Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 22, 2016 | Jun. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | Imprimis Pharmaceuticals, Inc. | ||
Entity Central Index Key | 1,360,214 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Entity Well-KnownSeasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 58,000,000 | ||
Entity Common Stock, Shares Outstanding | 13,105,678 | ||
Trading Symbol | IMMY | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 2,685 | $ 8,211 |
Restricted short-term investments | 150 | 150 |
Accounts receivable, net | 840 | 81 |
Inventories | 1,412 | 373 |
Prepaid expenses and other current assets | 786 | 241 |
Total current assets | 5,873 | 9,056 |
Intangible assets, net | 3,135 | 611 |
Goodwill | 2,466 | 332 |
Furniture and equipment, net | 2,657 | 243 |
TOTAL ASSETS | 14,131 | 10,242 |
Current liabilities | ||
Accounts payable and accrued expenses | 3,407 | 787 |
Accrued payroll and related liabilities | 1,200 | 716 |
Deferred revenue and customer deposits | 65 | $ 2 |
Current portion of deferred acquisition obligation and accrued interest | 198 | |
Current portion of contingent acquisition obligation | 483 | $ 31 |
Current portion of capital lease obligations | 21 | 24 |
Total current liabilities | 5,374 | 1,560 |
Capital lease obligations, net of current portion | $ 1 | 19 |
Contingent acquisition obligation | $ 483 | |
Deferred acquisition obligation, net of current portion | $ 258 | |
Accrued expenses, net of current portion | 500 | $ 30 |
Deferred tax liability | 1,047 | |
Note payable and paid-in-kind interest, net of unamoritzed debt discount and issuance costs | 8,336 | |
TOTAL LIABILITIES | $ 15,516 | $ 2,092 |
Commitments and contingencies | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock, $0.001 par value, 90,000,000 shares authorized, 9,755,678 and 9,258,231 shares issued and outstanding at December 31, 2015 and 2014, respectively | $ 10 | $ 9 |
Additional paid-in capital | 56,369 | 50,006 |
Accumulated deficit | (57,764) | (41,865) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | (1,385) | 8,150 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 14,131 | $ 10,242 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 9,755,678 | 9,258,231 |
Common stock, shares outstanding | 9,755,678 | 9,258,231 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues: | ||
Sales, net | $ 9,654 | $ 1,652 |
License revenues | 62 | 8 |
Total revenues | 9,716 | 1,660 |
Cost of sales | (5,206) | (1,093) |
Gross profit | 4,510 | 567 |
Operating expenses: | ||
Selling and marketing | 6,496 | 2,390 |
General and administrative | 12,504 | 8,087 |
Research and development | 332 | 237 |
Total operating expenses | 19,332 | 10,714 |
Loss from operations | (14,822) | (10,147) |
Other income (expense): | ||
Interest income (expense), net | (1,108) | $ 29 |
Other income | 31 | |
Total other income (expense), net | (1,077) | $ 29 |
Net loss | $ (15,899) | $ (10,118) |
Basic and diluted net loss per share of common stock | $ (1.66) | $ (1.11) |
Weighted average number of shares of common stock outstanding, basic and diluted | 9,576,142 | 9,132,989 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2013 | $ 9 | $ 46,849 | $ (31,747) | $ 15,111 |
Balance, share at Dec. 31, 2013 | 8,970,364 | |||
Exercise of stock options, net of tax withholding | 584 | 584 | ||
Exercise of stock options, net of tax withholding, shares | 227,216 | |||
Issuance of common stock upon vesting of RSUs net of tax withholding | (13) | (13) | ||
Issuance of common stock upon vesting of RSUs net of tax withholding , shares | 1,954 | |||
Exercise of warrants | 38 | 38 | ||
Exercise of warrants, shares | 47,829 | |||
Issuance of common stock related to consulting agreements | 29 | 29 | ||
Issuance of common stock related to consulting agreements, shares | 4,000 | |||
Common stock issued in settlement of contract dispute | 50 | 50 | ||
Common stock issued in settlement of contract dispute, shares | 6,868 | |||
Stock-based compensation | $ 2,469 | 2,469 | ||
Net loss | $ (10,118) | (10,118) | ||
Balance at Dec. 31, 2014 | $ 9 | $ 50,006 | $ (41,865) | 8,150 |
Balance, share at Dec. 31, 2014 | 9,258,231 | |||
Exercise of stock options, net of tax withholding, shares | 227,216 | |||
Issuance of common stock upon vesting of RSUs net of tax withholding | (10) | (10) | ||
Issuance of common stock upon vesting of RSUs net of tax withholding , shares | 10,132 | |||
Exercise of warrants | $ 1 | 1,247 | 1,248 | |
Exercise of warrants, shares | 220,912 | |||
Stock-based compensation | 3,457 | 3,457 | ||
Exercise of stock options | ||||
Exercise of stock options, shares | 130,457 | |||
Sale of stock, net of offering costs | 404 | 404 | ||
Sale of stock, net of offering costs, shares | 72,421 | |||
The Park Acquisition | 425 | 425 | ||
The Park Acquisition, shares | 63,525 | |||
Relative fair value of warrants to purchase common stock issued in connection with note payable | $ 840 | 840 | ||
Relative fair value of warrants to purchase common stock issued in connection with note payable, shares | ||||
Net loss | $ (15,899) | (15,899) | ||
Balance at Dec. 31, 2015 | $ 10 | $ 56,369 | $ (57,764) | $ (1,385) |
Balance, share at Dec. 31, 2015 | 9,755,678 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (15,899) | $ (10,118) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization of furniture and equipment | 255 | 37 |
Amortization of intangible assets | 355 | $ 48 |
Amortization of debt issuance costs and discount | 281 | |
Paid-in-kind added to principal of note payable | 130 | |
Non-cash gain on contingent acquisition obligations | (31) | |
Stock-based compensation | 3,441 | $ 2,615 |
Changes in assets and liabilities, net of effects from acquisitions: | ||
Accounts receivable | (360) | (23) |
Inventories | (314) | (160) |
Prepaid expenses and other current assets | (545) | (132) |
Accounts payable and accrued expenses | 1,028 | 345 |
Accrued payroll and related liabilities | 453 | 342 |
Deferred revenue and customer deposits | 63 | (11) |
NET CASH USED IN OPERATING ACTIVITIES | (11,143) | $ (7,057) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of Park Compounding, net of cash | (3,005) | |
Purchase of Central Allen Pharmacy, net of cash | (421) | |
Purchase of assets for ImprimisRx PA, Inc. | $ (524) | |
Purchase of restricted short-term investment | $ (100) | |
Purchase of Pharmacy Creations, LLC, net of cash and advances | $ (636) | |
Investment in patent and trademark assets | $ (185) | |
Purchases of furniture and equipment | (995) | $ (174) |
NET CASH USED IN INVESTING ACTIVITIES | (5,130) | (910) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payments on capital lease obligations | $ (25) | (10) |
Cancelled common stock | $ (13) | |
Payments on Park deferred acquisition obligation | $ (135) | |
Proceeds from note payable, net of issuance costs and fees | 9,265 | |
Net proceeds from ATM sales of common stock | 404 | |
Net proceeds from exercise of warrants and stock options | $ 1,238 | $ 622 |
Deferred offering costs | ||
NET CASH PROVIDED BY FINANCING ACTIVITIES | $ 10,747 | $ 599 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (5,526) | (7,368) |
CASH AND CASH EQUIVALENTS, beginning of year | 8,211 | 15,579 |
CASH AND CASH EQUIVALENTS, end of period | 2,685 | 8,211 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 1 | 1 |
Cash paid for interest | 637 | $ 4 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Relative fair value of warrants issued in connection with note payable | 840 | |
Issuance of common stock and deferred obligations in the purchase of Park Compounding | 1,016 | |
Issuance of stock options for consulting services included in accounts payable and accrued expenses | 39 | |
Final fee on notes payable recorded as debt discount and included in accrued expenses | $ 500 | |
Purchase of furniture and equipment with a capital lease | $ 35 | |
Purchase of furniture and equipment included in accounts payable and accrued expenses | $ 1,275 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | NOTE 1. ORGANIZATION Imprimis Pharmaceuticals, Inc. (together with its subsidiaries, unless the context indicates or otherwise requires, the Company or Imprimis) is a national leader in the development, production and dispensing of novel compounded pharmaceuticals. The Companys two business programs, Imprimis Cares Custom Compounding Choice On April 1, 2014, the Company acquired Pharmacy Creations, LLC (PC), a New Jersey based compounding pharmacy and on January 1, 2015, the Company acquired South Coast Specialty Compounding, Inc. D/B/A Park Compounding (Park), a California based compounding pharmacy. Effective with the acquisition of PC, the Company commenced sales and marketing efforts for Imprimis portfolio of proprietary and non-proprietary compounded drug formulations. On August 4, 2015, the Company acquired JT Pharmacy, Inc. d/b/a Central Allen Pharmacy (CAP), a Texas based compounding pharmacy whose name has been changed to ImprimisRx TX, Inc., and on October 15, 2015, the Company, through a wholly-owned subsidiary ImprimisRx PA, Inc. (ImprimisRx PA), acquired substantially all of the assets and tradenames of Thousand Oaks Holding Companys wholly-owned subsidiaries Topical Apothecary Group, LLC (d/b/a TAG Pharmacy), Aerosol Science Laboratories, Inc. (d/b/a ASL Pharmacy), SinuTopic, Inc. (d/b/a Sinus Dynamics Pharmacy) and Mycotoxins, LLC (collectively TOHC). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Imprimis has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include, among others, those related to allowance for doubtful accounts and contractual adjustments, realizability of inventories, valuation of deferred taxes, goodwill and intangible assets, recoverability of long-lived assets and goodwill, valuation of contingent acquisition obligations and deferred acquisition obligations, valuation of note payable and valuation of stock-based compensation issued to employees and non-employees. Actual results could differ from these estimates. Liquidity The Company has incurred significant operating losses and negative cash flows from operations since its inception. The Company incurred net losses of $15,899 and $10,118 for the years ended December 31, 2015 and 2014, respectively, and had an accumulated deficit of $57,764 and $41,865 as of December 31, 2015 and 2014, respectively. In addition, the Company used cash in operating activities of $11,143 and $7,057 for the years ended December 31, 2015 and 2014, respectively. While there is no assurance, the Company believes its existing cash resources and restricted investments of approximately $2,835 at December 31, 2015 and net cash proceeds from the sale of the Companys common stock of $11,100 and issuance of a convertible note of $3,000 subsequent to December 2015 (see Note 16), will be sufficient to sustain the Companys planned level of operations for at least the next twelve months. However, estimates of operating expenses and working capital requirements could be incorrect, and the Company could use its cash resources faster than anticipated. Further, some or all of the ongoing or planned activities may not be successful and could result in further losses. The Company may seek to increase liquidity and capital resources by one or more measures, to the extent necessary. These measures may include, but are not limited to, the following: obtaining financing through the issuance of equity, debt, or convertible securities; and working to increase revenue growth through pharmacy sales. There is no guarantee that the Company will be able to obtain capital when needed on terms it deems as acceptable, or at all. Revenue Recognition and Deferred Revenue The Company recognizes revenues when all of the following criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. The Company began generating revenues upon the acquisition of PC in the second quarter of 2014, which include sales of certain of the Companys proprietary compounded drug formulations and non-proprietary formulations and products. Product Revenues Determination of criteria (3) and (4) is based on managements judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Estimated returns and allowances and other adjustments are provided for in the same period during which the related sales are recorded. The Company will defer any revenues received for a product that has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered and no refund will be required. License Revenues License arrangements may consist of non-refundable upfront license fees, data transfer fees, research reimbursement payments, exclusive license rights to patented or patent pending compounds, technology access fees, and various performance or sales milestones. These arrangements can be multiple element arrangements. Non-refundable fees that are not contingent on any future performance by the Company and require no consequential continuing involvement on the part of the Company, are recognized as revenue when the license term commences and the licensed data, technology, compounded drug preparation and/or other deliverable is delivered. Such deliverables may include physical quantities of compounded drug preparations, design of the compounded drug preparations and structure-activity relationships, the conceptual framework and mechanism of action, and rights to the patents or patent applications for such compounded drug preparations. The Company defers recognition of non-refundable fees if it has continuing performance obligations without which the technology, right, product or service conveyed in conjunction with the non-refundable fee has no utility to the licensee and that are separate and independent of the Companys performance under the other elements of the arrangement. In addition, if the Companys continued involvement is required, through research and development services that are related to its proprietary know-how and expertise of the delivered technology or can only be performed by the Company, then such non-refundable fees are deferred and recognized over the period of continuing involvement. Guaranteed minimum annual royalties are recognized on a straight-line basis over the applicable term. Cost of Sales Cost of sales includes direct and indirect costs to manufacture formulations and other products sold, including active pharmaceutical ingredients, personnel costs, packaging, storage, royalties (see Note 14), shipping and handling costs and the write-off of obsolete inventory. Research and Development The Company expenses all costs related to research and development as they are incurred. Research and development expenses consist of expenses incurred in performing research and development activities, including salaries and benefits, other overhead expenses, and costs related to clinical trials, contract services and outsourced contracts. Intellectual Property The costs of acquiring intellectual property rights to be used in the research and development process, including licensing fees and milestone payments, are charged to research and development expense as incurred in situations where the Company has not identified an alternative future use for the acquired rights, and are capitalized in situations where we have identified an alternative future use for the acquired rights. Patents and trademarks are recorded at cost and capitalized at a time when the future economic benefits of such patents and trademarks become more certain (see Goodwill and Intangible Assets). The Company began capitalizing certain costs associated with acquiring intellectual property rights during 2015, if costs are not capitalized they are expensed as incurred. Income Taxes As part of the process of preparing the Companys consolidated financial statements, the Company must estimate the actual current tax liabilities and assess temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the consolidated balance sheet. The Company must assess the likelihood that the deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not likely, a valuation allowance must be established. To the extent the Company establishes a valuation allowance or increase or decrease this allowance in a period, the impact will be included in income tax expense in the consolidated statement of operations. The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (the FASB) Accounting Standards Codification (ASC) 740, Income Taxes, or ASC 740. As of December 31, 2015, there were no unrecognized tax benefits included in the consolidated balance sheet that would, if recognized, affect the effective tax rate. The Companys practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties in its consolidated balance sheets at December 31, 2015 and 2014, and has not recognized interest and/or penalties in the consolidated statements of operations for the years ended December 31, 2015 and 2014. The Company is subject to taxation in the United States, California, New Jersey, Texas and Pennsylvania. The Companys tax years since 2000 are subject to examination by the federal and state tax authorities due to the carryforward of unutilized net operating losses. Cash and Cash Equivalents Cash equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition. Concentrations of Credit Risk The Company places its cash with financial institutions deemed by management to be of high credit quality. The Federal Deposit Insurance Corporation (FDIC) provides basic deposit coverage with limits up to $250,000 per owner. At December 31, 2015, the Company had approximately $2.1 million in cash deposits in excess of FDIC limits. Accounts Receivable Accounts receivable are stated net of allowances for doubtful accounts and contractual adjustments. The accounts receivable balance primarily includes amounts due from customers the Company has invoiced or from third-party providers (e.g., insurance companies and governmental agencies), but for which payment has not been received. Charges to bad debt are based on both historical write-offs and specifically identified receivables. Contractual adjustments are determined by the amount expected to be collected from third-party providers. Accounts receivable are presented net of allowances for doubtful accounts and contractual adjustments in the amount of $180 and $4 as of December 31, 2015 and 2014, respectively. Inventories Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out basis. The Company evaluates the carrying value of inventories on a regular basis, based on the price expected to be obtained for products in their respective markets compared with historical cost. Write-downs of inventories are considered to be permanent reductions in the cost basis of inventories. The Company also regularly evaluates its inventories for excess quantities and obsolescence (expiration), taking into account such factors as historical and anticipated future sales or use in production compared to quantities on hand and the remaining shelf life of products and active pharmaceutical ingredients on hand. The Company establishes reserves for excess and obsolete inventories as required based on its analyses. Furniture and Equipment Furniture and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful life of the asset. Leasehold improvements and capital lease equipment are amortized over the estimated useful life or remaining lease term, whichever is shorter. Computer software and hardware and furniture and equipment are depreciated over three to five years. Business Combinations The Company accounts for business combinations by recognizing the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair values on the acquisition date. The purchase price allocation process requires management to make significant estimates and assumptions, especially with respect to intangible assets, estimated contingent consideration payments and pre-acquisition contingencies. Examples of critical estimates in valuing certain of the intangible assets the Company has acquired or may acquire in the future include but are not limited to: ● future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and ● discount rates utilized in valuation estimates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated financial position, statements of operations or cash flows in the period of the change in the estimate. Goodwill and Intangible Assets Patents and trademarks are recorded at cost and capitalized at a time when the future economic benefits of such patents and trademarks become more certain. At that time, the Company capitalizes third party legal costs and filing fees associated with obtaining and prosecuting claims related to its patents and trademarks. Once the patents have been issued, the Company amortizes these costs over the shorter of the legal life of the patent or its estimated economic life, generally 20 years, using the straight-line method. Trademarks are an indefinite life intangible asset and are assessed for impairment based on future projected cash flows as further described below. The Company reviews its goodwill and indefinite-lived intangible assets for impairment as of January 1 of each year and when an event or a change in circumstances indicates the fair value of a reporting unit may be below its carrying amount. Events or changes in circumstances considered as impairment indicators include but are not limited to the following: ● significant underperformance of the Companys business relative to expected operating results; ● significant adverse economic and industry trends; ● significant decline in the Companys market capitalization for an extended period of time relative to net book value; and ● expectations that a reporting unit will be sold or otherwise disposed. The goodwill impairment test consists of a two-step process as follows: Step 1. The Company compares the fair value of each reporting unit to its carrying amount, including the existing goodwill. The fair value of each reporting unit is determined using a discounted cash flow valuation analysis. The carrying amount of each reporting unit is determined by specifically identifying and allocating the assets and liabilities to each reporting unit based on headcount, relative revenues or other methods as deemed appropriate by management. If the carrying amount of a reporting unit exceeds its fair value, an indication exists that the reporting units goodwill may be impaired and the Company then performs the second step of the impairment test. If the fair value of a reporting unit exceeds its carrying amount, no further analysis is required. Step 2. If further analysis is required, the Company compares the implied fair value of the reporting units goodwill, determined by allocating the reporting units fair value to all of its assets and its liabilities in a manner similar to a purchase price allocation, to its carrying amount. If the carrying amount of the reporting units goodwill exceeds its fair value, an impairment loss will be recognized in an amount equal to the excess. Impairment of Long-Lived Assets Long-lived assets, such as furniture and equipment, purchased intangibles subject to amortization and patents and trademarks, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet, if material. During the years ended December 31, 2015 and 2014, the Company did not recognize any impairment of its long-lived assets. Third Party Billing and Collection Agreements In connection with its acquisition of Park, the Company entered into a billing and collection agreement with a third party to assist in the billing and collection of workers compensation claims. Under the terms of the agreement, the Company is obligated to pay a fixed fee to the third party equal to 55% of the amounts billed and collected under the workers compensation claims. The Company accrues for such fees in accounts payable and accrued expenses in the accompanying consolidated balance sheet. Total billing and collection management expense under this agreement for the year ended December 31, 2015 was $142, and is included in selling and marketing expenses in the accompanying consolidated statement of operations. The amount due under the agreement as of December 31, 2015 was $81. Deferred Rent The Company accounts for rent expense related to its operating leases by determining total minimum rent payments on the leases over their respective periods and recognizing the rent expense on a straight-line basis. The difference between the actual amount paid and the amount recorded as rent expense in each fiscal year and interim periods within each fiscal year is recorded as an adjustment to deferred rent and is included in accounts payable and accrued expenses. Debt Issuance Costs and Debt Discount Debt issuance costs and the debt discount are recorded net of note payable in the consolidated balance sheet. Amortization expense of debt issuance costs and the debt discount is calculated using the effective interest method over the term of the debt and is recorded in interest expense in the accompanying consolidated statement of operations. Fair Value Measurements Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The established fair value hierarchy prioritizes the use of inputs used in valuation methodologies into the following three levels: ● Level 1: Applies to assets or liabilities for which there are quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available. ● Level 2: Applies to assets or liabilities for which there are significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. ● Level 3: Applies to assets or liabilities for which there are significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, Level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method. At December 31, 2015 and 2014, the Company did not have any financial assets or liabilities that are measured on a recurring basis. The Companys financial instruments includes cash and cash equivalents, restricted short-term investments, accounts receivable, accounts payable and accrued expenses, accrued payroll and related liabilities, deferred revenue and customer deposits, contingent acquisition obligations, deferred acquisition obligations, note payable and capital leases. The carrying amount of these financial instruments, except for deferred acquisition obligations, note payable, and the capital leases, approximates fair value due to the short-term maturities of these instruments. The Companys restricted short-term investments are carried at amortized cost, which approximates fair value. Based on borrowing rates currently available to the Company, the carrying values of the deferred acquisition obligations, note payable, and capital leases approximate their respective fair values. Stock-Based Compensation All stock-based payments to employees, directors and consultants, including grants of stock options, warrants, restricted stock units (RSUs) and restricted stock, are recognized in the consolidated financial statements based upon their estimated fair values. The Company uses the Black-Scholes-Merton option pricing model and Monte Carlo Simulation to estimate the fair value of stock-based awards. The estimated fair value is determined at the date of grant. The financial statement effect of forfeitures is estimated at the time of grant and revised, if necessary, if the actual effect differs from those estimates. The Companys accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows FASB guidance. As such, the value of the applicable stock-based compensation is periodically remeasured and income or expense is recognized during the vesting terms of the equity instruments. The measurement date for the estimated fair value of the equity instruments issued is the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendors performance is complete. In the case of equity instruments issued to consultants, the estimated fair value of the equity instrument is primarily recognized over the term of the consulting agreement. According to FASB guidance, an asset acquired in exchange for the issuance of fully vested, nonforfeitable equity instruments should not be presented or classified as an offset to equity on the grantors balance sheet once the equity instrument is granted for accounting purposes. Accordingly, the Company records the estimated fair value of nonforfeitable equity instruments issued for future consulting services as prepaid stock-based consulting expenses in its consolidated balance sheets. Basic and Diluted Net Loss per Common Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders for the period by the weighted average number of common and common equivalent shares, such as stock options and warrants, outstanding during the period. Basic and diluted net loss per share is computed using the weighted average number of shares of common stock outstanding during the period. Common stock equivalents (using the treasury stock or if converted method) from deferred acquisition obligations, stock options, unvested RSUs and warrants were 3,313,169 and 3,024,217 at December 31, 2015 and 2014, respectively, and are excluded from the calculation of diluted net loss per share for all periods presented because the effect is anti-dilutive. Included in the basic and diluted net loss per share calculation were RSUs awarded to directors that had vested, but the issuance and delivery of the shares are deferred until the director resigns. The number of shares underlying these vested RSUs at December 31, 2015 and 2014 was 55,824 and 27,218, respectively, The following table shows the computation of basic and diluted net loss per share of common stock for the years ended December 31, 2015 and 2014: For the For the Year Ended Year Ended December 31, 2015 December 31, 2014 Numerator net loss $ (15,899 ) $ (10,118 ) Denominator weighted average number of shares outstanding, basic and diluted 9,576,142 9,132,989 Net loss per share, basic and diluted $ (1.66 ) $ (1.11 ) Recently Adopted Accounting Pronouncements In April 2015, the FASB issued Accounting Standard Update (ASU) 2015-03 Simplifying the Presentation of Debt Issuance Costs In November 2015, the FASB issued ASU 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes Recently Issued Accounting Pronouncements Leases In January 2016, the FASB issued ASU 2016-01, Financial Instruments: Recognition and Measurement of Financial Assets and Financial Liabilities In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory, In August 2014, the FASB issued new accounting guidance which defines managements responsibility to assess an entitys ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. This guidance will be effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 3. ACQUISITIONS Acquisition of Pharmacy Creations On April 1, 2014, the Company acquired all of the outstanding membership interests of PC (the PC Acquisition) from J. Scott Karolchyk and Bernard Covalesky (the PC Sellers), such that PC became a wholly-owned subsidiary of the Company. The acquisition of PC permits the Company to make and distribute its patent-pending proprietary drug formulations and other pharmaceutical preparations through PC. The transaction has been accounted for as a business combination and the financial results of PC have been included in the Companys consolidated financial statements for the period subsequent to its acquisition. The estimated acquisition date fair value of consideration transferred, assets acquired and liabilities assumed for PC are presented below and represent the Companys best estimates. Fair Value of Consideration Transferred At the closing of the PC Acquisition, the Company paid to the PC Sellers an aggregate cash purchase price of $600. In addition, the PC Sellers were entitled to receive additional contingent consideration upon the satisfaction of certain conditions, as follows: ● A contingent cash payment of $50, payable if PC earns revenues of over $3,500 for the 12 month period ended March 31, 2015 which was forfeited as the milestone was not met; and ● A contingent stock payment of up to an aggregate of 215,190 shares of the Companys common stock, issuable only if the following revenue milestones are met: ● if PC earns revenue of over $7,500 during the 12 month period ending March 31, 2016, all 215,190 shares; and ● if PC earns revenue of between $3,500 and $7,500 during the 12 month period ending March 31, 2016, an aggregate of that number of shares of Imprimis common stock equal to the amount that such revenue exceeds $3,500 divided by 18.5882, rounded down to the lower whole number (not to exceed 215,190 shares). Although management estimates that certain of the contingent consideration will be paid, it has applied a discount rate to the contingent consideration amounts in determining fair value to represent the risk of these payments not being made. The total acquisition date fair value of the consideration transferred and to be transferred is estimated at approximately $1,114, as follows: Cash payment to the PC Sellers at closing $ 600 Contingent common stock issuance to the PC Sellers 483 Contingent cash consideration to the PC Sellers 31 Total acquisition date fair value $ 1,114 A $514 liability was recognized for the estimated acquisition date fair value of the future contingent common stock and cash payments. During the year ended December 31, 2015, the Company decreased the contingent liability amount related to the cash payment and recognized a gain in other income of $31 due to the revenue milestone not being met. Contingent acquisition obligations related to the PC Acquisition were $483 and $514 at December 31, 2015 and 2014, respectively. Allocation of Consideration Transferred The identifiable assets acquired and liabilities assumed were recognized and measured as of the acquisition date based on their estimated fair values as of April 1, 2014, the acquisition date. The excess of the acquisition date fair value of consideration transferred over the estimated fair value of the net tangible assets and intangible assets acquired was recorded as goodwill. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. Cash and cash equivalents $ 5 Accounts receivable 58 Prepaid expenses and other assets 30 Inventory 213 Property and equipment 45 Intangible assets 659 Total identifiable assets acquired 1,010 Accounts payable and accrued liabilities 120 Other liabilities 107 Total liabilities assumed 227 Total identifiable assets less liabilities assumed 783 Goodwill 331 Net assets acquired $ 1,114 Results of Operations The amount of revenues and operating loss of PC included in the Companys consolidated statement of operations from the acquisition date through the period ended December 31, 2014 are as follows: Total revenues $ 1,652 Operating loss $ (663 ) Intangible Assets Management engaged a third-party valuation firm to assist in the determination of the fair value of the acquired intangible assets of PC. In determining the fair value of the intangible assets, the Company considered, among other factors, the best use of acquired assets, analyses of historical financial performance of PC and estimates of future performance of PC. The fair values of the identified intangible assets related to PCs customer relationships, trade name, non-competition covenant, and state pharmacy licenses. The fair value of customer relationships and the non-competition covenant were calculated using the income approach. The fair value of the trade name and state pharmacy licenses were calculated using the cost approach. The following table sets forth the components of identified intangible assets associated with the PC Acquisition and their estimated useful lives. Fair Value Useful Life Customer relationships $ 596 10 - 15 years Trade name 5 5 years Non-competition covenant 50 4 years State pharmacy licenses 8 25 years $ 659 The Company determined the useful lives of intangible assets based on the expected future cash flows and contractual lives associated with the respective asset. Trade name represents the fair value of the brand and name recognition associated with the marketing of PCs formulations and services. Customer relationships represent the expected benefit from customer contracts that, at the date of acquisition, were reasonably anticipated to continue given the history and operating practices of PC. The non-competition covenant represents the contractual period and expected degree of adverse economic impact that would exist in its absence. Licenses represent eight state pharmacy licenses PC held at the date of acquisition. Goodwill Of the total estimated purchase price, $331 was allocated to goodwill and is attributable to expected synergies between the combined companies, including access for the Company to fulfill prescriptions with its patent-pending proprietary drug formulations through PCs market channels and assembled workforce. Goodwill represents the excess of the purchase price of the acquired business over the estimated fair value of the underlying net tangible and intangible assets acquired. Goodwill resulting from the PC Acquisition will be tested for impairment at least annually and more frequently if certain indicators of impairment are present. In the event the Company determines that the value of goodwill has become impaired, it will incur an accounting charge for the amount of the impairment during the fiscal quarter in which the determination is made. None of the goodwill is expected to be deductible for income tax purposes. Acquisition of Park On January 1, 2015, the Company acquired all of the outstanding capital stock of Park (the Park Acquisition) from its previous owners (the Sellers), such that Park became a wholly owned subsidiary of the Company. The acquisition of Park permits the Company to make and distribute its patent-pending proprietary drug formulations and other novel pharmaceutical solutions through Park and introduces the Company to new geographic and compounded formulation markets. The transaction has been accounted for as a business combination and the financial results of Park have been included in the Companys consolidated financial statements for the period subsequent to the acquisition. The estimated acquisition date fair value of consideration transferred, assets acquired and liabilities assumed for Park are presented below and represent the Companys best estimates. Fair Value of Consideration Transferred At the closing of the Park Acquisition, the Company paid to the Sellers an aggregate cash purchase price of $3,000, net of fees and expenses, and a $100 payment for cash remaining in a Park bank account, and the Company issued to the Sellers 63,525 shares of the Companys restricted common stock, valued at $500 based on the average closing price of the Companys common stock for the 10 trading days preceding the closing. In addition, the Company is obligated to make 12 quarterly cash payments to the Sellers collectively of $53 each over the three years following the closing of the Park Acquisition, totaling $638; provided that the Sellers will have the option to receive the last six of such payments, totaling up to an aggregate of $319, in the form of 6,749 shares of the Companys common stock for each such payment. The convertible features of the deferred consideration provide for a rate of conversion that is at market value, and as a result no value was attributed to the conversion feature. The Company also recorded a deferred tax liability of $1,047 related to the Park acquisition. Management applied a discount rate of 15% to the restricted common stock issued at the closing of the Park Acquisition due to a lack of marketability of such shares as a result of certain restrictions on their transfer. The total acquisition date fair value of the consideration transferred and to be transferred is estimated at approximately $5,163. A $591 liability was recognized for the estimated acquisition date fair value of the deferred consideration and is included in the deferred acquisition obligations in the accompanying consolidated balance sheet at December 31, 2015. The total acquisition date fair value of consideration transferred and to be transferred is estimated as follows: Cash payment to Sellers at closing $ 3,100 Restricted common stock issuance to Sellers at closing 425 Deferred tax liability 1,047 Deferred consideration to Sellers 591 Total acquisition date fair value $ 5,163 Allocation of Consideration Transferred The identifiable assets acquired and liabilities assumed were recognized and measured as of the acquisition date based on their estimated fair values as of January 1, 2015, the acquisition date. The excess of the acquisition date fair value of consideration transferred over the estimated fair value of the net tangible assets and intangible assets acquired was recorded as goodwill. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. Cash and cash equivalents $ 95 Accounts receivable 399 Inventories 232 Furniture and equipment 252 Intangible assets 2,629 Total identifiable assets acquired 3,607 Accounts payable and accrued expenses 304 Other liabilities 35 Total liabilities assumed 339 Total identifiable assets less liabilities assumed 3,268 Goodwill 1,895 Net assets acquired $ 5,163 During the year ended December 31, 2015 the discount rate of the common stock issued at the time of the Park Acquisition was adjusted from 25% to 15% which resulted in an increase of $46 and $4 in goodwill and intangible assets, respectively, compared to the initial allocation of the purchase price. The final allocation was based on estimates and appraisals that was based on the Companys final evaluation of Parks assets and liabilities, including both tangible and intangible assets. Results of Operations The amount of revenues and net income of Park included in the Companys consolidated statement of operations from the acquisition date through the period ended December 31, 2015 are as follows: Total revenues $ 6,134 Net income $ 1,088 Intangible Assets Management engaged a third-party valuation firm to assist in the determination of the fair value of the acquired intangible assets of Park. In determining the fair value of the intangible assets, the Company considered, among other factors, the best use of the acquired assets, analyses of historical financial performance of Park and estimates of future performance of Park. The fair values of the identified intangible assets related to Parks customer relationships, trade name, non-competition clause, and state pharmacy licenses. Customer relationships and the non-competition clause were calculated using the income approach. Trade name and state pharmacy licenses were calculated using the cost approach. The following table sets forth the components of identified intangible assets associated with the Park Acquisition and their estimated useful lives. Fair Value Useful Life Customer relationships $ 2,387 3 - 15 years Trade name 10 5 years Non-competition clause 224 3 years State pharmacy licenses 8 25 years $ 2,629 The Company determined the useful lives of intangible assets based on the expected future cash flows and contractual life associated with the respective assets. Trade name represents the fair value of the brand and name recognition associated with the marketing of Parks formulations and services. Customer relationships represent the expected future benefit from contracts and relationships which, at the date of acquisition, were reasonably anticipated to continue given the history and operating practices of Park. The non-competition clause represents the contractual period and expected degree of adverse economic impact that would exist in its absence. Licenses represent twelve state pharmacy licenses Park held at the date of acquisition. Goodwill Of the total estimated purchase price for the Park Acquisition, $1,895 was allocated to goodwill and is attributable to expected synergies between the combined companies, including access for the Company to fulfill prescriptions with its patent-pending proprietary drug formulations through Parks market channels and assembled workforce. Goodwill represents the excess of the purchase price of the acquired business over the fair value of the underlying net tangible and intangible assets acquired. Goodwill resulting from the business will be tested for impairment at least annually and more frequently if certain indicators are present. In the event the Company determines that the value of goodwill has become impaired, it will incur an accounting charge for the amount of the impairment during the fiscal quarter in which the determination is made. None of the goodwill is expected to be deductible for income tax purposes. Other 2015 Acquisitions During 2015, the Company acquired CAP and purchased the assets of TOHC, primarily to expand its compounding pharmacy infrastructure and offerings. These acquisitions were not individually significant. The Company has included the financial results of the CAP acquisition in its consolidated financial statements from its acquisition date, August 4, 2015, and the results from this company were not individually material to the Companys consolidated financial statements. The preliminary purchase price for these acquisitions totaled, collectively, approximately $945, which was paid entirely in cash. The Company has preliminarily recorded $641 of net tangible assets and $65 of identifiable intangible assets, based on their estimated fair values, and $239 of residual goodwill. The initial purchase price calculation and related accounting for these acquisitions are preliminary. The preliminary fair value estimates for the assets acquired and liabilities assumed for these acquisitions were based upon preliminary calculations and valuations, and estimates and assumptions for these acquisitions are subject to change as the Company obtains additional information during the respective measurement periods (up to one year from the applicable acquisition date). The primary areas of these preliminary estimates that are not yet finalized relate to certain tangible assets and liabilities acquired and identifiable intangible assets. Pro Forma Financial Information The following table presents the Companys unaudited pro forma results (including CAP, Park and PC) for the year ended December 31, 2014, as though the companies had been combined as of January 1, 2014. The acquisition of CAP was not individually significant and the 2015 results from this company were not individually material to our consolidated financial statements. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of each period presented, nor is it indicative of results of operations which may occur in the future. The unaudited pro forma results presented include amortization charges for intangible assets, interest charges, acquisition costs, and eliminations of intercompany transactions. For the Year Ended December 31, 2014 Total revenues $ 7,847 Net loss $ (9,850 ) The Company incurred approximately $201 in acquisition expenses related to the Park Acquisition, $135 in expenses related to the acquisition of the assets of TOHC and did not incur material acquisition expenses related to the PC Acquisition and the acquisition of CAP. |
Restricted Short-Term Investmen
Restricted Short-Term Investments | 12 Months Ended |
Dec. 31, 2015 | |
Restricted Short-term Investments | |
Restricted Short-Term Investments | NOTE 4. RESTRICTED SHORT-TERM INVESTMENTS The restricted short-term investments at December 31, 2015 consist of certificates of deposit, which are classified as held-to-maturity. At December 31, 2015 and 2014, the restricted short-term investments were recorded at amortized cost which approximates fair value. At December 31, 2015 and 2014, the certificates of deposit of $150 were classified as a current asset. The certificates of deposit are required as collateral under the Companys corporate credit card agreement and additional security for the Companys office space lease and they automatically renew every twelve months. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 5. INVENTORIES Inventories are comprised of over-the-counter and prescription retail pharmacy products, commercial pharmaceutical products, related laboratory supplies and active pharmaceutical ingredients. The composition of inventories as of December 31, 2015 and 2014 was as follows: December 31, 2015 December 31, 2014 Raw materials $ 775 $ 146 Work in progress - 98 Finished goods 637 129 Total inventories $ 1,412 $ 373 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | NOTE 6. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets at December 31, 2015 and 2014 consisted of the following: December 31, 2015 December 31, 2014 Prepaid insurance $ 297 $ 124 Other prepaid expenses 370 82 Deposits and other current assets 119 35 Total prepaid expenses and other current assets $ 786 $ 241 |
Furniture and Equipment
Furniture and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Furniture and Equipment | NOTE 7. FURNITURE AND EQUIPMENT Furniture and equipment at December 31, 2015 and 2014 consisted of the following: December 31, 2015 December 31, 2014 Furniture and equipment, net: Computer software and hardware $ 323 $ 53 Furniture and equipment 350 153 Lab and pharmacy equipment 538 62 Leasehold improvements 1,746 20 2,957 288 Accumulated depreciation and amortization (300 ) (45 ) $ 2,657 $ 243 The Company recorded depreciation and amortization expense of $255 and $37 during the years ended December 31, 2015 and 2014, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | NOTE 8. INTANGIBLE ASSETS AND GOODWILL The Companys intangible assets at December 31, 2015 consisted of the following: Amortization periods Accumulated Net (in years) Cost amortization Carrying value Patents 17-19 years $ 64 $ (1 ) $ 63 Trademarks Indefinite 121 - 121 Customer relationships 3-15 years 2,998 (297 ) 2,701 Trade name 5 years 16 (4 ) 12 Non-competition clause 3-4 years 294 (99 ) 195 State pharmacy licenses 25 years 45 (2 ) 43 $ 3,538 $ (403 ) $ 3,135 The Companys intangible assets at December 31, 2014 consisted of the following: Amortization periods Accumulated Net (in years) Cost amortization Carrying value Customer relationships 10-15 years $ 596 $ (37 ) $ 559 Trade name 5 years 5 (1 ) 4 Non-competition clause 4 years 50 (9 ) 41 State pharmacy licenses 25 years 8 (1 ) 7 $ 659 $ (48 ) $ 611 Amortization expense for intangible assets for the years ended December 31, 2015 and 2014 was as follows: For the For the Year Ended Year Ended December 31, 2015 December 31, 2014 Patents $ 1 $ - Customer relationships 260 37 Trade name 3 1 Non-competition clause 90 9 State pharmacy licenses 1 1 $ 355 $ 48 Estimated future amortization expense for the Companys intangible assets at December 31, 2015 is as follows: Years ending December 31, 2016 $ 365 2017 365 2018 219 2019 208 2020 206 Thereafter 1,772 $ 3,135 The changes in the carrying value of the Companys goodwill during the years ended December 31, 2015 and 2014 were as follows: Balance at January 1, 2014 $- Acquistion of PC (see Note 3) 332 Balance at December 31, 2014 332 Acquisition of Park (see Note 3) 1,895 Acquisition of CAP (see Note 3) 239 Balance at December 31, 2015 $ 2,466 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 9. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses at December 31, 2015 and 2014 consisted of the following: December 31, 2015 December 31, 2014 Accounts payable $ 3,185 $ 699 Deferred rent 63 5 Accrued interest (see Note 10) 90 - Accrued exit fee for note payable (see Note 10) 500 - Building lease liability(1) 46 74 Other accrued expenses (2) 23 39 Total accounts payable and accrued expenses 3,907 817 Less: Current portion (3,407 ) (787 ) Non-current total accrued expenses $ 500 $ 30 (1) In September 2014, the Company relocated its corporate headquarters to a 7,565 square foot office facility in San Diego, California. In February 2015, the Company entered into an agreement to sublet 3,874 square feet of its previously occupied headquarters office space through the remaining term of the lease for a monthly rent amount of $8. The Company recognized a loss of approximately $117 during the year ended December 31, 2014 related to the estimated remaining lease liability, net of expected sublease income, of the previously occupied office space. The obligations were discounted based on current prevailing market rates. (2) The amount consists of a $23 and $39 stock-based compensation accrual at December 31, 2015 and 2014 respectively, for stock options to be granted for services performed. The stock-based compensation expense related to the accruals was $23 and $39 during the years ended December 31, 2015 and 2014, respectively. The $39 was recorded to additional paid-in-capital upon issuance of the stock options in 2015. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 10. DEBT On May 11, 2015, the Company entered into a loan and security agreement (the Loan Agreement) with IMMY Funding LLC, (LSAF), an affiliate of Life Sciences Alternative Funding LLC, as lender and collateral agent. Pursuant to the terms of the Loan Agreement, as amended subsequent to December 31, 2015 (see Note 16), LSAF made available to the Company a term loan in the aggregate principal amount of up to $10,000, all of which was drawn on May 11, 2015. The term loan bears interest at a fixed per-annum rate of 12.5% and allows for 2% of the interest to be paid-in-kind until either February 2017 or May 2017, such date dependent upon the Companys ability to meet certain revenue or cash balance measures. The Company is permitted to pay interest only for the first three years and after the end of the interest-only period, the Company will be required to pay interest, plus repayments of the principal amount of the term loan, in 36 equal monthly installments. The interest-only period may be reduced to 20 months if the Company does not meet certain minimum revenue or cash balance requirements, in which case the Company would be required to pay interest, plus repayments of the principal amount of the term loans, in 24 equal monthly installments. All amounts owed under the Loan Agreement, including a final fee of 5% of the aggregate principal amount of the term loan, will be due on the earlier of May 11, 2021, or 24 months after the end of the interest-only period. The Company incurred expenses of approximately $735 in connection with the Loan Agreement. The final fee and expenses are being amortized as interest expense over the term of the debt using the interest method and the related liability of $500 for the final fee is included in accrued expenses (see Note 9) in the accompanying consolidated balance sheet. Pursuant to the terms of the Loan Agreement, the Company is bound by certain affirmative covenants setting forth actions that the Company must take during the term of the Loan Agreement, including, among others, certain information delivery requirements, obligations to maintain certain insurance and certain notice requirements. Additionally, the Company is bound by certain negative covenants setting forth actions that the Company may not take during the term of the Loan Agreement without LSAFs consent, including, among others, disposing of certain of the Companys or its subsidiaries business or property, incurring certain additional indebtedness, entering into certain merger, acquisition or change of control transactions, paying certain dividends or distributions on or repurchasing any of the Companys capital stock, or incurring any lien or other encumbrance on the Companys or its subsidiaries assets, subject to certain permitted exceptions. Upon the occurrence of an event of default under the Loan Agreement (subject to cure periods for certain events of default), all amounts owed by the Company thereunder may be declared immediately due and payable by LSAF. Events of default include, among others, the following: the occurrence of certain bankruptcy events; the failure to make payments under the Loan Agreement when due; the occurrence of a material adverse change in the business, operations or condition of the Company or any of its subsidiaries; the breach by the Company or its subsidiaries of certain of their material agreements with third parties; the initiation of certain regulatory enforcement actions against the Company or its subsidiaries; the rendering of certain types of fines or judgments against the Company or its subsidiaries; any breach by the Company or its subsidiaries of any covenant (subject to cure periods for certain covenants) made in the Loan Agreement; and the failure of any representation or warranty made by the Company or its subsidiaries in connection with the Loan Agreement to be correct in any material respect when made. The Companys obligations under the Loan Agreement are guaranteed on a secured basis by its wholly owned subsidiaries. Each of the Company and its subsidiaries has granted LSAF a security interest in substantially all of its personal property, rights and assets, including intellectual property rights and equity ownership, to secure the payment of all amounts owed under the Loan Agreement. In connection with the Loan Agreement, the Company issued to LSAF a warrant to purchase up to 125,000 shares of the Companys common stock, (the Warrant), which was exercisable immediately, had an exercise price of $7.85 per share upon issuance and has a term of ten years. The relative fair value of the Warrant was approximately $840 and was estimated using the Black-Scholes-Merton model with the following assumptions: fair value of the Companys common stock at issuance of $7.97 per share; ten-year contractual term; 109% volatility; 0% dividend rate; and a risk-free interest rate of 1.25%. The relative fair value of the Warrant was recorded as a debt discount, decreasing notes payable and increasing additional paid-in capital on the accompanying consolidated balance sheet. The debt discount is being amortized to interest expense over the term of the debt using the interest method. For the year ended December 31, 2015, debt discount and issuance costs amortization was approximately $281. Subsequent to December 31, 2015, the Loan Agreement was amended as further described in Note 16. Note payable at December 31, 2015 were as follows: December 31, 2015 LSAF 12.5% note payable $ 10,000 Add: Interest paid-in-kind 130 Less: Discount on note for issuance costs and relative fair value of warrants (1,794 ) Less: Current portion - Long-term portion $ 8,336 Future minimum payments under notes payable outstanding at December 31, 2015 are as follows: Years Ending December 31, 2015 Amount 2016 $ 1,076 2017 1,214 2018 2,979 2019 4,183 2020 4,183 Thereafter 1,743 Total minimum payments 15,378 Less: amount representing interest and interest paid-in-kind 5,378 Note payable, gross 10,000 Add: interest paid-in-kind 130 Less: unamortized discount and issuance costs (1,794 ) Note payable and interest paid-in-kind, net of unamortized debt discount and issuance costs $ 8,336 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) and Stock-Based Compensation | NOTE 11. STOCKHOLDERS EQUITY (DEFICIT) AND STOCK-BASED COMPENSATION Common Stock On September 10, 2014, the Company decreased the number of authorized shares of its capital stock to 95,000,000. At December 31, 2015 and 2014, the Company had 90,000,000 shares of common stock, $0.001 par value, authorized. Issuances During the Year Ended December 31, 2014 In April 2014, the Company issued 6,868 shares of restricted common stock, valued at $50, in connection with the resolution of a contract dispute. In October 2014, the Company issued 4,000 shares of restricted common stock to a consultant, valued at $29 in consideration for consulting services provided. The fair value of the shares of common stock issued was recorded as stock-based compensation during the year ended December 31, 2014. During the year ended December 31, 2014, the Company issued a total of 227,216 shares of common stock as a result of stock option exercises. Of these, the Company received net cash proceeds of $584 for the issuance of 160,777 shares of common stock upon the exercise of stock options to purchase the same number of shares of common stock with exercise prices ranging from $3.68 to $4.00 per share and the Company received no cash proceeds for the issuance of 66,439 shares of common stock upon the exercise pursuant to cashless exercise provisions of stock options to purchase 146,652 shares of common stock with exercise prices ranging from $3.60 to $6.00 per share. During the year ended December 31, 2014, the Company issued 1,954 shares of common stock to employees related to the vesting of RSUs. In connection with these common stock issuances, the Company withheld 1,518 shares of common stock for payroll tax withholdings totaling $13. During the year ended December 31, 2014, the Company issued a total of 47,829 shares of common stock as a result of warrant exercises. Of these, the Company received gross cash proceeds of $38 for the issuance of 6,391 shares of common stock upon the exercise of warrants to purchase the same number of shares of common stock with an exercise price of $5.925 and the Company received no cash proceeds for the issuance of 41,438 shares of common stock upon the exercise pursuant to cashless exercise provisions of warrants to purchase 123,715 shares of common stock with an exercise price of $5.25 per share. During the year ended December 31, 2014, 27,218 shares of the Companys common stock underlying RSUs issued to directors vested, but the issuance and delivery of these shares are deferred until the respective director resigns. Issuances During the Year Ended December 31, 2015 During the year ended December 31, 2015, the Company issued a total of 130,457 shares of common stock as a result of option exercises. The Company received no cash proceeds for the issuance of the shares of common stock upon the exercise pursuant to cashless exercise provisions of stock options to purchase 255,600 shares of common stock with exercise prices ranging from $3.20 to $4.51 per share. During the year ended December 31, 2015, the Company issued 1,611 shares of common stock to employees related to the vesting of RSUs, net of 1,241 shares of common stock withheld for payroll tax withholdings totaling $10. Additionally, in January 2015, the Company issued 8,521 shares of its common stock in connection with RSUs that had been awarded to a non-employee director and had vested, but were not issued and settled until the resignation of the director on January 1, 2015. During the year ended December 31, 2015, the Company issued a total of 220,912 shares of common stock as a result of warrant exercises. Of these, the Company received cash proceeds of $1,248 for the issuance of 209,980 shares of common stock upon the exercise on a cash basis of warrants to purchase the same number of shares of common stock with an exercise price of $5.925, and the Company received no cash proceeds for the issuance of 10,932 shares of common stock upon the exercise pursuant to cashless exercise provisions of warrants to purchase 30,457 shares of common stock with an exercise price of $5.25 per share. In November 2015, the Company entered into a Controlled Equity Offering SM In January 2015, the Company issued 63,525 shares of restricted common stock, valued at $425, in connection with the Park Acquisition (see Note 3). During the year ended December 31, 2015, 28,606 shares of the Companys common stock underlying RSUs issued to directors vested, but the issuance and delivery of these shares are deferred until the director resigns. Preferred Stock At December 31, 2015 and 2014, the Company had 5,000,000 shares of preferred stock, $0.001 par value, authorized and no shares of preferred stock issued and outstanding. Stock Option Plan On September 17, 2007, the Companys Board of Directors and stockholders adopted the Companys 2007 Incentive Stock and Awards Plan, which was subsequently amended on November 5, 2008, February 26, 2012, July 18, 2012, May 2, 2013 and September 27, 2013 (as amended, the Plan). As of December 31, 2015, the Plan provides for the issuance of a maximum of 5,000,000 shares of the Companys common stock. The purpose of the Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons in the Companys development and financial success. Under the Plan, the Company is authorized to issue incentive stock options intended to qualify under Section 422 of the Internal Revenue Code, non-qualified stock options, RSUs and restricted stock. The Plan is administered by the Compensation Committee of the Companys Board of Directors. The Company had 1,353,379 shares available for future issuances under the Plan at December 31, 2015. Stock Options A summary of the stock option activity under the Plan for the year ended December 31, 2015 is as follows: Number of shares Weighted Avg. Exercise Price Weighted Avg. Remaining Contractual Life Aggregate Intrinsic Value Options outstanding - January 1, 2015 1,029,240 $ 5.74 Options granted 825,946 $ 7.80 Options exercised (255,600 ) $ 3.86 Options cancelled/forfeit (55,560 ) $ 9.21 Options outstanding - December 31, 2015 1,544,026 $ 7.03 5.81 $ 1,216 Options exercisable 653,558 $ 6.22 5.71 $ 1,073 Options vested and expected to vest 1,454,979 $ 6.99 5.81 $ 1,202 The aggregate intrinsic value in the table above represents the total pre-tax amount of the proceeds, net of exercise price, which would have been received by option holders if all option holders had exercised and immediately sold all options with an exercise price lower than the market price on December 31, 2015, based on the closing price of the Companys common stock of $6.93 on that date. The aggregate intrinsic value of stock options exercised during the year ended December 31, 2015 was approximately $1,023. During 2015 and 2014, the Company granted stock options to certain employees, directors and consultants. The stock options were granted with an exercise price equal to the current market price of the Companys common stock, as reported by the securities exchange on which the common stock was then listed, at the grant date and have contractual terms ranging from three to 10 years. Vesting terms for options granted in 2015 and 2014 to employees, directors and consultants typically included one of the following vesting schedules: 25% of the shares subject to the option vest and become exercisable on the first anniversary of the grant date and the remaining 75% of the shares subject to the option vest and become exercisable quarterly in equal installments thereafter over three years; quarterly vesting over three years; or 100% vesting associated with the provision or completion of services provided under contracts with consultants. Certain option awards provide for accelerated vesting if there is a change in control (as defined in the Plan) and in the event of certain modifications to the option award agreement. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option pricing model. The expected volatility is based on the historical volatilities of the common stock of the Company and comparable publicly traded companies based on the Companys belief that it currently has limited relevant historical data regarding the volatility of its stock price on which to base a meaningful estimate of expected volatility. The expected term of options granted was determined in accordance with the simplified approach, as the Company has limited, relevant, historical data on employee exercises and post-vesting employment termination behavior. The expected risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The financial statement effect of forfeitures is estimated at the time of grant and revised, if necessary, if the actual effect differs from those estimates. For option grants to employees and directors, the Company assigns a forfeiture factor of 10%. These factors could change in the future, which would affect the determination of stock-based compensation expense in future periods. Utilizing these assumptions, the fair value is determined at the date of grant. On July 31, 2015, the Company granted to its Chief Executive Officer, Mark Baum, an option (the Baum Performance Option) to purchase 600,000 shares of the Companys common stock at an exercise price of $7.87 per share under the Plan subject to the satisfaction of certain market-based vesting criteria. The market-based vesting criteria are separated into five tranches and require that the Company achieve and maintain certain average stock price targets ranging from $9 per share to $15 per share during the five year period following the grant date. These market-based vesting conditions are as follows: Tranche Number of Shares Target Share Price Tranche 1 200,000 shares $9.00 or greater Tranche 2 100,000 shares $10.00 or greater Tranche 3 100,000 shares $12.00 or greater Tranche 4 100,000 shares $14.00 or greater Tranche 5 100,000 shares $15.00 or greater The Baum Performance Option terminates on the fifth anniversary of the grant date. The fair value of the Baum Performance Option was $2,784 using a Monte Carlo Simulation with a five-year life, 80% volatility and a risk free interest rate of 1.54 %. The table below illustrates the fair value per share determined using the Black-Scholes-Merton option pricing model with the following assumptions used for valuing options granted to employees and directors: 2015 2014 Weighted-average fair value of options granted $ 6.22 $ 5.22 Expected terms (in years) 5.81 - 6.11 5.81 - 6.91 Expected volatility 101 - 121% 96 - 102% Risk-free interest rate 1.39 - 1.68% 1.37 - 1.65% Dividend yield - - The table below illustrates the fair value per share determined using the Black-Scholes-Merton option pricing model with the following assumptions used for valuing options granted to consultants: 2015 2014 Weighted-average fair value of options granted $ 6.49 $ 6.15 Expected terms (in years) 10 2.5 - 10 Expected volatility 108 - 109% 78 - 97% Risk-free interest rate 1.06- 1.63% 0.10 - 1.68% Dividend yield - - The following table summarizes information about stock options outstanding and exercisable at December 31, 2015: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Number Contractual Exercise Number Exercise Range of Exercise Prices Outstanding Life in Years Price Exercisable Price $2.40 125,000 6.07 $ 2.40 125,000 $ 2.40 $3.68 - $4.50 207,123 4.06 $ 4.27 165,252 $ 4.31 $5.49 - $7.99 958,316 6.02 $ 7.55 159,222 $ 6.66 $8.06 - $8.99 248,557 6.32 $ 8.90 199,054 $ 8.93 $42.80 5,030 4.62 $ 42.80 5,030 $ 42.80 1,544,026 5.81 $ 7.03 653,558 $ 6.22 As of December 31, 2015, there was approximately $3,649 of total unrecognized compensation expense related to unvested stock options granted under the Plan. That expense is expected to be recognized over the weighted-average remaining vesting period of 3.8 years. The stock-based compensation for all stock options was $1,747 and $1,138 during the years ended December 31, 2015 and 2014, respectively. Restricted Stock Units RSU awards are granted subject to certain vesting requirements and other restrictions, including performance and market based vesting criteria. The grant-date fair value of the RSUs, which has been determined based upon the market value of the Companys common stock on the grant date, is expensed over the vesting period of the RSUs. Unvested portions of RSUs issued to consultants are remeasured on an interim basis until vesting criteria is met. Grants During the Year Ended December 31, 2014 During the year ended December 31, 2014, the Company granted an aggregate of 26,492 RSUs to its non-employee directors valued at $200. These RSUs vest in equal quarterly installments over a one year period subject to the directors continued service at the vesting date, but the issuance and delivery of these shares are deferred until the director resigns. Grants During the Year Ended December 31, 2015 During February 2015, the Company granted 30,000 RSUs to its Chief Financial Officer, Andrew R. Boll and 30,000 RSUs to its Chief Commercial Officer, John P. Saharek, valued at $442 in the aggregate. The RSUs were granted pursuant to the Plan and will vest on the third anniversary of the RSU grant date, subject to the applicable employees continued employment with the Company on such date and accelerated vesting of all unvested shares thereunder upon the occurrence of a change in control (as defined in the Plan). During February 2015, the Company granted 157,500 RSUs to Mr. Boll, which are subject to the satisfaction of certain market-based and continued service conditions (the Boll Performance Equity Award). The market-based vesting criteria are separated into five tranches and require that the Company achieve and maintain certain stock price targets ranging from $10 per share to $30 per share during the three-year period following the grant date. With certain limited exceptions, Mr. Boll must be employed with the Company on the third anniversary of the grant date in order for the Boll Performance Equity Award to vest. The market-based vesting conditions applicable to the Boll Performance Equity Award are as follows: Tranche Number of Shares Target Share Price Tranche 1 30,000 shares $10.00 or greater Tranche 2 30,000 shares $15.00 or greater Tranche 3 30,000 shares $20.00 or greater Tranche 4 30,000 shares $25.00 or greater Tranche 5 37,500 shares $30.00 or greater The initial fair value of the Boll Performance Equity Award was $228 using a Monte Carlo Simulation with a three-year life, 60% volatility and a risk free interest rate of 0.77%. During the year ended December 31, 2015, the Company granted an aggregate of 34,166 RSUs to its non-employee directors valued at $270. These RSUs vest in equal quarterly installments over a one year period subject to the directors continued service at the vesting date, but the issuance and delivery of these shares are deferred until the director resigns. A summary of the Companys RSU activity and related information for the year ended December 31, 2015 is as follows: Number of RSUs Weighted Average Grant Date Fair Value RSUs unvested - January 1, 2015 1,276,815 $ 3.20 RSUs granted 251,666 $ 3.74 RSUs vested (31,458 ) $ 7.40 RSUs cancelled/forfeit (9,062 ) $ 5.98 RSUs unvested at December 31, 2015 1,487,961 $ 3.18 As of December 31, 2015, the total unrecognized compensation expense related to unvested RSUs was approximately $1,153 which is expected to be recognized over a weighted-average period of 0.60 years, based on estimated vesting schedules. The stock-based compensation for RSUs was $1,671 and $1,332 during the years ended December 31, 2015 and 2014, respectively. Warrants From time to time, the Company issues warrants to purchase shares of the Companys common stock to investors, lenders (see Notes 10 and 16), underwriters and other non-employees for services rendered or to be rendered in the future. In April 2015, warrants to purchase 334,819 shares of the Companys common stock with an exercise price of $5.925 were cancelled following the expiration of their contractual term. A summary of warrant activity during the year ended December 31, 2015 is as follows: Number of Shares Subject to Warrants Outstanding Weighted Avg. Exercise Price Warrants outstanding - January 1, 2015 690,944 $ 6.05 Granted 125,000 $ 7.85 Exercised (240,437 ) $ 5.45 Expired (334,819 ) $ 5.93 Warrants outstanding and exercisable - December 31, 2015 240,688 $ 7.41 Weighted average remaining contractual life of the outstanding warrants in years - December 31, 2015 5.99 The fair value of each warrant is estimated on the date of grant using the Black-Scholes-Merton option pricing model. The intrinsic value of warrants exercised during the year ended December 31, 2015 was approximately $528. All warrants outstanding as of December 31, 2015 are included in the following table: Warrants Outstanding Warrants Exercisable Warrants Exercise Warrants Expiration Warrant Series Issue Date Outstanding Price Exercisable Date Lender warrants (see Notes 10 and 16) 5/11/2015 125,000 $ 7.85 125,000 5/11/2025 Underwriter warrants 2/7/2013 55,688 $ 5.25 55,688 2/7/2018 Warrants issued to investor relations consultant 7/19/2013 60,000 $ 8.50 60,000 7/19/2018 240,688 $ 7.41 240,688 The stock-based compensation for warrants issued was $0 and $27 during the years ended December 31, 2015 and 2014, respectively. The Company recorded stock-based compensation (including issuance of common stock for services and accrual for stock-based compensation) related to equity instruments granted to employees, directors and consultants as follows: For the For the Year Ended Year Ended December 31, 2015 December 31, 2014 Employees - selling and marketing $ 370 $ 79 Employees - general and administrative 2,720 2,095 Directors - general and administrative 268 146 Consultants - selling and marketing 83 89 Consultants - general and administrative - 147 Consultants - research and development - 9 Total $ 3,441 $ 2,565 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 12. INCOME TAXES The Company is subject to taxation in the United States, California, New Jersey, Texas and Pennsylvania. The provision for income taxes for the years ended December 31, 2015 and 2014 are summarized below: December 31, 2015 December 31, 2014 Current: Federal $ - $ - State 5 3 Total current $ 5 $ 3 Deferred: Federal $ 3,141 $ 3,023 State 988 871 Change in valuation allowance (4,129 ) (3,894 ) Total deferred - - Income tax provision $ 5 $ 3 Income taxes for the years ended December 31, 2015 and 2014, are recorded in the general and administrative expenses line item in the accompanying consolidated statements of operations. A reconciliation of income taxes computed by applying the statutory U.S. income tax rate to the Companys loss before income taxes to the income tax provision is as follows: December 31, 2015 December 31, 2014 U.S. federal statutory tax rate 35.00 % 35.00 % Benefit of lower tax brackets (1.00 )% (1.00 )% State tax benefit, net (0.03 )% (0.03 )% Research and development credits 0.00 % 0.00 % Employee stock based compensation (0.67 )% (1.03 )% Loss on debt conversion 0.00 % 0.00 % Other (0.71 )% (0.21 )% Valuation allowance (32.62 )% (32.76 )% Effective income tax rate (0.03 )% (0.03 )% Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Companys deferred tax assets are as follows: December 31, 2015 December 31, 2014 Deferred tax assets (liabilities): NOLs $ 15,099 $ 10,923 Depreciation and amortization 121 (7 ) Other 346 65 Research & development credits 556 556 Deferred stock compensation 3,237 2,646 Park stock purchase identifiable intangibles (1,047 ) - Unrealized gain or loss on investments - - Total net deferred tax assets 18,312 14,183 Valuation allowance (19,359 ) (14,183 ) Net deferred tax liabilities $ (1,047 ) $ - Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by approximately $4,900 and $3,900 in 2015 and 2014, respectively. As of December 31, 2015, the Company had net operating loss carryforwards for federal income tax purposes of approximately $38,289 which expire beginning in the year 2027 and federal research and development tax credits of approximately $354 which expire beginning in the year 2026. As of December 31, 2015, the Company had net operating loss carryforwards for state income tax purposes of approximately $35,114 which expire beginning in the year 2017 and state research and development tax credits of approximately $305 which do not expire. The deferred tax asset at December 31, 2015 does not include approximately $1,030 and $1,030 of excess tax benefits from employee stock option exercises and RSU vests that are a component of the federal and California net operating loss carryover, respectively. The Companys stockholders equity balance will be increased if and when such excess tax benefits are ultimately realized. Utilization of the net operating losses may be subject to substantial annual limitation due to federal and state ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating losses ad credits before their utilization. The Company did not have any unrecognized tax benefits as of December 31, 2015 and 2014, all of which is offset by a full valuation allowance. These unrecognized tax benefits, if recognized, would not affect the effective tax rate. |
Employee Savings Plan
Employee Savings Plan | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Savings Plan | NOTE 13. EMPLOYEE SAVINGS PLAN The Company has established an employee savings plan pursuant to Section 401(k) of the Internal Revenue Code, effective January 1, 2014. The plan allows participating employees to deposit into tax deferred investment accounts up to 100% of their salary, subject to annual limits. The Company makes certain matching contributions to the plan in amounts up to 4% of the participants annual cash compensation, subject to annual limits. The Company contributed approximately $146 and $56 to the plan during the years ended December 31, 2015 and 2014, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 14. COMMITMENTS AND CONTINGENCIES Capital Leases The Company leases equipment under capital leases with an interest rate of 4.25% per annum. At December 31, 2015, future payments under the Companys capital leases were as follows: Year ending December 31, 2015 2016 22 2017 1 Total minimum lease payments 23 Less amount representing interest (1 ) Present value of future minimum lease payments 22 Less current portion (21 ) Capital lease obligation, net of current portion $ 1 The value of the equipment under capital leases as of December 31, 2015 and 2014 was $60 and $53, respectively, with related accumulated depreciation of $28 and $9, respectively. Operating Leases In June 2014, the Company entered into a lease agreement for 7,565 square feet of office space that commenced on September 1, 2014 and continues until October 31, 2018. Monthly rent began on September 1, 2014 in the amount of $20,426, with a 3% increase in the base rent amount on an annual basis. The lease agreement allows for the monthly rent amount to be abated for two months at various times during the lease agreement. In January 2015, the Company entered into a commercial lease agreement, for the lease to Park of approximately 4,500 square feet of laboratory and office space. The monthly rent amount is $10 and includes annual increases of approximately 3%. The current lease term expires on December 31, 2020. In February 2015, the Company entered into a lease agreement for approximately 8,602 square feet of laboratory, warehouse and office space in Roxbury, New Jersey. The current lease term expires on July 31, 2022. The monthly rent amount is $10 and includes annual increases of approximately 3.75%, and the lease allows for the first five months of rent amounts to be abated. This facility is currently undergoing construction to serve as an outsourcing facility and pharmacy. In August 2015, the Company entered into a lease agreement for approximately 1,100 square feet of laboratory, warehouse and office space in Allen, Texas. The lease term expired on April 30, 2016, and subsequent to December 31, 2015 the lease was extended through October 31, 2019. The monthly rent amount is $3 and includes annual increases of approximately 2%. Rent expense for the years ended December 31, 2015 and 2014 was $641 and $306, respectively. The following represents future annual minimum lease payments, net of expected sublease income, as of December 31, 2015: 2016 $ 570 2017 495 2018 496 2019 257 2020 266 Thereafter 213 Total $ 2,297 Legal Urigen Litigation The Company, as the plaintiff, filed civil action with the San Diego Superior Court against Urigen Pharmaceuticals, Inc. (Urigen), wherein the Company outlined serious concerns regarding material failures and inaccuracies of the representation and warranties provided by Urigen in the Urigen License Agreement (defined below), which have affected the Companys ability to realize the expected benefit of the Urigen License Agreement. Urigen, as the defendant, has yet to file any responsive pleading to the case and the case is at a preliminary stage. Management believes the outcome of this claim may have a material effect on the Companys consolidated financial position and results of operations, although such amount cannot be reasonably estimated at this time. General and Other In the ordinary course of business, the Company may face various claims brought by third parties and the Company may, from time to time, make claims or take legal actions to assert the Companys rights, including intellectual property disputes, contractual disputes and other commercial disputes. Any of these claims could subject the Company to litigation. Management believes the outcomes of currently pending claims are not likely to have a material effect on the Companys consolidated financial position and results of operations. Indemnities In addition to the indemnification provisions contained in the Companys charter documents, the Company generally enters into separate indemnification agreements with each of the Companys directors and officers. These agreements require the Company, among other things, to indemnify the director or officer against specified expenses and liabilities, such as attorneys fees, judgments, fines and settlements, paid by the individual in connection with any action, suit or proceeding arising out of the individuals status or service as the Companys director or officer, other than liabilities arising from willful misconduct or conduct that is knowingly fraudulent or deliberately dishonest, and to advance expenses incurred by the individual in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by the Company. The Company also indemnifies its lessors in connection with its facility leases for certain claims arising from the use of the facilities. These indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities in the accompanying consolidated balance sheets. Urigen License On October 24, 2014 (the Urigen Effective Date), the Company entered into a license agreement (the Urigen License) with Urigen, pursuant to which Urigen granted to the Company a license under certain U.S. patents and patent applications to develop and sell in the U.S. Urigens URG101 product (HLA), a heparin and alkalinized lidocaine compounded formulation, for the prevention or treatment of disorders of the lower urinary tract. As consideration for the license granted under the Urigen License, the Company agreed to pay Urigen annual tiered royalties based on sales of HLA, subject to certain minimum annual royalty payments. The annual tiered royalties consist of the greater of (i) $0.50 per dose (dollar amount not presented in thousands), and (ii) 15%-20% of the Companys net sales of HLA, with the royalty amount within such range depending on the Companys aggregate sales of HLA during the period to which the royalty payment applies. The minimum annual royalty payment consists of (a) for the 2015 calendar year, the greater of (i) 110% of the aggregate royalties paid to Urigen under the Existing Sublicenses during the preceding 12 months, on a prorated basis, and (ii) $800, less the aggregate royalties paid to Urigen under the Existing Sublicenses during the 2015 calendar year, and (b) for each calendar year thereafter, 110% of the aggregate amount owed by the Company to Urigen under the Urigen License during the prior calendar year. The Company is obligated to pay such royalties beginning with its first commercial sale of HLA and continuing until the expiration of the patents subject to the license granted under the Urigen License. The Company has also agreed to use commercially reasonable efforts to develop and commercialize HLA according to the terms of a diligence plan agreed to by the parties, which efforts will include, without limitation, the Companys investment of $2,000 in commercialization efforts of HLA, which investment and timeline can be adjusted dependent on market circumstances, and is expected to be incurred over 18-24 months following the Urigen Effective Date. The Company has accrued an amount based on the terms of the agreement related to the minimum annual royalty. The Urigen License was non-exclusive until April 24, 2015, when the Company exercised its option to convert the non-exclusive license to an exclusive license for the remaining term of the Urigen License. Legacy sublicensees, who previously had non-exclusive licensed rights to compound and sell HLA (the Existing Sub-licensees), were provided written notice of the Companys intent to terminate those non-exclusive license agreements, on or about April 24, 2015. Over the following 60 to 90 days (the Transition Period) the Company entered into agreements with the Existing Sub-licensees to transfer existing refill prescriptions to the Companys wholly owned pharmacies. These agreements required various one-time payments and limited future payments related to transferred prescriptions. Urigen agreed that any revenue received from the Existing Sub-licensees from HLA sales that are consistent with their respective agreements with Urigen, will be retained by the Company (without any related royalty obligation to Urigen). Beginning on April 24, 2015, the Company was due royalty payments on any HLA prescriptions filled by Existing Sub-licensees during the Transition Period and any additional period the sublicenses filled prescriptions for HLA. During the year ended December 31, 2015, the Company recognized $51 in royalty revenues related to HLA prescriptions filled by the Existing Sub-licensees. Subject to certain conditions and each partys right to terminate the Urigen License earlier under certain circumstances, the Urigen License will continue in effect until the expiration of the Companys royalty obligations under the Urigen License. The Urigen License terminates upon the first commercial sale of HLA by Urigen, its affiliates, or a third party after the U.S. Food and Drug Administration (the FDA) grants Urigen approval to market HLA in the U.S., if market approval is granted. The Company shall have the option, at its discretion, to become a non-exclusive distributor of HLA following the FDA grants Urigen such market approval. PCCA Commission Agreement On December 21, 2015, the Company entered into a Commission Agreement (the PCCA Commission Agreement) with Professional Compounding Centers of America, Inc. (PCCA). The PCCA Commission Agreement replaces a Strategic Alliance Agreement (the PCCA Strategic Alliance Agreement) entered into on February 18, 2013 and a License Agreement (the PCCA License Agreement) entered into on August 30, 2012, in each case between the Company and PCCA. Upon the execution of the PCCA Commission Agreement, the Company and PCCA mutually agreed to terminate the PCCA Strategic Alliance Agreement and PCCA License Agreement. No amounts were due or paid under either the PCCA Strategic Alliance Agreement or PCCA License Agreement. PCCA has previously introduced to the Company certain PCCA members, which led to the Companys acquisition of certain intellectual property (the PCCA Member IP) from such PCCA members. Under the terms of the PCCA Strategic Alliance Agreement, PCCA had the right to receive certain commissions based on the Companys net sales, if any, of any products utilizing the PCCA Member IP. The primary purpose of the PCCA Commission Agreement is to specifically identify the PCCA Member IP subject to this arrangement and to revise the terms and the amount of the commission payments. As a result, pursuant to the terms of the PCCA Commission Agreement, PCCA continues to hold its right to receive commissions based on the Companys net sales, if any, of any products utilizing the PCCA Member IP. No commission amounts were paid or accrued under this agreement for the year ended December 31, 2015. Asset Purchase Agreements The Company has acquired intellectual property rights related to certain proprietary innovations from certain inventors (the Inventors) through multiple asset purchase agreements. The asset purchase agreements provide that the Inventors will cooperate with the Company in obtaining patent protection for the acquired intellectual property and that the Company will use commercially reasonable efforts to research, develop and commercialize a product based on the acquired intellectual property. In addition, the Company has acquired a right of first refusal on additional intellectual property and drug development opportunities presented by these Inventors. In consideration for the acquisition of the intellectual property rights, the Company is obligated to make payments to the Inventors based on the completion of certain milestones, generally consisting of: (1) a payment payable within 30 days after the issuance of the first patent in the United States arising from the acquired intellectual property (if any); (2) a payment payable within 30 days after the Company files the first investigational new drug application (IND) with the FDA for the first product arising from the acquired intellectual property (if any); (3) for certain of the Inventors, a payment payable within 30 days after the Company files the first new drug application with the FDA for the first product arising from the acquired intellectual property (if any); and (4) certain royalty payments based on the net receipts received by the Company in connection with the sale or licensing of any product based on the acquired intellectual property (if any), after deducting (among other things) the Companys development costs associated with such product. If, following five years after the date of the applicable asset purchase agreement, the Company either (a) for certain of the Inventors, has not filed an IND or, for the remaining Inventors, has not initiated a study where data is derived, or (b) has failed to generate royalty payments to the Inventors for any product based on the acquired intellectual property, the Inventors may terminate the applicable asset purchase agreement and request that the Company re-assign the acquired technology to the Inventors. No royalty amounts were paid or accrued under these agreements during the years ended December 31, 2015 and 2014. |
Segment Information and Concent
Segment Information and Concentrations | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Information and Concentrations | NOTE 15. SEGMENT INFORMATION AND CONCENTRATIONS The Company operates the business on the basis of a single reportable segment, which is the business of developing proprietary drug therapies and providing such therapies through sterile and non-sterile pharmaceutical compounding services. The Companys chief operating decision-maker is the Chief Executive Officer, who evaluates the Company as a single operating segment. The Company categorizes revenues by geographic area based on selling location. All operations are currently located in the United States; therefore, total revenues for 2015 and 2014 are attributed to the United States. All long-lived assets at December 31, 2015 and 2014 are located in the United States. The Company sells its compounded formulations to a large number of customers. No single customer contributed 10% or more of the Companys total pharmacy sales in the years ended December 31, 2015 and 2014. The Company receives its active pharmaceutical ingredients from three main suppliers. These suppliers collectively accounted for 43% and 84% of drug and chemical purchases during the years ended December 31, 2015 and 2014, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 16. SUBSEQUENT EVENTS The Company has performed an evaluation of events occurring subsequent to December 31, 2015 through the filing date of this Annual Report on Form 10-K (the Annual Report). Based on its evaluation, nothing other than the events described below needs to be disclosed. LSAF Note On January 22, 2016, the Company entered into a note purchase agreement (the NPA) with, and issued an 8.00% Convertible Senior Secured Note in the principal amount of $3,000 (the LSAF Note) to, LSAF. Pursuant to the terms of the NPA, on the date thereof, the Company issued the LSAF Note to LSAF and, as consideration therefor, LSAF paid the Company in cash the full principal amount of the LSAF Note. Pursuant to the terms of the LSAF Note, the Company is obligated to pay interest on the principal amount of the LSAF Note monthly in cash at a fixed per-annum rate of 8.00%, and the Company is obligated to repay the full principal amount of the LSAF Note in cash on May 11, 2021. The Company is permitted to redeem the LSAF Note prior to its maturity at any time on or after March 1, 2018 for cash purchase prices equal to 109% - 105% of the outstanding principal amount of the LSAF Note, depending on the date of redemption. The LSAF Note is convertible by the holder at any time into 169.4915 shares of the Companys common stock, per $1 outstanding principal amount of the LSAF Note, subject to anti-dilution adjustment upon the Companys first equity financing while the LSAF Note is outstanding in which it receives gross proceeds of at least $3,000, if such equity financing is completed at a per share price that is less than the conversion rate of the LSAF Note, and also subject to adjustment upon stock combinations or splits, certain recapitalizations, stock or cash dividends or other distributions of property or equity rights. Additionally, in the event of certain change of control events affecting the Company, the Company may be required, at the option of LSAF, to repurchase the LSAF Note in cash for the greater of 105% of the outstanding principal amount of the LSAF Note or the value of the shares of common stock issuable upon conversion of the LSAF Note. In connection and concurrently with the execution of the NPA and the issuance of the LSAF Note, the Company and LSAF also entered into an amendment (the Loan Agreement Amendment) to the Loan Agreement (See Note 10). The Loan Agreement Amendment modifies the terms of the Loan Agreement in order to eliminate the potential borrowing of a second term loan thereunder and to permit the Company to issue the LSAF Note. Additionally, the Company and LSAF entered into an amendment (the Warrant Amendment) to the Warrant that was issued to LSAF in connection with the Loan Agreement. The Warrant Amendment modifies the terms of the Warrant in order to reduce the exercise price thereof to $5.90, which is consistent with the initial conversion rate of the LSAF Note, and to add an anti-dilution adjustment provision that is consistent with the same such provision in the LSAF Note. On March 16, 2016, upon the closing of the Offering (as defined and described below), and pursuant to the anti-dilution adjustment provisions of the LSAF Note and the Warrant, the conversion rate of the LSAF Note was adjusted so that the note is convertible by the holder at any time into 277.77 shares of the Companys common stock, per $1 outstanding principal amount of the LSAF Note, and the exercise price of the Warrant was adjusted to $3.60 per share. Option Exercises In February 2016, the Company issued 15,000 shares of common stock as a result of option exercises. The Company received $55 in cash proceeds for the issuance of the shares of common stock upon the exercise on a cash basis of stock options to purchase 15,000 shares of common stock with an exercise price of $3.68 per share. Offering of Common Stock On March 11, 2016, the Company entered into an Underwriting Agreement (the Underwriting Agreement) with National Securities Corporation (the Representative), as the representative of the several underwriters named therein (collectively, the Underwriters), pursuant to which the Company agreed to sell to the Underwriters, and the Underwriters agreed, severally and not jointly, to purchase from the Company, in a firm-commitment public offering (the Offering), 2,900,000 shares of the Companys common stock and up to an additional 435,000 shares of the Companys common stock within 45 days from the date of the Underwriting Agreement to cover over-allotments, if any. Pursuant to the terms of the Underwriting Agreement, the Underwriters purchased the shares of common stock from the Company at a price of $3.348 per share, and the Underwriters sold the shares of Common Stock to the public at a public offering price of $3.60 per share. The Offering, including the Underwriters exercise of the over-allotment option, closed on March 16, 2016. Upon the closing of the Offering, the Company received net proceeds of approximately $11,100, after deducting the underwriting discount and the estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. Sales Agreement On March 16, 2016, in connection with the Offering, the Company reduced the amount available for sale pursuant to the Sales Agreement with Cantor Fitzgerald to shares of its common stock having an aggregate offering price of $2,625, leaving an aggregate of $2,100 available for future sales of shares thereunder as of March 23, 2016. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Imprimis has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include, among others, those related to allowance for doubtful accounts and contractual adjustments, realizability of inventories, valuation of deferred taxes, goodwill and intangible assets, recoverability of long-lived assets and goodwill, valuation of contingent acquisition obligations and deferred acquisition obligations, valuation of note payable and valuation of stock-based compensation issued to employees and non-employees. Actual results could differ from these estimates. |
Liquidity | Liquidity The Company has incurred significant operating losses and negative cash flows from operations since its inception. The Company incurred net losses of $15,899 and $10,118 for the years ended December 31, 2015 and 2014, respectively, and had an accumulated deficit of $57,764 and $41,865 as of December 31, 2015 and 2014, respectively. In addition, the Company used cash in operating activities of $11,143 and $7,057 for the years ended December 31, 2015 and 2014, respectively. While there is no assurance, the Company believes its existing cash resources and restricted investments of approximately $2,835 at December 31, 2015 and net cash proceeds from the sale of the Companys common stock of $11,100 and issuance of a convertible note of $3,000 subsequent to December 2015 (see Note 16), will be sufficient to sustain the Companys planned level of operations for at least the next twelve months. However, estimates of operating expenses and working capital requirements could be incorrect, and the Company could use its cash resources faster than anticipated. Further, some or all of the ongoing or planned activities may not be successful and could result in further losses. The Company may seek to increase liquidity and capital resources by one or more measures, to the extent necessary. These measures may include, but are not limited to, the following: obtaining financing through the issuance of equity, debt, or convertible securities; and working to increase revenue growth through pharmacy sales. There is no guarantee that the Company will be able to obtain capital when needed on terms it deems as acceptable, or at all. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue The Company recognizes revenues when all of the following criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. The Company began generating revenues upon the acquisition of PC in the second quarter of 2014, which include sales of certain of the Companys proprietary compounded drug formulations and non-proprietary formulations and products. Product Revenues Determination of criteria (3) and (4) is based on managements judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Estimated returns and allowances and other adjustments are provided for in the same period during which the related sales are recorded. The Company will defer any revenues received for a product that has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered and no refund will be required. License Revenues License arrangements may consist of non-refundable upfront license fees, data transfer fees, research reimbursement payments, exclusive license rights to patented or patent pending compounds, technology access fees, and various performance or sales milestones. These arrangements can be multiple element arrangements. Non-refundable fees that are not contingent on any future performance by the Company and require no consequential continuing involvement on the part of the Company, are recognized as revenue when the license term commences and the licensed data, technology, compounded drug preparation and/or other deliverable is delivered. Such deliverables may include physical quantities of compounded drug preparations, design of the compounded drug preparations and structure-activity relationships, the conceptual framework and mechanism of action, and rights to the patents or patent applications for such compounded drug preparations. The Company defers recognition of non-refundable fees if it has continuing performance obligations without which the technology, right, product or service conveyed in conjunction with the non-refundable fee has no utility to the licensee and that are separate and independent of the Companys performance under the other elements of the arrangement. In addition, if the Companys continued involvement is required, through research and development services that are related to its proprietary know-how and expertise of the delivered technology or can only be performed by the Company, then such non-refundable fees are deferred and recognized over the period of continuing involvement. Guaranteed minimum annual royalties are recognized on a straight-line basis over the applicable term. |
Cost of Sales | Cost of Sales Cost of sales includes direct and indirect costs to manufacture formulations and other products sold, including active pharmaceutical ingredients, personnel costs, packaging, storage, royalties (see Note 14), shipping and handling costs and the write-off of obsolete inventory. |
Research and Development | Research and Development The Company expenses all costs related to research and development as they are incurred. Research and development expenses consist of expenses incurred in performing research and development activities, including salaries and benefits, other overhead expenses, and costs related to clinical trials, contract services and outsourced contracts. |
Intellectual Property | Intellectual Property The costs of acquiring intellectual property rights to be used in the research and development process, including licensing fees and milestone payments, are charged to research and development expense as incurred in situations where the Company has not identified an alternative future use for the acquired rights, and are capitalized in situations where we have identified an alternative future use for the acquired rights. Patents and trademarks are recorded at cost and capitalized at a time when the future economic benefits of such patents and trademarks become more certain (see Goodwill and Intangible Assets). The Company began capitalizing certain costs associated with acquiring intellectual property rights during 2015, if costs are not capitalized they are expensed as incurred. |
Income Taxes | Income Taxes As part of the process of preparing the Companys consolidated financial statements, the Company must estimate the actual current tax liabilities and assess temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the consolidated balance sheet. The Company must assess the likelihood that the deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not likely, a valuation allowance must be established. To the extent the Company establishes a valuation allowance or increase or decrease this allowance in a period, the impact will be included in income tax expense in the consolidated statement of operations. The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (the FASB) Accounting Standards Codification (ASC) 740, Income Taxes, or ASC 740. As of December 31, 2015, there were no unrecognized tax benefits included in the consolidated balance sheet that would, if recognized, affect the effective tax rate. The Companys practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties in its consolidated balance sheets at December 31, 2015 and 2014, and has not recognized interest and/or penalties in the consolidated statements of operations for the years ended December 31, 2015 and 2014. The Company is subject to taxation in the United States, California, New Jersey, Texas and Pennsylvania. The Companys tax years since 2000 are subject to examination by the federal and state tax authorities due to the carryforward of unutilized net operating losses. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company places its cash with financial institutions deemed by management to be of high credit quality. The Federal Deposit Insurance Corporation (FDIC) provides basic deposit coverage with limits up to $250,000 per owner. At December 31, 2015, the Company had approximately $2.1 million in cash deposits in excess of FDIC limits. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated net of allowances for doubtful accounts and contractual adjustments. The accounts receivable balance primarily includes amounts due from customers the Company has invoiced or from third-party providers (e.g., insurance companies and governmental agencies), but for which payment has not been received. Charges to bad debt are based on both historical write-offs and specifically identified receivables. Contractual adjustments are determined by the amount expected to be collected from third-party providers. Accounts receivable are presented net of allowances for doubtful accounts and contractual adjustments in the amount of $180 and $4 as of December 31, 2015 and 2014, respectively. |
Inventories | Inventories Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out basis. The Company evaluates the carrying value of inventories on a regular basis, based on the price expected to be obtained for products in their respective markets compared with historical cost. Write-downs of inventories are considered to be permanent reductions in the cost basis of inventories. The Company also regularly evaluates its inventories for excess quantities and obsolescence (expiration), taking into account such factors as historical and anticipated future sales or use in production compared to quantities on hand and the remaining shelf life of products and active pharmaceutical ingredients on hand. The Company establishes reserves for excess and obsolete inventories as required based on its analyses. |
Furniture and Equipment | Furniture and Equipment Furniture and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful life of the asset. Leasehold improvements and capital lease equipment are amortized over the estimated useful life or remaining lease term, whichever is shorter. Computer software and hardware and furniture and equipment are depreciated over three to five years. |
Business Combinations | Business Combinations The Company accounts for business combinations by recognizing the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair values on the acquisition date. The purchase price allocation process requires management to make significant estimates and assumptions, especially with respect to intangible assets, estimated contingent consideration payments and pre-acquisition contingencies. Examples of critical estimates in valuing certain of the intangible assets the Company has acquired or may acquire in the future include but are not limited to: ● future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and ● discount rates utilized in valuation estimates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated financial position, statements of operations or cash flows in the period of the change in the estimate. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Patents and trademarks are recorded at cost and capitalized at a time when the future economic benefits of such patents and trademarks become more certain. At that time, the Company capitalizes third party legal costs and filing fees associated with obtaining and prosecuting claims related to its patents and trademarks. Once the patents have been issued, the Company amortizes these costs over the shorter of the legal life of the patent or its estimated economic life, generally 20 years, using the straight-line method. Trademarks are an indefinite life intangible asset and are assessed for impairment based on future projected cash flows as further described below. The Company reviews its goodwill and indefinite-lived intangible assets for impairment as of January 1 of each year and when an event or a change in circumstances indicates the fair value of a reporting unit may be below its carrying amount. Events or changes in circumstances considered as impairment indicators include but are not limited to the following: ● significant underperformance of the Companys business relative to expected operating results; ● significant adverse economic and industry trends; ● significant decline in the Companys market capitalization for an extended period of time relative to net book value; and ● expectations that a reporting unit will be sold or otherwise disposed. The goodwill impairment test consists of a two-step process as follows: Step 1. The Company compares the fair value of each reporting unit to its carrying amount, including the existing goodwill. The fair value of each reporting unit is determined using a discounted cash flow valuation analysis. The carrying amount of each reporting unit is determined by specifically identifying and allocating the assets and liabilities to each reporting unit based on headcount, relative revenues or other methods as deemed appropriate by management. If the carrying amount of a reporting unit exceeds its fair value, an indication exists that the reporting units goodwill may be impaired and the Company then performs the second step of the impairment test. If the fair value of a reporting unit exceeds its carrying amount, no further analysis is required. Step 2. If further analysis is required, the Company compares the implied fair value of the reporting units goodwill, determined by allocating the reporting units fair value to all of its assets and its liabilities in a manner similar to a purchase price allocation, to its carrying amount. If the carrying amount of the reporting units goodwill exceeds its fair value, an impairment loss will be recognized in an amount equal to the excess. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, such as furniture and equipment, purchased intangibles subject to amortization and patents and trademarks, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet, if material. During the years ended December 31, 2015 and 2014, the Company did not recognize any impairment of its long-lived assets. |
Third Party Billing and Collection Agreements | Third Party Billing and Collection Agreements In connection with its acquisition of Park, the Company entered into a billing and collection agreement with a third party to assist in the billing and collection of workers compensation claims. Under the terms of the agreement, the Company is obligated to pay a fixed fee to the third party equal to 55% of the amounts billed and collected under the workers compensation claims. The Company accrues for such fees in accounts payable and accrued expenses in the accompanying consolidated balance sheet. Total billing and collection management expense under this agreement for the year ended December 31, 2015 was $142, and is included in selling and marketing expenses in the accompanying consolidated statement of operations. The amount due under the agreement as of December 31, 2015 was $81. |
Deferred Rent | Deferred Rent The Company accounts for rent expense related to its operating leases by determining total minimum rent payments on the leases over their respective periods and recognizing the rent expense on a straight-line basis. The difference between the actual amount paid and the amount recorded as rent expense in each fiscal year and interim periods within each fiscal year is recorded as an adjustment to deferred rent and is included in accounts payable and accrued expenses. |
Debt Issuance Costs and Debt Discount | Debt Issuance Costs and Debt Discount Debt issuance costs and the debt discount are recorded net of note payable in the consolidated balance sheet. Amortization expense of debt issuance costs and the debt discount is calculated using the effective interest method over the term of the debt and is recorded in interest expense in the accompanying consolidated statement of operations. |
Fair Value Measurements | Fair Value Measurements Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The established fair value hierarchy prioritizes the use of inputs used in valuation methodologies into the following three levels: ● Level 1: Applies to assets or liabilities for which there are quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available. ● Level 2: Applies to assets or liabilities for which there are significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. ● Level 3: Applies to assets or liabilities for which there are significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, Level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method. At December 31, 2015 and 2014, the Company did not have any financial assets or liabilities that are measured on a recurring basis. The Companys financial instruments includes cash and cash equivalents, restricted short-term investments, accounts receivable, accounts payable and accrued expenses, accrued payroll and related liabilities, deferred revenue and customer deposits, contingent acquisition obligations, deferred acquisition obligations, note payable and capital leases. The carrying amount of these financial instruments, except for deferred acquisition obligations, note payable, and the capital leases, approximates fair value due to the short-term maturities of these instruments. The Companys restricted short-term investments are carried at amortized cost, which approximates fair value. Based on borrowing rates currently available to the Company, the carrying values of the deferred acquisition obligations, note payable, and capital leases approximate their respective fair values. |
Stock-Based Compensation | Stock-Based Compensation All stock-based payments to employees, directors and consultants, including grants of stock options, warrants, restricted stock units (RSUs) and restricted stock, are recognized in the consolidated financial statements based upon their estimated fair values. The Company uses the Black-Scholes-Merton option pricing model and Monte Carlo Simulation to estimate the fair value of stock-based awards. The estimated fair value is determined at the date of grant. The financial statement effect of forfeitures is estimated at the time of grant and revised, if necessary, if the actual effect differs from those estimates. The Companys accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows FASB guidance. As such, the value of the applicable stock-based compensation is periodically remeasured and income or expense is recognized during the vesting terms of the equity instruments. The measurement date for the estimated fair value of the equity instruments issued is the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendors performance is complete. In the case of equity instruments issued to consultants, the estimated fair value of the equity instrument is primarily recognized over the term of the consulting agreement. According to FASB guidance, an asset acquired in exchange for the issuance of fully vested, nonforfeitable equity instruments should not be presented or classified as an offset to equity on the grantors balance sheet once the equity instrument is granted for accounting purposes. Accordingly, the Company records the estimated fair value of nonforfeitable equity instruments issued for future consulting services as prepaid stock-based consulting expenses in its consolidated balance sheets. |
Basic and Diluted Net Loss per Common Share | Basic and Diluted Net Loss per Common Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders for the period by the weighted average number of common and common equivalent shares, such as stock options and warrants, outstanding during the period. Basic and diluted net loss per share is computed using the weighted average number of shares of common stock outstanding during the period. Common stock equivalents (using the treasury stock or if converted method) from deferred acquisition obligations, stock options, unvested RSUs and warrants were 3,313,169 and 3,024,217 at December 31, 2015 and 2014, respectively, and are excluded from the calculation of diluted net loss per share for all periods presented because the effect is anti-dilutive. Included in the basic and diluted net loss per share calculation were RSUs awarded to directors that had vested, but the issuance and delivery of the shares are deferred until the director resigns. The number of shares underlying these vested RSUs at December 31, 2015 and 2014 was 55,824 and 27,218, respectively, The following table shows the computation of basic and diluted net loss per share of common stock for the years ended December 31, 2015 and 2014: For the For the Year Ended Year Ended December 31, 2015 December 31, 2014 Numerator net loss $ (15,899 ) $ (10,118 ) Denominator weighted average number of shares outstanding, basic and diluted 9,576,142 9,132,989 Net loss per share, basic and diluted $ (1.66 ) $ (1.11 ) |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In April 2015, the FASB issued Accounting Standard Update (ASU) 2015-03 Simplifying the Presentation of Debt Issuance Costs In November 2015, the FASB issued ASU 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Leases In January 2016, the FASB issued ASU 2016-01, Financial Instruments: Recognition and Measurement of Financial Assets and Financial Liabilities In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory, In August 2014, the FASB issued new accounting guidance which defines managements responsibility to assess an entitys ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. This guidance will be effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Earnings Per Common Share | The following table shows the computation of basic and diluted net loss per share of common stock for the years ended December 31, 2015 and 2014: For the For the Year Ended Year Ended December 31, 2015 December 31, 2014 Numerator net loss $ (15,899 ) $ (10,118 ) Denominator weighted average number of shares outstanding, basic and diluted 9,576,142 9,132,989 Net loss per share, basic and diluted $ (1.66 ) $ (1.11 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Acquisition of Pharmacy Creations [Member] | |
Schedule of Acquisition Date Fair Value of Consideration | The total acquisition date fair value of the consideration transferred and to be transferred is estimated at approximately $1,114, as follows: Cash payment to the PC Sellers at closing $ 600 Contingent common stock issuance to the PC Sellers 483 Contingent cash consideration to the PC Sellers 31 Total acquisition date fair value $ 1,114 |
Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. Cash and cash equivalents $ 5 Accounts receivable 58 Prepaid expenses and other assets 30 Inventory 213 Property and equipment 45 Intangible assets 659 Total identifiable assets acquired 1,010 Accounts payable and accrued liabilities 120 Other liabilities 107 Total liabilities assumed 227 Total identifiable assets less liabilities assumed 783 Goodwill 331 Net assets acquired $ 1,114 |
Schedule of Result of Operation from Acquisition | The amount of revenues and operating loss of PC included in the Companys consolidated statement of operations from the acquisition date through the period ended December 31, 2014 are as follows: Total revenues $ 1,652 Operating loss $ (663 ) |
Schedule of Intangible Assets Acquisition | The following table sets forth the components of identified intangible assets associated with the PC Acquisition and their estimated useful lives. Fair Value Useful Life Customer relationships $ 596 10 - 15 years Trade name 5 5 years Non-competition covenant 50 4 years State pharmacy licenses 8 25 years $ 659 |
Acquisition of Park [Member] | |
Schedule of Acquisition Date Fair Value of Consideration | The total acquisition date fair value of consideration transferred and to be transferred is estimated as follows: Cash payment to Sellers at closing $ 3,100 Restricted common stock issuance to Sellers at closing 425 Deferred tax liability 1,047 Deferred consideration to Sellers 591 Total acquisition date fair value $ 5,163 |
Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. Cash and cash equivalents $ 95 Accounts receivable 399 Inventories 232 Furniture and equipment 252 Intangible assets 2,629 Total identifiable assets acquired 3,607 Accounts payable and accrued expenses 304 Other liabilities 35 Total liabilities assumed 339 Total identifiable assets less liabilities assumed 3,268 Goodwill 1,895 Net assets acquired $ 5,163 |
Schedule of Result of Operation from Acquisition | The amount of revenues and net income of Park included in the Companys consolidated statement of operations from the acquisition date through the period ended December 31, 2015 are as follows: Total revenues $ 6,134 Net income $ 1,088 |
Schedule of Intangible Assets Acquisition | The following table sets forth the components of identified intangible assets associated with the Park Acquisition and their estimated useful lives. Fair Value Useful Life Customer relationships $ 2,387 3 - 15 years Trade name 10 5 years Non-competition clause 224 3 years State pharmacy licenses 8 25 years $ 2,629 |
Schedule of Pro Forma Financial Information | The unaudited pro forma results presented include amortization charges for intangible assets, interest charges, acquisition costs, and eliminations of intercompany transactions. For the Year Ended December 31, 2014 Total revenues $ 7,847 Net loss $ (9,850 ) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | The composition of inventories as of December 31, 2015 and 2014 was as follows: December 31, 2015 December 31, 2014 Raw materials $ 775 $ 146 Work in progress - 98 Finished goods 637 129 Total inventories $ 1,412 $ 373 |
Prepaid Expenses and Other Cu27
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets at December 31, 2015 and 2014 consisted of the following: December 31, 2015 December 31, 2014 Prepaid insurance $ 297 $ 124 Other prepaid expenses 370 82 Deposits and other current assets 119 35 Total prepaid expenses and other current assets $ 786 $ 241 |
Furniture and Equipment (Tables
Furniture and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Furniture and Equipment | Furniture and equipment at December 31, 2015 and 2014 consisted of the following: December 31, 2015 December 31, 2014 Furniture and equipment, net: Computer software and hardware $ 323 $ 53 Furniture and equipment 350 153 Lab and pharmacy equipment 538 62 Leasehold improvements 1,746 20 2,957 288 Accumulated depreciation and amortization (300 ) (45 ) $ 2,657 $ 243 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The Companys intangible assets at December 31, 2015 consisted of the following: Amortization periods Accumulated Net (in years) Cost amortization Carrying value Patents 17-19 years $ 64 $ (1 ) $ 63 Trademarks Indefinite 121 - 121 Customer relationships 3-15 years 2,998 (297 ) 2,701 Trade name 5 years 16 (4 ) 12 Non-competition clause 3-4 years 294 (99 ) 195 State pharmacy licenses 25 years 45 (2 ) 43 $ 3,538 $ (403 ) $ 3,135 The Companys intangible assets at December 31, 2014 consisted of the following: Amortization periods Accumulated Net (in years) Cost amortization Carrying value Customer relationships 10-15 years $ 596 $ (37 ) $ 559 Trade name 5 years 5 (1 ) 4 Non-competition clause 4 years 50 (9 ) 41 State pharmacy licenses 25 years 8 (1 ) 7 $ 659 $ (48 ) $ 611 |
Schedule of Amortization Expenses for Intangible Assets | Amortization expense for intangible assets for the years ended December 31, 2015 and 2014 was as follows: For the For the Year Ended Year Ended December 31, 2015 December 31, 2014 Patents $ 1 $ - Customer relationships 260 37 Trade name 3 1 Non-competition clause 90 9 State pharmacy licenses 1 1 $ 355 $ 48 |
Schedule of Estimated Future Amortization Expense | Estimated future amortization expense for the Companys intangible assets at December 31, 2015 is as follows: Years ending December 31, 2016 $ 365 2017 365 2018 219 2019 208 2020 206 Thereafter 1,772 $ 3,135 |
Schedule of Changes in Carrying Value of Goodwill | The changes in the carrying value of the Companys goodwill during the years ended December 31, 2015 and 2014 were as follows: Balance at January 1, 2014 $- Acquistion of PC (see Note 3) 332 Balance at December 31, 2014 332 Acquisition of Park (see Note 3) 1,895 Acquisition of CAP (see Note 3) 239 Balance at December 31, 2015 $ 2,466 |
Accounts Payable and Accrued 30
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses at December 31, 2015 and 2014 consisted of the following: December 31, 2015 December 31, 2014 Accounts payable $ 3,185 $ 699 Deferred rent 63 5 Accrued interest (see Note 10) 90 - Accrued exit fee for note payable (see Note 10) 500 - Building lease liability(1) 46 74 Other accrued expenses (2) 23 39 Total accounts payable and accrued expenses 3,907 817 Less: Current portion (3,407 ) (787 ) Non-current total accrued expenses $ 500 $ 30 (1) In September 2014, the Company relocated its corporate headquarters to a 7,565 square foot office facility in San Diego, California. In February 2015, the Company entered into an agreement to sublet 3,874 square feet of its previously occupied headquarters office space through the remaining term of the lease for a monthly rent amount of $8. The Company recognized a loss of approximately $117 during the year ended December 31, 2014 related to the estimated remaining lease liability, net of expected sublease income, of the previously occupied office space. The obligations were discounted based on current prevailing market rates. (2) The amount consists of a $23 and $39 stock-based compensation accrual at December 31, 2015 and 2014 respectively, for stock options to be granted for services performed. The stock-based compensation expense related to the accruals was $23 and $39 during the years ended December 31, 2015 and 2014, respectively. The $39 was recorded to additional paid-in-capital upon issuance of the stock options in 2015. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Notes Payable | Note payable at December 31, 2015 were as follows: December 31, 2015 LSAF 12.5% note payable $ 10,000 Add: Interest paid-in-kind 130 Less: Discount on note for issuance costs and relative fair value of warrants (1,794 ) Less: Current portion - Long-term portion $ 8,336 |
Summary of Future Minimum Payments | Future minimum payments under notes payable outstanding at December 31, 2015 are as follows: Years Ending December 31, 2015 Amount 2016 $ 1,076 2017 1,214 2018 2,979 2019 4,183 2020 4,183 Thereafter 1,743 Total minimum payments 15,378 Less: amount representing interest and interest paid-in-kind 5,378 Note payable, gross 10,000 Add: interest paid-in-kind 130 Less: unamortized discount and issuance costs (1,794 ) Note payable and interest paid-in-kind, net of unamortized debt discount and issuance costs $ 8,336 |
Stockholders' Equity and Stock-
Stockholders' Equity and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of Stock Option Plan Activity | A summary of the stock option activity under the Plan for the year ended December 31, 2015 is as follows: Number of shares Weighted Avg. Exercise Price Weighted Avg. Remaining Contractual Life Aggregate Intrinsic Value Options outstanding - January 1, 2015 1,029,240 $ 5.74 Options granted 825,946 $ 7.80 Options exercised (255,600 ) $ 3.86 Options cancelled/forfeit (55,560 ) $ 9.21 Options outstanding - December 31, 2015 1,544,026 $ 7.03 5.81 $ 1,216 Options exercisable 653,558 $ 6.22 5.71 $ 1,073 Options vested and expected to vest 1,454,979 $ 6.99 5.81 $ 1,202 |
Market-based Vesting Conditions for Stock Option Units Granted | These market-based vesting conditions are as follows: Tranche Number of Shares Target Share Price Tranche 1 200,000 shares $9.00 or greater Tranche 2 100,000 shares $10.00 or greater Tranche 3 100,000 shares $12.00 or greater Tranche 4 100,000 shares $14.00 or greater Tranche 5 100,000 shares $15.00 or greater |
Schedule of Fair Value Assumption | The table below illustrates the fair value per share determined using the Black-Scholes-Merton option pricing model with the following assumptions used for valuing options granted to employees and directors: 2015 2014 Weighted-average fair value of options granted $ 6.22 $ 5.22 Expected terms (in years) 5.81 - 6.11 5.81 - 6.91 Expected volatility 101 - 121% 96 - 102% Risk-free interest rate 1.39 - 1.68% 1.37 - 1.65% Dividend yield - - The table below illustrates the fair value per share determined using the Black-Scholes-Merton option pricing model with the following assumptions used for valuing options granted to consultants: 2015 2014 Weighted-average fair value of options granted $ 6.49 $ 6.15 Expected terms (in years) 10 2.5 - 10 Expected volatility 108 - 109% 78 - 97% Risk-free interest rate 1.06- 1.63% 0.10 - 1.68% Dividend yield - - |
Schedule of Shares Outstanding and Exercisable | The following table summarizes information about stock options outstanding and exercisable at December 31, 2015: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Number Contractual Exercise Number Exercise Range of Exercise Prices Outstanding Life in Years Price Exercisable Price $2.40 125,000 6.07 $ 2.40 125,000 $ 2.40 $3.68 - $4.50 207,123 4.06 $ 4.27 165,252 $ 4.31 $5.49 - $7.99 958,316 6.02 $ 7.55 159,222 $ 6.66 $8.06 - $8.99 248,557 6.32 $ 8.90 199,054 $ 8.93 $42.80 5,030 4.62 $ 42.80 5,030 $ 42.80 1,544,026 5.81 $ 7.03 653,558 $ 6.22 |
Market-based Vesting Conditions for Restricted Stock Units Granted | The market-based vesting conditions applicable to the Boll Performance Equity Award are as follows: Tranche Number of Shares Target Share Price Tranche 1 30,000 shares $10.00 or greater Tranche 2 30,000 shares $15.00 or greater Tranche 3 30,000 shares $20.00 or greater Tranche 4 30,000 shares $25.00 or greater Tranche 5 37,500 shares $30.00 or greater |
Schedule of Restricted Stock Units Activity | A summary of the Companys RSU activity and related information for the year ended December 31, 2015 is as follows: Number of RSUs Weighted Average Grant Date Fair Value RSUs unvested - January 1, 2015 1,276,815 $ 3.20 RSUs granted 251,666 $ 3.74 RSUs vested (31,458 ) $ 7.40 RSUs cancelled/forfeit (9,062 ) $ 5.98 RSUs unvested at December 31, 2015 1,487,961 $ 3.18 |
Schedule of Warrants Activity | A summary of warrant activity during the year ended December 31, 2015 is as follows: Number of Shares Subject to Warrants Outstanding Weighted Avg. Exercise Price Warrants outstanding - January 1, 2015 690,944 $ 6.05 Granted 125,000 $ 7.85 Exercised (240,437 ) $ 5.45 Expired (334,819 ) $ 5.93 Warrants outstanding and exercisable - December 31, 2015 240,688 $ 7.41 Weighted average remaining contractual life of the outstanding warrants in years - December 31, 2015 5.99 |
Schedule of Warrants Outstanding and Warrants Exercisable | All warrants outstanding as of December 31, 2015 are included in the following table: Warrants Outstanding Warrants Exercisable Warrants Exercise Warrants Expiration Warrant Series Issue Date Outstanding Price Exercisable Date Lender warrants (see Notes 10 and 16) 5/11/2015 125,000 $ 7.85 125,000 5/11/2025 Underwriter warrants 2/7/2013 55,688 $ 5.25 55,688 2/7/2018 Warrants issued to investor relations consultant 7/19/2013 60,000 $ 8.50 60,000 7/19/2018 240,688 $ 7.41 240,688 |
Schedule of Stock Based Compensation Granted to Employees Directors Consultants | The Company recorded stock-based compensation (including issuance of common stock for services and accrual for stock-based compensation) related to equity instruments granted to employees, directors and consultants as follows: For the For the Year Ended Year Ended December 31, 2015 December 31, 2014 Employees - selling and marketing $ 370 $ 79 Employees - general and administrative 2,720 2,095 Directors - general and administrative 268 146 Consultants - selling and marketing 83 89 Consultants - general and administrative - 147 Consultants - research and development - 9 Total $ 3,441 $ 2,565 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The Company is subject to taxation in the United States, California, New Jersey, Texas and Pennsylvania. The provision for income taxes for the years ended December 31, 2015 and 2014 are summarized below: December 31, 2015 December 31, 2014 Current: Federal $ - $ - State 5 3 Total current $ 5 $ 3 Deferred: Federal $ 3,141 $ 3,023 State 988 871 Change in valuation allowance (4,129 ) (3,894 ) Total deferred - - Income tax provision $ 5 $ 3 |
Schedule of Income Tax Reconciliation | A reconciliation of income taxes computed by applying the statutory U.S. income tax rate to the Companys loss before income taxes to the income tax provision is as follows: December 31, 2015 December 31, 2014 U.S. federal statutory tax rate 35.00 % 35.00 % Benefit of lower tax brackets (1.00 )% (1.00 )% State tax benefit, net (0.03 )% (0.03 )% Research and development credits 0.00 % 0.00 % Employee stock based compensation (0.67 )% (1.03 )% Loss on debt conversion 0.00 % 0.00 % Other (0.71 )% (0.21 )% Valuation allowance (32.62 )% (32.76 )% Effective income tax rate (0.03 )% (0.03 )% |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Companys deferred tax assets are as follows: December 31, 2015 December 31, 2014 Deferred tax assets (liabilities): NOLs $ 15,099 $ 10,923 Depreciation and amortization 121 (7 ) Other 346 65 Research & development credits 556 556 Deferred stock compensation 3,237 2,646 Park stock purchase identifiable intangibles (1,047 ) - Unrealized gain or loss on investments - - Total net deferred tax assets 18,312 14,183 Valuation allowance (19,359 ) (14,183 ) Net deferred tax liabilities $ (1,047 ) $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Lease Equipment Under Capital Lease | The Company leases equipment under capital leases with an interest rate of 4.25% per annum. At December 31, 2015, future payments under the Companys capital leases were as follows: Year ending December 31, 2015 2016 22 2017 1 Total minimum lease payments 23 Less amount representing interest (1 ) Present value of future minimum lease payments 22 Less current portion (21 ) Capital lease obligation, net of current portion $ 1 |
Schedule of Future Payments Under Leases | The following represents future annual minimum lease payments, net of expected sublease income, as of December 31, 2015: 2016 $ 570 2017 495 2018 496 2019 257 2020 266 Thereafter 213 Total $ 2,297 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Net loss | $ (15,899) | $ (10,118) |
Accumulated deficit | (57,764) | (41,865) |
Net cash used in operating activity | (11,143) | $ (7,057) |
Cash resources and restricted investments | 2,835 | |
Proceeds from sale of common stock | 404 | |
Deposit coverage limits by FDIC, per owner | 250,000 | |
Cash deposits in excess of FDIC limits | 2,100,000 | |
Accounts receivable, net of allowance for doubtful accounts | 180 | $ 4 |
Impairment of long-lived assets | $ 0 | $ 0 |
Common stock equivalents, dilutive instruments | 3,313,169 | 3,024,217 |
Number of restricted stock included in common stock equivalents | 55,824 | 27,218 |
Billing And Collection Agreement [Member] | Third Party [Member] | ||
Percentage of billing and collection amount | 55.00% | |
Billing and collection management expense | $ 142 | |
Due to related party | $ 81 | |
Patents [Member] | ||
Patent estimated useful life | 20 years | |
Subsequent to December 2015 [Member] | ||
Proceeds from sale of common stock | $ 11,100 | |
Proceeds from sale of convertible note | $ 3,000 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Earnings Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | ||
Numerator - net loss | $ (15,899) | $ (10,118) |
Denominator - weighted average number of shares outstanding, basic and diluted | 9,576,142 | 9,132,989 |
Net loss per share, basic and diluted | $ (1.66) | $ (1.11) |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash payment | $ 421 | ||
Contingent consideration | $ 483 | ||
Goodwill | $ 2,466 | 332 | |
Pharmacy Creations, LLC [Member] | |||
Cash payment | 600 | ||
Contingent consideration | 50 | ||
Revenues | $ 3,500 | ||
Maximum contingent stock payment, shares | 215,190 | ||
Cash payment and recognized a gain in other income | $ 31 | ||
Contingent acquisition obligations | 483 | $ 514 | |
Deferred tax liability | 514 | ||
Total acquisition date fair value | 1,114 | ||
Goodwill | 331 | ||
Business acquisition puchase price | 331 | ||
Net tangible assets | 45 | ||
Identifiable intangible assets | 659 | ||
Pharmacy Creations, LLC [Member] | March 31, 2016 [Member] | |||
Revenues | $ 7,500 | ||
Maximum contingent stock payment, shares | 18.5882 | ||
Pharmacy Creations, LLC [Member] | March 31, 2016 [Member] | Minimum [Member] | |||
Revenues | $ 3,500 | ||
Pharmacy Creations, LLC [Member] | March 31, 2016 [Member] | Maximum [Member] | |||
Revenues | 7,500 | ||
Park [Member] | |||
Cash paid for business acquisition, net of fees | 3,000 | ||
Payment of cash remaining in bank account | 100 | ||
Total acquisition date fair value | $ 5,163 | ||
Acquisition adjusted description | Acquisition was adjusted from 25% to 15% | ||
Increase of goodwill | $ 46 | ||
Increase of intangible assets | 4 | ||
Goodwill | 1,895 | ||
Net tangible assets | 252 | ||
Identifiable intangible assets | 2,629 | ||
Acquisition expenses | 201 | ||
Park [Member] | Sellers [Member] | |||
Cash payment | 53 | ||
Cash paid for business acquisition, net of fees | 638 | ||
Issuance of common stock for payment | $ 319 | ||
Issuance of common stock shares for payment | 6,749 | ||
Deferred tax liability | $ 1,047 | ||
Deferred acquisition obligations | $ 591 | ||
Park [Member] | Restricted Stock [Member] | |||
Number of common stock shares sold | 63,525 | ||
Number of common stock sold | $ 500 | ||
Percentage of discount rate | 15.00% | ||
Other 2015 Acquisitions [Member] | |||
Cash payment | $ 945 | ||
Goodwill | 239 | ||
Net tangible assets | 641 | ||
Identifiable intangible assets | 65 | ||
Acquisition expenses | $ 135 |
Acquisitions - Schedule of Acqu
Acquisitions - Schedule of Acquisition Date Fair Value of Consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash payment to Sellers at closing | $ 3,005 | |
Pharmacy Creations, LLC [Member] | ||
Cash payment to Sellers at closing | 600 | |
Restricted common stock issuance to Sellers at closing | $ 483 | |
Deferred tax liability | ||
Deferred consideration to Sellers | $ 31 | |
Total acquisition date fair value | 1,114 | |
Park [Member] | ||
Cash payment to Sellers at closing | 3,100 | |
Restricted common stock issuance to Sellers at closing | 425 | |
Deferred tax liability | 1,047 | |
Deferred consideration to Sellers | 591 | |
Total acquisition date fair value | $ 5,163 |
Acquisitions - Schedule of Esti
Acquisitions - Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill | $ 2,466 | $ 332 | |
Pharmacy Creations, LLC [Member] | |||
Cash and cash equivalents | 5 | ||
Accounts receivable | 58 | ||
Prepaid expenses and other assets | 30 | ||
Inventories | 213 | ||
Property / Furniture and equipment | 45 | ||
Intangible assets | 659 | ||
Total identifiable assets acquired | 1,010 | ||
Accounts payable and accrued expenses | 120 | ||
Other liabilities | 107 | ||
Total liabilities assumed | 227 | ||
Total identifiable assets less liabilities assumed | 783 | ||
Goodwill | 331 | ||
Net assets acquired | 1,114 | ||
Park [Member] | |||
Cash and cash equivalents | 95 | ||
Accounts receivable | $ 399 | ||
Prepaid expenses and other assets | |||
Inventories | $ 232 | ||
Property / Furniture and equipment | 252 | ||
Intangible assets | 2,629 | ||
Total identifiable assets acquired | 3,607 | ||
Accounts payable and accrued expenses | 304 | ||
Other liabilities | 35 | ||
Total liabilities assumed | 339 | ||
Total identifiable assets less liabilities assumed | 3,268 | ||
Goodwill | 1,895 | ||
Net assets acquired | $ 5,163 |
Acquisitions - Schedule of Resu
Acquisitions - Schedule of Result of Operation from Acquisition (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Pharmacy Creations, LLC [Member] | |
Total revenues | $ 1,652 |
Operating loss | (663) |
Park [Member] | |
Total revenues | 6,134 |
Operating loss | $ 1,088 |
Acquisitions - Schedule of Inta
Acquisitions - Schedule of Intangible Assets Acquisition (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Pharmacy Creations, LLC [Member] | |
Intangible Assets Fair Value | $ 659 |
Pharmacy Creations, LLC [Member] | Customer Relationships [Member] | |
Intangible Assets Fair Value | $ 596 |
Pharmacy Creations, LLC [Member] | Customer Relationships [Member] | Minimum [Member] | |
Useful Life | 10 years |
Pharmacy Creations, LLC [Member] | Customer Relationships [Member] | Maximum [Member] | |
Useful Life | 15 years |
Pharmacy Creations, LLC [Member] | Trade Name [Member] | |
Intangible Assets Fair Value | $ 5 |
Useful Life | 5 years |
Pharmacy Creations, LLC [Member] | Non-Competition Clause [Member] | |
Intangible Assets Fair Value | $ 50 |
Useful Life | 4 years |
Pharmacy Creations, LLC [Member] | State Pharmacy Licenses [Member] | |
Intangible Assets Fair Value | $ 8 |
Useful Life | 25 years |
Park [Member] | |
Intangible Assets Fair Value | $ 2,629 |
Park [Member] | Customer Relationships [Member] | |
Intangible Assets Fair Value | $ 2,387 |
Park [Member] | Customer Relationships [Member] | Minimum [Member] | |
Useful Life | 3 years |
Park [Member] | Customer Relationships [Member] | Maximum [Member] | |
Useful Life | 15 years |
Park [Member] | Trade Name [Member] | |
Intangible Assets Fair Value | $ 10 |
Useful Life | 5 years |
Park [Member] | Non-Competition Clause [Member] | |
Intangible Assets Fair Value | $ 224 |
Useful Life | 3 years |
Park [Member] | State Pharmacy Licenses [Member] | |
Intangible Assets Fair Value | $ 8 |
Useful Life | 25 years |
Acquisitions - Schedule of Pro
Acquisitions - Schedule of Pro Forma Financial Information (Details) - Park [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Total revenues | $ 7,847 |
Net loss | $ (9,850) |
Restricted Short-Term Investm43
Restricted Short-Term Investments (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Restricted Short-term Investments | ||
Certificate of deposit | $ 150 | $ 150 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 775 | $ 146 |
Work in progress | 98 | |
Finished goods | $ 637 | 129 |
Total inventories | $ 1,412 | $ 373 |
Prepaid Expenses and Other Cu45
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 297 | $ 124 |
Other prepaid expenses | 370 | 82 |
Deposits and other current assets | 119 | 35 |
Total prepaid expenses and other current assets | $ 786 | $ 241 |
Furniture and Equipment (Detail
Furniture and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization of furniture and equipment | $ 255 | $ 37 |
Furniture and Equipment - Sched
Furniture and Equipment - Schedule of Furniture and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Computer software and hardware | $ 323 | $ 53 |
Furniture and equipment | 350 | 153 |
Lab and pharmacy equipment | 538 | 62 |
Leasehold improvements | 1,746 | 20 |
Furniture and equipment, gross | 2,957 | 288 |
Accumulated depreciation and amortization | (300) | (45) |
Furniture and equipment, Net | $ 2,657 | $ 243 |
Intangible Assets and Goodwil48
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cost | $ 3,538 | $ 659 |
Accumulated amortization | (403) | (48) |
Net Carrying value | $ 3,135 | 611 |
Patents [Member] | ||
Amortization periods (in years) | 20 years | |
Cost | $ 64 | |
Accumulated amortization | (1) | |
Net Carrying value | $ 63 | |
Patents [Member] | Minimum [Member] | ||
Amortization periods (in years) | 17 years | |
Patents [Member] | Maximum [Member] | ||
Amortization periods (in years) | 19 years | |
Trademarks [Member] | ||
Amortization periods description | Indefinite | |
Cost | $ 121 | |
Accumulated amortization | ||
Net Carrying value | $ 121 | |
Customer Relationships [Member] | ||
Cost | 2,998 | 596 |
Accumulated amortization | (297) | (37) |
Net Carrying value | $ 2,701 | $ 559 |
Customer Relationships [Member] | Minimum [Member] | ||
Amortization periods (in years) | 3 years | 10 years |
Customer Relationships [Member] | Maximum [Member] | ||
Amortization periods (in years) | 15 years | 15 years |
Trade Name [Member] | ||
Amortization periods (in years) | 5 years | 5 years |
Cost | $ 16 | $ 5 |
Accumulated amortization | (4) | (1) |
Net Carrying value | 12 | $ 4 |
Non-Competition Clause [Member] | ||
Amortization periods (in years) | 4 years | |
Cost | 294 | $ 50 |
Accumulated amortization | (99) | (9) |
Net Carrying value | $ 195 | $ 41 |
Non-Competition Clause [Member] | Minimum [Member] | ||
Amortization periods (in years) | 3 years | |
Non-Competition Clause [Member] | Maximum [Member] | ||
Amortization periods (in years) | 4 years | |
State Pharmacy Licenses [Member] | ||
Amortization periods (in years) | 25 years | 25 years |
Cost | $ 45 | $ 8 |
Accumulated amortization | (2) | (1) |
Net Carrying value | $ 43 | $ 7 |
Intangible Assets and Goodwil49
Intangible Assets and Goodwill - Schedule of Amortization Expenses for Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Amortization of intangible assets | $ 355 | $ 48 |
Patents [Member] | ||
Amortization of intangible assets | 1 | |
Customer Relationships [Member] | ||
Amortization of intangible assets | 260 | $ 37 |
Trade Name [Member] | ||
Amortization of intangible assets | 3 | 1 |
Non-Competition Clause [Member] | ||
Amortization of intangible assets | 90 | 9 |
State Pharmacy Licenses [Member] | ||
Amortization of intangible assets | $ 1 | $ 1 |
Intangible Assets and Goodwil50
Intangible Assets and Goodwill - Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,016 | $ 365 | |
2,017 | 365 | |
2,018 | 219 | |
2,019 | 208 | |
2,020 | 206 | |
Thereafter | 1,772 | |
Intangible assets | $ 3,135 | $ 611 |
Intangible Assets and Goodwil51
Intangible Assets and Goodwill - Schedule of Changes in Carrying Value of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, Beginning | $ 332 | |
Acquistion of PC (see Note 3) | $ 332 | |
Acquisition of Park (see Note 3) | 1,895 | |
Acquisition of CAP (see Note 3) | 239 | |
Goodwill, Ending | $ 2,466 | $ 332 |
Accounts Payable and Accrued 52
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 3,185 | $ 699 | |
Deferred rent | 63 | $ 5 | |
Accrued interest (see Note 10) | 90 | ||
Accrued exit fee for note payable (see Note 10) | 500 | ||
Building lease liability (1) | [1] | 46 | $ 74 |
Other accrued expenses (2) | [2] | 23 | 39 |
Total accounts payable and accrued expenses | 3,907 | 817 | |
Less: Current portion | (3,407) | (787) | |
Non-current total accrued expenses | $ 500 | $ 30 | |
[1] | In September 2014, the Company relocated its primary operations to a 7,565 square foot office facility in San Diego, California. In February 2015, the Company entered into a sublease agreement to sublet 3,874 square feet of its previously occupied offices through the remaining term of the lease at a monthly rent amount of $8. The Company recognized a loss of approximately $117 during the year ended December 31, 2014 related to the estimated remaining lease liability, net of expected sublease income, of the previously occupied offices. The obligations were discounted based on current prevailing market rates. | ||
[2] | The amount consists of a $23 and $39 stock-based compensation accrual at December 31, 2015 and 2014 respectively, for stock options to be granted for services performed. The stock-based compensation expense related to the accruals was $23 and $39 during the years ended December 31, 2015 and 2014, respectively. The $39 was recorded to additional paid-in-capital upon issuance of the stock options in 2015. |
Accounts Payable and Accrued 53
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) (Parenthetical) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2015USD ($)ft² | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014ft² | |
Payables and Accruals [Abstract] | ||||
Area of office space | ft² | 7,565 | |||
Area of previous office space | ft² | 3,874 | |||
Monthly rent amount | $ 8 | |||
Recognized lease losses related to estimated remaining lease liability | $ 117 | |||
Stock based compensation accrual | $ 23 | $ 39 | ||
Additional paid-in-capital | $ 39 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | May. 11, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Liability of final fee included in accrued expenses | $ 500 | ||
Debt discount | $ 281 | ||
Loan Agreement [Member] | Life Sciences Alternative Funding LLC [Member] | |||
Principal amount of loan | $ 10,000 | ||
Loans bear interest | 12.50% | ||
loans bear interest rate description | The term loans bear interest at a fixed per-annum rate of 12.5% and allows for 2% of the interest to be paid-in-kind until either February 2017 or May 2017. | ||
Loan installments | 36 months | ||
Percentage of loan agreement final fee | 5.00% | ||
Loan due date | May 11, 2021 | ||
Incurred expenses loan | $ 735 | ||
Liability of final fee included in accrued expenses | $ 500 | ||
Issuance of warrants to purchase maximum number of shares | 125,000 | ||
Common stock exercise price per share | $ 7.85 | ||
Issuance of warrants to purchase of common stock expiration year | 10 years | ||
Fair value of warrants | $ 840 | ||
Fair value of common stock | $ 7.97 | ||
Fair value of contractual term | 10 years | ||
Common stock volatility rate | 109.00% | ||
Fair value of dividend rate | 0.00% | ||
Fair value of risk-free interest rate | 1.25% | ||
Loan Agreement [Member] | Life Sciences Alternative Funding LLC [Member] | Minimum Revenue or Cash Balance [Member] | |||
Loan installments | 24 months |
Debt - Summary of Notes Payable
Debt - Summary of Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
LSAF 12.5% note payable | $ 8,336 | |
12.5 Note Payable [Member] | ||
LSAF 12.5% note payable | 10,000 | |
Add: Interest paid-in-kind | 130 | |
Less: Discount on note for issuance costs and relative fair value of warrants | $ (1,794) | |
Less: Current portion | ||
Long-term portion | $ 8,336 |
Debt - Summary of Future Minimu
Debt - Summary of Future Minimum Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Note payable, gross | $ 8,336 | |
12.5 Note Payable [Member] | ||
2,016 | 1,076 | |
2,017 | 1,214 | |
2,018 | 2,979 | |
2,019 | 4,183 | |
2,020 | 4,183 | |
Thereafter | 1,743 | |
Total minimum payments | 15,378 | |
Less: amount representing interest and interest paid-in-kind | 5,378 | |
Note payable, gross | 10,000 | |
Add: interest paid-in-kind | 130 | |
Less: unamortized discount and issuance costs | (1,794) | |
Note payable and interest paid-in-kind, net of unamortized debt discount and issuance costs | $ 8,336 |
Stockholders' Equity and Stoc57
Stockholders' Equity and Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jul. 31, 2015 | Nov. 30, 2015 | Apr. 30, 2015 | Feb. 28, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Apr. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 10, 2014 |
Capital stock, shares authorized | 95,000,000 | ||||||||||
Common stock, shares authorized | 90,000,000 | 90,000,000 | 90,000,000 | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Issuance of restricted common stock, shares | 6,868 | ||||||||||
Issuance of restricted common stock | $ 50 | ||||||||||
Shares issued upon exercise of stock options | $ 584 | ||||||||||
Additional shares issued upon exercise of stock options, shares | 160,777 | ||||||||||
Common stock issued shares | 66,439 | ||||||||||
Exercise of common stock option to purchase of common stock | 255,600 | 146,652 | |||||||||
Common stock exercise price per share | $ 5.25 | ||||||||||
Issuance of common stock upon vesting of RSUs net of tax withholding , shares | 1,611 | ||||||||||
Number of common stock held for payroll tax | 1,241 | 1,518 | |||||||||
Issuance of common stock upon vesting of RSUs net of tax withholding | $ (10) | $ (13) | |||||||||
Shares issued upon warrants exercise | 47,829 | ||||||||||
Shares issued upon exercise of warrant | $ 38 | ||||||||||
Warrants and shares issued upon excise of common stock | 5.925 | 6,391 | |||||||||
Warrants to purchase common stock exercise price per share | $ 5.925 | ||||||||||
Number of warrants shares issued | 10,932 | 41,438 | |||||||||
Exercise of warrant to purchase of common stock | 123,715 | ||||||||||
Warrants shares exercise price per share | $ 5.25 | ||||||||||
Issuance of common stock shares for vested awards | 130,457 | ||||||||||
Issuance of common stock shares of warrant exercise | 220,912 | ||||||||||
Proceeds from issuance of stock option exercise | $ 1,248 | ||||||||||
Issuance of common stock exercise on cash basis of warrant to purchase shares | 209,980 | ||||||||||
Issuance of warrant purchase of common stock exercise, shares | 334,819 | 30,457 | |||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||
Common stock market price per share | $ 6.93 | $ 6.93 | |||||||||
Intrinsic value of stock option exercised | $ 1,023 | ||||||||||
Stock options granted with exercise price contractual terms | 10 years | ||||||||||
Stock options granted vesting terms | Vesting terms for options granted in 2015 and 2014 to employees, directors and consultants typically included one of the following vesting schedules: 25% of the shares subject to the option vest and become exercisable on the first anniversary of the grant date and the remaining 75% of the shares subject to the option vest and become exercisable quarterly in equal installments thereafter over three years; quarterly vesting over three years; or 100% vesting associated with the provision or completion of services provided under contracts with consultants. Certain option awards provide for accelerated vesting if there is a change in control (as defined in the Plan) and in the event of certain modifications to the option award agreement. | ||||||||||
Stock-based compensation | $ 3,441 | $ 2,615 | |||||||||
Common Stock [Member] | |||||||||||
Shares issued upon exercise of stock options, shares | 227,216 | 227,216 | |||||||||
Shares issued upon exercise of stock options | |||||||||||
Issuance of common stock upon vesting of RSUs net of tax withholding | |||||||||||
Warrant [Member] | |||||||||||
Stock-based compensation | $ 0 | $ 27 | |||||||||
Intrinsic value of warrants exercised | $ 528 | 528 | |||||||||
Stock Options [Member] | |||||||||||
Unrecognized compensation expense related to unvested stock options granted under the Plan | $ 3,649 | $ 3,649 | |||||||||
Expense expected to recognize over the weighted-average remaining vesting period | 3 years 9 months 18 days | ||||||||||
Stock-based compensation | $ 1,747 | $ 1,138 | |||||||||
Mr. Mark Baum [Member] | |||||||||||
Weighted Avg. Exercise Price, Options exercised | $ 7.87 | ||||||||||
Number of stock option granted, shares | 600,000 | ||||||||||
Initial fair value of stock option | $ 2,784 | ||||||||||
Fair value assumptions, life term | 5 years | ||||||||||
Fair value assumptions, volatility | 80.00% | ||||||||||
Fair value assumptions, risk free interest rate | 1.54% | ||||||||||
2007 Incentive Stock and Awards Plan [Member] | |||||||||||
Maximum number of common stock issuance under the plan | 5,000,000 | 5,000,000 | |||||||||
Available for future issuances under the Plan | 1,353,379 | 1,353,379 | |||||||||
Park Compounding [Member] | |||||||||||
Issuance of restricted common stock, shares | 63,525 | ||||||||||
Issuance of restricted common stock | $ 425 | ||||||||||
Sales Agreement [Member] | |||||||||||
Percentage of cash commission | 3.00% | ||||||||||
Certain fess and expenses | $ 50 | ||||||||||
Number of shares sold under the agreement | 72,421 | ||||||||||
Gross proceeds of approximately | $ 529 | ||||||||||
Deducting amount | 16 | ||||||||||
Commission fees | 109 | ||||||||||
Offering expenses payable | 404 | $ 404 | |||||||||
Remined available for sale pursuant | 9,470 | $ 9,470 | |||||||||
Restricted Stock Units One [Member] | |||||||||||
Issuance of restricted common stock, shares | 28,606 | ||||||||||
Issuance of common stock upon vesting of RSUs net of tax withholding , shares | 1,954 | ||||||||||
Common stock shares issued for services | 27,218 | ||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Unrecognized compensation expense related to unvested stock options granted under the Plan | $ 1,153 | $ 1,153 | |||||||||
Expense expected to recognize over the weighted-average remaining vesting period | 7 months 6 days | ||||||||||
Stock-based compensation | $ 1,671 | $ 1,332 | |||||||||
Restricted Stock Units (RSUs) [Member] | Andrew R. Boll [Member] | |||||||||||
Number of stock option granted, shares | 30,000 | ||||||||||
Restricted Stock Units (RSUs) [Member] | Andrew R. Boll [Member] | Boll Performance Equity Award [Member] | |||||||||||
Number of stock option granted, shares | 157,500 | ||||||||||
Stock option targeted price range lower limit | $ 10 | ||||||||||
Stock option targeted price range upper limit | $ 30 | ||||||||||
Restricted Stock Units (RSUs) [Member] | John P. Saharek [Member] | |||||||||||
Number of stock option granted, shares | 30,000 | ||||||||||
Number of stock option granted | $ 442 | ||||||||||
Baum Performance Equity Award [Member] | Monte Carlo Simulation [Member] | |||||||||||
Initial fair value of stock option | $ 228 | ||||||||||
Fair value assumptions, life term | 3 years | ||||||||||
Fair value assumptions, volatility | 60.00% | ||||||||||
Fair value assumptions, risk free interest rate | 0.77% | ||||||||||
Minimum [Member] | |||||||||||
Stock option purchase of exercise price | $ 3.68 | ||||||||||
Common stock exercise price per share | $ 3.20 | 3.60 | |||||||||
Minimum [Member] | Mr. Mark Baum [Member] | |||||||||||
Stock price | $ 9 | ||||||||||
Maximum [Member] | |||||||||||
Stock option purchase of exercise price | 4 | ||||||||||
Common stock exercise price per share | $ 4.51 | $ 6 | |||||||||
Maximum [Member] | Mr. Mark Baum [Member] | |||||||||||
Stock price | $ 15 | ||||||||||
Consultant [Member] | |||||||||||
Issuance of restricted common stock, shares | 4,000 | ||||||||||
Issuance of restricted common stock | $ 29 | ||||||||||
Non-Employee Director [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||
Issuance of restricted common stock, shares | 34,166 | 26,492 | |||||||||
Issuance of restricted common stock | $ 270 | $ 200 | |||||||||
Issuance of common stock shares for vested awards | 8,521 | ||||||||||
Employees And Directors [Member] | |||||||||||
Percentage of forfeiture factor | 10.00% |
Stockholders' Equity and Stoc58
Stockholders' Equity and Stock-Based Compensation - Schedule of Stock Option Plan Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Weighted Avg. Exercise Price, Exercisable Ending Balance | $ 7.03 |
Weighted Avg. Remaining Contractual Life, Options exercisable | 10 years |
Stock Option Plan [Member] | |
Number of shares, Outstanding, Beginning balance | shares | 1,029,240 |
Number of shares, Options granted | shares | 825,946 |
Number of shares, Options exercised | shares | (255,600) |
Number of shares, Options cancelled/forfeit | shares | (55,560) |
Number of shares, Outstanding, Ending balance | shares | 1,544,026 |
Number of shares, Options exercisable | shares | 653,558 |
Number of shares, Options vested and expected to vest | shares | 1,454,979 |
Weighted Avg. Exercise Price, Outstanding, Beginning balance | $ 5.74 |
Weighted Avg. Exercise Price, Options granted | 7.80 |
Weighted Avg. Exercise Price, Options exercised | 3.86 |
Weighted Avg. Exercise Price, Options cancelled/forfeit | 9.21 |
Weighted Avg. Exercise Price, Outstanding, Ending balance | 7.03 |
Weighted Avg. Exercise Price, Exercisable Ending Balance | 6.22 |
Weighted Avg. Exercise Price, Vested and expected to vest - end of period | $ 6.99 |
Weighted Avg. Remaining Contractual Life, Options outstanding | 5 years 9 months 22 days |
Weighted Avg. Remaining Contractual Life, Options exercisable | 5 years 8 months 16 days |
Weighted Avg. Remaining Contractual Life, Options vested and expected to vest | 5 years 9 months 22 days |
Aggregate Intrinsic Value, Options outstanding | $ | $ 1,216 |
Aggregate Intrinsic Value, Options exercisable | $ | 1,073 |
Aggregate Intrinsic Value, Options vested and expected to vest | $ | $ 1,202 |
Stockholders' Equity and Stoc59
Stockholders' Equity and Stock-Based Compensation - Market-based Vesting Conditions for Restricted Stock Units Granted (Details) | 12 Months Ended |
Dec. 31, 2015shares | |
Tranche One [Member] | Mr. Mark Baum [Member] | |
Number of Shares | 200,000 |
Target Share Price | $9.00 or greater |
Tranche One [Member] | Mr. Boll [Member] | |
Number of Shares | 30,000 |
Target Share Price | $10.00 or greater |
Tranche Two [Member] | Mr. Mark Baum [Member] | |
Number of Shares | 100,000 |
Target Share Price | $10.00 or greater |
Tranche Two [Member] | Mr. Boll [Member] | |
Number of Shares | 30,000 |
Target Share Price | $15.00 or greater |
Tranche Three [Member] | Mr. Mark Baum [Member] | |
Number of Shares | 100,000 |
Target Share Price | $12.00 or greater |
Tranche Three [Member] | Mr. Boll [Member] | |
Number of Shares | 30,000 |
Target Share Price | $20.00 or greater |
Tranche Four [Member] | Mr. Mark Baum [Member] | |
Number of Shares | 100,000 |
Target Share Price | $14.00 or greater |
Tranche Four [Member] | Mr. Boll [Member] | |
Number of Shares | 30,000 |
Target Share Price | $25.00 or greater |
Tranche Five [Member] | Mr. Mark Baum [Member] | |
Number of Shares | 100,000 |
Target Share Price | $15.00 or greater |
Tranche Five [Member] | Mr. Boll [Member] | |
Number of Shares | 37,500 |
Target Share Price | $30.00 or greater |
Stockholders' Equity and Stoc60
Stockholders' Equity and Stock-Based Compensation - Schedule of Fair Value Assumption (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Options Granted To Employees And Directors [Member] | ||
Weighted-average fair value of options granted | $ 6.22 | $ 5.22 |
Expected volatility, minimum | 101.00% | |
Expected volatility, maximum | 121.00% | |
Risk-free interest rate, minimum | 1.39% | |
Risk-free interest rate, maximum | 1.68% | |
Dividend yield | ||
Options Granted To Employees And Directors [Member] | Minimum [Member] | ||
Expected terms (in years) | 5 years 9 months 22 days | 5 years 9 months 22 days |
Expected volatility, minimum | 96.00% | |
Expected volatility, maximum | 102.00% | |
Risk-free interest rate, minimum | 1.37% | |
Risk-free interest rate, maximum | 1.65% | |
Options Granted To Employees And Directors [Member] | Maximum [Member] | ||
Expected terms (in years) | 6 years 1 month 10 days | 6 years 10 months 28 days |
Options Granted To Consultants [Member] | ||
Weighted-average fair value of options granted | $ 6.49 | $ 6.15 |
Expected terms (in years) | 10 years | |
Expected volatility, minimum | 108.00% | 78.00% |
Expected volatility, maximum | 109.00% | 97.00% |
Risk-free interest rate, minimum | 1.06% | 0.10% |
Risk-free interest rate, maximum | 1.63% | 1.68% |
Dividend yield | ||
Options Granted To Consultants [Member] | Minimum [Member] | ||
Expected terms (in years) | 2 years 6 months | |
Options Granted To Consultants [Member] | Maximum [Member] | ||
Expected terms (in years) | 10 years |
Stockholders' Equity and Stoc61
Stockholders' Equity and Stock-Based Compensation - Schedule of Shares Outstanding and Exercisable (Details) | 12 Months Ended | 24 Months Ended |
Dec. 31, 2015$ / sharesshares | Dec. 31, 2015$ / sharesshares | |
Number of Options Outstanding | shares | 1,544,026 | 1,544,026 |
Weighted Average Remaining Contractual Life in Years | 5 years 9 months 22 days | |
Weighted Average Exercise Price | $ 7.03 | $ 7.03 |
Number Exercisable | shares | 653,558 | 653,558 |
Weighted Average Exercisable Exercise Price | $ 6.22 | $ 6.22 |
Range One [Member] | ||
Range of Exercise Prices, minimum | $ 2.40 | |
Number of Options Outstanding | shares | 125,000 | 125,000 |
Weighted Average Remaining Contractual Life in Years | 6 years 26 days | |
Weighted Average Exercise Price | $ 2.40 | $ 2.40 |
Number Exercisable | shares | 125,000 | 125,000 |
Weighted Average Exercisable Exercise Price | $ 2.40 | $ 2.40 |
Range Two [Member] | ||
Range of Exercise Prices, minimum | 3.68 | |
Range of Exercise Prices, maximum | $ 4.50 | |
Number of Options Outstanding | shares | 207,123 | 207,123 |
Weighted Average Remaining Contractual Life in Years | 4 years 22 days | |
Weighted Average Exercise Price | $ 4.27 | $ 4.27 |
Number Exercisable | shares | 165,252 | 165,252 |
Weighted Average Exercisable Exercise Price | $ 4.31 | $ 4.31 |
Range Three [Member] | ||
Range of Exercise Prices, minimum | 5.49 | |
Range of Exercise Prices, maximum | $ 7.99 | |
Number of Options Outstanding | shares | 958,316 | 958,316 |
Weighted Average Remaining Contractual Life in Years | 6 years 7 days | |
Weighted Average Exercise Price | $ 7.55 | $ 7.55 |
Number Exercisable | shares | 159,222 | 159,222 |
Weighted Average Exercisable Exercise Price | $ 6.66 | $ 6.66 |
Range Four [Member] | ||
Range of Exercise Prices, minimum | 8.06 | |
Range of Exercise Prices, maximum | $ 8.99 | |
Number of Options Outstanding | shares | 248,557 | 248,557 |
Weighted Average Remaining Contractual Life in Years | 6 years 3 months 26 days | |
Weighted Average Exercise Price | $ 8.90 | $ 8.90 |
Number Exercisable | shares | 199,054 | 199,054 |
Weighted Average Exercisable Exercise Price | $ 8.93 | $ 8.93 |
Range Five [Member] | ||
Range of Exercise Prices, minimum | $ 42.80 | |
Number of Options Outstanding | shares | 5,030 | 5,030 |
Weighted Average Remaining Contractual Life in Years | 4 years 7 months 13 days | |
Weighted Average Exercise Price | $ 42.80 | $ 42.80 |
Number Exercisable | shares | 5,030 | 5,030 |
Weighted Average Exercisable Exercise Price | $ 42.80 | $ 42.80 |
Stockholders' Equity and Stoc62
Stockholders' Equity and Stock-Based Compensation - Schedule of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Number of RSUs, Outstanding, Beginning balance | shares | 1,276,815 |
Number of RSUs granted | shares | 251,666 |
Number of RSUs vested | shares | (31,458) |
Number of RSUs cancelled/forfeited | shares | (9,062) |
Number of RSUs, Outstanding, Ending balance | shares | 1,487,961 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 3.20 |
Weighted Average Grant Date Fair Value, RSUs granted | $ / shares | 3.74 |
Weighted Average Grant Date Fair Value, RSUs vested | $ / shares | 7.40 |
Weighted Average Grant Date Fair Value, RSUs cancelled/forfeited | $ / shares | 5.98 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 3.18 |
Stockholders' Equity and Stoc63
Stockholders' Equity and Stock-Based Compensation - Schedule of Warrants Activity (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Number of shares, Outstanding, Beginning balance | shares | 690,944 |
Number of Shares Subject to Warrants Outstanding, Granted | shares | 125,000 |
Number of Shares Subject to Warrants Outstanding, Exercised | shares | (240,437) |
Number of Shares Subject to Warrants Outstanding, Expired | shares | (334,819) |
Number of shares, Outstanding, Ending balance | shares | 240,688 |
Weighted average remaining contractual life of the outstanding warrants in years | 5 years 11 months 27 days |
Weighted Avg. Exercise Price, Outstanding, Beginning balance | $ / shares | $ 6.05 |
Weighted Avg. Exercise Price, Granted | $ / shares | 7.85 |
Weighted Avg. Exercise Price, Exercised | $ / shares | 5.45 |
Weighted Avg. Exercise Price, Expired | $ / shares | 5.93 |
Weighted Avg. Exercise Price, Outstanding, Ending balance | $ / shares | $ 7.41 |
Stockholders' Equity and Stoc64
Stockholders' Equity and Stock-Based Compensation - Schedule of Warrants Outstanding and Warrants Exercisable (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Warrant [Member] | |
Warrants Outstanding | 240,688 |
Exercise Price | $ / shares | $ 7.41 |
Warrants Exercisable | 240,688 |
Lender Warrants [Member] | |
Issue Date | May 11, 2015 |
Warrants Outstanding | 125,000 |
Exercise Price | $ / shares | $ 7.85 |
Warrants Exercisable | 125,000 |
Expiration Date | May 11, 2025 |
Underwriter Warrants [Member] | |
Issue Date | Feb. 7, 2013 |
Warrants Outstanding | 55,688 |
Exercise Price | $ / shares | $ 5.25 |
Warrants Exercisable | 55,688 |
Expiration Date | Feb. 7, 2018 |
Warrants Issued To Investor Relations Consultant [Member] | |
Issue Date | Jul. 19, 2013 |
Warrants Outstanding | 60,000 |
Exercise Price | $ / shares | $ 8.50 |
Warrants Exercisable | 60,000 |
Expiration Date | Jul. 19, 2018 |
Stockholders' Equity and Stoc65
Stockholders' Equity and Stock-Based Compensation - Schedule of Stock Based Compensation Granted to Employees Directors Consultants (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Stock based compensation related to equity instruments granted to related parties | $ 3,441 | $ 2,565 |
Employees [Member] | Selling And Marketing [Member] | ||
Stock based compensation related to equity instruments granted to related parties | 370 | 79 |
Employees [Member] | General And Administrative [Member] | ||
Stock based compensation related to equity instruments granted to related parties | 2,720 | 2,095 |
Directors [Member] | General And Administrative [Member] | ||
Stock based compensation related to equity instruments granted to related parties | 268 | 146 |
Consultant [Member] | Selling And Marketing [Member] | ||
Stock based compensation related to equity instruments granted to related parties | $ 83 | 89 |
Consultant [Member] | General And Administrative [Member] | ||
Stock based compensation related to equity instruments granted to related parties | 147 | |
Consultant [Member] | Research And Development [Member] | ||
Stock based compensation related to equity instruments granted to related parties | $ 9 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes Details Narrative | ||
Deferred tax asset valuation allowance | $ 4,900 | $ 3,900 |
Federal net operating loss carryforwards | $ 38,289 | |
Federal net operating loss expiration date | 2,027 | |
Federal research and development tax credits | 354 | |
Federal research and development tax credits expiration date | 2,026 | |
State net operating loss carryforwards | $ 35,114 | |
State net operating loss expiration date | 2,017 | |
State research and development tax credits | 305 | |
Deferrerd tax asset excess tax benefits | $ 1,030 | $ 1,030 |
Unrecognized tax benefits |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Federal | ||
State | $ 5 | $ 3 |
Total current | 5 | 3 |
Federal | 3,141 | 3,023 |
State | 988 | 871 |
Change in valuation allowance | $ (4,129) | $ (3,894) |
Total deferred | ||
Income tax provision | $ 5 | $ 3 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory tax rate | 35.00% | 35.00% |
Benefit of lower tax brackets | (1.00%) | (1.00%) |
State tax benefit, net | (0.03%) | (0.03%) |
Research and development credits | 0.00% | 0.00% |
Employee stock based compensation | (0.67%) | (1.03%) |
Loss on debt conversion | 0.00% | 0.00% |
Other | (0.71%) | (0.21%) |
Valuation allowance | (32.62%) | (32.76%) |
Effective income tax rate | (0.03%) | (0.03%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
NOL's | $ 15,099 | $ 10,923 |
Depreciation and amortization | 121 | (7) |
Other | 346 | 65 |
Research & development credits | 556 | 556 |
Deferred stock compensation | 3,237 | $ 2,646 |
Park stock purchase identifiable intangibles | $ (1,047) | |
Unrealized gain or loss on investments | ||
Total net deferred tax assets | $ 18,312 | $ 14,183 |
Valuation allowance | (19,359) | $ (14,183) |
Net deferred tax liabilities | $ (1,047) |
Employee Savings Plan (Details
Employee Savings Plan (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ||
Percentage of salary deposits in tax deferred investment account | 100.00% | |
Percentage of contributions made by the company | 4.00% | |
Contributions by the company | $ 146 | $ 56 |
Commitments and Contingencies71
Commitments and Contingencies (Details Narrative) $ in Thousands | Oct. 24, 2014USD ($) | Aug. 31, 2015ft² | Feb. 28, 2015USD ($)ft² | Jan. 31, 2015USD ($)ft² | Jun. 30, 2014USD ($)ft² | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014ft² |
Leases equipment under capital lease with interest rate | 4.25% | |||||||
Equipment under capital leases net | $ 60 | |||||||
Related accumulated depreciation | 28 | |||||||
Lease agreement for office space (Square feet) | ft² | 7,565 | |||||||
Operating lease, monthly rental | $ 641 | $ 306 | ||||||
Royalty amount | ||||||||
Minimum [Member] | ||||||||
Royalties range percentage | 15.00% | |||||||
Maximum [Member] | ||||||||
Royalties range percentage | 20.00% | |||||||
Urigen Pharmaceuticals, Inc [Member] | ||||||||
License agreement commitments description | The annual tiered royalties consist of the greater of (i) $0.50 per dose (dollar amount not presented in thousands), and (ii) 15%-20% of the Companys net sales of HLA, with the royalty amount within such range depending on the Companys aggregate sales of HLA during the period to which the royalty payment applies. The minimum annual royalty payment consists of (a) for the 2015 calendar year, the greater of (i) 110% of the aggregate royalties paid to Urigen under the Existing Sublicenses during the preceding 12 months, on a prorated basis, and (ii) $800, less the aggregate royalties paid to Urigen under the Existing Sublicenses during the 2015 calendar year, and (b) for each calendar year thereafter, 110% of the aggregate amount owed by the Company to Urigen under the Urigen License during the prior calendar year. The Company is obligated to pay such royalties beginning with its first commercial sale of HLA and continuing until the expiration of the patents subject to the license granted under the Urigen License. The Company has also agreed to use commercially reasonable efforts to develop and commercialize HLA according to the terms of a diligence plan agreed to by the parties, which efforts will include, without limitation, the Companys investment of $2,000 in commercialization efforts of HLA, which investment and timeline can be adjusted dependent on market circumstances, and is expected to be incurred over 18-24 months following the Urigen Effective Date. The Company has accrued an amount based on the terms of the agreement related to the minimum annual royalty. | |||||||
Minimum royalties to be paid each calendar year | $ 800 | |||||||
Value of product development investment | 2,000 | |||||||
Royalty revenues | $ 51 | |||||||
Lease Agreement [Member] | ||||||||
Equipment under capital leases net | $ 53 | |||||||
Related accumulated depreciation | $ 9 | |||||||
Lease agreement for office space (Square feet) | ft² | 1,100 | 8,602 | 7,565 | |||||
Operating lease Expiry | Apr. 30, 2016 | Jul. 31, 2022 | Oct. 31, 2018 | Oct. 31, 2019 | ||||
Operating lease, monthly rental | $ 10 | $ 20,426 | $ 3 | |||||
Operating lease, rent increase percentage | 3.75% | 3.00% | 2.00% | |||||
Commercial Lease Agreement [Member] | Park Compounding [Member] | ||||||||
Lease agreement for office space (Square feet) | ft² | 4,500 | |||||||
Operating lease Expiry | Dec. 31, 2020 | |||||||
Operating lease, monthly rental | $ 10 | |||||||
Operating lease, rent increase percentage | 3.00% |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Lease Equipment Under Capital Lease (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Compensation and Retirement Disclosure [Abstract] | ||
2,016 | $ 22 | |
2,017 | 1 | |
Total minimum lease payments | 23 | |
Less amount representing interest | (1) | |
Present value of future minimum lease payments | 22 | |
Less current portion | (21) | $ (24) |
Capital lease obligation, net of current portion | $ 1 | $ 19 |
Commitments and Contingencies73
Commitments and Contingencies - Schedule of Future Payments Under Leases (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Compensation and Retirement Disclosure [Abstract] | |
2,016 | $ 570 |
2,017 | 495 |
2,018 | 496 |
2,019 | 257 |
2,020 | 266 |
Thereafter | 213 |
Total | $ 2,297 |
Segment Information and Conce74
Segment Information and Concentrations (Details Narrative) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting [Abstract] | ||
Maximum percentage of sales derived from single customer | 10.00% | 10.00% |
Percentage of drug and chemical purchases from three main suppliers | 43.00% | 84.00% |
Sebsequent Events (Details Narr
Sebsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 16, 2016 | Mar. 11, 2016 | Jan. 22, 2016 | Feb. 29, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Proceeds form issuance of common stock | $ 404 | |||||
Sold shares of common stock public offering price per share | $ 6.93 | |||||
Sales Agreement [Member] | ||||||
Aggregate of available for furture sales | $ 9,470 | |||||
Subsequent Event [Member] | ||||||
Shares issued upon exercise of stock options, shares | 15,000 | |||||
Proceeds form issuance of common stock | $ 55 | |||||
Number of cash basis of stock options to purchase shares of common stock, shares | 15,000 | |||||
Stock option exercise price per share | $ 3.68 | |||||
Subsequent Event [Member] | Cantor Fitzgerald [Member] | Sales Agreement [Member] | ||||||
Aggregate offering price | $ 2,625 | |||||
Aggregate of available for furture sales | 2,100 | |||||
Subsequent Event [Member] | Underwriting Agreement [Member] | Underwriters [Member] | ||||||
Number of shars firm-commitment public offering | $ 2,900,000 | |||||
Additional shares of common stock offering during period | 435,000 | |||||
Common stock price per share | $ 3.348 | |||||
Sold shares of common stock public offering price per share | $ 3.60 | |||||
Received net proceeds of approximately | $ 11,100 | |||||
Subsequent Event [Member] | LSAF Note [Member] | ||||||
Percentage of issued convertible senior secured note | 8.00% | |||||
Convertible Senior Secured Note in the principal amount | $ 3,000 | |||||
Percentage of note monthly fixed per-annum rate | 8.00% | |||||
Debt instrument maturity term | any time on or after March 1, 2018 | |||||
Note convertible by holder, number of shares | 277.77 | 169.4915 | ||||
Outstanding principal amount per price | $ 1 | $ 1 | ||||
Outstanding receives gross proceeds value | $ 3,000 | |||||
Maximum percentage of outstanding principal amount | 105.00% | |||||
Warrant exercise price | $ 5.90 | |||||
Warrant adjusted pirce per shares | $ 3.60 | |||||
Subsequent Event [Member] | LSAF Note [Member] | Minimum [Member] | ||||||
Percentage of cash purchase prices equal to outstanding principal amount | 109.00% | |||||
Subsequent Event [Member] | LSAF Note [Member] | Maximum [Member] | ||||||
Percentage of cash purchase prices equal to outstanding principal amount | 105.00% |