member] | ||
Commitments And Contingencies [Line Items] | ||
Concentration risk percentage | 37.00% | 33.00% |
Biomedical Market [Member] | Customer Concentration Risk [Member] | Major customer 2 [Member] | Sales Revenue Segment [Member] | ||
Commitments And Contingencies [Line Items] | ||
Concentration risk percentage | 15.00% | 24.00% |
Astellas Pharma [Member] | ||
Commitments And Contingencies [Line Items] | ||
Minimum license fee payable | $ 75,000 | |
Number of installments per year | Installment | 2 | |
Carlsbad, California [Member] | ||
Commitments And Contingencies [Line Items] | ||
Operating leases with term date | 2020-02 | |
Oceanside | ||
Commitments And Contingencies [Line Items] | ||
Operating leases with term date | 2021-12 | |
Option to terminate of lease upon six-month advanced notice | Jan. 1, 2020 | |
Advanced notice required to terminate lease | 6 months | |
Frederick, Maryland [Member] | ||
Commitments And Contingencies [Line Items] | ||
Operating leases with term date | 2025-11 |
Commitments and Contingencies_2
Commitments and Contingencies - Information Related to Right-of-use Assets and Lease Liabilities (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Operating Leases Future Minimum Payments Due [Abstract] | |
Operating lease costs | $ 490 |
Operating cash flows from operating leases | 486 |
Right-of-use assets obtained in exchange for new operating lease obligations at adoption | $ 1,180 |
Weighted-average remaining lease term (years) | 5 years 7 days |
Weighted average discount rate | 17.65% |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Maturities of Lease Liabilities (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
2020 | $ 367 |
2021 | 347 |
2022 | 220 |
2023 | 226 |
2024 | 233 |
Thereafter | 240 |
Total lease payments | 1,633 |
Less: present value adjustments | (548) |
Total lease liabilities | 1,085 |
Current operating lease liabilities | 367 |
Non-current operating lease liabilities | 718 |
Total operating lease liabilities | $ 1,085 |
Commitments and Contingencies_4
Commitments and Contingencies - Summary of Total Annual Commitments under Non-Cancelable Lease Agreements (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2019 | $ 491 |
2020 | 368 |
2021 | 347 |
2022 | 220 |
2023 | 227 |
Thereafter | 454 |
Total | $ 2,107 |
Segments and Geographic Infor_3
Segments and Geographic Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2019SegmentUnits | |
Segment Reporting [Abstract] | |
Number reporting segments | Segment | 3 |
Number of business units | Units | 2 |
Segments and Geographic Infor_4
Segments and Geographic Information - Revenues, Expenses and Operating Income (Loss) by Market Segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | ||
Total revenues | $ 9,472 | $ 11,089 |
Expenses: | ||
Total operating expenses | 15,200 | 14,563 |
Operating income (loss): | ||
Total operating income (loss) | (5,728) | (3,474) |
Cosmetic Market [Member] | ||
Revenues: | ||
Total revenues | 1,973 | 1,812 |
Expenses: | ||
Total operating expenses | 2,699 | 2,637 |
Operating income (loss): | ||
Total operating income (loss) | (726) | (825) |
Biomedical Market [Member] | ||
Revenues: | ||
Total revenues | 7,499 | 9,277 |
Expenses: | ||
Total operating expenses | 6,156 | 6,022 |
Operating income (loss): | ||
Total operating income (loss) | 1,343 | 3,255 |
Therapeutics Market [Member] | ||
Expenses: | ||
Total operating expenses | 6,345 | 5,904 |
Operating income (loss): | ||
Total operating income (loss) | $ (6,345) | $ (5,904) |
Segments and Geographic Infor_5
Segments and Geographic Information - Summary of Significant Revenues in Following Regions (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | $ 9,472 | $ 11,089 |
North America [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 8,583 | 10,160 |
Asia [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 540 | 612 |
Europe [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 325 | 293 |
All Other Regions [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | $ 24 | $ 24 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - USD ($) | Mar. 27, 2020 | Mar. 01, 2020 |
Subsequent Event [Line Items] | ||
Proceeds from Paycheck Protection Program loan as government aid | $ 654,000 | |
S Real Estate Holding LLC [Member] | ||
Subsequent Event [Line Items] | ||
Extended term of lease | 3 years | |
Expiry of lease | Feb. 28, 2023 | |
Percentage of increase in monthly base rent | 2.00% |