Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 16, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | WaferGen Bio-systems, Inc. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | -19 | ||
Entity Common Stock, Shares Outstanding | 5,659,768 | ||
Entity Public Float | $11,270,838 | ||
Amendment Flag | FALSE | ||
Entity Central Index Key | 1368993 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and cash equivalents | $14,732,107 | $10,708,646 |
Accounts receivable | 1,481,250 | 367,266 |
Inventories, net | 812,778 | 292,650 |
Prepaid expenses and other current assets | 379,543 | 350,540 |
Total current assets | 17,405,678 | 11,719,102 |
Property and equipment, net | 869,304 | 269,618 |
Goodwill | 990,000 | |
Intangible assets, net | 1,362,100 | |
Other assets | 79,898 | 42,209 |
Total assets | 20,706,980 | 12,030,929 |
Current liabilities: | ||
Accounts payable | 1,494,208 | 980,887 |
Accrued payroll and related costs | 1,379,449 | 289,053 |
Other accrued expenses | 831,561 | 1,143,335 |
Current portion of long-term debt | 116,571 | |
Total current liabilities | 3,821,789 | 2,413,275 |
Long-term debt, net of discount and current portion | 2,235,671 | 1,683,942 |
Derivative liabilities | 126,168 | 9,147,507 |
Other liabilities | 443,482 | |
Total liabilities | 6,627,110 | 13,244,724 |
Commitments and contingencies (Notes 7 and 17) | ||
Stockholders’ equity (deficit): | ||
Preferred Stock: $0.001 par value; 10,000,000 shares authorized; 0 and 2,944.7080 shares of Series 1 Convertible Preferred Stock issued and outstanding at December 31, 2014 and 2013 | 13,595,662 | |
Common Stock: $0.001 par value; 300,000,000 shares authorized; 5,884,768 and 911,256 shares issued and outstanding at December 31, 2014 and 2013 | 105,610,902 | 66,028,712 |
Accumulated deficit | -91,531,032 | -80,838,169 |
Total stockholders’ equity (deficit) | 14,079,870 | -1,213,795 |
Total liabilities and stockholders’ equity (deficit) | $20,706,980 | $12,030,929 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred Stock par value (in Dollars per share) | $0.00 | $0.00 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Common Stock par value (in Dollars per share) | $0.00 | $0.00 |
Common Stock, shares authorized | 300,000,000 | 300,000,000 |
Common Stock, shares issued | 5,884,768 | 911,256 |
Common Stock, shares outstanding | 5,884,768 | 911,256 |
Series 1 Convertible Preferred Stock [Member] | ||
Preferred Stock, share issued | 0 | 2,944.71 |
Preferred Stock, shares outstanding | 0 | 2,944.71 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue: | ||
Product | $5,501,342 | $846,414 |
License and royalty | 500,000 | 458,333 |
Total revenue | 6,001,342 | 1,304,747 |
Cost of revenue | 2,572,399 | 574,195 |
Gross profit | 3,428,943 | 730,552 |
Operating expenses: | ||
Sales and marketing | 4,739,789 | 2,240,116 |
Research and development | 6,716,689 | 5,399,775 |
General and administrative | 4,422,180 | 3,013,104 |
Total operating expenses | 15,878,658 | 10,652,995 |
Operating loss | -12,449,715 | -9,922,443 |
Other income and (expenses): | ||
Interest expense, net | -503,044 | -2,877,627 |
Contingent earn-out adjustment | 229,300 | |
Gain (loss) on revaluation of derivative liabilities, net | 2,200,200 | -506,195 |
Gain on settlement of derivative liability | 1,012,351 | |
Loss on extinguishment of debt | -128,546 | -4,970,410 |
Issuance of warrants due to organic change | -2,553,318 | |
Gain on liquidation of subsidiary | 3,386,297 | |
Miscellaneous income (expense) | -37,958 | 171,414 |
Total other income and (expenses) | 1,759,952 | -6,337,488 |
Net loss before provision for income taxes | -10,689,763 | -16,259,931 |
Provision for income taxes | 3,100 | 6,341 |
Net loss | -10,692,863 | -16,266,272 |
Accretion on Series 1 convertible preferred stock associated with beneficial conversion feature | -898,623 | |
Series A-1 preferred dividend | -547,171 | |
Net loss attributable to common stockholders | -10,692,863 | -17,712,066 |
Net loss per share - basic and diluted (in Dollars per share) | ($4.17) | ($58.16) |
Shares used to compute net loss per share - basic and diluted (in Shares) | 2,567,063 | 304,527 |
Comprehensive Loss: | ||
Net loss | -10,692,863 | -16,266,272 |
Foreign currency translation adjustments | -201,975 | |
Total comprehensive loss | ($10,692,863) | ($16,468,247) |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (Deficit) (USD $) | Series C Preferred Stock [Member] | Series A-1 Preferred Stock [Member] | Series 1 Convertible Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||
Balances at Dec. 31, 2012 | $4,993,728 | $9,838,569 | $49,934,027 | ($64,571,897) | $204,629 | $399,056 | ||
Balances (in Shares) at Dec. 31, 2012 | 3,233,734 | 2,937,500 | 41,937 | |||||
Share round-ups in reverse stock split (in Shares) | 70 | |||||||
Exchange of Series A-1 Convertible Preferred Stock, convertible promissory notes and warrants for common stock, Series 1 Convertible Preferred Stock and warrants | 5,188,175 | 5,150,712 | 10,338,887 | |||||
Exchange of Series A-1 Convertible Preferred Stock, convertible promissory notes and warrants for common stock, Series 1 Convertible Preferred Stock and warrants (in Shares) | -2,937,500 | 2,987.02 | 106,732 | |||||
Issuance of common stock, Series 1 Convertible Preferred Stock and warrants for cash, net of offering costs | 1,746,989 | 7,220,102 | 8,967,091 | |||||
Issuance of common stock, Series 1 Convertible Preferred Stock and warrants for cash, net of offering costs (in Shares) | 646.0351 | 589,375 | ||||||
Redemption of Series B convertible preference shares of subsidiary | 1,123,200 | 1,123,200 | ||||||
Conversion of Series 1 Convertible Preferred Stock into common stock | -3,178,071 | 3,178,071 | ||||||
Conversion of Series 1 Convertible Preferred Stock into common stock (in Shares) | -688.3439 | 173,142 | ||||||
Extinguishment of Series C convertible preference shares and accumulated other comprehensive income on liquidation of subsidiary | -4,993,728 | -2,654 | -4,996,382 | |||||
Extinguishment of Series C convertible preference shares and accumulated other comprehensive income on liquidation of subsidiary (in Shares) | -3,233,734 | |||||||
Accretion on Series 1 Convertible Preferred Stock associated with beneficial conversion feature | -898,623 | -898,623 | ||||||
Stock-based compensation | 321,223 | 321,223 | ||||||
Net loss | -16,266,272 | -16,266,272 | ||||||
Translation adjustment | -201,975 | -201,975 | ||||||
Balances at Dec. 31, 2013 | 13,595,662 | 66,028,712 | -80,838,169 | -1,213,795 | ||||
Balances (in Shares) at Dec. 31, 2013 | 2,944.71 | 911,256 | ||||||
Share round-ups in reverse stock split (in Shares) | 573 | |||||||
Issuance of common stock, Series 1 Convertible Preferred Stock and warrants for cash, net of offering costs | 17,575,915 | 17,575,915 | ||||||
Issuance of common stock, Series 1 Convertible Preferred Stock and warrants for cash, net of offering costs (in Shares) | 4,000,000 | |||||||
Issuance of warrants to underwriters | 395,766 | 395,766 | ||||||
Conversion of Series 1 Convertible Preferred Stock into common stock | -13,595,662 | 13,595,662 | ||||||
Conversion of Series 1 Convertible Preferred Stock into common stock (in Shares) | -2,944.71 | 740,695 | ||||||
Reclassification of warrants following change of terms to remove cash settlement provision | 6,821,139 | 6,821,139 | ||||||
Restricted stock units issued for services, net of forfeitures | ||||||||
Restricted stock units issued for services, net of forfeitures (in Shares) | 231,412 | |||||||
Stock-based compensation | 1,193,708 | 1,193,708 | ||||||
Stock-based compensation (in Shares) | 832 | |||||||
Net loss | -10,692,863 | -10,692,863 | ||||||
Balances at Dec. 31, 2014 | $105,610,902 | ($91,531,032) | $14,079,870 | |||||
Balances (in Shares) at Dec. 31, 2014 | 5,884,768 |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholders' Equity (Deficit) (Parentheticals) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Issuance of common stock, Series 1 Convertible Preferred Stock and warrants for cash, allocated offering cost | $2,424,091 | $2,791,359 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | ||
Net loss | ($10,692,863) | ($16,266,272) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 821,776 | 692,489 |
Stock-based compensation | 1,193,708 | 321,223 |
(Gain) loss on revaluation of derivative liabilities, net | -2,200,200 | 506,195 |
Gain on settlement of derivative liability | -1,012,351 | |
Interest converted to principal on long-term debt | 68,219 | 547,866 |
Provision for excess and obsolete inventory | -840,544 | -77,568 |
Amortization of debt discount | 333,947 | 2,121,593 |
Loss on extinguishment of debt | 128,546 | 4,970,410 |
Issuance of warrants due to organic change | 2,553,318 | |
Gain on liquidation of subsidiary | -3,386,297 | |
Change in operating assets and liabilities: | ||
Accounts receivable | -1,113,984 | -60,921 |
Inventories | 819,261 | 280,404 |
Prepaid expenses and other assets | -66,692 | -51,532 |
Accounts payable | 513,321 | 506,464 |
Accrued payroll and related costs | 1,026,396 | 52,535 |
Other accrued expenses | -278,292 | 81,230 |
Net cash used in operating activities | -10,287,401 | -8,221,214 |
Cash flows from investing activities: | ||
Purchase of property and equipment | -334,592 | -91,545 |
Acquisition of business | -2,000,000 | |
Cash of former subsidiary transferred to liquidator | -433,411 | |
Net cash used in investing activities | -2,334,592 | -524,956 |
Cash flows from financing activities: | ||
Net proceeds from issuance of common stock and warrants (and Series 1 Convertible Preferred Stock in 2013 only) | 17,971,681 | 13,393,162 |
Repayment of capital lease obligations | -8,008 | |
Repayment of promissory note | -1,318,219 | |
Purchase of Series B convertible preference shares of former subsidiary | -70,000 | |
Net cash provided by financing activities | 16,645,454 | 13,323,162 |
Effect of exchange rates on cash | -197,099 | |
Net increase in cash and cash equivalents | 4,023,461 | 4,379,893 |
Cash and cash equivalents at beginning of the period | 10,708,646 | 6,328,753 |
Cash and cash equivalents at end of the period | 14,732,107 | 10,708,646 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 70,796 | 4,341 |
Cash paid for income taxes | 3,100 | 28,559 |
Cash (received) for income taxes | -1,051 | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Property and equipment acquired with capital leases | 363,815 | |
Warrant derivative liabilities transferred to equity on waiver of potential cash settlement provisions | 6,821,139 | |
Inventory transferred to property and equipment | 107,155 | |
Issuance of promissory note, net of debt discount, in business acquisition | 1,100,000 | |
Initial valuation of revenue earn-out contingency in business acquisition | 410,000 | |
Exchange of convertible promissory notes for common stock and Series 1 convertible preferred stock | 6,035,360 | |
Exchange of Series A-1 convertible preferred stock for common stock and Series 1 convertible preferred stock | 9,838,569 | |
Issuance of warrants to underwriters and placement agents | 395,766 | 1,147,021 |
Accretion on Series 1 convertible preferred stock associated with beneficial conversion feature | 898,623 | |
Issuance of long-term debt, net of debt discount, upon liquidation of subsidiary | 1,656,684 | |
Extinguishment of Series C convertible preference shares upon liquidation of subsidiary | $4,993,728 |
The_Company
The Company | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure Text Block [Abstract] | |||||||||||||
Nature of Operations [Text Block] | NOTE 1. The Company | ||||||||||||
General. WaferGen Bio-systems, Inc. and its subsidiaries (the “Company”) are engaged in the development, manufacture and sale of systems used for gene expression quantification, genotyping and stem cell research. The Company’s products are aimed at researchers who perform genetic analysis, primarily at pharmaceutical and biotech companies, academic and private research centers and diagnostics companies involved in biomarker discovery and genetic research. Through the SmartChip and Apollo product lines, the Company plans to provide new performance standards with significant savings in time and cost for professionals in the field of gene expression research and to facilitate biomarker discovery, toxicology, and clinical research. | |||||||||||||
Wafergen, Inc. was incorporated in the State of Delaware on October 22, 2002, and was acquired by WaferGen Bio-systems, Inc. in a reverse merger on May 31, 2007. | |||||||||||||
On January 24, 2008, the Company formed a subsidiary, WaferGen Biosystems (M) Sdn. Bhd. (“WGBM”), in Malaysia. Prior to WGBM’s liquidation on November 26, 2013, the Company owned 100% of the common stock and 17.2% (comprising shares that had been assumed by the Company) of the preference shares of this entity, with the remaining preference shares owned by Malaysian Technology Development Corporation Sdn. Bhd. (“MTDC”). See Notes 7 and 8 below. | |||||||||||||
On August 30, 2011, the Company formed a wholly owned subsidiary in Luxembourg, WaferGen Biosystems Europe S.a.r.l., to establish a presence for its marketing and research activities in Europe. | |||||||||||||
On August 27, 2013, the Company effected a reverse stock split of its common stock by a ratio of one-for-99.39 (the “2013 Reverse Split”). Every 99.39 outstanding shares of common stock became one share of common stock. No fractional shares were issued in connection with the 2013 Reverse Split. Stockholders who were otherwise entitled to receive a fractional share of common stock received one whole share of common stock. The 2013 Reverse Split did not change the number of shares of common or preferred stock that the Company is authorized to issue, or the par value of the Company’s common or preferred stock. | |||||||||||||
On June 30, 2014, the Company effected a reverse stock split of its common stock by a ratio of one-for-ten (the “2014 Reverse Split”). Every ten outstanding shares of common stock became one share of common stock. No fractional shares were issued in connection with the 2014 Reverse Split. Stockholders who were otherwise entitled to receive a fractional share of common stock received one whole share of common stock. The 2014 Reverse Split did not change the number of shares of common or preferred stock that the Company is authorized to issue, or the par value of the Company’s common or preferred stock. | |||||||||||||
The 2013 Reverse Split and 2014 Reverse Split resulted in a proportionate adjustment to the per share exercise price and the number of shares of common stock issuable upon the exercise of outstanding warrants and stock options, as well as the number of shares of common stock eligible for issuance under the 2008 Stock Incentive Plan. All of the information in these financial statements has been presented to reflect the combined impact of the 2013 Reverse Split and the 2014 Reverse Split on a retroactive basis. | |||||||||||||
On August 27, 2013, the Company entered into an exchange agreement (the “Exchange Agreement”) with investors who, in May 2011, purchased (i) certain shares of Series A-1 Convertible Preferred Stock, par value $0.001 per share, (ii) certain convertible promissory notes (“CPNs”) convertible into shares of Series A-2 Convertible Preferred Stock, par value $0.001 per share, and (iii) certain warrants (the “2011 Warrants” and together with the Series A-1 Convertible Preferred Stock and the CPNs, the “2011 Securities”) to purchase shares of common stock. Pursuant to the Exchange Agreement, these investors agreed to exchange all their 2011 Securities for shares of the Company’s common stock, shares of newly designated Series 1 Convertible Preferred Stock, par value $0.001 per share, and warrants to purchase shares of common stock (the “2013 Exchange”). In the aggregate, the Company exchanged Series A-1 Convertible Preferred Stock with a liquidation preference of $17,081,913, CPNs with a principal amount of $17,084,894 and 2011 Warrants exercisable for 56,518 shares of common stock for 2,987.0168 shares of Series 1 Convertible Preferred Stock, 106,732 shares of our common stock and warrants exercisable for 236,900 shares of common stock. These warrants are exercisable at any time before August 27, 2018, at an exercise price of $26.00 per share, with cashless exercise permitted. | |||||||||||||
The Company employed an Option Pricing Model to determine the relative fair values of securities surrendered in the 2013 Exchange, using a stock price of $20.00 and assumptions including estimated volatility of 84.26%, a risk-free interest rate of 1.16%, a zero dividend rate and an estimated remaining term of 4.00 years. The relative fair value assigned to the CPNs was $10,422,956. The excess of this amount over the net carrying amount of the liabilities relating to CPNs of $5,452,546 on the exchange date was recorded as loss on extinguishment of debt of $4,970,410 within other income and expenses. The balance related to Series A-1 Convertible Preferred Stock was transferred to additional paid-in capital within stockholders’ equity. The exchange of warrants is further described in Note 11. | |||||||||||||
On August 27, 2013 and September 30, 2013, the Company completed a private placement offering (the “2013 Private Placement”) with certain accredited investors for the sale of units at $50,000 per unit (“Unit”). Each Unit consisted of (1) either 2,500 shares of our common stock or 9.9390 shares of the Series 1 Convertible Preferred Stock and (2) warrants to purchase 1,250 shares of common stock. At the initial closing of the offering on August 27, 2013, the Company received gross proceeds of $13,668,500 and issued a total of 520,925 shares of common stock, 646.0351 shares of Series 1 Convertible Preferred Stock (convertible into a total of 162,500 shares of common stock) and 341,713 warrants. At the second and final closing of the offering on September 30, 2013, the Company received gross proceeds of $1,369,000 and issued a total of 68,450 shares of common stock and 34,225 warrants. | |||||||||||||
In total, the Company sold an aggregate of 589,375 shares of common stock, 646.0351 shares of Series 1 Convertible Preferred Stock and warrants to purchase 375,938 shares of common stock for $26.00 in the 2013 Private Placement, and received aggregate gross proceeds of $15,037,500. The Company incurred issuance costs in connection with the 2013 Private Placement totaling $2,791,359 (including the fair value of unit warrants issued to the placement agent of $1,147,021, as discussed below). The following reflects the allocation of these proceeds to the new securities issued: | |||||||||||||
Security / Account | Allocated Fair Value | Issuance Costs | Final Allocation | ||||||||||
Common stock | $ | 8,508,451 | $ | (2,186,972 | ) | $ | 6,321,479 | ||||||
Series 1 Convertible Preferred Stock | 2,351,376 | (604,387 | ) | 1,746,989 | |||||||||
Warrants | 4,177,673 | — | 4,177,673 | ||||||||||
Total | $ | 15,037,500 | $ | (2,791,359 | ) | $ | 12,246,141 | ||||||
Subject to certain ownership limitations, the warrants are exercisable at any time within five years of the applicable issuance date at an initial exercise price of $26.00 per share with cashless exercise in the event a registration statement covering the resale of the shares of common stock underlying the warrants is not in effect within six months of the issuance of the warrants. According to the warrants’ terms at the time of issuance, a fundamental transaction could have given rise to an obligation of the Company to pay cash to its warrant holders, which prevented them from being accounted for within stockholders’ equity. Accordingly, they were recorded as liabilities on their issuance date and were revalued at each reporting date, with the change in their fair values being recorded as a gain or loss on revaluation within other income and expenses in the statement of operations until such time as their terms were amended (see Note 11). | |||||||||||||
The Company retained a placement agent in connection with the 2013 Private Placement, and pursuant to the terms of a placement agent agreement, the Company paid the placement agent an aggregate fee totaling approximately $1,339,750. In addition, the Company issued the placement agent 23.34 unit warrants at the initial closing and 2.54 unit warrants at the final closing. Each unit warrant entitles the placement agent to purchase a Unit for $50,000 with terms identical to those issued in the 2013 Private Placement, except that the warrants expire on the fifth anniversary of the issuance date of the unit warrant. The fair value of the 23.34 unit warrants issued on August 27, 2013, was estimated to be $1,036,605, using a closing stock price of $20.00 and assumptions including estimated volatility of 84.27%, a risk-free interest rate of 1.16%, a zero dividend rate and an estimated remaining term of 4.00 years. The fair value of the 2.54 unit warrants issued on September 30, 2013, was estimated to be $110,416, using a closing stock price of $19.60 and assumptions including estimated volatility of 85.06%, a risk-free interest rate of 1.01%, a zero dividend rate and an estimated remaining term of 4.00 years. The total estimated fair value of $1,147,021 was included in the 2013 Private Placement offering costs. | |||||||||||||
On January 6, 2014, the Company acquired substantially all of the assets of the product line of IntegenX Inc. (“IntegenX”) used in connection with developing, manufacturing, marketing and selling instruments and reagents relating to library preparation for next generation sequencing (“NGS”), including the Apollo 324™ instrument and the PrepX™ reagents (the “Apollo Business”). See Note 3 below. | |||||||||||||
On August 27, 2014, the Company completed a public offering (the “2014 Public Offering”) of 2,000 Units (the “Units”) for $10,000 per Unit, with each Unit consisting of 2,000 shares of the Company’s common stock and 2,000 warrants to purchase one share of common stock. In aggregate, the Company issued 4,000,000 shares of its common stock (excluding 600,000 shares of common stock sold by certain stockholders to the underwriters) and 4,600,000 warrants to purchase shares of its common stock (inclusive of 600,000 shares of common stock sold by the Company from the full exercise of the overallotment option of warrants granted to the underwriters). Subject to certain ownership limitations, the warrants are exercisable at any time within five years of their issuance date at an exercise price of $5.00 per share. The total gross proceeds from the offering to the Company were $20,000,006. After deducting underwriting discounts, commissions and offering expenses payable by the Company, the aggregate net proceeds received by the Company totaled approximately $18.0 million. | |||||||||||||
The Company retained underwriters in connection with the 2014 Public Offering, and pursuant to the terms of an underwriting agreement, the Company paid the underwriters an aggregate fee totaling approximately $1,675,000. In addition, the Company issued the underwriters 120,000 warrants at the closing of the 2014 Offering, each warrant entitling the holder to purchase one share of common stock for $6.25 at any time within five years of their issuance date. The aggregate fair value of these warrants when they were issued on August 27, 2014, was estimated to be $395,766, using a closing stock price of $4.60 and assumptions including estimated volatility of 108.07%, a risk-free interest rate of 1.48%, a zero dividend rate and an estimated remaining term of 4.50 years. This estimated fair value was recorded in offering costs. | |||||||||||||
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Significant Accounting Policies [Text Block] | NOTE 2. Summary of Significant Accounting Policies | |
Basis of Presentation. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. | ||
Principles of Consolidation. The consolidated financial statements include the financial statements of WaferGen Bio-systems, Inc. and its subsidiaries. All significant transactions and balances between the WaferGen Bio-systems, Inc. and its subsidiaries have been eliminated in consolidation. | ||
Use of Estimates. Preparing financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Actual results and outcomes could differ from these estimates and assumptions. | ||
Cash and Cash Equivalents. The Company considers all highly liquid debt investments with a remaining maturity of three months or less when purchased to be cash and cash equivalents. Cash and cash equivalents that are restricted as to withdrawal or usage under the terms of contractual agreements, if any, are recorded as restricted cash. | ||
Foreign Currencies. Assets and liabilities of non-U.S. subsidiaries for which the local currency is the functional currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average rates of exchange prevailing during each reporting period. Translation adjustments resulting from this process are charged or credited to other comprehensive income (loss). Foreign exchange gains and losses for assets and liabilities of the Company’s non-U.S. subsidiaries for which the functional currency is the U.S. dollar are recorded in miscellaneous income (expense) in the Company’s consolidated statements of operations. | ||
Fair Value of Financial Instruments. The carrying amounts of accounts receivable and accounts payable approximate fair value due to the short-term maturities of these instruments. See also the Company’s accounting policy for “Change in Fair Value of Derivatives.” | ||
Concentration of Credit Risk. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and accounts receivable. The Company places its cash in commercial banks. Accounts in the United States are secured by the Federal Deposit Insurance Corporation. Accounts in Luxembourg are similarly guaranteed. The Company’s total deposits at commercial banks usually exceed the balances insured. The Company generally requires no collateral from its customers. | ||
Accounts Receivable. An allowance for doubtful accounts will be recorded based on a combination of historical experience, aging analysis, and information on specific accounts. Account balances will be written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. | ||
Inventory. Inventory is recorded at the lower of cost (first-in, first-out) or market value. Additionally, the Company evaluates its inventory in terms of excess and obsolete exposures and records provisions as needed. | ||
Goodwill and Other Intangible Assets. Goodwill is tested for impairment on an annual basis in the fourth quarter and between annual tests if events occur or circumstances indicate that the carrying amount of goodwill may not be recoverable. Impairment losses, if any, are recorded in the Statement of Operations as “Impairment of goodwill.” | ||
Long-lived intangibles are carried at cost less accumulated amortization and are subject to review for impairment when events or circumstances indicate that the carrying value may not be recoverable (See also the Company’s accounting policy for “Impairment of Long-Lived Assets.”) Amortization is recognized over the estimated useful life of the respective asset on a straight-line basis except for customer lists, which are amortized in proportion to the present value of projected cash flows within their estimated useful lives, since this methodology more closely reflects the pattern in which economic benefits are derived. | ||
Property and Equipment. Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets as follows: | ||
Equipment | 3 to 5 years | |
Tools and molds | 3 years | |
Leasehold improvements | 3 to 5 years, or remaining lease term if shorter | |
Furniture and fixtures | 5 years | |
Costs of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operating expenses. | ||
Advertising Costs. Advertising costs of nil were expensed as incurred in the years ended December 31, 2014 and 2013. | ||
Deferred Financing Costs. Costs incurred in connection with the issuance of debt are capitalized and amortized as interest expense using the effective interest method. The unamortized amounts are included in other assets. | ||
Impairment of Long-Lived Assets. The Company continually evaluates whether events and circumstances have occurred that indicate the remaining estimated useful life of long-lived assets may warrant revision or that the remaining balance of long-lived assets may not be recoverable. When factors indicate that long-lived assets should be evaluated for possible impairment, the Company uses an estimate of the related undiscounted future cash flows over the remaining life of the long-lived assets in measuring whether they are recoverable. If the estimated undiscounted future cash flows do not exceed the carrying value of the asset, a loss is recorded as the excess of the asset’s carrying value over its fair value. No assets were determined to be impaired in 2014 and 2013. | ||
Income Taxes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enactment date. Accounting for deferred tax represents the best estimate of the likely future tax consequences of events that have been recognized in the Company’s consolidated financial statements and tax returns and their future probability. A valuation allowance is recorded for loss carry-forwards and other deferred tax assets where it is more likely than not that such loss carry-forwards and deferred tax assets will not be realized. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes. | ||
Governmental Subsidies. Incentives received from governments in the form of grants are recorded as a reduction in expense in accordance with their purpose. Grants awarded for the purpose of matching specified expenditures are not recognized until a definitive agreement has been signed by both parties; thereafter income is recognized to the extent that the related expenses have been incurred. The Company recognized governmental subsidies of $559,442 and $311,079 in the years ended December 31, 2014 and 2013, respectively, which were offset against operating expenses in the statement of operations. | ||
Revenue Recognition. The Company recognizes revenue when (i) delivery of product has occurred or services have been rendered, (ii) there is persuasive evidence of a sale arrangement, (iii) selling prices are fixed or determinable, and (iv) collectability from the customers (individual customers and distributors) is reasonably assured. Revenue consists primarily of revenue generated from the sale of the Company’s products. Revenue is recorded when the risk and rewards of ownership are transferred to the Company’s customers (individual customers and distributors). This generally occurs when the Company’s products are shipped from its facility as title has passed. Revenue is recorded net of estimated cash discounts. The Company estimates and accrues an allowance for sales returns at the time the product is sold. To date, sales returns have not been material. Distributors have a fourteen day inspection period however this period is not an acceptance provision that purports to be a trial or evaluation purpose, is not an acceptance provision that grants a right of return or exchange on the basis of subjective matters, and is not an acceptance provision based on customer-specific objective criteria. The fourteen day inspection period is an acceptance provision that is based on seller-specified objective criteria. | ||
Revenue from multi-deliverable arrangements is recognized for each element on delivery of product or completion of service. A typical multi-deliverable arrangement would be the shipment of capital equipment to a customer, followed by the delivery of services or of expendable equipment, provided such delivery is both probable and substantially within the Company’s control. Revenue for each deliverable is allocated based on full list selling prices, although if none of the deliverables is disproportionately discounted relative to the overall discount, this allocation is approximated by using the actual selling price of each deliverable to the customer. The actual cost of revenue for each deliverable is recognized when the revenue for that deliverable is recognized. | ||
Stock-Based Compensation. The Company measures the fair value of all stock-based awards to employees, including stock options, on the grant date and records the fair value of these awards, net of estimated forfeitures, to compensation expense over the service period. The fair value of awards to consultants is measured on the dates on which performance of services is completed, with interim valuations recorded at balance sheet dates while performance is in progress. The fair value of options is estimated using the Black-Scholes valuation model, and the fair value of restricted stock is based on the Company’s closing share price on the measurement date. | ||
Change in Fair Value of Derivatives. The Company recognizes (or recognized until the time of their settlement) its warrants with certain cash settlement provisions or with certain anti-dilution protection, the redemption option of the Series A convertible preference shares of its Malaysian subsidiary, and the conversion element of its convertible promissory notes and of the Series B convertible preference shares of its Malaysian subsidiary as derivative liabilities. Such liabilities are valued when the financial instruments are initially issued or the derivative first requires recognition and are also revalued at each reporting date, with the change in their respective fair values being recorded as a gain or loss on revaluation within other income and expenses in the statement of operations. The Company determines the fair value of those warrants for which no anti-dilution adjustment is projected prior to the expiration date using the Black-Scholes valuation model, and all other derivative liabilities using a Monte Carlo Simulation approach, with key input variables provided by management. | ||
Warranty Reserve. The Company’s standard warranty agreement is one year from shipment of certain products. The Company accrues for anticipated warranty costs upon shipment of these products. The Company’s warranty reserve is based on management’s judgment regarding anticipated rates of warranty claims and associated repair costs, and is updated quarterly. | ||
Research and Development. Research and development costs are charged to operations as incurred. | ||
Other Comprehensive Income. Other comprehensive income has arisen solely due to the cumulative translation adjustments ensuing from the Company’s accounting policy for foreign currencies. | ||
Net Income (Loss) Per Share. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding plus common share equivalents from conversion of dilutive stock options, warrants, and restricted stock using the treasury method, and convertible securities using the as-converted method, except when antidilutive. In the event of a net loss, the effects of all potentially dilutive shares are excluded from the diluted net loss per share calculation as their inclusion would be antidilutive. | ||
Reclassification. Certain reclassifications have been made to prior periods’ data to conform to the current presentation. These reclassifications had no effect on reported net losses. | ||
Recent Accounting Pronouncements. | ||
In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”). ASU 2014-08 clarifies the circumstances under which discontinued operations should be reported and increases the disclosure requirements. ASU 2014-08 is effective for annual periods beginning after December 15, 2014, and interim periods within those years, and became effective for the Company on January 1, 2015. The adoption of this standard did not have a material impact on the Company’s consolidated financial condition or results of operations. | ||
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 will replace most of the existing revenue recognition guidance within U.S. GAAP. The core principle of this guidance is that an entity should recognize revenue for the transfer of goods or services to customers in an amount that it expects to be entitled to receive for those goods or services. In doing so, companies will be required to make certain judgments and estimates, including identifying contract performance obligations, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price among separate performance obligations. Further, ASU 2014-09 will require companies to make additional disclosures. ASU 2014-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those years, and will become effective for the Company beginning on January 1, 2017, with early adoption not permitted. ASU 2014-09 allows for two methods of adoption, a full retrospective method or a modified retrospective approach with the cumulative effect recognized at the date of initial application. The Company is in the process of determining the method of adoption and its impact on the Company’s consolidated financial condition and results of operations. | ||
In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 201415 will add guidance to U.S. GAAP that is presently available only in auditing standards, and provide clarification of such guidance. Further, an assessment of going concern will be required at each interim reporting period (in addition to the existing auditing guideline of an annual assessment), and will require a look-forward period of one year from the date of issuance (as opposed to the existing auditing guideline of one year from the balance sheet date). ASU 2014-15 is effective for annual periods ending after December 15, 2016, with early adoption permitted, and will become effective for the Company for the year ending December 31, 2016, and for each interim period thereafter. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial condition or results of operations. | ||
In January 2015, the FASB issued ASU 2015-01, “Income Statement – Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items” (“ASU 2015-01”). Under ASU 2015-01, items which are both unusual in nature and infrequent in occurrence will be reported as a separate line item in the Statement of Operations in accordance with the guidance that is already in place for unusual items (those items that are either unusual in nature or infrequent in occurrence). ASU 2015-01 is effective for annual periods beginning after December 15, 2015, with early adoption permitted. The Company has adopted this standard effective January 1, 2014, and its adoption had no impact on the Company’s consolidated financial condition or results of operations. | ||
In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis” (“ASU 2015-02”). Under ASU 2015-02, the guidelines for determining whether certain legal entities should be consolidated will be amended. ASU 2015-02 is effective for annual periods beginning after December 15, 2015, and interim periods within those years, with early adoption permitted. The Company has adopted this standard effective January 1, 2014, and its adoption had no impact on the Company’s consolidated financial condition or results of operations. | ||
Acquisitions
Acquisitions | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Business Combinations [Abstract] | |||||||||
Business Combination Disclosure [Text Block] | NOTE 3. Acquisitions | ||||||||
On January 6, 2014, the Company acquired the Apollo Business (see Note 1). Since that date the results of its operations have been included in the consolidated financial statements. As a result of the acquisition, the Company can now offer a wide spectrum of products for sample preparation for NGS to laboratories performing targeted sequencing. The Company expects to achieve significant synergies, especially in its sales and marketing efforts, since the SmartChip and Apollo products and services serve the same customer base. | |||||||||
The total purchase price for the Apollo Business is summarized as follows: | |||||||||
Cash | $ | 2,000,000 | |||||||
Promissory note (see Note 7) | 1,100,000 | ||||||||
Contingent earn-out payments | 410,000 | ||||||||
Total | $ | 3,510,000 | |||||||
The contingent consideration arrangement requires the Company to pay IntegenX a percentage of revenues, on a sliding scale up to 20%, should certain revenue targets be achieved in 2014, 2015 and 2016. We estimated the fair value of the contingent consideration using a probability-weighted discounted cash flow model based on key assumptions including annual revenues ranging from $4.0 million to $9.9 million and a discount rate of 14%. This is measured as a Level 3 fair value liability (see Note 13). | |||||||||
In connection with the Apollo Business acquisition, the Company allocated the total purchase consideration to the net assets and liabilities acquired, including identifiable intangible assets, based on their respective fair values at the acquisition date. | |||||||||
The following table summarizes the allocation of the purchase price to the fair value of the respective assets and liabilities acquired: | |||||||||
Inventory | $ | 606,000 | |||||||
Property and equipment | 118,000 | ||||||||
Intangible assets: | |||||||||
Customer lists and trademarks | 1,500,000 | ||||||||
Purchased technology | 360,000 | ||||||||
Goodwill (1) | 990,000 | ||||||||
Total assets | 3,574,000 | ||||||||
Liabilities – accrued vacation | (64,000 | ) | |||||||
Total purchase price | $ | 3,510,000 | |||||||
__________ | |||||||||
-1 | |||||||||
Goodwill, which represents the excess of the purchase price over the fair value of tangible and identified intangible assets acquired, is attributable primarily to expected synergies and the assembled workforce. All of the goodwill is expected to be deductible for income tax purposes except to the extent that it arose due to an over-estimate of contingent earn-out payments. | |||||||||
In addition, the Company incurred and expensed costs directly related to this acquisition totaling approximately $140,000, of which $95,000 and $45,000 was incurred in the years ended December 31, 2014 and 2013, respectively, and is included in general and administrative expenses in the consolidated statement of operations. | |||||||||
Selected amounts related to the Apollo Business included in the Company’s consolidated statement of operations for the year ended December 31, 2014, are as follows: | |||||||||
Revenue | $ | 2,121,696 | |||||||
Net loss | $ | (2,499,000 | ) | ||||||
The unaudited pro forma information in the table below summarizes the combined results of operations of WaferGen Bio-systems, Inc. and subsidiaries with those of the Apollo Business as though these entities were combined as of January 1, 2013. The results of the Apollo Business for the year ended December 31, 2013, are based on the actual historic Abbreviated Financial Statements prepared for the year ended December 31, 2013, and for the year ended December 31, 2014, are based on the Company’s results of operations, adjusted for estimated operating expenses in the five days prior to the acquisition. The pro forma financial information for all periods presented also includes the removal of direct acquisition-related costs, the additional charges for interest expense on acquisition-related borrowing, and the actual depreciation and amortization that would have been charged assuming the fair value adjustments to property and equipment and intangible assets had been applied as of January 1, 2013. This unaudited pro forma information is summarized as follows: | |||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Total revenue | $ | 6,001,342 | $ | 4,245,586 | |||||
Net loss | $ | (10,491,119 | ) | $ | (17,593,069 | ) | |||
Net loss per share - basic and diluted | $ | (4.09 | ) | $ | (62.52 | ) | |||
The pro forma financial information as presented above is for informational purposes only and is not indicative of the consolidated results of operations of future periods or the results of operations that would have been achieved had the acquisition had taken place on January 1, 2013. | |||||||||
Inventories
Inventories | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Inventory Disclosure [Text Block] | NOTE 4. Inventories | ||||||||
Inventories, net of provisions for potentially excess, obsolete or impaired goods, consisted of the following at December 31, 2014 and 2013: | |||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Raw materials | $ | 54,620 | $ | 125,068 | |||||
Work in process | 250,935 | 46,974 | |||||||
Finished goods | 507,223 | 120,608 | |||||||
Inventories, net | $ | 812,778 | $ | 292,650 | |||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment Disclosure [Text Block] | NOTE 5. Property and Equipment | ||||||||
Property and equipment consisted of the following at December 31, 2014 and 2013: | |||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Equipment | $ | 3,080,849 | $ | 2,161,715 | |||||
Tools and molds | 11,543 | 11,543 | |||||||
Leasehold improvements | 85,711 | 82,848 | |||||||
Furniture and fixtures | 95,083 | 93,518 | |||||||
Total property and equipment | 3,273,186 | 2,349,624 | |||||||
Less accumulated depreciation and amortization | (2,403,882 | ) | (2,080,006 | ) | |||||
Property and equipment, net | $ | 869,304 | $ | 269,618 | |||||
Depreciation and amortization expense related to property and equipment totaled $323,876 and $692,489 for the years ended December 31, 2014 and 2013, respectively. Equipment includes the following amounts under leases at December 31, 2014 and 2013: | |||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Cost | $ | 455,162 | $ | — | |||||
Accumulated depreciation | — | — | |||||||
Total | $ | 455,162 | $ | — | |||||
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 6. Goodwill and Other Intangible Assets | ||||||||||||
Changes in the carrying amount of goodwill in the year ended December 31, 2014, were as follows: | |||||||||||||
Balance at January 1, 2014 | $ | — | |||||||||||
Additions (see Note 3) | 990,000 | ||||||||||||
Balance at December 31, 2014 | $ | 990,000 | |||||||||||
Other intangible assets as of December 31, 2014, consist of: | |||||||||||||
Gross | Net | ||||||||||||
Carrying | Accumulated | Intangible | |||||||||||
Amount | Amortization | Assets | |||||||||||
Purchased technology | $ | 360,000 | $ | 100,000 | $ | 260,000 | |||||||
Customer lists and trademarks | 1,500,000 | 397,900 | 1,102,100 | ||||||||||
Total as of December 31, 2014 | $ | 1,860,000 | $ | 497,900 | $ | 1,362,100 | |||||||
The estimated future amortization expenses by fiscal year are as follows: | |||||||||||||
Year ending December 31, | |||||||||||||
2015 | $ | 449,900 | |||||||||||
2016 | 421,000 | ||||||||||||
2017 | 313,900 | ||||||||||||
2018 | 148,500 | ||||||||||||
2019 | 28,800 | ||||||||||||
Total amortization | $ | 1,362,100 | |||||||||||
Intangible asset amortization expense for the years ended December 31, 2014 and 2013, was $497,900 and nil, respectively. | |||||||||||||
Long_Term_Obligations
Long Term Obligations | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Disclosure Text Block [Abstract] | |||||||||
Long-term Debt [Text Block] | NOTE 7. Long Term Obligations | ||||||||
On May 27, 2011, the Company sold convertible promissory notes (“CPNs”) in the aggregate principal amount of $15,275,000, convertible into an aggregate of approximately 2,679,824 shares of Series A-2 Convertible Preferred Stock (see Note 9) at a price of $5.70 per share, with each 99.39 shares being convertible into one share of common stock. The CPNs were sold along with Series A-1 Convertible Preferred Stock and warrants for aggregate gross proceeds of $30,550,000, which after deducting issuance costs of $2,524,963 left net proceeds of $28,025,037. Interest on the CPNs accrued at a rate of 5% per annum, and could either be paid on the last day of each fiscal quarter, or added to the principal amount of the notes, at the Company’s option. | |||||||||
The debt discount related to the debt element of the convertible promissory notes of $14,442,497 was, prior to their exchange for equity securities on August 27, 2013 (the “2013 Exchange”), being amortized as non-cash interest expense using the effective yield method over the 3.5 year contractual term of the CPNs. $832,502 in issuance costs allocated to the CPNs was recorded as a deferred financing cost, which was also being amortized as a non-cash interest expense using the effective yield method over their 3.5 year contractual term. | |||||||||
The Company valued the derivative liability for the conversion element of the CPNs using a Monte Carlo Simulation approach, using assumptions provided by management reflecting conditions at the valuation dates. | |||||||||
The fair value of this derivative liability at December 31, 2012, was estimated to be $274,928. It had diminished to nil by the time of the 2013 Exchange. The decrease in the fair value of this derivative liability of $274,928 during the year ended December 31, 2013, was recorded as a revaluation gain (see Note 13). The Company recorded a loss on early extinguishment of debt of $4,970,410 as a result of the 2013 Exchange (see Note 1). | |||||||||
On August 15, 2013, the Company issued WGBM notes with a face value of $6.6 million, maturing on August 15, 2020 (the “Malaysian Notes”), in consideration of WGBM’s cancellation of the Company’s obligations under a term loan owing to WGBM which, as of that date, had an outstanding loan balance of approximately $5.3 million. Under the terms of an agreement between the Company, WGBM and MTDC (see Notes 1 and 8), upon liquidation of WGBM (which occurred on November 26, 2013), the Malaysian Notes were divided such that the Company received notes with an aggregate principal amount of $1.4 million and MTDC received notes with an aggregate principal amount of $5.2 million (the “MTDC Notes”). | |||||||||
The MTDC Notes were recorded using an effective interest rate of 17.39% and are summarized as follows at December 31, 2014 and 2013: | |||||||||
December 31, 2014 | December 31, 2013 | ||||||||
MTDC Notes Payable: | |||||||||
Face value | $ | 5,200,000 | $ | 5,200,000 | |||||
Debt discount, net of accumulated amortization of $339,751 and 27,258 at December 31, 2014 and 2013, respectively | 3,203,565 | 3,516,058 | |||||||
Notes payable, net of debt discount | $ | 1,996,435 | $ | 1,683,942 | |||||
At any time prior to their maturity date, the Company may issue MTDC shares of the Company’s common stock with a value, based on the average closing price in the preceding 30 days, equal to the face value of the MTDC Notes. Based on an average closing price of $3.4019 in the 30 days preceding December 31, 2014, the MTDC Notes could have been settled by issuing 1,528,558 shares of the Company’s common stock. | |||||||||
As part of the consideration for the Apollo Business (see Notes 1 and 3), the Company issued a $1.25 million secured promissory note to IntegenX (the “IntegenX Note”), due on January 6, 2017 (the “Maturity Date”). The IntegenX Note earned simple interest at 8% per annum over its three year term, payable on the Maturity Date. It was repayable early without premium or penalty at the Company’s option at any time and it had to be repaid within 45 days of the closing of an equity offering yielding the Company net cash proceeds of at least $15,000,000. Such an equity offering closed on August 27, 2014 (see Note 1) and the IntegenX Note was repaid on September 12, 2014. | |||||||||
The IntegenX Note was recorded using an effective interest rate of 11.60% and is summarized as follows at December 31 and January 6, 2014: | |||||||||
December 31, 2014 | January 6, 2014 | ||||||||
IntegenX Notes Payable: | |||||||||
Face value | $ | 1,250,000 | $ | 1,250,000 | |||||
Interest added to principal | 68,219 | — | |||||||
Stated value | 1,318,219 | 1,250,000 | |||||||
Debt discount, net of accumulated amortization of $21,454 and nil at September 12 and January 6, 2014, respectively | 128,546 | 150,000 | |||||||
Notes payable, net of debt discount, prior to repayment | 1,189,673 | 1,100,000 | |||||||
Loss on extinguishment of debt | 128,546 | — | |||||||
Balance repaid to IntegenX | (1,318,219 | ) | — | ||||||
Notes payable, net of debt discount | $ | — | $ | 1,100,000 | |||||
The Company recorded a loss on early extinguishment of debt of $128,546 as a result of the repayment of the IntegenX Note on September 12, 2014. | |||||||||
The Company leases office space for use in its operations under a non-cancellable operating lease that expires in April 2018. The Company also leases equipment under two capital leases that expires in December 2017 and January 2018. | |||||||||
Aggregate future minimum obligations for leases in effect as of December 31, 2014, are as follows: | |||||||||
Operating Leases | Capital Leases | ||||||||
Year ending December 31, | |||||||||
2015 | $ | 438,707 | $ | 129,284 | |||||
2016 | 451,868 | 129,284 | |||||||
2017 | 465,424 | 120,189 | |||||||
2018 | 159,796 | — | |||||||
Total minimum obligations | $ | 1,515,795 | 378,757 | ||||||
Amounts representing interest | (22,950 | ) | |||||||
Present value of future minimum payments | 355,807 | ||||||||
Current portion of long term obligations | (116,571 | ) | |||||||
Long term obligations, less current portion | $ | 239,236 | |||||||
Rent expense totaled $365,665 and $604,558 for the years ended December 31, 2014 and 2013, respectively. | |||||||||
Convertible_Preference_Shares_
Convertible Preference Shares of Subsidiary | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Convertible Preference Shares Of Subsidiary [Abstract] | ||||||||||||||||||||||||
Convertible Preference Shares Of Subsidiary [Text Block] | NOTE 8. Convertible Preference Shares of Subsidiary | |||||||||||||||||||||||
Prior to its dissolution in November 2013, in 2008, the Company’s former Malaysian subsidiary, WGBM, issued Series A Convertible Preference Shares (“CPS”) to MTDC (see Notes 1 and 7), a venture capital and development firm in Malaysia, in a private placement under a Share Subscription and Shareholders’ Agreement dated May 8, 2008, at the U.S. dollar equivalent of $2.25 per share. In 2009 and 2010, WGBM issued Series B CPS to Expedient Equity Ventures Sdn. Bhd. (“EEV”) and Prima Mahawangsa Sdn. Bhd. (“PMSB”), both venture capital and development firms in Malaysia, in a private placement under a Share Subscription Agreement dated April 3, 2009, (“Series B SSA”) at the U.S. dollar equivalent of $2.25 per share. In 2009, WGBM issued Series B CPS to Kumpulan Modal Perdana Sdn. Bhd. (“KMP”), a venture capital and development firm in Malaysia, in a private placement under a Share Subscription Agreement dated July 1, 2009, at the U.S. dollar equivalent of $2.25 per share. | ||||||||||||||||||||||||
In 2010, both EEV and KMP exercised their option (see Paragraph (b) below) to sell to the Company their holdings of 222,222 and 188,057 Series B CPS, respectively, in exchange for shares of the Company’s common stock. In October 2013 the Company purchased PMSB’s 444,444 Series B CPS for $70,000. | ||||||||||||||||||||||||
These transactions, along with the issuance of Series C CPS in 2011 (see below), were summarized as follows immediately prior to the liquidation of WGBM on November 26, 2013: | ||||||||||||||||||||||||
Class | Number | Initial | Issuance | Gross | Issuance | Exchange | Net Cash | Date if | CPS | |||||||||||||||
of CPS | of CPS | Investor | Date | Proceeds | (Costs) | Gain (loss) | Proceeds | Exchanged | Outstanding | |||||||||||||||
Series A | 444,444 | MTDC | 7/18/08 | $ | 1,000,000 | $ | (30,000 | ) | $ | — | $ | 970,000 | — | 444,444 | ||||||||||
Series A | 444,444 | MTDC | 11/27/08 | 1,000,000 | (30,000 | ) | — | 970,000 | — | 444,444 | ||||||||||||||
Series B | 111,111 | EEV | 6/8/09 | 250,000 | (19,393 | ) | (18,029 | ) | 212,578 | 8/17/10 | — | |||||||||||||
Series B | 111,111 | EEV | 3/9/10 | 250,000 | (8,929 | ) | (3,005 | ) | 238,066 | 8/17/10 | — | |||||||||||||
Series B | 222,222 | PMSB | 9/23/09 | 500,000 | (7,500 | ) | — | 492,500 | 10/11/13 | — | ||||||||||||||
Series B | 222,222 | PMSB | 5/13/10 | 500,000 | (5,000 | ) | — | 495,000 | 10/11/13 | — | ||||||||||||||
Series B | 188,057 | KMP | 9/18/09 | 423,128 | (11,319 | ) | — | 411,809 | 9/29/10 | — | ||||||||||||||
Subtotal | 1,743,611 | 3,923,128 | (112,141 | ) | (21,034 | ) | 3,789,953 | 888,888 | ||||||||||||||||
Series C | 3,233,734 | MTDC | 3/10/11 | 5,000,000 | (6,272 | ) | 58,575 | 5,052,303 | — | 3,233,734 | ||||||||||||||
4,977,345 | $ | 8,923,128 | $ | (118,413 | ) | $ | 37,541 | $ | 8,842,256 | 4,122,622 | ||||||||||||||
The holders of Series B CPS had the right to cause the Company to exchange their CPS for common stock of the Company at an exchange rate of US$2,236.30 per share of common stock, provided that if during the 10-day trading period immediately prior to the holder’s exercise notice the average closing price of the Company’s common stock was less than US$2,630.90, then the holder could exchange CPS at an exchange rate equal to 85% of such 10-day average closing price. Since this afforded the holders the right to receive a variable number of shares of the Company’s common stock, this feature was not indexed to the Company’s equity and was therefore accounted for as a derivative liability, with the estimated fair value being calculated at each reporting date using a Monte Carlo Simulation approach, using key input variables provided by management, with changes in fair value recorded as gains or losses on revaluation in non-operating income (expense). | ||||||||||||||||||||||||
On October 11, 2013, the Company purchased the remaining Series B CPS for $70,000. Series B CPS derivative liability fair values at October 11, 2013 and December 31, 2012, were estimated to be $1,082,351 and $1,210,909, respectively, using a closing stock price of $20.00 and $29.82, respectively, and based on the following assumptions: | ||||||||||||||||||||||||
October 11, 2013 | December 31, 2012 | |||||||||||||||||||||||
Risk-free interest rate | 0.07% | 0.16% | ||||||||||||||||||||||
Expected remaining term | 0.48 Years | 1.00 Years | ||||||||||||||||||||||
Expected volatility | 97.39% | 125.53% | ||||||||||||||||||||||
Dividend yield | 0% | 0% | ||||||||||||||||||||||
The net decrease in the fair value of this derivative liability of $128,558 during the period ended October 11, 2013, was recorded as a revaluation gain (see Note 13). The difference between the fair value of the derivative liability and the amount for which it was settled on October 11, 2013, was recorded as a gain on settlement of derivative liability of $1,012,351. | ||||||||||||||||||||||||
The holders of Series A CPS had the right to redeem their shares for cash (or, at the Company’s option, shares of Company common stock at an Applicable Stock Price (“ASP”), calculated as 85% of the average closing price of that stock during the 10-day trading period immediately prior to MTDC’s exercise notice) in the amount originally invested in USD plus a premium of 8%, compounded annually. In addition, the ASP was subject to a ceiling of $1,540.55 and a floor of $99.39. Since this afforded the holders the right to receive a variable number of shares of the Company’s common stock, this feature caused the Series A CPS to not be indexed to the Company’s equity. As a result, the Company recognized this right as an embedded derivative requiring bifurcation and the host instrument (the Series A CPS absent this option) as part of temporary equity. | ||||||||||||||||||||||||
The Series A CPS derivative liability fair values at November 26, 2013, the date on which WGBM was liquidated, and December 31, 2012, were estimated to be $446,602 and $619,652, respectively, using a closing stock price of $20.00 and $29.82, respectively, and based on the following assumptions: | ||||||||||||||||||||||||
November 26, 2013 | December 31, 2012 | |||||||||||||||||||||||
Risk-free interest rate | 0.07% | 0.11% - 0.15% | ||||||||||||||||||||||
Expected remaining term | 0.08 Years | 0.55 - 0.90 Years | ||||||||||||||||||||||
Expected volatility | 175.31% | 123.55 - 127.94% | ||||||||||||||||||||||
Dividend yield | 0% | 0% | ||||||||||||||||||||||
The net decrease in the fair value of this derivative liability of $173,050 during the period ended November 26, 2013, was recorded as a revaluation gain (see Note 13). The fair value of this derivative liability on November 26, 2013, was considered in the determination of the gain on liquidation of subsidiary. | ||||||||||||||||||||||||
On March 10, 2011, WGBM received $5,000,000, less issuance costs totaling $6,272, in exchange for the issuance of 3,233,734 Series C convertible preference shares (“CPS”) to MTDC, in a private placement at the U.S. dollar equivalent of $1.5462 per share, representing the first subscription under a Share Subscription Agreement dated December 14, 2010, (“Series C SSA”) to sell 3,233,734 Series C CPS at an initial closing and, should MTDC so elect within 36 months of the initial closing, to sell 1,077,911 shares of Series C CPS at a subsequent closing at the U.S. dollar equivalent of US$2.3193 per share. MTDC could also elect to convert their Series C CPS into ordinary shares of the subsidiary, WGBM, at any time, at a conversion rate of one ordinary share per 100 CPS. Each 993.9 Series C CPS issued at the initial closing was convertible into one share of the Company on April 3, 2014, and each 993.9 Series C CPS issued at the subsequent closing was convertible into one share of the Company on the anniversary of that closing, but the Series C was convertible at any earlier date following each closing at MTDC’s option. | ||||||||||||||||||||||||
The net sum of $4,993,728 received on issuance of Series C CPS was recorded in stockholders’ equity; this sum was considered in the determination of the gain on liquidation of subsidiary on November 26, 2013. WGBM was authorized to issue 200,000,000 preference shares with a par value of RM0.01. Due to the liquidation of WGBM, no shares remained authorized, issued or outstanding as of December 31, 2014 or 2013. | ||||||||||||||||||||||||
Preferred_Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2014 | |
Disclosure Text Block Supplement [Abstract] | |
Preferred Stock [Text Block] | NOTE 9. Preferred Stock |
The Company has 10,000,000 shares of preferred stock authorized. Effective August 27, 2013, the Company designated 3,663 shares as Series 1 Convertible Preferred Stock. The Series 1 Convertible Preferred Stock has no voting rights, and holders are entitled to a liquidation preference equal to $0.001 per share. Each share of Series 1 Convertible Preferred Stock was convertible into 251.53436 shares of common stock, subject to an ownership cap whereby conversion may not occur to the extent the holder would own more than 9.98% of the common stock following conversion. | |
On August 27, 2013, the Company issued 2,987.0168 shares of Series 1 Convertible Preferred Stock in conjunction with the Exchange Agreement (see Note 1) and sold 646.0351 shares of Series 1 Convertible Preferred Stock in the 2013 Private Placement (see Note 1). The Company recognized a beneficial conversion feature calculated as the number of potential conversion shares multiplied by the excess of the market price of the common stock on the issuance date over the price per conversion share based on the valuation allocated to the Series 1 Convertible Preferred Stock. Since this preferred stock was immediately convertible and not redeemable, this non-contingent beneficial conversion feature of $898,623 was recorded as a one-time accretion expense. As of December 31, 2014, all the 3,633.0519 shares of Series 1 Convertible Preferred Stock have been converted into 913,837 shares of common stock. | |
Effective May 26, 2011, the Company designated 4,500,000 shares as Series A-1 Convertible Preferred Stock and 4,500,000 shares as Series A-2 Convertible Preferred Stock (together, the “Series A Preferred Stock”). Each 99.39 shares of Series A Preferred Stock was convertible into one share of common stock, subject to an ownership cap, and entitled the holder to receive dividends, as, when and if declared by the Company’s Board of Directors, at an annual rate of 5% of the stated value per share of the respective series. Such dividends accrued, compounding quarterly, and accumulated on each share of Series A Preferred Stock from the date of issuance, whether or not declared, until November 27, 2014, when the right to further dividends would cease. The Series A Preferred Stock had no voting rights, and in the event of liquidation ranked senior to common stock. After giving effect to the 2013 Exchange, the Company retired the Series A-1 Preferred Shares that were exchanged for common stock and Series 1 preferred stock and no Series A Preferred Shares remained issued and outstanding and none will be issued in the future. | |
Effective May 27, 2011, the Company sold an aggregate of 2,937,500 shares of Series A-1 Convertible Preferred Stock with a stated value of $5.20 per share. As of August 27, 2013, when all of the outstanding Series A-1 Convertible Preferred Stock was exchanged for common stock and Series 1 Convertible Preferred Stock in conjunction with the Exchange Agreement (see Note 1), $1,806,913 of undeclared dividends had been accrued, of which $547,171 related to the year ended December 31, 2013. | |
Stock_Awards
Stock Awards | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 10. Stock Awards | ||||||||||||||||||||
The Company has awards outstanding under three plans - the 2003 Incentive Stock Plan (the “2003 Plan”), the 2007 Stock Option Plan (the “2007 Plan”) and the 2008 Stock Incentive Plan (the “2008 Plan”) (collectively, the “Plans”). In addition, there are 98,932 inducement options outstanding that were awarded to executive officers on August 27, 2014, not covered by the Plans, with the same standard terms as non-qualified stock options awarded under the 2008 Plan. Under the 2003 Plan and 2007 Plan, incentive stock options, non-qualified stock options, restricted stock and restricted stock units could be granted. Awards vested over varying periods, as specified by the Company’s Board of Directors for each grant, and are exercisable for a maximum period of ten years after date of grant. Both of these plans have been frozen, resulting in no further shares being available for grant. | |||||||||||||||||||||
The Company presently issues most of its awards under the 2008 Plan, initially adopted by the Company’s stockholders on June 5, 2008, and subsequently amended to authorize the issuance of additional shares of the Company’s common stock. This includes amendments adopted by the Company’s stockholders on May 29, 2014, which increased the total number of shares authorized for issuance from 14,589 to 314,589, and on November 17, 2014, which further increased the total number of shares authorized for issuance from 314,589 to 1,214,589. The purpose of the 2008 Plan is to provide an incentive to retain the employment of directors, officers, consultants, advisors and employees of the Company, to attract new personnel whose training, experience and ability are considered valuable, to encourage the sense of proprietorship, and to stimulate the active interest of such persons in the Company’s development and financial success. Under the 2008 Plan, the Company is authorized to issue incentive stock options, non-qualified stock options, restricted stock and restricted stock units. Awards that expire or are canceled generally become available for issuance again under the 2008 Plan. The number of shares of the Company’s common stock available under the 2008 Plan will be subject to adjustment in the event of a stock split, stock dividend or other extraordinary dividend, or other similar change in the Company’s common stock or capital structure. Awards may vest over varying periods, as specified by the Company’s Board of Directors for each grant, and have a maximum term of seven years from the grant date. The 2008 Plan is administered by the Company’s Board of Directors. | |||||||||||||||||||||
The Company has issued both options and restricted stock (including restricted stock units), mostly under the Plans. Restricted stock grants afford the recipient the opportunity to receive shares of common stock, subject to certain terms, whereas options give them the right to purchase common stock at a set price. Both the Company’s options and restricted stock issued to employees generally have vesting restrictions that are eliminated over three or four years, although vesting may be over a shorter period, or may occur on the grant date, depending on the terms of each individual award. | |||||||||||||||||||||
The weighted average grant date fair value of options awarded in the years ended December 31, 2014 and 2013, was $6.33 and $37.25, respectively. These fair values were estimated using the following assumptions (see also Note 13): | |||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Risk-free interest rate | 1.43% - 1.57% | 0.71% - 1.22% | |||||||||||||||||||
Expected term | 4.75 Years | 4.75 Years | |||||||||||||||||||
Expected volatility | 93.89% - 105.79% | 96.73% - 108.14% | |||||||||||||||||||
Dividend yield | 0% | 0% | |||||||||||||||||||
A summary of stock option and restricted stock transactions in the two years ended December 31, 2014, is as follows: | |||||||||||||||||||||
Stock Options | Restricted Stock | ||||||||||||||||||||
Weighted | Weighted | ||||||||||||||||||||
Shares | Number of | Average | Number of | Average | |||||||||||||||||
Available | Options | Exercise | Awards | Grant-Date | |||||||||||||||||
For Grant | Outstanding | Price | Outstanding | Fair Value | |||||||||||||||||
Balance at January 1, 2013 | 2,951 | 11,489 | $ | 416.7 | 6 | $ | 139.15 | ||||||||||||||
Granted | (1,887 | ) | 1,887 | $ | 49.5 | — | $ | — | |||||||||||||
Vested | — | — | $ | — | (6 | ) | $ | 139.15 | |||||||||||||
Forfeited | 1,247 | (1,247 | ) | $ | 106.67 | — | $ | — | |||||||||||||
Canceled | 468 | (776 | ) | $ | 937.83 | — | $ | — | |||||||||||||
Balance at December 31, 2013 | 2,779 | 11,353 | $ | 353.92 | — | $ | — | ||||||||||||||
2008 Plan Amendments | 1,200,000 | — | — | — | $ | — | |||||||||||||||
Granted | (320,970 | ) | 178,490 | $ | 8.79 | 241,412 | $ | 4.8 | |||||||||||||
Vested | — | — | $ | — | (6,412 | ) | $ | 14 | |||||||||||||
Forfeited | 10,604 | (604 | ) | $ | 80.1 | (10,000 | ) | $ | 4.57 | ||||||||||||
Canceled | 1,994 | (2,027 | ) | $ | 204.66 | — | $ | — | |||||||||||||
Balance at December 31, 2014 | 894,407 | 187,212 | $ | 27.35 | 225,000 | $ | 4.54 | ||||||||||||||
The following table summarizes information concerning outstanding options as of December 31, 2014: | |||||||||||||||||||||
Weighted | |||||||||||||||||||||
Average | Weighted | ||||||||||||||||||||
Remaining | Average | Aggregate | |||||||||||||||||||
Number of | Contractual | Exercise | Intrinsic | ||||||||||||||||||
Options | Shares | Life (in Years) | Price | Value | |||||||||||||||||
Outstanding | 187,212 | 6.43 | $ | 27.35 | $ | — | |||||||||||||||
Vested and expected to vest | 171,389 | 6.41 | $ | 29.4 | $ | — | |||||||||||||||
Exercisable | 80,778 | 6.17 | $ | 55.35 | $ | — | |||||||||||||||
The aggregate intrinsic value in the preceding table represents the total pre-tax value (i.e., the difference between the Company’s stock price and the exercise price) of stock options outstanding as of December 31, 2014, based on our common stock closing price of $3.00, which would have been received by the option holders had all their in-the-money options been exercised as of that date. | |||||||||||||||||||||
The grant date fair value of options vested in the years ended December 31, 2014 and 2013, was $899,022 and $396,304, respectively. No options were exercised during the two years ended December 31, 2014. The total fair value of restricted stock vested in the years ended December 31, 2014 and 2013, was $19,236 and $179, respectively. | |||||||||||||||||||||
The amounts expensed for stock-based compensation totaled $1,193,708 and $321,223 for the years ended December 31, 2014 and 2013, respectively. | |||||||||||||||||||||
At December 31, 2014, the total stock-based compensation cost not yet recognized, net of estimated forfeitures, was $1,085,824. This cost is expected to be recognized over an estimated weighted average amortization period of 2.27 years. No amounts related to stock-based compensation costs have been capitalized. The tax benefit and the resulting effect on cash flows from operating and financing activities related to stock-based compensation costs were not recognized as the Company currently provides a full valuation allowance for all of its deferred taxes. | |||||||||||||||||||||
Warrants
Warrants | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Warrants Disclosure [Abstract] | |||||||||
Warrants Disclosure [Text Block] | NOTE 11. Warrants | ||||||||
A summary of outstanding common stock warrants as of December 31, 2014, is as follows: | |||||||||
Securities Into Which | Total Warrants | Warrants Recorded | Exercise | Expiration | |||||
Warrants are Convertible | Outstanding | as Liabilities | Price | Date | |||||
Common stock | 4,600,000 | — | $5.00 | August 2019 | |||||
Common stock | 120,000 | — | $6.25 | August 2019 | |||||
Common stock | 7,698 | 7,698 | $7.59 | January 2015 | |||||
Common stock | 612,838 | 110,527 | $26.00 | August and September 2018 | |||||
Common stock | 96 | — | $1,459.05 | December 2015 | |||||
Common stock | 205 | — | $1,490.85 | July 2015 | |||||
Common stock | 3,019 | — | $1,540.55 | July 2015 | |||||
Common stock | 151 | — | $2,981.70 | November 2015 | |||||
Total | 5,344,007 | 118,225 | |||||||
In addition, there are 25.88 unit warrants outstanding which expire in August and September 2018, 0.35 of which are recorded as liabilities, each entitling the holder to purchase, for $50,000, 2,500 shares of common stock and 1,250 warrants to purchase one share of common stock at an exercise price of $26.00, expiring in August and September 2018 (see Note 1). | |||||||||
The warrants expiring in August 2019 comprise 4,600,000 warrants with an exercise price of $5.00 issued to investors and 120,000 warrants with an exercise price of $6.25 issued to underwriters in the 2014 Public Offering (see Note 1). | |||||||||
The warrants expiring in January 2015 were originally issued in January 2010 with an exercise price of $2,484.75 and entitled the holders thereof to purchase an aggregate of 24 shares. As a result of anti-dilution adjustments with respect to such warrants pursuant to their terms, such warrants, as of December 31, 2014, had an exercise price of $7.59 and entitled the holders thereof to purchase an aggregate of 7,698 shares. | |||||||||
The warrants expiring in August and September 2018 comprise 236,900 warrants issued in the 2013 Exchange and 341,713 and 34,225 issued in the initial and final closing, respectively, of the 2013 Private Placement (see Note 1). | |||||||||
The 236,900 warrants issued in the 2013 Exchange were to directly compensate holders of warrants issued in May 2011. Those warrants included the right to receive consideration for the unexercised portion of the warrant, based on a Black-Scholes model set forth in the warrants, in the event of certain substantial changes in ownership or trading status of the Company. Such a change in ownership occurred on August 27, 2013. The Company recorded a one-time expense of $2,553,318 representing the excess of the fair value of the new warrants over those they replaced. The total fair value of the 236,900 new warrants was estimated to be $2,637,387 utilizing a Black-Scholes model, the exercise price of $26.00, a stock price of $20.00 and assumptions including estimated volatility of 84.26%, risk-free interest rate of 1.16%, a zero dividend rate and expected remaining term of 4.00 years. The total fair value of the 56,518 warrants exchanged was estimated to be $84,069 utilizing a Black-Scholes model, the exercise price of $616.20, a stock price of $20.00 and assumptions including estimated volatility of 119.54%, risk-free interest rate of 0.46%, a zero dividend rate and expected remaining term of 2.20 years. | |||||||||
The Company records warrants and unit warrants with certain anti-dilution protection or certain cash settlement provisions as liabilities, with the estimated fair value of those warrants for which no anti-dilution adjustment is projected prior to the expiration date being calculated using the Black-Scholes valuation model, with all others being calculated using a Monte Carlo Simulation approach, using key input variables provided by management, at each reporting date. Changes in fair value are recorded as gains or losses on revaluation in non-operating income (expense). | |||||||||
On March 31, 2014, the Company amended the terms of 412,933 warrants and 22.54 unit warrants to eliminate certain potential cash settlement provisions such that the liability was settled, having received consent from their holders. The fair value of the securities settled and reclassified as equity on March 31, 2014, was estimated to be $6,109,179. On June 30, 2014, the Company similarly amended the terms of a further 89,378 warrants and 2.99 unit warrants such that the liability was settled, having received consent from their holders after March 31, 2014. The fair value of the securities settled and reclassified as equity on June 30, 2014, was estimated to be $711,960, based on assumptions described below. There were no such reclassifications in the six months ended December 31, 2014. | |||||||||
The aggregate fair value of those warrants and unit warrants accounted for as liabilities as of December 31, 2014 and 2013, was estimated to be $126,168 and $9,147,507, respectively, using a closing stock price of $3.00 and $20.00, respectively, and, other than those warrants with a de minimis value on the valuation date, based on the following assumptions: | |||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Risk-free interest rate | 1.18% - 1.20% | 0.09% - 1.36% | |||||||
Expected remaining term | 3.29 - 3.37 Years | 0.46 - 3.80 Years | |||||||
Expected volatility | 118.75% - 118.93% | 95.39% - 118.65% | |||||||
Dividend yield | 0% | 0% | |||||||
The aggregate fair value of such warrants at December 31, 2012, was estimated to be $102,695, and the aggregate fair value of warrants and unit warrants issued during the year ended December 31, 2013, was estimated to be $7,962,081 on their issuance dates. During the year ended December 31, 2014, to the extent that it did not arise from settlements, the decrease in the fair value of the warrant derivative liability of $2,200,200 was recorded as a revaluation gain, and during the year ended December 31, 2013, to the extent that it did not arise from new issuances, the increase in the fair value of the warrant derivative liability of $1,082,731 was recorded as a revaluation loss (see Note 13). | |||||||||
Benefit_Plan
Benefit Plan | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | NOTE 12. Benefit Plan |
The Company has a 401(k) plan that allows eligible U.S. employees to contribute up to 50 percent of their annual compensation to the plan, subject to certain limitations. Each employee directs their contributions, which vest immediately, across a series of mutual funds. The Company’s matching contributions totaled nil and $696 in the years ended December 31, 2014 and 2013, respectively, and the costs of administering the 401(k) plan are not significant. | |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||
Fair Value Disclosures [Text Block] | NOTE 13. Fair Value of Financial Instruments | ||||||||||||||||||||||||
Fair value measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”). | |||||||||||||||||||||||||
Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”). The Company also considers the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly. | |||||||||||||||||||||||||
The highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. | |||||||||||||||||||||||||
The three hierarchy levels are defined as follows: | |||||||||||||||||||||||||
Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; | |||||||||||||||||||||||||
Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; | |||||||||||||||||||||||||
Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. | |||||||||||||||||||||||||
The following tables present the Company’s liabilities that are measured at fair value at December 31, 2014 and 2013: | |||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
December 31, 2014 | |||||||||||||||||||||||||
Recurring Financial Liabilities: | |||||||||||||||||||||||||
Warrant derivative liabilities | $ | — | $ | — | $ | 126,168 | $ | 126,168 | |||||||||||||||||
Contingent earn-out payments | 279,000 | 279,000 | |||||||||||||||||||||||
Total liabilities | $ | — | $ | — | $ | 405,168 | $ | 405,168 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
December 31, 2013 | |||||||||||||||||||||||||
Recurring Financial Liabilities: | |||||||||||||||||||||||||
Warrant derivative liabilities | $ | — | $ | — | $ | 9,147,507 | $ | 9,147,507 | |||||||||||||||||
Total liabilities | $ | — | $ | — | $ | 9,147,507 | $ | 9,147,507 | |||||||||||||||||
The following tables present a reconciliation of all liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2014 and 2013: | |||||||||||||||||||||||||
Conversion | |||||||||||||||||||||||||
Element of | Conversion | Contingent | |||||||||||||||||||||||
Warrant | Promissory | Element of | Series A CPS | Earn-out | |||||||||||||||||||||
Derivatives | Notes | Series B CPS | Derivatives | Payments | Total | ||||||||||||||||||||
Balance at January 1, 2014 | $ | 9,147,507 | $ | — | $ | — | $ | — | $ | — | $ | 9,147,507 | |||||||||||||
Issuances | — | — | — | — | 410,000 | 410,000 | |||||||||||||||||||
Revaluation gains included in gain on revaluation of derivative liabilities, net | (2,200,200 | ) | — | — | — | — | (2,200,200 | ) | |||||||||||||||||
Change in undiscounted contingent earn-out liability | — | — | — | — | (229,300 | ) | (229,300 | ) | |||||||||||||||||
Change in contingent earn-out adjustment included in interest expense | — | — | — | — | 98,300 | 98,300 | |||||||||||||||||||
Settlements | (6,821,139 | ) | — | — | — | — | (6,821,139 | ) | |||||||||||||||||
Balance at December 31, 2014 | $ | 126,168 | $ | — | $ | — | $ | — | $ | 279,000 | $ | 405,168 | |||||||||||||
Total gains included in other income and expenses attributable to liabilities still held as of December 31, 2014 | $ | 1,239,773 | $ | — | $ | — | $ | — | $ | 131,000 | $ | 1,370,773 | |||||||||||||
Conversion | |||||||||||||||||||||||||
Element of | Conversion | Contingent | |||||||||||||||||||||||
Warrant | Promissory | Element of | Series A CPS | Earn-out | |||||||||||||||||||||
Derivatives | Notes | Series B CPS | Derivatives | Payments | Total | ||||||||||||||||||||
Balance at January 1, 2013 | $ | 102,695 | $ | 274,928 | $ | 1,210,909 | $ | 619,652 | $ | — | $ | 2,208,184 | |||||||||||||
Issuances | 7,962,081 | — | — | — | — | 7,962,081 | |||||||||||||||||||
Revaluation (gains) losses included in other income and expenses | 1,082,731 | (274,928 | ) | (128,558 | ) | (173,050 | ) | — | 506,195 | ||||||||||||||||
Settlements | — | — | (1,082,351 | ) | (446,602 | ) | — | (1,528,953 | ) | ||||||||||||||||
Balance at December 31, 2013 | $ | 9,147,507 | $ | — | $ | — | $ | — | $ | — | $ | 9,147,507 | |||||||||||||
Total gains (losses) included in other income and expenses attributable to liabilities still held as of December 31, 2013 | $ | (1,082,732 | ) | $ | — | $ | — | $ | — | $ | — | $ | (1,082,732 | ) | |||||||||||
Assumptions used in evaluating the warrant derivative liabilities, the conversion element of the promissory notes, the conversion element of the Series B CPS and the Series A CPS derivative liabilities are discussed in Notes 11, 7, 8 and 8, respectively. The principal assumptions used, and their impact on valuations, are as follows: | |||||||||||||||||||||||||
Risk-Free Interest Rate. This is the U.S. Treasury rate for the measurement date having a term equal to the weighted average expected remaining term of the instrument. An increase in the risk-free interest rate will increase the fair value and the associated derivative liability. | |||||||||||||||||||||||||
Expected Remaining Term. This is the period of time over which the instrument is expected to remain outstanding and is based on management’s estimate, taking into consideration the remaining contractual life, historical experience and the possibility of liquidation. An increase in the expected remaining term will increase the fair value and the associated derivative liability. | |||||||||||||||||||||||||
Expected Volatility. This is a measure of the amount by which the Company’s common stock price has fluctuated or is expected to fluctuate. The Company applies equal weighting to the Company’s own historic volatility and the historic volatility of a group of publicly traded companies over the retrospective period corresponding to the expected remaining term of the instrument on the measurement date. Since the 2013 Exchange, the Company has applied a reduced weighting to its own historic volatility during the period in which it was highly leveraged. The group of publicly traded companies is selected from the same industry or market index, with extra weighting attached to those companies most similar in terms of business activity, size and financial leverage. An increase in the expected volatility will increase the fair value and the associated derivative liability. | |||||||||||||||||||||||||
Dividend Yield. The Company has not made any dividend payments and does not plan to pay dividends in the foreseeable future. An increase in the dividend yield will decrease the fair value and the associated derivative liability. | |||||||||||||||||||||||||
The liability for contingent earn-out payments arise from the Company’s requirement to pay IntegenX a percentage of revenues of the Apollo Business (see Notes 1 and 3), on a sliding scale up to 20%, should certain revenue targets be achieved in 2015 and 2016. The fair value of the acquisition earn-out contingencies is determined using a modeling technique based on significant unobservable inputs calculated using a probability-weighted revenue approach. At December 31, 2014, we estimated the fair value of the contingent consideration using a probability-weighted discounted cash flow model based on key assumptions including future annual revenues ranging from $3.4 million to $7.7 million and a discount rate of 14%. There were no contingent earn-out payments as of December 31, 2013. | |||||||||||||||||||||||||
There were no transfers between Level 1, Level 2 and Level 3 of the fair value hierarchy during the years ended December 31, 2014 or 2013. | |||||||||||||||||||||||||
Segment_Information_Geographic
Segment Information, Geographic Data, and Significant Customers | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||
Segment Reporting Disclosure [Text Block] | NOTE 14. Segment Information, Geographic Data, and Significant Customers | ||||||||||||||||||||
Operating segments are defined as component of the Company’s business for which separate financial information is available that is evaluated by the Company’s chief operating decision maker in deciding how to allocate resources and assessing performance. The Company presently has only one operating segment. | |||||||||||||||||||||
Revenue by geographic areas for the years ended December 31, 2014 and 2013, are as follows: | |||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
United States | $ | 3,559,154 | $ | 105,251 | |||||||||||||||||
International: | |||||||||||||||||||||
Canada | 234,302 | 165,329 | |||||||||||||||||||
Asia Pacific(1) | 1,287,436 | 979,437 | |||||||||||||||||||
Europe | 920,450 | 54,730 | |||||||||||||||||||
Total revenue | $ | 6,001,342 | $ | 1,304,747 | |||||||||||||||||
__________ | |||||||||||||||||||||
(1) Sales to Asia Pacific included approximately $665,000 and $647,000 to Japan in 2014 and 2013, respectively, and $457,000 and $330,000 to China in 2014 and 2013, respectively. | |||||||||||||||||||||
Revenues are attributed to geographical areas based on where the Company’s products are shipped. | |||||||||||||||||||||
Customers accounting for more than 10% of either total revenues during the years ended December 31, 2014 or 2013, or accounts receivable as at December 31, 2014 or 2013, are tabulated as follows: | |||||||||||||||||||||
Revenues, Year Ended December 31, | Accounts Receivable, December 31, | ||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
Customer A | $ | 168,274 | 3% | $ | — | — | $ | 179,499 | 12% | $ | — | — | |||||||||
Customer B | $ | 188,117 | 3% | $ | — | — | $ | 170,354 | 12% | $ | — | — | |||||||||
Customer C | $ | 500,000 | 8% | $ | 458,333 | 35% | $ | — | — | $ | — | — | |||||||||
Customer D | $ | 261,507 | 4% | $ | 191,271 | 15% | $ | 29,654 | 2% | $ | 65,600 | 18% | |||||||||
Customer E | $ | 3,933 | 0% | $ | 188,552 | 14% | $ | — | — | $ | 19,646 | 5% | |||||||||
Customer F | $ | 164,529 | 3% | $ | 162,779 | 12% | $ | — | — | $ | 170,071 | 46% | |||||||||
Customer G | $ | 4,500 | 0% | $ | 138,328 | 11% | $ | — | — | $ | 17,808 | 5% | |||||||||
Long-lived assets by geographic areas as of December 31, 2014 and 2013, are as follows: | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
United States | $ | 856,546 | $ | 250,295 | |||||||||||||||||
Europe | 12,758 | 19,323 | |||||||||||||||||||
— | |||||||||||||||||||||
Total long-lived assets | $ | 869,304 | $ | 269,618 | |||||||||||||||||
Net_Income_Loss_Per_Share
Net Income (Loss) Per Share | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Earnings Per Share [Text Block] | NOTE 15. Net Income (Loss) Per Share | ||||||||
Basic and diluted net income (loss) per share are shown on the Statements of Operations. | |||||||||
No adjustment has been made to the net loss for charges, gains, losses and accretion related to Series A and B CPS, MTDC Notes, Series A-1 Convertible Preferred Stock and CPNs, as the effect would be anti-dilutive due to the net loss. | |||||||||
The following outstanding stock options, warrants and unit warrants (on an as-converted into common stock basis) and shares issuable or contingently issuable upon conversion of restricted stock, Series 1 convertible preferred stock, Series A, B and C CPS, MTDC Notes, Series A-1 convertible preferred stock and CPNs were excluded from the computation of diluted net loss per share attributable to holders of common stock as they had antidilutive effects for the years ended December 31, 2014 and 2013: | |||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Common share equivalents issuable upon exercise of common stock options | 21,943 | 61 | |||||||
Common share equivalents issuable upon exercise of common stock warrants | 1,031,117 | 59,184 | |||||||
Common share equivalents issuable upon exercise of unit warrants | — | 12,898 | |||||||
Shares issuable upon vesting of restricted stock | 79,268 | — | |||||||
Shares issuable upon conversion of Series 1 Convertible Preferred Stock | 477,640 | 291,230 | |||||||
Shares issuable upon conversion of Series A CPS | — | 26,651 | |||||||
Shares issuable upon conversion of Series B CPS | — | 47,019 | |||||||
Shares issuable upon conversion of Series C CPS | — | 2,933 | |||||||
Shares issuable upon settlement of MTDC Notes | 1,528,558 | 29,050 | |||||||
Shares issuable upon conversion of Series A-1 Convertible Preferred Stock | — | 21,181 | |||||||
Shares issuable upon conversion of convertible promissory notes | — | 19,337 | |||||||
Total common share equivalents excluded from denominator for diluted earnings per share computation | 3,138,526 | 509,544 | |||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Tax Disclosure [Text Block] | NOTE 16. Income Taxes | ||||||||
The Company’s net loss before provision for income taxes comprises the following for the years ended December 31, 2014 and 2013: | |||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
U.S. | $ | -10,375,292 | $ | -15,765,490 | |||||
Foreign | -314,471 | -494,441 | |||||||
Net loss before provision for income taxes | $ | -10,689,763 | $ | -16,259,931 | |||||
The provision for income taxes consists of the following for the years ended December 31, 2014 and 2013: | |||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Current: | |||||||||
Federal | $ | — | $ | — | |||||
State | 3,100 | 3,191 | |||||||
Foreign | — | 3,150 | |||||||
Total Current | $ | 3,100 | $ | 6,341 | |||||
Deferred: | |||||||||
Federal | $ | — | $ | — | |||||
State | — | — | |||||||
Foreign | — | — | |||||||
Total Deferred | $ | — | $ | — | |||||
Provision for income taxes | $ | 3,100 | $ | 6,341 | |||||
A reconciliation of the provision for income taxes with the expected provision for income taxes computed by applying the federal statutory income tax rate of 34% to the net loss before provision for income taxes for the years ended December 31, 2014 and 2013: | |||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Provision for income taxes at federal statutory rate | $ | (3,634,519 | ) | $ | (5,528,377 | ) | |||
Federal research and development tax credits | (153,429 | ) | (100,535 | ) | |||||
Derivative revaluations and settlements | (748,068 | ) | (172,106 | ) | |||||
Adjustments related to 2013 Exchange | — | 3,313,162 | |||||||
Expenses not deductible, income not taxable and other | (8,699 | ) | 64,489 | ||||||
Foreign loss taxed at lower rates | 106,920 | 170,813 | |||||||
Change in federal valuation allowance | 4,440,895 | 2,258,895 | |||||||
Provision for income taxes | $ | 3,100 | $ | 6,341 | |||||
The components of the deferred tax assets as of December 31, 2014 and 2013, are as follows: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carry-forwards | $ | 32,741,321 | $ | 28,412,473 | |||||
Capitalized research and development cost | 445,854 | 526,919 | |||||||
Goodwill and intangible assets | 133,047 | — | |||||||
Research and development tax credit | 1,819,895 | 1,559,952 | |||||||
Depreciation on property and equipment | 52,297 | 27,536 | |||||||
Stock-based compensation | 811,810 | 454,125 | |||||||
Reserves and accruals | 724,521 | 774,786 | |||||||
Total deferred tax asset | 36,728,745 | 31,755,791 | |||||||
Valuation allowance | -35,452,624 | (30,344,332 | ) | ||||||
Deferred tax assets net of valuation allowance | 1,276,121 | 1,411,459 | |||||||
Deferred tax liability: | |||||||||
Discount on debt issuance | (1,276,121 | ) | (1,411,459 | ) | |||||
Net deferred tax assets | $ | — | $ | — | |||||
Management believes that, based on a number of factors, it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company has provided a full valuation allowance against its net deferred tax assets. At December 31, 2014, the Company had federal and state net operating loss carry-forwards (“NOLs”) of approximately $84.8 million and $66.8 million, respectively, and foreign operating loss carry-forwards of approximately $1.0 million. The federal and state NOLs will expire in various periods from 2026 through 2034. | |||||||||
At December 31, 2014, the Company had research and development tax credits of approximately $1.1 million and $1.1 million available to offset future income taxes, if any, for federal and California state purposes, respectively. These federal tax credits will expire in various periods from 2027 through 2034 and the California state tax credits can be carried forward indefinitely. | |||||||||
Utilization of NOLs and tax credit carry-forwards is subject to substantial limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986 (“IRC”) Sections 382 and 383, respectively, and similar state provisions. On August 27, 2013, there was a substantial ownership change due to the 2013 Exchange and 2013 Private Placement (see Note 1), resulting in forfeitures in 2013. On August 27, 2014, there was another substantial ownership change due to the 2014 Public Offering (see Note 1), resulting in further forfeitures in 2014. The annual limitation may result in the expiration of further NOLs and tax credits before utilization. The Company has not yet evaluated the impact of the IRC Sections 382 and 383 limitations on its recorded NOLs and tax credits in 2013 and 2014, nor has it determined whether there have been any other substantial ownership changes in 2011 or prior years, so the recognized amount of deferred tax assets (and related 100% valuation allowance) has not been adjusted, although management estimates that a significant majority of the recorded NOLs and tax credits have already been effected and will need to be written off. This has no impact on the income tax expense due to the provision of a full valuation allowance against all net deferred tax assets. | |||||||||
The net valuation allowance increased by approximately $5.1 million and $2.3 million during the years ended December 31, 2014 and 2013, respectively, primarily due to the generation of net operating loss and credit carry-forwards. | |||||||||
The Company files U.S. federal and various state income tax returns. There are no prior year tax returns under audit by taxing authorities, and management is not aware of any impending audits. As a result of the Company’s NOL carry-forwards, all tax years from 2006 through 2014 remain subject to federal and state tax examination. | |||||||||
The Company has established tax reserves for uncertain tax positions totaling $945,000 and $810,000 as of December 31, 2014 and 2013, respectively. A reconciliation of the change in unrecognized tax benefits is as follows: | |||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Beginning Balance | $ | 810,000 | $ | 721,000 | |||||
Additions based on tax positions related to the current year | 135,000 | 89,000 | |||||||
Ending Balance | $ | 945,000 | $ | 810,000 | |||||
All of the unrecognized tax benefits are recognized in the Company’s financial statements as a reduction in the Company’s deferred tax assets. Accordingly, the Company has not accrued any interest or penalties related to unrecognized tax benefits. Because the Company has a full valuation allowance against its deferred tax assets, there will be no income tax effect of releasing the unrecognized tax benefits. The Company expects no significant changes to its uncertain tax positions in the next 12 months. | |||||||||
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 17. Contingencies |
From time to time the Company may be involved in claims arising in connection with its business. Based on information currently available, the Company believes that the amount, or range, of reasonably possible losses in connection with any pending actions against it, including the matter described below, in excess of established reserves, in the aggregate, not to be material to its consolidated financial condition or cash flows. However, losses may be material to the Company’s operating results for any particular future period, depending on the level of income or loss for such period. | |
Coalesce v. WaferGen. On April 24, 2012, an action entitled Coalesce Corporation (“Coalesce”) v. WaferGen Bio-systems, Inc. was filed in the Alameda County Superior Court. Coalesce, a company that had been providing marketing services between 2006 and 2010, sued the Company for alleged non-payment of sums due, breach of contract, misrepresentation and unjust enrichment. On September 5, 2012, Coalesce filed an amended complaint, with additional claims, for compensatory damages in excess of $500,000 and other compensation. In August 2014, the plaintiff and Company agreed to an out-of-court settlement. Related legal costs were expensed as incurred. | |
Quarterly_Financial_Data_Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Quarterly Financial Information [Text Block] | NOTE 18. Quarterly Financial Data (Unaudited) | ||||||||||||||||
Selected summarized quarterly financial information for fiscal 2014 and 2013 is as follows: | |||||||||||||||||
Year Ended December 31, 2014 | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Revenue | $ | 1,405,513 | $ | 1,733,908 | $ | 1,250,201 | $ | 1,611,720 | |||||||||
Gross profit | $ | 798,940 | $ | 975,500 | $ | 875,425 | $ | 779,078 | |||||||||
Net gains on derivative revaluations | $ | 215,956 | $ | 1,158,240 | $ | 589,336 | $ | 465,968 | |||||||||
Non-recurring gains, credits and (charges) related to restructuring | $ | — | $ | — | $ | (128,546 | ) | $ | — | ||||||||
Net loss | $ | (2,545,615 | ) | $ | (2,103,412 | ) | $ | (2,780,535 | ) | $ | (3,263,301 | ) | |||||
Net loss attributable to common stockholders | $ | (2,545,615 | ) | $ | (2,103,412 | ) | $ | (2,780,535 | ) | $ | (3,263,301 | ) | |||||
Net loss per share – basic and diluted | $ | (2.79 | ) | $ | (2.28 | ) | $ | (1.02 | ) | $ | (0.58 | ) | |||||
Net income (loss) per share – basic | . | ||||||||||||||||
Net income (loss) per share – diluted | . | ||||||||||||||||
Year Ended December 31, 2013 | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Revenue | $ | 178,487 | $ | 246,248 | $ | 389,547 | $ | 490,465 | |||||||||
Gross profit | $ | 112,899 | $ | 169,468 | $ | 196,733 | $ | 251,452 | |||||||||
Net gains (losses) on derivative revaluations | $ | (593,717 | ) | $ | 115,237 | $ | 623,613 | $ | (651,328 | ) | |||||||
Non-recurring gains, credits and (charges) related to restructuring | $ | — | $ | — | $ | (7,523,728 | ) | $ | 4,398,648 | ||||||||
Net income (loss) | $ | (3,781,510 | ) | $ | (3,163,155 | ) | $ | (10,808,332 | ) | $ | 1,486,725 | ||||||
Net income (loss) attributable to common stockholders | $ | (3,988,194 | ) | $ | (5,862,322 | ) | $ | (12,246,825 | ) | $ | 4,385,275 | ||||||
. | |||||||||||||||||
Net income (loss) per share – basic | $ | (95.10 | ) | $ | (139.79 | ) | $ | (43.51 | ) | $ | 5.19 | ||||||
Net income (loss) per share – diluted | $ | (95.10 | ) | $ | (139.79 | ) | $ | (43.51 | ) | $ | 2.46 | ||||||
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies, by Policy (Policies) [Line Items] | ||
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation. The consolidated financial statements include the financial statements of WaferGen Bio-systems, Inc. and its subsidiaries. All significant transactions and balances between the WaferGen Bio-systems, Inc. and its subsidiaries have been eliminated in consolidation. | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates. Preparing financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Actual results and outcomes could differ from these estimates and assumptions. | |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents. The Company considers all highly liquid debt investments with a remaining maturity of three months or less when purchased to be cash and cash equivalents. Cash and cash equivalents that are restricted as to withdrawal or usage under the terms of contractual agreements, if any, are recorded as restricted cash. | |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currencies. Assets and liabilities of non-U.S. subsidiaries for which the local currency is the functional currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average rates of exchange prevailing during each reporting period. Translation adjustments resulting from this process are charged or credited to other comprehensive income (loss). Foreign exchange gains and losses for assets and liabilities of the Company’s non-U.S. subsidiaries for which the functional currency is the U.S. dollar are recorded in miscellaneous income (expense) in the Company’s consolidated statements of operations. | |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments. The carrying amounts of accounts receivable and accounts payable approximate fair value due to the short-term maturities of these instruments. See also the Company’s accounting policy for “Change in Fair Value of Derivatives. | |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and accounts receivable. The Company places its cash in commercial banks. Accounts in the United States are secured by the Federal Deposit Insurance Corporation. Accounts in Luxembourg are similarly guaranteed. The Company’s total deposits at commercial banks usually exceed the balances insured. The Company generally requires no collateral from its customers. | |
Receivables, Policy [Policy Text Block] | Accounts Receivable. An allowance for doubtful accounts will be recorded based on a combination of historical experience, aging analysis, and information on specific accounts. Account balances will be written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. | |
Inventory, Policy [Policy Text Block] | Inventory. Inventory is recorded at the lower of cost (first-in, first-out) or market value. Additionally, the Company evaluates its inventory in terms of excess and obsolete exposures and records provisions as needed. | |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill and Other Intangible Assets. Goodwill is tested for impairment on an annual basis in the fourth quarter and between annual tests if events occur or circumstances indicate that the carrying amount of goodwill may not be recoverable. Impairment losses, if any, are recorded in the Statement of Operations as “Impairment of goodwill.” | |
Long-lived intangibles are carried at cost less accumulated amortization and are subject to review for impairment when events or circumstances indicate that the carrying value may not be recoverable (See also the Company’s accounting policy for “Impairment of Long-Lived Assets.”) Amortization is recognized over the estimated useful life of the respective asset on a straight-line basis except for customer lists, which are amortized in proportion to the present value of projected cash flows within their estimated useful lives, since this methodology more closely reflects the pattern in which economic benefits are derived. | ||
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment. Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets as follows: | |
Equipment | 3 to 5 years | |
Tools and molds | 3 years | |
Leasehold improvements | 3 to 5 years, or remaining lease term if shorter | |
Furniture and fixtures | 5 years | |
Costs of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operating expenses. | ||
Advertising Costs, Policy [Policy Text Block] | Advertising Costs. Advertising costs of nil were expensed as incurred in the years ended December 31, 2014 and 2013. | |
Deferred Charges, Policy [Policy Text Block] | Deferred Financing Costs. Costs incurred in connection with the issuance of debt are capitalized and amortized as interest expense using the effective interest method. The unamortized amounts are included in other assets. | |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets. The Company continually evaluates whether events and circumstances have occurred that indicate the remaining estimated useful life of long-lived assets may warrant revision or that the remaining balance of long-lived assets may not be recoverable. When factors indicate that long-lived assets should be evaluated for possible impairment, the Company uses an estimate of the related undiscounted future cash flows over the remaining life of the long-lived assets in measuring whether they are recoverable. If the estimated undiscounted future cash flows do not exceed the carrying value of the asset, a loss is recorded as the excess of the asset’s carrying value over its fair value. No assets were determined to be impaired in 2014 and 2013. | |
Income Tax, Policy [Policy Text Block] | Income Taxes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enactment date. Accounting for deferred tax represents the best estimate of the likely future tax consequences of events that have been recognized in the Company’s consolidated financial statements and tax returns and their future probability. A valuation allowance is recorded for loss carry-forwards and other deferred tax assets where it is more likely than not that such loss carry-forwards and deferred tax assets will not be realized. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes. | |
Governmental Subsidies, Policy [Policy Text Block] | Governmental Subsidies. Incentives received from governments in the form of grants are recorded as a reduction in expense in accordance with their purpose. Grants awarded for the purpose of matching specified expenditures are not recognized until a definitive agreement has been signed by both parties; thereafter income is recognized to the extent that the related expenses have been incurred. The Company recognized governmental subsidies of $559,442 and $311,079 in the years ended December 31, 2014 and 2013, respectively, which were offset against operating expenses in the statement of operations. | |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition. The Company recognizes revenue when (i) delivery of product has occurred or services have been rendered, (ii) there is persuasive evidence of a sale arrangement, (iii) selling prices are fixed or determinable, and (iv) collectability from the customers (individual customers and distributors) is reasonably assured. Revenue consists primarily of revenue generated from the sale of the Company’s products. Revenue is recorded when the risk and rewards of ownership are transferred to the Company’s customers (individual customers and distributors). This generally occurs when the Company’s products are shipped from its facility as title has passed. Revenue is recorded net of estimated cash discounts. The Company estimates and accrues an allowance for sales returns at the time the product is sold. To date, sales returns have not been material. Distributors have a fourteen day inspection period however this period is not an acceptance provision that purports to be a trial or evaluation purpose, is not an acceptance provision that grants a right of return or exchange on the basis of subjective matters, and is not an acceptance provision based on customer-specific objective criteria. The fourteen day inspection period is an acceptance provision that is based on seller-specified objective criteria. | |
Revenue from multi-deliverable arrangements is recognized for each element on delivery of product or completion of service. A typical multi-deliverable arrangement would be the shipment of capital equipment to a customer, followed by the delivery of services or of expendable equipment, provided such delivery is both probable and substantially within the Company’s control. Revenue for each deliverable is allocated based on full list selling prices, although if none of the deliverables is disproportionately discounted relative to the overall discount, this allocation is approximated by using the actual selling price of each deliverable to the customer. The actual cost of revenue for each deliverable is recognized when the revenue for that deliverable is recognized. | ||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation. The Company measures the fair value of all stock-based awards to employees, including stock options, on the grant date and records the fair value of these awards, net of estimated forfeitures, to compensation expense over the service period. The fair value of awards to consultants is measured on the dates on which performance of services is completed, with interim valuations recorded at balance sheet dates while performance is in progress. The fair value of options is estimated using the Black-Scholes valuation model, and the fair value of restricted stock is based on the Company’s closing share price on the measurement date. | |
Standard Product Warranty, Policy [Policy Text Block] | Warranty Reserve. The Company’s standard warranty agreement is one year from shipment of certain products. The Company accrues for anticipated warranty costs upon shipment of these products. The Company’s warranty reserve is based on management’s judgment regarding anticipated rates of warranty claims and associated repair costs, and is updated quarterly. | |
Research and Development Expense, Policy [Policy Text Block] | Research and Development. Research and development costs are charged to operations as incurred. | |
Comprehensive Income, Policy [Policy Text Block] | Other Comprehensive Income. Other comprehensive income has arisen solely due to the cumulative translation adjustments ensuing from the Company’s accounting policy for foreign currencies. | |
Earnings Per Share, Policy [Policy Text Block] | Net Income (Loss) Per Share. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding plus common share equivalents from conversion of dilutive stock options, warrants, and restricted stock using the treasury method, and convertible securities using the as-converted method, except when antidilutive. In the event of a net loss, the effects of all potentially dilutive shares are excluded from the diluted net loss per share calculation as their inclusion would be antidilutive. | |
Reclassification, Policy [Policy Text Block] | Reclassification. Certain reclassifications have been made to prior periods’ data to conform to the current presentation. These reclassifications had no effect on reported net losses. | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements. | |
In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”). ASU 2014-08 clarifies the circumstances under which discontinued operations should be reported and increases the disclosure requirements. ASU 2014-08 is effective for annual periods beginning after December 15, 2014, and interim periods within those years, and became effective for the Company on January 1, 2015. The adoption of this standard did not have a material impact on the Company’s consolidated financial condition or results of operations. | ||
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 will replace most of the existing revenue recognition guidance within U.S. GAAP. The core principle of this guidance is that an entity should recognize revenue for the transfer of goods or services to customers in an amount that it expects to be entitled to receive for those goods or services. In doing so, companies will be required to make certain judgments and estimates, including identifying contract performance obligations, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price among separate performance obligations. Further, ASU 2014-09 will require companies to make additional disclosures. ASU 2014-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those years, and will become effective for the Company beginning on January 1, 2017, with early adoption not permitted. ASU 2014-09 allows for two methods of adoption, a full retrospective method or a modified retrospective approach with the cumulative effect recognized at the date of initial application. The Company is in the process of determining the method of adoption and its impact on the Company’s consolidated financial condition and results of operations. | ||
In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 201415 will add guidance to U.S. GAAP that is presently available only in auditing standards, and provide clarification of such guidance. Further, an assessment of going concern will be required at each interim reporting period (in addition to the existing auditing guideline of an annual assessment), and will require a look-forward period of one year from the date of issuance (as opposed to the existing auditing guideline of one year from the balance sheet date). ASU 2014-15 is effective for annual periods ending after December 15, 2016, with early adoption permitted, and will become effective for the Company for the year ending December 31, 2016, and for each interim period thereafter. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial condition or results of operations. | ||
In January 2015, the FASB issued ASU 2015-01, “Income Statement – Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items” (“ASU 2015-01”). Under ASU 2015-01, items which are both unusual in nature and infrequent in occurrence will be reported as a separate line item in the Statement of Operations in accordance with the guidance that is already in place for unusual items (those items that are either unusual in nature or infrequent in occurrence). ASU 2015-01 is effective for annual periods beginning after December 15, 2015, with early adoption permitted. The Company has adopted this standard effective January 1, 2014, and its adoption had no impact on the Company’s consolidated financial condition or results of operations. | ||
In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis” (“ASU 2015-02”). Under ASU 2015-02, the guidelines for determining whether certain legal entities should be consolidated will be amended. ASU 2015-02 is effective for annual periods beginning after December 15, 2015, and interim periods within those years, with early adoption permitted. The Company has adopted this standard effective January 1, 2014, and its adoption had no impact on the Company’s consolidated financial condition or results of operations. | ||
Derivative [Member] | ||
Accounting Policies, by Policy (Policies) [Line Items] | ||
Fair Value of Financial Instruments, Policy [Policy Text Block] | Change in Fair Value of Derivatives. The Company recognizes (or recognized until the time of their settlement) its warrants with certain cash settlement provisions or with certain anti-dilution protection, the redemption option of the Series A convertible preference shares of its Malaysian subsidiary, and the conversion element of its convertible promissory notes and of the Series B convertible preference shares of its Malaysian subsidiary as derivative liabilities. Such liabilities are valued when the financial instruments are initially issued or the derivative first requires recognition and are also revalued at each reporting date, with the change in their respective fair values being recorded as a gain or loss on revaluation within other income and expenses in the statement of operations. The Company determines the fair value of those warrants for which no anti-dilution adjustment is projected prior to the expiration date using the Black-Scholes valuation model, and all other derivative liabilities using a Monte Carlo Simulation approach, with key input variables provided by management. |
The_Company_Tables
The Company (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure Text Block [Abstract] | |||||||||||||
Scheduled of Allocation of Proceeds to New Securities Issued [Table Text Block] | Security / Account | Allocated Fair Value | Issuance Costs | Final Allocation | |||||||||
Common stock | $ | 8,508,451 | $ | (2,186,972 | ) | $ | 6,321,479 | ||||||
Series 1 Convertible Preferred Stock | 2,351,376 | (604,387 | ) | 1,746,989 | |||||||||
Warrants | 4,177,673 | — | 4,177,673 | ||||||||||
Total | $ | 15,037,500 | $ | (2,791,359 | ) | $ | 12,246,141 |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Schedule of Property, Plant and Equipment, Estimated Useful Life [Table Text Block] | Equipment | 3 to 5 years |
Tools and molds | 3 years | |
Leasehold improvements | 3 to 5 years, or remaining lease term if shorter | |
Furniture and fixtures | 5 years |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Business Combinations [Abstract] | |||||||||
Schedule of Business Acquisition, Purchase Price [Table Text Block] | Cash | $ | 2,000,000 | ||||||
Promissory note (see Note 7) | 1,100,000 | ||||||||
Contingent earn-out payments | 410,000 | ||||||||
Total | $ | 3,510,000 | |||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Inventory | $ | 606,000 | ||||||
Property and equipment | 118,000 | ||||||||
Intangible assets: | |||||||||
Customer lists and trademarks | 1,500,000 | ||||||||
Purchased technology | 360,000 | ||||||||
Goodwill (1) | 990,000 | ||||||||
Total assets | 3,574,000 | ||||||||
Liabilities – accrued vacation | (64,000 | ) | |||||||
Total purchase price | $ | 3,510,000 | |||||||
Business Combination, Separately Recognized Transactions [Table Text Block] | Revenue | $ | 2,121,696 | ||||||
Net loss | $ | (2,499,000 | ) | ||||||
Business Acquisition, Pro Forma Information [Table Text Block] | Year Ended December 31, | ||||||||
2014 | 2013 | ||||||||
Total revenue | $ | 6,001,342 | $ | 4,245,586 | |||||
Net loss | $ | (10,491,119 | ) | $ | (17,593,069 | ) | |||
Net loss per share - basic and diluted | $ | (4.09 | ) | $ | (62.52 | ) |
Inventories_Tables
Inventories (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Schedule of Inventory, Current [Table Text Block] | December 31, 2014 | December 31, 2013 | |||||||
Raw materials | $ | 54,620 | $ | 125,068 | |||||
Work in process | 250,935 | 46,974 | |||||||
Finished goods | 507,223 | 120,608 | |||||||
Inventories, net | $ | 812,778 | $ | 292,650 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment [Table Text Block] | December 31, 2014 | December 31, 2013 | |||||||
Equipment | $ | 3,080,849 | $ | 2,161,715 | |||||
Tools and molds | 11,543 | 11,543 | |||||||
Leasehold improvements | 85,711 | 82,848 | |||||||
Furniture and fixtures | 95,083 | 93,518 | |||||||
Total property and equipment | 3,273,186 | 2,349,624 | |||||||
Less accumulated depreciation and amortization | (2,403,882 | ) | (2,080,006 | ) | |||||
Property and equipment, net | $ | 869,304 | $ | 269,618 | |||||
Schedule of Capital Leased Assets [Table Text Block] | December 31, 2014 | December 31, 2013 | |||||||
Cost | $ | 455,162 | $ | — | |||||
Accumulated depreciation | — | — | |||||||
Total | $ | 455,162 | $ | — |
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Schedule of Goodwill [Table Text Block] | Balance at January 1, 2014 | $ | — | ||||||||||
Additions (see Note 3) | 990,000 | ||||||||||||
Balance at December 31, 2014 | $ | 990,000 | |||||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Gross | Net | |||||||||||
Carrying | Accumulated | Intangible | |||||||||||
Amount | Amortization | Assets | |||||||||||
Purchased technology | $ | 360,000 | $ | 100,000 | $ | 260,000 | |||||||
Customer lists and trademarks | 1,500,000 | 397,900 | 1,102,100 | ||||||||||
Total as of December 31, 2014 | $ | 1,860,000 | $ | 497,900 | $ | 1,362,100 | |||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Year ending December 31, | ||||||||||||
2015 | $ | 449,900 | |||||||||||
2016 | 421,000 | ||||||||||||
2017 | 313,900 | ||||||||||||
2018 | 148,500 | ||||||||||||
2019 | 28,800 | ||||||||||||
Total amortization | $ | 1,362,100 |
Long_Term_Obligations_Tables
Long Term Obligations (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Long Term Obligations (Tables) [Line Items] | |||||||||
Schedule of Maturities of Long-term Debt [Table Text Block] | Operating Leases | Capital Leases | |||||||
Year ending December 31, | |||||||||
2015 | $ | 438,707 | $ | 129,284 | |||||
2016 | 451,868 | 129,284 | |||||||
2017 | 465,424 | 120,189 | |||||||
2018 | 159,796 | — | |||||||
Total minimum obligations | $ | 1,515,795 | 378,757 | ||||||
Amounts representing interest | (22,950 | ) | |||||||
Present value of future minimum payments | 355,807 | ||||||||
Current portion of long term obligations | (116,571 | ) | |||||||
Long term obligations, less current portion | $ | 239,236 | |||||||
MTDC Notes [Member] | |||||||||
Long Term Obligations (Tables) [Line Items] | |||||||||
Schedule of Long-term Debt Instruments [Table Text Block] | December 31, 2014 | December 31, 2013 | |||||||
MTDC Notes Payable: | |||||||||
Face value | $ | 5,200,000 | $ | 5,200,000 | |||||
Debt discount, net of accumulated amortization of $339,751 and 27,258 at December 31, 2014 and 2013, respectively | 3,203,565 | 3,516,058 | |||||||
Notes payable, net of debt discount | $ | 1,996,435 | $ | 1,683,942 | |||||
Integen X Note [Member] | |||||||||
Long Term Obligations (Tables) [Line Items] | |||||||||
Schedule of Long-term Debt Instruments [Table Text Block] | December 31, 2014 | January 6, 2014 | |||||||
IntegenX Notes Payable: | |||||||||
Face value | $ | 1,250,000 | $ | 1,250,000 | |||||
Interest added to principal | 68,219 | — | |||||||
Stated value | 1,318,219 | 1,250,000 | |||||||
Debt discount, net of accumulated amortization of $21,454 and nil at September 12 and January 6, 2014, respectively | 128,546 | 150,000 | |||||||
Notes payable, net of debt discount, prior to repayment | 1,189,673 | 1,100,000 | |||||||
Loss on extinguishment of debt | 128,546 | — | |||||||
Balance repaid to IntegenX | (1,318,219 | ) | — | ||||||
Notes payable, net of debt discount | $ | — | $ | 1,100,000 |
Convertible_Preference_Shares_1
Convertible Preference Shares of Subsidiary (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Convertible Preference Shares of Subsidiary (Tables) [Line Items] | ||||||||||||||||||||||||
Schedule of Stock by Class [Table Text Block] | Class | Number | Initial | Issuance | Gross | Issuance | Exchange | Net Cash | Date if | CPS | ||||||||||||||
of CPS | of CPS | Investor | Date | Proceeds | (Costs) | Gain (loss) | Proceeds | Exchanged | Outstanding | |||||||||||||||
Series A | 444,444 | MTDC | 7/18/08 | $ | 1,000,000 | $ | (30,000 | ) | $ | — | $ | 970,000 | — | 444,444 | ||||||||||
Series A | 444,444 | MTDC | 11/27/08 | 1,000,000 | (30,000 | ) | — | 970,000 | — | 444,444 | ||||||||||||||
Series B | 111,111 | EEV | 6/8/09 | 250,000 | (19,393 | ) | (18,029 | ) | 212,578 | 8/17/10 | — | |||||||||||||
Series B | 111,111 | EEV | 3/9/10 | 250,000 | (8,929 | ) | (3,005 | ) | 238,066 | 8/17/10 | — | |||||||||||||
Series B | 222,222 | PMSB | 9/23/09 | 500,000 | (7,500 | ) | — | 492,500 | 10/11/13 | — | ||||||||||||||
Series B | 222,222 | PMSB | 5/13/10 | 500,000 | (5,000 | ) | — | 495,000 | 10/11/13 | — | ||||||||||||||
Series B | 188,057 | KMP | 9/18/09 | 423,128 | (11,319 | ) | — | 411,809 | 9/29/10 | — | ||||||||||||||
Subtotal | 1,743,611 | 3,923,128 | (112,141 | ) | (21,034 | ) | 3,789,953 | 888,888 | ||||||||||||||||
Series C | 3,233,734 | MTDC | 3/10/11 | 5,000,000 | (6,272 | ) | 58,575 | 5,052,303 | — | 3,233,734 | ||||||||||||||
4,977,345 | $ | 8,923,128 | $ | (118,413 | ) | $ | 37,541 | $ | 8,842,256 | 4,122,622 | ||||||||||||||
Series B Preferred Stock [Member] | Convertible Preferred Stock [Member] | ||||||||||||||||||||||||
Convertible Preference Shares of Subsidiary (Tables) [Line Items] | ||||||||||||||||||||||||
Schedule of Fair Value, Estimated Assumption, Derivative Liabilty [Table Text Block] | October 11, 2013 | December 31, 2012 | ||||||||||||||||||||||
Risk-free interest rate | 0.07% | 0.16% | ||||||||||||||||||||||
Expected remaining term | 0.48 Years | 1.00 Years | ||||||||||||||||||||||
Expected volatility | 97.39% | 125.53% | ||||||||||||||||||||||
Dividend yield | 0% | 0% | ||||||||||||||||||||||
Series A Preferred Stock [Member] | Convertible Preferred Stock [Member] | ||||||||||||||||||||||||
Convertible Preference Shares of Subsidiary (Tables) [Line Items] | ||||||||||||||||||||||||
Schedule of Fair Value, Estimated Assumption, Derivative Liabilty [Table Text Block] | November 26, 2013 | December 31, 2012 | ||||||||||||||||||||||
Risk-free interest rate | 0.07% | 0.11% - 0.15% | ||||||||||||||||||||||
Expected remaining term | 0.08 Years | 0.55 - 0.90 Years | ||||||||||||||||||||||
Expected volatility | 175.31% | 123.55 - 127.94% | ||||||||||||||||||||||
Dividend yield | 0% | 0% |
Stock_Awards_Tables
Stock Awards (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Year Ended December 31, | ||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Risk-free interest rate | 1.43% - 1.57% | 0.71% - 1.22% | |||||||||||||||||||
Expected term | 4.75 Years | 4.75 Years | |||||||||||||||||||
Expected volatility | 93.89% - 105.79% | 96.73% - 108.14% | |||||||||||||||||||
Dividend yield | 0% | 0% | |||||||||||||||||||
Schedule of Share-based Compensation, Activity [Table Text Block] | Stock Options | Restricted Stock | |||||||||||||||||||
Weighted | Weighted | ||||||||||||||||||||
Shares | Number of | Average | Number of | Average | |||||||||||||||||
Available | Options | Exercise | Awards | Grant-Date | |||||||||||||||||
For Grant | Outstanding | Price | Outstanding | Fair Value | |||||||||||||||||
Balance at January 1, 2013 | 2,951 | 11,489 | $ | 416.7 | 6 | $ | 139.15 | ||||||||||||||
Granted | (1,887 | ) | 1,887 | $ | 49.5 | — | $ | — | |||||||||||||
Vested | — | — | $ | — | (6 | ) | $ | 139.15 | |||||||||||||
Forfeited | 1,247 | (1,247 | ) | $ | 106.67 | — | $ | — | |||||||||||||
Canceled | 468 | (776 | ) | $ | 937.83 | — | $ | — | |||||||||||||
Balance at December 31, 2013 | 2,779 | 11,353 | $ | 353.92 | — | $ | — | ||||||||||||||
2008 Plan Amendments | 1,200,000 | — | — | — | $ | — | |||||||||||||||
Granted | (320,970 | ) | 178,490 | $ | 8.79 | 241,412 | $ | 4.8 | |||||||||||||
Vested | — | — | $ | — | (6,412 | ) | $ | 14 | |||||||||||||
Forfeited | 10,604 | (604 | ) | $ | 80.1 | (10,000 | ) | $ | 4.57 | ||||||||||||
Canceled | 1,994 | (2,027 | ) | $ | 204.66 | — | $ | — | |||||||||||||
Balance at December 31, 2014 | 894,407 | 187,212 | $ | 27.35 | 225,000 | $ | 4.54 | ||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted | ||||||||||||||||||||
Average | Weighted | ||||||||||||||||||||
Remaining | Average | Aggregate | |||||||||||||||||||
Number of | Contractual | Exercise | Intrinsic | ||||||||||||||||||
Options | Shares | Life (in Years) | Price | Value | |||||||||||||||||
Outstanding | 187,212 | 6.43 | $ | 27.35 | $ | — | |||||||||||||||
Vested and expected to vest | 171,389 | 6.41 | $ | 29.4 | $ | — | |||||||||||||||
Exercisable | 80,778 | 6.17 | $ | 55.35 | $ | — |
Warrants_Tables
Warrants (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Warrants (Tables) [Line Items] | |||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Securities Into Which | Total Warrants | Warrants Recorded | Exercise | Expiration | ||||
Warrants are Convertible | Outstanding | as Liabilities | Price | Date | |||||
Common stock | 4,600,000 | — | $5.00 | August 2019 | |||||
Common stock | 120,000 | — | $6.25 | August 2019 | |||||
Common stock | 7,698 | 7,698 | $7.59 | January 2015 | |||||
Common stock | 612,838 | 110,527 | $26.00 | August and September 2018 | |||||
Common stock | 96 | — | $1,459.05 | December 2015 | |||||
Common stock | 205 | — | $1,490.85 | July 2015 | |||||
Common stock | 3,019 | — | $1,540.55 | July 2015 | |||||
Common stock | 151 | — | $2,981.70 | November 2015 | |||||
Total | 5,344,007 | 118,225 | |||||||
Warrant [Member] | |||||||||
Warrants (Tables) [Line Items] | |||||||||
Schedule of Assumptions for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Table Text Block] | December 31, 2014 | December 31, 2013 | |||||||
Risk-free interest rate | 1.18% - 1.20% | 0.09% - 1.36% | |||||||
Expected remaining term | 3.29 - 3.37 Years | 0.46 - 3.80 Years | |||||||
Expected volatility | 118.75% - 118.93% | 95.39% - 118.65% | |||||||
Dividend yield | 0% | 0% |
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||
December 31, 2014 | |||||||||||||||||||||||||
Recurring Financial Liabilities: | |||||||||||||||||||||||||
Warrant derivative liabilities | $ | — | $ | — | $ | 126,168 | $ | 126,168 | |||||||||||||||||
Contingent earn-out payments | 279,000 | 279,000 | |||||||||||||||||||||||
Total liabilities | $ | — | $ | — | $ | 405,168 | $ | 405,168 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
December 31, 2013 | |||||||||||||||||||||||||
Recurring Financial Liabilities: | |||||||||||||||||||||||||
Warrant derivative liabilities | $ | — | $ | — | $ | 9,147,507 | $ | 9,147,507 | |||||||||||||||||
Total liabilities | $ | — | $ | — | $ | 9,147,507 | $ | 9,147,507 | |||||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Conversion | ||||||||||||||||||||||||
Element of | Conversion | Contingent | |||||||||||||||||||||||
Warrant | Promissory | Element of | Series A CPS | Earn-out | |||||||||||||||||||||
Derivatives | Notes | Series B CPS | Derivatives | Payments | Total | ||||||||||||||||||||
Balance at January 1, 2014 | $ | 9,147,507 | $ | — | $ | — | $ | — | $ | — | $ | 9,147,507 | |||||||||||||
Issuances | — | — | — | — | 410,000 | 410,000 | |||||||||||||||||||
Revaluation gains included in gain on revaluation of derivative liabilities, net | (2,200,200 | ) | — | — | — | — | (2,200,200 | ) | |||||||||||||||||
Change in undiscounted contingent earn-out liability | — | — | — | — | (229,300 | ) | (229,300 | ) | |||||||||||||||||
Change in contingent earn-out adjustment included in interest expense | — | — | — | — | 98,300 | 98,300 | |||||||||||||||||||
Settlements | (6,821,139 | ) | — | — | — | — | (6,821,139 | ) | |||||||||||||||||
Balance at December 31, 2014 | $ | 126,168 | $ | — | $ | — | $ | — | $ | 279,000 | $ | 405,168 | |||||||||||||
Total gains included in other income and expenses attributable to liabilities still held as of December 31, 2014 | $ | 1,239,773 | $ | — | $ | — | $ | — | $ | 131,000 | $ | 1,370,773 | |||||||||||||
Conversion | |||||||||||||||||||||||||
Element of | Conversion | Contingent | |||||||||||||||||||||||
Warrant | Promissory | Element of | Series A CPS | Earn-out | |||||||||||||||||||||
Derivatives | Notes | Series B CPS | Derivatives | Payments | Total | ||||||||||||||||||||
Balance at January 1, 2013 | $ | 102,695 | $ | 274,928 | $ | 1,210,909 | $ | 619,652 | $ | — | $ | 2,208,184 | |||||||||||||
Issuances | 7,962,081 | — | — | — | — | 7,962,081 | |||||||||||||||||||
Revaluation (gains) losses included in other income and expenses | 1,082,731 | (274,928 | ) | (128,558 | ) | (173,050 | ) | — | 506,195 | ||||||||||||||||
Settlements | — | — | (1,082,351 | ) | (446,602 | ) | — | (1,528,953 | ) | ||||||||||||||||
Balance at December 31, 2013 | $ | 9,147,507 | $ | — | $ | — | $ | — | $ | — | $ | 9,147,507 | |||||||||||||
Total gains (losses) included in other income and expenses attributable to liabilities still held as of December 31, 2013 | $ | (1,082,732 | ) | $ | — | $ | — | $ | — | $ | — | $ | (1,082,732 | ) |
Segment_Information_Geographic1
Segment Information, Geographic Data, and Significant Customers (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||
Schedule of Revenue from External Customers by Geographical Areas [Table Text Block] | Year Ended December 31, | ||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
United States | $ | 3,559,154 | $ | 105,251 | |||||||||||||||||
International: | |||||||||||||||||||||
Canada | 234,302 | 165,329 | |||||||||||||||||||
Asia Pacific(1) | 1,287,436 | 979,437 | |||||||||||||||||||
Europe | 920,450 | 54,730 | |||||||||||||||||||
Total revenue | $ | 6,001,342 | $ | 1,304,747 | |||||||||||||||||
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block] | Revenues, Year Ended December 31, | Accounts Receivable, December 31, | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
Customer A | $ | 168,274 | 3% | $ | — | — | $ | 179,499 | 12% | $ | — | — | |||||||||
Customer B | $ | 188,117 | 3% | $ | — | — | $ | 170,354 | 12% | $ | — | — | |||||||||
Customer C | $ | 500,000 | 8% | $ | 458,333 | 35% | $ | — | — | $ | — | — | |||||||||
Customer D | $ | 261,507 | 4% | $ | 191,271 | 15% | $ | 29,654 | 2% | $ | 65,600 | 18% | |||||||||
Customer E | $ | 3,933 | 0% | $ | 188,552 | 14% | $ | — | — | $ | 19,646 | 5% | |||||||||
Customer F | $ | 164,529 | 3% | $ | 162,779 | 12% | $ | — | — | $ | 170,071 | 46% | |||||||||
Customer G | $ | 4,500 | 0% | $ | 138,328 | 11% | $ | — | — | $ | 17,808 | 5% | |||||||||
Schedule of Long-Lived Assets, by Geographical Areas [Table Text Block] | 2014 | 2013 | |||||||||||||||||||
United States | $ | 856,546 | $ | 250,295 | |||||||||||||||||
Europe | 12,758 | 19,323 | |||||||||||||||||||
— | |||||||||||||||||||||
Total long-lived assets | $ | 869,304 | $ | 269,618 |
Net_Income_Loss_Per_Share_Tabl
Net Income (Loss) Per Share (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Year Ended December 31, | ||||||||
2014 | 2013 | ||||||||
Common share equivalents issuable upon exercise of common stock options | 21,943 | 61 | |||||||
Common share equivalents issuable upon exercise of common stock warrants | 1,031,117 | 59,184 | |||||||
Common share equivalents issuable upon exercise of unit warrants | — | 12,898 | |||||||
Shares issuable upon vesting of restricted stock | 79,268 | — | |||||||
Shares issuable upon conversion of Series 1 Convertible Preferred Stock | 477,640 | 291,230 | |||||||
Shares issuable upon conversion of Series A CPS | — | 26,651 | |||||||
Shares issuable upon conversion of Series B CPS | — | 47,019 | |||||||
Shares issuable upon conversion of Series C CPS | — | 2,933 | |||||||
Shares issuable upon settlement of MTDC Notes | 1,528,558 | 29,050 | |||||||
Shares issuable upon conversion of Series A-1 Convertible Preferred Stock | — | 21,181 | |||||||
Shares issuable upon conversion of convertible promissory notes | — | 19,337 | |||||||
Total common share equivalents excluded from denominator for diluted earnings per share computation | 3,138,526 | 509,544 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | |||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
U.S. | $ | -10,375,292 | $ | -15,765,490 | |||||
Foreign | -314,471 | -494,441 | |||||||
Net loss before provision for income taxes | $ | -10,689,763 | $ | -16,259,931 | |||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Year Ended December 31, | ||||||||
2014 | 2013 | ||||||||
Current: | |||||||||
Federal | $ | — | $ | — | |||||
State | 3,100 | 3,191 | |||||||
Foreign | — | 3,150 | |||||||
Total Current | $ | 3,100 | $ | 6,341 | |||||
Deferred: | |||||||||
Federal | $ | — | $ | — | |||||
State | — | — | |||||||
Foreign | — | — | |||||||
Total Deferred | $ | — | $ | — | |||||
Provision for income taxes | $ | 3,100 | $ | 6,341 | |||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended December 31, | ||||||||
2014 | 2013 | ||||||||
Provision for income taxes at federal statutory rate | $ | (3,634,519 | ) | $ | (5,528,377 | ) | |||
Federal research and development tax credits | (153,429 | ) | (100,535 | ) | |||||
Derivative revaluations and settlements | (748,068 | ) | (172,106 | ) | |||||
Adjustments related to 2013 Exchange | — | 3,313,162 | |||||||
Expenses not deductible, income not taxable and other | (8,699 | ) | 64,489 | ||||||
Foreign loss taxed at lower rates | 106,920 | 170,813 | |||||||
Change in federal valuation allowance | 4,440,895 | 2,258,895 | |||||||
Provision for income taxes | $ | 3,100 | $ | 6,341 | |||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, | December 31, | |||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carry-forwards | $ | 32,741,321 | $ | 28,412,473 | |||||
Capitalized research and development cost | 445,854 | 526,919 | |||||||
Goodwill and intangible assets | 133,047 | — | |||||||
Research and development tax credit | 1,819,895 | 1,559,952 | |||||||
Depreciation on property and equipment | 52,297 | 27,536 | |||||||
Stock-based compensation | 811,810 | 454,125 | |||||||
Reserves and accruals | 724,521 | 774,786 | |||||||
Total deferred tax asset | 36,728,745 | 31,755,791 | |||||||
Valuation allowance | -35,452,624 | (30,344,332 | ) | ||||||
Deferred tax assets net of valuation allowance | 1,276,121 | 1,411,459 | |||||||
Deferred tax liability: | |||||||||
Discount on debt issuance | (1,276,121 | ) | (1,411,459 | ) | |||||
Net deferred tax assets | $ | — | $ | — | |||||
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | Year Ended December 31, | ||||||||
2014 | 2013 | ||||||||
Beginning Balance | $ | 810,000 | $ | 721,000 | |||||
Additions based on tax positions related to the current year | 135,000 | 89,000 | |||||||
Ending Balance | $ | 945,000 | $ | 810,000 |
Quarterly_Financial_Data_Unaud1
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Schedule of Quarterly Financial Information [Table Text Block] | Year Ended December 31, 2014 | ||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Revenue | $ | 1,405,513 | $ | 1,733,908 | $ | 1,250,201 | $ | 1,611,720 | |||||||||
Gross profit | $ | 798,940 | $ | 975,500 | $ | 875,425 | $ | 779,078 | |||||||||
Net gains on derivative revaluations | $ | 215,956 | $ | 1,158,240 | $ | 589,336 | $ | 465,968 | |||||||||
Non-recurring gains, credits and (charges) related to restructuring | $ | — | $ | — | $ | (128,546 | ) | $ | — | ||||||||
Net loss | $ | (2,545,615 | ) | $ | (2,103,412 | ) | $ | (2,780,535 | ) | $ | (3,263,301 | ) | |||||
Net loss attributable to common stockholders | $ | (2,545,615 | ) | $ | (2,103,412 | ) | $ | (2,780,535 | ) | $ | (3,263,301 | ) | |||||
Net loss per share – basic and diluted | $ | (2.79 | ) | $ | (2.28 | ) | $ | (1.02 | ) | $ | (0.58 | ) | |||||
Net income (loss) per share – basic | . | ||||||||||||||||
Net income (loss) per share – diluted | . | ||||||||||||||||
Year Ended December 31, 2013 | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Revenue | $ | 178,487 | $ | 246,248 | $ | 389,547 | $ | 490,465 | |||||||||
Gross profit | $ | 112,899 | $ | 169,468 | $ | 196,733 | $ | 251,452 | |||||||||
Net gains (losses) on derivative revaluations | $ | (593,717 | ) | $ | 115,237 | $ | 623,613 | $ | (651,328 | ) | |||||||
Non-recurring gains, credits and (charges) related to restructuring | $ | — | $ | — | $ | (7,523,728 | ) | $ | 4,398,648 | ||||||||
Net income (loss) | $ | (3,781,510 | ) | $ | (3,163,155 | ) | $ | (10,808,332 | ) | $ | 1,486,725 | ||||||
Net income (loss) attributable to common stockholders | $ | (3,988,194 | ) | $ | (5,862,322 | ) | $ | (12,246,825 | ) | $ | 4,385,275 | ||||||
. | |||||||||||||||||
Net income (loss) per share – basic | $ | (95.10 | ) | $ | (139.79 | ) | $ | (43.51 | ) | $ | 5.19 | ||||||
Net income (loss) per share – diluted | $ | (95.10 | ) | $ | (139.79 | ) | $ | (43.51 | ) | $ | 2.46 |
The_Company_Details
The Company (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | |||
Sep. 30, 2013 | Aug. 27, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 27, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Nov. 26, 2013 | |
The Company (Details) [Line Items] | ||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | $0.00 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 118,225 | |||||||
Share Price (in Dollars per share) | $3 | |||||||
Gains (Losses) on Extinguishment of Debt (in Dollars) | ($128,546) | ($4,970,410) | ||||||
Placement Agent, Final Warrant Unit Issued | 2.54 | 23.34 | ||||||
Placement Agent [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Share Price (in Dollars per share) | 19.6 | 20 | 19.6 | |||||
Fair Value Assumptions, Expected Volatility Rate | 85.06% | 84.27% | ||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.01% | 1.16% | ||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | ||||||
Fair Value Assumptions, Expected Term | 4 years | 4 years | ||||||
Class of Warrant or Right, Price pf Securities Called by Each Unit, Warrant (in Dollars per Item) | 50,000 | 50,000 | ||||||
Warrant Issued, Fair Value (in Dollars) | 110,416 | 1,036,605 | ||||||
Underwriters [Member] | 2014 Public Offering [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Sale of Stock, Number of Shares Issued in Transaction | 600,000 | |||||||
Underwriting Agreement [Member] | 2014 Public Offering [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Stockholders Equity Note, Stock Split,Shares Issued for Fractional Share | 1 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | 6.25 | |||||||
Share Price (in Dollars per share) | 4.6 | |||||||
Fair Value Assumptions, Expected Volatility Rate | 108.07% | |||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.48% | |||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||
Fair Value Assumptions, Expected Term | 4 years 6 months | |||||||
Payment For Underwriting Fees (in Dollars) | 1,675,000 | |||||||
Issuance of Warrants to Underwriters | 120,000 | |||||||
Warrants, Aggregate Grant Date, Fair Value (in Dollars) | 395,766 | |||||||
Series A-1 [Member] | Securities Exchange Agreement Securities Obtained From Investors In Transaction [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Preferred Stock, Liquidation Preference, Value (in Dollars) | 17,081,913 | |||||||
Series A-1 [Member] | Convertible Preferred Stock [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | 0.001 | |||||||
Series A-2 [Member] | Convertible Preferred Stock [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | 0.001 | |||||||
Series 1 Convertible Preferred Stock [Member] | Securities Exchange Agreement Securities Obtained From Investors In Transaction [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,987.02 | |||||||
Series 1 Convertible Preferred Stock [Member] | 2013 Private Placement [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Sale of Stock, Number of Shares Issuable in Transaction | 646.0351 | |||||||
Conversion of Stock, Shares Issuable | 646.0351 | |||||||
Series 1 Convertible Preferred Stock [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | 0.001 | |||||||
Convertible Promissory Note [Member] | Securities Exchange Agreement Securities Obtained From Investors In Transaction [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Debt Instrument, Face Amount (in Dollars) | 17,084,894 | |||||||
Convertible Promissory Note [Member] | Relative Fair Value Of Securities Surrendered In 2013 Exchange [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Debt Instrument, Fair Value Disclosure (in Dollars) | 10,422,956 | |||||||
Long-term Debt, Gross (in Dollars) | 5,452,546 | |||||||
Gains (Losses) on Extinguishment of Debt (in Dollars) | -4,970,410 | |||||||
Securities Exchange Agreement Securities Obtained From Investors In Transaction [Member] | Common Stock [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Sale of Stock, Number of Shares Issuable in Transaction | 106,732 | |||||||
Securities Exchange Agreement Securities Obtained From Investors In Transaction [Member] | Warrant [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Sale of Stock, Number of Shares Issuable in Transaction | 236,900 | |||||||
Securities Exchange Agreement Securities Obtained From Investors In Transaction [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 56,518 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | 26 | |||||||
Relative Fair Value Of Securities Surrendered In 2013 Exchange [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Share Price (in Dollars per share) | $20 | |||||||
Fair Value Assumptions, Expected Volatility Rate | 84.26% | |||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.16% | |||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||
Fair Value Assumptions, Expected Term | 4 years | |||||||
2013 Private Placement [Member] | Common Stock [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Sale of Stock, Number of Shares Issuable in Transaction | 520,925 | 589,375 | 68,450 | |||||
Sale of Stock, Number of Shares in Each Unit Sold | 2,500 | |||||||
Sale of Stock, Number of Warrants Issued in Transaction | 162,500 | |||||||
2013 Private Placement [Member] | Series 1 Convertible Preferred Stock [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Sale of Stock, Number of Shares in Each Unit Sold | 9.939 | |||||||
2013 Private Placement [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,250 | 1,250 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $26 | |||||||
Sale of Stock, Consideration Received Per Transaction (in Dollars) | 50,000 | |||||||
Gross Proceeds from Private Placement (in Dollars) | 13,668,500 | 15,037,500 | 1,369,000 | |||||
Sale of Stock, Number of Warrants Issued in Transaction | 341,713 | 375,938 | 34,225 | |||||
Payments of Stock Issuance Costs (in Dollars) | 2,791,359 | |||||||
Issuance of Warrants to Placement Agent (in Dollars) | 1,147,021 | |||||||
Warrants, Exercisable Period | 5 years | |||||||
Payment for Placement Agent Fees (in Dollars) | 1,339,750 | |||||||
2013 Private Placement Offering Cost [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Issuance of Warrants to Placement Agent (in Dollars) | 1,147,021 | |||||||
2014 Public Offering [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | 5 | |||||||
Sale of Stock, Number of Shares in Each Unit Sold | 2,000 | |||||||
Sale of Stock, Number of Warrants Issued in Transaction | 4,600,000 | |||||||
Units Issued During Period, Units, New Issues | 2,000 | |||||||
Unit Issued During Period, Price Per Unit, New Issues (in Dollars per share) | 10,000 | |||||||
Sale of Warrant, Number of Warrant in Each Unit Sold | 2,000 | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 4,000,000 | |||||||
Class of Warrant or Right Expiration Period | 5 years | |||||||
Gross Proceeds From Public Offering (in Dollars) | 20,000,006 | |||||||
Proceeds from Issuance of Common Stock (in Dollars) | 18,000,000 | |||||||
Common Stock [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | |||||||
Preferred Stock [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 17.20% | |||||||
Convertible Preferred Stock [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Payments of Stock Issuance Costs (in Dollars) | ($118,413) | |||||||
Warrant [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Share Price (in Dollars per share) | $3 | $20 | ||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | ||||||
The 2013 Reverse Split [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 99.39 | |||||||
Stockholders Equity Note, Stock Split,Shares Issued for Fractional Share | 1 | |||||||
The 2014 Reverse Split [Member] | ||||||||
The Company (Details) [Line Items] | ||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 10 | |||||||
Stockholders Equity Note, Stock Split,Shares Issued for Fractional Share | 1 |
The_Company_Details_The_alloca
The Company (Details) - The allocation of new securities issued (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
The Company (Details) - The allocation of new securities issued [Line Items] | |
Allocated Fair Value | $15,037,500 |
Issuance Costs | -2,791,359 |
Final Allocation | 12,246,141 |
Common Stock [Member] | |
The Company (Details) - The allocation of new securities issued [Line Items] | |
Allocated Fair Value | 8,508,451 |
Issuance Costs | -2,186,972 |
Final Allocation | 6,321,479 |
Series 1 Convertible Preferred Stock [Member] | |
The Company (Details) - The allocation of new securities issued [Line Items] | |
Allocated Fair Value | 2,351,376 |
Issuance Costs | -604,387 |
Final Allocation | 1,746,989 |
Warrant [Member] | |
The Company (Details) - The allocation of new securities issued [Line Items] | |
Allocated Fair Value | 4,177,673 |
Issuance Costs | |
Final Allocation | $4,177,673 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | ||
Government Subsidies Recognized during the Period | $559,442 | $311,079 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) - Property and equipment useful lives | 12 Months Ended |
Dec. 31, 2014 | |
Equipment [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Property and equipment useful lives [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Equipment [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Property and equipment useful lives [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Toolsand Molds [Member] | |
Summary of Significant Accounting Policies (Details) - Property and equipment useful lives [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Property and equipment useful lives [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Property and equipment useful lives [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures [Member] | |
Summary of Significant Accounting Policies (Details) - Property and equipment useful lives [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Acquisitions_Details
Acquisitions (Details) (USD $) | 12 Months Ended | 24 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Acquisitions (Details) [Line Items] | |||
Business Acquisition, Effective Date of Acquisition | 6-Jan-14 | ||
Business Combination, Contingent Consideration Arrangements, Description | The contingent consideration arrangement requires the Company to pay IntegenX a percentage of revenues, on a sliding scale up to 20%, should certain revenue targets be achieved in 2014, 2015 and 2016. We estimated the fair value of the contingent consideration using a probability-weighted discounted cash flow model based on key assumptions including annual revenues ranging from $4.0 million to $9.9 million and a discount rate of 14%. | ||
Business Combination, Contingent Consideration, Percentage of Revenue | 20.00% | ||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Valuation Technique | We estimated the fair value of the contingent consideration using a probability-weighted discounted cash flow model based on key assumptions including annual revenues ranging from $4.0 million to $9.9 million and a discount rate of 14%. | ||
Business Combination, Acquisition Related Costs | $140,000 | ||
General and Administrative Expense [Member] | |||
Acquisitions (Details) [Line Items] | |||
Business Combination, Acquisition Related Costs | 95,000 | 45,000 | |
Fair Value, Inputs, Level 3 [Member] | |||
Acquisitions (Details) [Line Items] | |||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | 4,000,000 | 4,000,000 | |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 9,900,000 | $9,900,000 | |
Fair Value Inputs, Discount Rate | 14.00% |
Acquisitions_Details_Schedule_
Acquisitions (Details) - Schedule of Purchase Price (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Jan. 06, 2014 | |
Acquisitions (Details) - Schedule of Purchase Price [Line Items] | |||
Cash | $2,000,000 | ||
Contingent earn-out payments | 279,000 | ||
Apollo Business [Member] | |||
Acquisitions (Details) - Schedule of Purchase Price [Line Items] | |||
Cash | 2,000,000 | ||
Promissory note (see Note 7) | 1,100,000 | ||
Contingent earn-out payments | 410,000 | ||
Total | $3,510,000 |
Acquisitions_Details_Schedule_1
Acquisitions (Details) - Schedule of identifiable assets and liabilities (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 06, 2014 |
Intangible assets: | |||
Goodwill (1) | $990,000 | ||
Customer Lists And Trademarks [Member] | Apollo Business [Member] | |||
Intangible assets: | |||
Intangible Assets Excluding Goodwill | 1,500,000 | ||
Technology-Based Intangible Assets [Member] | Apollo Business [Member] | |||
Intangible assets: | |||
Intangible Assets Excluding Goodwill | 360,000 | ||
Apollo Business [Member] | |||
Acquisitions (Details) - Schedule of identifiable assets and liabilities [Line Items] | |||
Inventory | 606,000 | ||
Property and equipment | 118,000 | ||
Intangible assets: | |||
Goodwill (1) | 990,000 | ||
Total assets | 3,574,000 | ||
Liabilities b accrued vacation | -64,000 | ||
Total purchase price | $3,510,000 |
Acquisitions_Details_Selected_
Acquisitions (Details) - Selected amounts related to the Apollo Business (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Combination, Separately Recognized Transactions [Line Items] | ||||||||||
Revenue | $1,611,720 | $1,250,201 | $1,733,908 | $1,405,513 | $490,465 | $389,547 | $246,248 | $178,487 | $6,001,342 | $1,304,747 |
Net loss | -3,263,301 | -2,780,535 | -2,103,412 | -2,545,615 | 1,486,725 | -10,808,332 | -3,163,155 | -3,781,510 | -10,692,863 | -16,266,272 |
Apollo Business [Member] | ||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||||||
Revenue | 2,121,696 | |||||||||
Net loss | ($2,499,000) |
Acquisitions_Details_Unaudited
Acquisitions (Details) - Unaudited pro forma information (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Unaudited pro forma information [Abstract] | ||
Total revenue | $6,001,342 | $4,245,586 |
Net loss | ($10,491,119) | ($17,593,069) |
Net loss per share - basic and diluted (in Dollars per share) | ($4.09) | ($62.52) |
Inventories_Details_Inventorie
Inventories (Details) - Inventories (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Inventories [Abstract] | ||
Raw materials | $54,620 | $125,068 |
Work in process | 250,935 | 46,974 |
Finished goods | 507,223 | 120,608 |
Inventories, net | $812,778 | $292,650 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $323,876 | $692,489 |
Property_and_Equipment_Details1
Property and Equipment (Details) - Property and equipment (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property and equipment [Abstract] | ||
Equipment | $3,080,849 | $2,161,715 |
Tools and molds | 11,543 | 11,543 |
Leasehold improvements | 85,711 | 82,848 |
Furniture and fixtures | 95,083 | 93,518 |
Total property and equipment | 3,273,186 | 2,349,624 |
Less accumulated depreciation and amortization | -2,403,882 | -2,080,006 |
Property and equipment, net | $869,304 | $269,618 |
Property_and_Equipment_Details2
Property and Equipment (Details) - Equipment under leases (Equipment [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Equipment [Member] | ||
Capital Leased Assets [Line Items] | ||
Cost | $455,162 | |
Accumulated depreciation | ||
Total | $455,162 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization of Intangible Assets | $497,900 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets (Details) - Changes in the carrying amount of goodwill (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Changes in the carrying amount of goodwill [Abstract] | |
Balance at January 1, 2014 | |
Additions (see Note 3) | 990,000 |
Balance at December 31, 2014 | $990,000 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets (Details) - Other intangible assets (USD $) | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | $1,860,000 |
Net Accumulated Amortization | 497,900 |
Intangible Assets | 1,362,100 |
Technology-Based Intangible Assets [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 360,000 |
Net Accumulated Amortization | 100,000 |
Intangible Assets | 260,000 |
Customer Lists And Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 1,500,000 |
Net Accumulated Amortization | 397,900 |
Intangible Assets | $1,102,100 |
Goodwill_and_Other_Intangible_5
Goodwill and Other Intangible Assets (Details) - The estimated future amortization expenses by fiscal year (USD $) | Dec. 31, 2014 |
The estimated future amortization expenses by fiscal year [Abstract] | |
2015 | $449,900 |
2016 | 421,000 |
2017 | 313,900 |
2018 | 148,500 |
2019 | 28,800 |
Total amortization | $1,362,100 |
Long_Term_Obligations_Details
Long Term Obligations (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Aug. 27, 2013 | 27-May-11 | Sep. 12, 2014 | Dec. 31, 2012 | Nov. 26, 2013 | Aug. 15, 2013 | |
Long Term Obligations (Details) [Line Items] | ||||||||
Payments of Debt Issuance Costs | ($2,791,359) | |||||||
Derivative, Fair Value, Net | 274,928 | |||||||
Increase (Decrease) in Derivative Liabilities | 274,928 | |||||||
Gains (Losses) on Extinguishment of Debt | -128,546 | -4,970,410 | ||||||
Share Price (in Dollars per share) | $3 | |||||||
Notes Issued | 1,100,000 | |||||||
Debt Instrument, Maturity Date, Description | The IntegenX Note earned simple interest at 8% per annum over its three year term, payable on the Maturity Date. It was repayable early without premium or penalty at the Company’s option at any time and it had to be repaid within 45 days of the closing of an equity offering yielding the Company net cash proceeds of at least $15,000,000. | |||||||
Operating Leases, Rent Expense | 365,665 | 604,558 | ||||||
2013 Exchange Agreement [Member] | Convertible Promissory Note [Member] | ||||||||
Long Term Obligations (Details) [Line Items] | ||||||||
Debt Instrument, Unamortized Discount | 14,442,497 | |||||||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 3 years 6 months | |||||||
Series A-2 Convertible Preferred Stock [Member] | Convertible Promissory Note [Member] | ||||||||
Long Term Obligations (Details) [Line Items] | ||||||||
Debt Instrument, Convertible, Number of Equity Instruments | 2,679,824 | |||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $5.70 | |||||||
Series A-2 Convertible Preferred Stock [Member] | ||||||||
Long Term Obligations (Details) [Line Items] | ||||||||
Convertible Preferred Stock, Terms of Conversion | each 99.39 shares being convertible into one share of common stock. | |||||||
Convertible Preferred Stock, Shares Issued upon Conversion (in Shares) | 99.39 | |||||||
Convertible Promissory Note [Member] | ||||||||
Long Term Obligations (Details) [Line Items] | ||||||||
Debt Instrument, Face Amount | 15,275,000 | |||||||
Proceeds from Sale of Promissory Notes, Convertible Preferred Stock and Warrants, Gross | 30,550,000 | |||||||
Payments of Debt Issuance Costs | 2,524,963 | |||||||
Proceeds from Debt, Net of Issuance Costs | 28,025,037 | |||||||
Debt Instrument, Interest Rate During Period | 5.00% | |||||||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 3 years 6 months | |||||||
Unamortized Debt Issuance Expense | 832,502 | |||||||
WGBM Notes [Member] | ||||||||
Long Term Obligations (Details) [Line Items] | ||||||||
Debt Instrument, Face Amount | 1,400,000 | 6,600,000 | ||||||
Long-term Debt, Gross | 5,300,000 | |||||||
MTDC Notes [Member] | ||||||||
Long Term Obligations (Details) [Line Items] | ||||||||
Debt Instrument, Face Amount | 5,200,000 | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 17.39% | |||||||
Share Price (in Dollars per share) | $3.40 | |||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | 1,528,558 | |||||||
Integen X Note [Member] | ||||||||
Long Term Obligations (Details) [Line Items] | ||||||||
Gains (Losses) on Extinguishment of Debt | -128,546 | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 11.60% | |||||||
Notes Issued | 1,250,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||
Proceeds from Future Fundraising | $15,000,000 |
Long_Term_Obligations_Details_
Long Term Obligations (Details) - MTDC Notes (MTDC Notes [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
MTDC Notes [Member] | ||
Debt Instrument [Line Items] | ||
Face value | $5,200,000 | $5,200,000 |
Debt discount, net of accumulated amortization of $339,751 and 27,258 at December 31, 2014 and 2013, respectively | 3,203,565 | 3,516,058 |
Notes payable, net of debt discount | $1,996,435 | $1,683,942 |
Long_Term_Obligations_Details_1
Long Term Obligations (Details) - MTDC Notes (Parentheticals) (MTDC Notes [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
MTDC Notes [Member] | ||
Debt Instrument [Line Items] | ||
Accumulated amortization | $339,751 | $27,258 |
Long_Term_Obligations_Details_2
Long Term Obligations (Details) - IntegenX Note (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Jan. 06, 2014 | |
Debt Instrument [Line Items] | |||
Loss on extinguishment of debt | ($128,546) | ($4,970,410) | |
Balance repaid to IntegenX | 1,318,219 | ||
Notes payable, net of debt discount | 2,235,671 | 1,683,942 | |
Integen X Note [Member] | |||
Debt Instrument [Line Items] | |||
Face value | 1,250,000 | 1,250,000 | |
Interest added to principal | 68,219 | ||
Stated value | 1,318,219 | 1,250,000 | |
Debt discount, net of accumulated amortization of $21,454 and nil at September 12 and January 6, 2014, respectively | 128,546 | 150,000 | |
Notes payable, net of debt discount, prior to repayment | 1,189,673 | 1,100,000 | |
Loss on extinguishment of debt | 128,546 | ||
Balance repaid to IntegenX | -1,318,219 | ||
Notes payable, net of debt discount | $1,100,000 |
Long_Term_Obligations_Details_3
Long Term Obligations (Details) - IntegenX Note (Parentheticals) (Integen X Note [Member], USD $) | Dec. 31, 2014 |
Integen X Note [Member] | |
Debt Instrument [Line Items] | |
Accumulated amortization | $21,454 |
Long_Term_Obligations_Details_4
Long Term Obligations (Details) - Schedule of future minimum obligations (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Schedule of future minimum obligations [Abstract] | |
2015 | $438,707 |
2015 | 129,284 |
2016 | 451,868 |
2016 | 129,284 |
2017 | 465,424 |
2017 | 120,189 |
2018 | 159,796 |
2018 | |
Total minimum obligations | 1,515,795 |
Total minimum obligations | 378,757 |
Amounts representing interest | -22,950 |
Present value of future minimum payments | 355,807 |
Current portion of long term obligations | -116,571 |
Long term obligations, less current portion | $239,236 |
Convertible_Preference_Shares_2
Convertible Preference Shares of Subsidiary (Details) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 8 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2010 | Dec. 31, 2010 | Oct. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Oct. 11, 2013 | Oct. 11, 2013 | Dec. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2014 | Nov. 26, 2013 | Dec. 31, 2014 | Nov. 26, 2013 | Dec. 31, 2012 | Dec. 14, 2010 | Nov. 10, 2011 | Apr. 03, 2014 | Dec. 14, 2010 | Dec. 14, 2010 | Dec. 31, 2014 | Apr. 03, 2014 | Nov. 26, 2013 | 8-May-08 | Apr. 03, 2009 | Jul. 01, 2009 | Nov. 26, 2013 | Dec. 31, 2014 | |
USD ($) | USD ($) | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series C Preferred Stock [Member] | Series C Preferred Stock [Member] | Series C Preferred Stock [Member] | Series C Preferred Stock [Member] | Series C Preferred Stock [Member] | Series C Preferred Stock [Member] | Series C Preferred Stock [Member] | Series C Preferred Stock [Member] | MTDC [Member] | Issuance Of Series BCPS To EEV And PMSB [Member] | KMP [Member] | WGBM [Member] | Convertible Preferred Stock [Member] | |
KMP [Member] | EEV [Member] | PMSB [Member] | Rights Of The Holders Of Series A And BCPS [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | MTDC [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | MTDC [Member] | MTDC [Member] | MTDC [Member] | MTDC [Member] | MTDC [Member] | WGBM [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Convertible Preferred Stock [Member] | USD ($) | |||
Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Maximum [Member] | USD ($) | USD ($) | USD ($) | USD ($) | Convertible Preferred Stock [Member] | USD ($) | USD ($) | USD ($) | Private Placement [Member] | Private Placement [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | USD ($) | USD ($) | USD ($) | USD ($) | MYR | ||||||
USD ($) | USD ($) | USD ($) | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | USD ($) | USD ($) | |||||||||||||||||||||||
USD ($) | |||||||||||||||||||||||||||||
Convertible Preference Shares of Subsidiary (Details) [Line Items] | |||||||||||||||||||||||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $2.25 | $2.25 | $2.25 | ||||||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction (in Shares) | 188,057 | 222,222 | 3,233,734 | 1,077,911 | |||||||||||||||||||||||||
Conversion of Stock, Shares Issued (in Shares) | 444,444 | 3,233,734 | |||||||||||||||||||||||||||
Conversion of Stock, Amount Issued | $9,838,569 | $70,000 | $70,000 | ||||||||||||||||||||||||||
Share Price (in Dollars per share) | $3 | $2,630.90 | $20 | $2,236.30 | $29.82 | $20 | $29.82 | $1.55 | $2.32 | ||||||||||||||||||||
Number of Trading Days | 10 days | 10 days | 10 days | ||||||||||||||||||||||||||
Applicable Stock Price Calculation, Percentage | 85.00% | ||||||||||||||||||||||||||||
Derivative Liability, Fair Value, Gross Liability | 1,082,351 | 1,210,909 | 446,602 | 619,652 | |||||||||||||||||||||||||
Increase (Decrease) in Derivative Liabilities | 274,928 | -128,558 | -173,050 | ||||||||||||||||||||||||||
Derivative, Gain on Derivative | 1,012,351 | ||||||||||||||||||||||||||||
Applicable Stock Price (in Dollars per share) | $0.85 | ||||||||||||||||||||||||||||
Share Premium, Percentage | 8.00% | ||||||||||||||||||||||||||||
Derivative, Cap Price (in Dollars per Item) | 1,540.55 | ||||||||||||||||||||||||||||
Derivative, Floor Price (in Dollars per Item) | 99.39 | ||||||||||||||||||||||||||||
Proceeds from Issuance of Convertible Preferred Stock | 5,000,000 | 8,842,256 | |||||||||||||||||||||||||||
Payments of Stock Issuance Costs | 6,272 | -118,413 | |||||||||||||||||||||||||||
Preferred Stock, Conversion Rate | 1 | 1 | 1 | ||||||||||||||||||||||||||
Denominator for Conversion of Preferred Stock | 100 | ||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted (in Shares) | 993.9 | 993.9 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $10,338,887 | $4,993,728 | |||||||||||||||||||||||||||
Preferred Stock, Shares Authorized (in Shares) | 10,000,000 | 10,000,000 | 200,000,000 | ||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Ringgits per share) | $0.00 | $0.00 | 0.01 |
Convertible_Preference_Shares_3
Convertible Preference Shares of Subsidiary (Details) - Transactions along with the issuance of Series C CPS (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Series A Preferred Stock [Member] | Convertible Preferred Stock [Member] | 07/18/2008 [Member] | |
Class of Stock [Line Items] | |
Number of CPS (in Shares) | 444,444 |
Initial Investor | MTDC |
Gross Proceeds | $1,000,000 |
Issuance (Costs) | -30,000 |
Net Cash Proceeds | 970,000 |
CPS Outstanding (in Shares) | 444,444 |
Series A Preferred Stock [Member] | Convertible Preferred Stock [Member] | 11/27/2008 [Member] | |
Class of Stock [Line Items] | |
Number of CPS (in Shares) | 444,444 |
Initial Investor | MTDC |
Gross Proceeds | 1,000,000 |
Issuance (Costs) | -30,000 |
Net Cash Proceeds | 970,000 |
CPS Outstanding (in Shares) | 444,444 |
Series B Preferred Stock [Member] | Convertible Preferred Stock [Member] | 06/08/2009 [Member] | |
Class of Stock [Line Items] | |
Number of CPS (in Shares) | 111,111 |
Initial Investor | EEV |
Gross Proceeds | 250,000 |
Issuance (Costs) | -19,393 |
Exchange Gain (loss) | -18,029 |
Net Cash Proceeds | 212,578 |
Date if Exchanged | 8/17/10 |
Series B Preferred Stock [Member] | Convertible Preferred Stock [Member] | 03/09/2010 [Member] | |
Class of Stock [Line Items] | |
Number of CPS (in Shares) | 111,111 |
Initial Investor | EEV |
Gross Proceeds | 250,000 |
Issuance (Costs) | -8,929 |
Exchange Gain (loss) | -3,005 |
Net Cash Proceeds | 238,066 |
Date if Exchanged | 8/17/10 |
Series B Preferred Stock [Member] | Convertible Preferred Stock [Member] | 09/23/2009 [Member] | |
Class of Stock [Line Items] | |
Number of CPS (in Shares) | 222,222 |
Initial Investor | PMSB |
Gross Proceeds | 500,000 |
Issuance (Costs) | -7,500 |
Net Cash Proceeds | 492,500 |
Date if Exchanged | 10/11/13 |
Series B Preferred Stock [Member] | Convertible Preferred Stock [Member] | 05/13/2010 [Member] | |
Class of Stock [Line Items] | |
Number of CPS (in Shares) | 222,222 |
Initial Investor | PMSB |
Gross Proceeds | 500,000 |
Issuance (Costs) | -5,000 |
Net Cash Proceeds | 495,000 |
Date if Exchanged | 10/11/13 |
Series B Preferred Stock [Member] | Convertible Preferred Stock [Member] | 09/18/2009 [Member] | |
Class of Stock [Line Items] | |
Number of CPS (in Shares) | 188,057 |
Initial Investor | KMP |
Gross Proceeds | 423,128 |
Issuance (Costs) | -11,319 |
Net Cash Proceeds | 411,809 |
Date if Exchanged | 9/29/10 |
Subtotal [Member] | |
Class of Stock [Line Items] | |
Number of CPS (in Shares) | 1,743,611 |
Gross Proceeds | 3,923,128 |
Issuance (Costs) | -112,141 |
Exchange Gain (loss) | -21,034 |
Net Cash Proceeds | 3,789,953 |
CPS Outstanding (in Shares) | 888,888 |
Series C Preferred Stock [Member] | Convertible Preferred Stock [Member] | 03/10/2011 [Member] | |
Class of Stock [Line Items] | |
Number of CPS (in Shares) | 3,233,734 |
Initial Investor | MTDC |
Gross Proceeds | 5,000,000 |
Issuance (Costs) | -6,272 |
Exchange Gain (loss) | 58,575 |
Net Cash Proceeds | 5,052,303 |
CPS Outstanding (in Shares) | 3,233,734 |
Convertible Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Number of CPS (in Shares) | 4,977,345 |
Gross Proceeds | 8,923,128 |
Issuance (Costs) | -118,413 |
Exchange Gain (loss) | 37,541 |
Net Cash Proceeds | $8,842,256 |
CPS Outstanding (in Shares) | 4,122,622 |
Convertible_Preference_Shares_4
Convertible Preference Shares of Subsidiary (Details) - Series B CPS Fair values estimated assumptions (Series B CPS Derivative Liability [Member]) | 9 Months Ended | 12 Months Ended |
Oct. 11, 2013 | Dec. 31, 2012 | |
Series B CPS Derivative Liability [Member] | ||
Convertible Preference Shares of Subsidiary (Details) - Series B CPS Fair values estimated assumptions [Line Items] | ||
Risk-free interest rate | 0.07% | 0.16% |
Expected remaining term | 175 days | 1 year |
Expected volatility | 97.39% | 125.53% |
Dividend yield | 0.00% | 0.00% |
Convertible_Preference_Shares_5
Convertible Preference Shares of Subsidiary (Details) - Series A CPS Fair values estimated assumptions (Series A CPS Derivative Liability [Member]) | 11 Months Ended | 12 Months Ended |
Nov. 26, 2013 | Dec. 31, 2012 | |
Convertible Preference Shares of Subsidiary (Details) - Series A CPS Fair values estimated assumptions [Line Items] | ||
Risk-free interest rate | 0.07% | |
Expected remaining term | 29 days | |
Expected volatility | 175.31% | |
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Convertible Preference Shares of Subsidiary (Details) - Series A CPS Fair values estimated assumptions [Line Items] | ||
Risk-free interest rate | 0.11% | |
Expected remaining term | 200 days | |
Expected volatility | 123.55% | |
Maximum [Member] | ||
Convertible Preference Shares of Subsidiary (Details) - Series A CPS Fair values estimated assumptions [Line Items] | ||
Risk-free interest rate | 0.15% | |
Expected remaining term | 328 days | |
Expected volatility | 127.94% |
Preferred_Stock_Details
Preferred Stock (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||
Aug. 27, 2013 | 27-May-11 | Dec. 31, 2014 | Dec. 31, 2013 | 26-May-11 | |
Preferred Stock (Details) [Line Items] | |||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | |||
Share Price (in Dollars per share) | 3 | ||||
Series 1 Convertible Preferred Stock [Member] | Private Placement [Member] | |||||
Preferred Stock (Details) [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 646.0351 | ||||
Series 1 Convertible Preferred Stock [Member] | |||||
Preferred Stock (Details) [Line Items] | |||||
Preferred Stock, Shares Authorized | 3,663 | ||||
Preferred Stock, Liquidation Preference Per Share (in Dollars per share) | 0.001 | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 251.53436 | ||||
Ownership Cap, Threshold Percentage | 9.98% | ||||
Preferred Stock, Shares Issued | 2,987.02 | ||||
Accretion on Series 1 Convertible Preferred Stock, Associated with Beneficial Conversion Feature (in Dollars) | 898,623 | ||||
Conversion of Stock, Shares Converted | 3,633.05 | ||||
Dividends (in Dollars) | $1,806,913 | $547,171 | |||
Series A-1 Convertible Preferred Stock [Member] | |||||
Preferred Stock (Details) [Line Items] | |||||
Preferred Stock, Shares Authorized | 4,500,000 | ||||
Stock Issued During Period, Shares, New Issues | 2,937,500 | ||||
Share Price (in Dollars per share) | $5.20 | ||||
Series A-2 Convertible Preferred Stock [Member] | |||||
Preferred Stock (Details) [Line Items] | |||||
Preferred Stock, Shares Authorized | 4,500,000 | ||||
Series A Convertible Preferred Stock [Member] | |||||
Preferred Stock (Details) [Line Items] | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | 99.39 | ||||
Preferred Stock, Conversion Basis | Each 99.39 shares of Series A Preferred Stock was convertible into one share of common stock | ||||
Preferred Stock, Dividend Rate, Percentage | 5.00% | ||||
Common Stock [Member] | |||||
Preferred Stock (Details) [Line Items] | |||||
Conversion of Stock, Shares Converted | 106,732 | ||||
Conversion of Stock, Shares Issued | 913,837 |
Stock_Awards_Details
Stock Awards (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Aug. 27, 2014 | Dec. 31, 2012 | Nov. 17, 2014 | 29-May-14 | |
Stock Awards (Details) [Line Items] | ||||||
Share Price (in Dollars per share) | $3 | |||||
Share-based Compensation | $1,193,708 | $321,223 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 1,085,824 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 98 days | |||||
Inducement Options [Member] | ||||||
Stock Awards (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number (in Shares) | 98,932 | |||||
Employee Stock Option [Member] | ||||||
Stock Awards (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number (in Shares) | 187,212 | 11,353 | 11,489 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $6.33 | $37.25 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 899,022 | 396,304 | ||||
Restricted Stock [Member] | ||||||
Stock Awards (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $19,236 | $179 | ||||
Maximum [Member] | 2008 Plan [Member] | ||||||
Stock Awards (Details) [Line Items] | ||||||
Share-based Compensation, Arrangement by Share-based Payment, Award, Exercisable Period | 7 years | |||||
Maximum [Member] | ||||||
Stock Awards (Details) [Line Items] | ||||||
Share-based Compensation, Arrangement by Share-based Payment, Award, Exercisable Period | 10 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||||
Minimum [Member] | ||||||
Stock Awards (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||
2008 Plan [Member] | ||||||
Stock Awards (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | 314,589 | 14,589 | ||||
2008 Plan Amendment [Member] | ||||||
Stock Awards (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | 1,214,589 | 314,589 |
Stock_Awards_Details_The_weigh
Stock Awards (Details) - The weighted average grant date fair value of options awarded | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Awards (Details) - The weighted average grant date fair value of options awarded [Line Items] | ||
Expected term | 4 years 9 months | 4 years 9 months |
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Stock Awards (Details) - The weighted average grant date fair value of options awarded [Line Items] | ||
Risk-free interest rate | 1.43% | 0.71% |
Expected volatility | 93.89% | 96.73% |
Maximum [Member] | ||
Stock Awards (Details) - The weighted average grant date fair value of options awarded [Line Items] | ||
Risk-free interest rate | 1.57% | 1.22% |
Expected volatility | 105.79% | 108.14% |
Stock_Awards_Details_Summary_o
Stock Awards (Details) - Summary of stock option and restricted stock transaction (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Awards (Details) - Summary of stock option and restricted stock transaction [Line Items] | |||
Shares Available for Grant, Balance | 894,407 | 2,779 | 2,951 |
Shares Available for Grant, Granted | -320,970 | -1,887 | |
Shares Available for Grant, Vested | |||
Shares Available for Grant, Forfeited | 10,604 | 1,247 | |
Shares Available for Grant, Canceled | 1,994 | 468 | |
Employee Stock Option [Member] | |||
Stock Awards (Details) - Summary of stock option and restricted stock transaction [Line Items] | |||
Stock Options, Number of Options outstanding | 187,212 | 11,353 | 11,489 |
Stock Options, Weighted Average Exercise Price (in Dollars per share) | 27.35 | 353.92 | 416.7 |
Stock Options, Number of Options, Granted | 178,490 | 1,887 | |
Stock Options, Granted, Weighted Average Exercise Price (in Dollars per share) | 8.79 | 49.5 | |
Stock Options, Number of Options, Vested | |||
Stock Options, Vested, Weighted Average Exercise Price (in Dollars per share) | |||
Stock Options, Number of Options, Forfeited | -604 | -1,247 | |
Forfeited, Weighted Average Exercise Price (in Dollars per share) | 80.1 | 106.67 | |
Stock Options, Number of Options, Canceled | -2,027 | -776 | |
Stock Options Canceled, Weighted Average Exercise Price (in Dollars per share) | 204.66 | 937.83 | |
Restricted Stock [Member] | |||
Stock Awards (Details) - Summary of stock option and restricted stock transaction [Line Items] | |||
Restricted Stock, Number of options outstanding | 225,000 | 6 | |
Restricted Stock, Weighted Average Grant-Date Fair Value (in Dollars per share) | 4.54 | 139.15 | |
Restricted Stock, Number of options, Granted | 241,412 | ||
Restricted Stock Granted, Weighted Average Grant-Date Fair Value (in Dollars per share) | 4.8 | ||
Restricted Stock, Number of options, Vested | -6,412 | -6 | |
Restricted Stock, Vested, Weighted Average Grant-Date Fair Value (in Dollars per share) | 14 | 139.15 | |
Restricted Stock, Number of options, Forfeited | -10,000 | ||
Forfeited, Weighted Average Grant-Date Fair Value (in Dollars per share) | 4.57 | ||
Restricted Stock, Number of options, Canceled | |||
Canceled, Weighted Average Grant-Date Fair Value (in Dollars per share) | |||
2008 Plan Amendment [Member] | |||
Stock Awards (Details) - Summary of stock option and restricted stock transaction [Line Items] | |||
2008 Plan Amendments | 1,200,000 |
Stock_Awards_Details_Informati
Stock Awards (Details) - Information concerning outstanding options (Employee Stock Option [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Employee Stock Option [Member] | |||
Stock Awards (Details) - Information concerning outstanding options [Line Items] | |||
Outstanding | 187,212 | 11,353 | 11,489 |
Outstanding | 6 years 156 days | ||
Outstanding | $27.35 | $353.92 | $416.70 |
Outstanding | |||
Vested and expected to vest | 171,389 | ||
Vested and expected to vest | 6 years 149 days | ||
Vested and expected to vest | $29.40 | ||
Vested and expected to vest | |||
Exercisable | 80,778 | ||
Exercisable | 6 years 62 days | ||
Exercisable | $55.35 | ||
Exercisable |
Warrants_Details
Warrants (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||
Dec. 31, 2013 | Aug. 27, 2013 | Dec. 31, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2012 | |
Warrants (Details) [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 118,225 | |||||
Class of Warrant or Right, Outstanding | 5,344,007 | |||||
Share Price (in Dollars per share) | $3 | |||||
Derivative Liability (in Dollars) | $9,147,507 | $126,168 | ||||
Increase (Decrease) in Derivative Liabilities (in Dollars) | 274,928 | |||||
Investor [Member] | Warrants Expiring In August 2019 [Member] | ||||||
Warrants (Details) [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,600,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $5 | |||||
Underwriters [Member] | Warrants Expiring In August 2019 [Member] | ||||||
Warrants (Details) [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 120,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $6.25 | |||||
2013 Exchange Agreement [Member] | Warrants Expire In August And September 2018 [Member] | ||||||
Warrants (Details) [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 236,900 | |||||
2013 Exchange Agreement [Member] | ||||||
Warrants (Details) [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 236,900 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $26 | $616.20 | ||||
Excess of Fair Value, New Warrants (in Dollars) | 2,553,318 | |||||
Class of Warrant or Right, Outstanding | 236,900 | 56,518 | ||||
Warrants Not Settleable in Cash, Fair Value Disclosure (in Dollars) | 2,637,387 | 84,069 | ||||
Share Price (in Dollars per share) | $20 | $20 | ||||
Fair Value Assumptions, Expected Volatility Rate | 84.26% | 119.54% | ||||
Fair Value Assumptions, Risk Free Interest Rate | 1.16% | 0.46% | ||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | ||||
Fair Value Assumptions, Expected Term | 4 years | 2 years 73 days | ||||
Private Placement Initial Closing [Member] | Warrants Expire In August And September 2018 [Member] | ||||||
Warrants (Details) [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 341,713 | |||||
Private Placement Final Closing [Member] | Warrants Expire In August And September 2018 [Member] | ||||||
Warrants (Details) [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 34,225 | |||||
Anti Dilution Adjustment [Member] | Warrants Expiring in January 2010 [Member] | ||||||
Warrants (Details) [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7,698 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $7.59 | |||||
Warrants Expire In August And September 2018 [Member] | Common Stock [Member] | ||||||
Warrants (Details) [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,500 | |||||
Warrants Expire In August And September 2018 [Member] | ||||||
Warrants (Details) [Line Items] | ||||||
Warrant Units, Outstanding | 25.88 | |||||
Unit Warrants, Number Recorded as Liability | 0.35 | |||||
Warrants and Rights Outstanding (in Dollars) | 50,000 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,250 | |||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $26 | |||||
Warrants Expiring in January 2010 [Member] | ||||||
Warrants (Details) [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 24 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $2,484.75 | |||||
Warrant [Member] | ||||||
Warrants (Details) [Line Items] | ||||||
Warrant Units, Outstanding | 2.99 | 22.54 | ||||
Class of Warrant or Right, Outstanding | 89,378 | 412,933 | ||||
Warrants Not Settleable in Cash, Fair Value Disclosure (in Dollars) | 7,962,081 | 711,960 | 6,109,179 | |||
Share Price (in Dollars per share) | $20 | $3 | ||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | ||||
Derivative Liability (in Dollars) | 9,147,507 | 126,168 | 102,695 | |||
Increase (Decrease) in Derivative Liabilities (in Dollars) | $1,082,731 | ($2,200,200) |
Warrants_Details_Summary_of_ou
Warrants (Details) - Summary of outstanding common stock warrants (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | |
Securities Into Which Warrants are Convertible | |
Warrants Outstanding | 5,344,007 |
Warrants Recorded as Liabilities | 118,225 |
Warrant A [Member] | |
Class of Warrant or Right [Line Items] | |
Securities Into Which Warrants are Convertible | Common stock |
Warrants Outstanding | 4,600,000 |
Warrants Recorded as Liabilities | |
Exercise Price (in Dollars per share) | 5 |
Expiration Date | Aug-19 |
Warrant B [Member] | |
Class of Warrant or Right [Line Items] | |
Securities Into Which Warrants are Convertible | Common stock |
Warrants Outstanding | 120,000 |
Warrants Recorded as Liabilities | |
Exercise Price (in Dollars per share) | 6.25 |
Expiration Date | Aug-19 |
Warrant C [Member] | |
Class of Warrant or Right [Line Items] | |
Securities Into Which Warrants are Convertible | Common stock |
Warrants Outstanding | 7,698 |
Warrants Recorded as Liabilities | 7,698 |
Exercise Price (in Dollars per share) | 7.59 |
Expiration Date | Jan-15 |
Warrant D [Member] | |
Class of Warrant or Right [Line Items] | |
Securities Into Which Warrants are Convertible | Common stock |
Warrants Outstanding | 612,838 |
Warrants Recorded as Liabilities | 110,527 |
Exercise Price (in Dollars per share) | 26 |
Expiration Date | August and September 2018 |
Warrant E [Member] | |
Class of Warrant or Right [Line Items] | |
Securities Into Which Warrants are Convertible | Common stock |
Warrants Outstanding | 96 |
Warrants Recorded as Liabilities | |
Exercise Price (in Dollars per share) | 1,459.05 |
Expiration Date | Dec-15 |
Warrant F [Member] | |
Class of Warrant or Right [Line Items] | |
Securities Into Which Warrants are Convertible | Common stock |
Warrants Outstanding | 205 |
Warrants Recorded as Liabilities | |
Exercise Price (in Dollars per share) | 1,490.85 |
Expiration Date | Jul-15 |
Warrant G [Member] | |
Class of Warrant or Right [Line Items] | |
Securities Into Which Warrants are Convertible | Common stock |
Warrants Outstanding | 3,019 |
Warrants Recorded as Liabilities | |
Exercise Price (in Dollars per share) | 1,540.55 |
Expiration Date | Jul-15 |
Warrant H [Member] | |
Class of Warrant or Right [Line Items] | |
Securities Into Which Warrants are Convertible | Common stock |
Warrants Outstanding | 151 |
Warrants Recorded as Liabilities | |
Exercise Price (in Dollars per share) | 2,981.70 |
Expiration Date | Nov-15 |
Warrants_Details_Aggregate_fai
Warrants (Details) - Aggregate fair value of such warrants (Warrant [Member]) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items] | ||
Risk-free interest rate | 1.18% | 0.09% |
Expected remaining term | 3 years 105 days | 167 days |
Expected volatility | 118.75% | 95.39% |
Maximum [Member] | ||
Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items] | ||
Risk-free interest rate | 1.20% | 1.36% |
Expected remaining term | 3 years 135 days | 3 years 292 days |
Expected volatility | 118.93% | 118.65% |
Benefit_Plan_Details
Benefit Plan (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 50.00% | |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $696 |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value of Financial Instruments (Details) [Line Items] | ||||||||||
Business Combination, Contingent Consideration, Percentage of Revenue | 20.00% | |||||||||
Revenues | $1,611,720 | $1,250,201 | $1,733,908 | $1,405,513 | $490,465 | $389,547 | $246,248 | $178,487 | $6,001,342 | $1,304,747 |
Scenario, Forecast [Member] | Maximum [Member] | ||||||||||
Fair Value of Financial Instruments (Details) [Line Items] | ||||||||||
Revenues | 7,700,000 | |||||||||
Fair Value Inputs, Discount Rate | 14.00% | |||||||||
Scenario, Forecast [Member] | Minimum [Member] | ||||||||||
Fair Value of Financial Instruments (Details) [Line Items] | ||||||||||
Revenues | $3,400,000 | |||||||||
Maximum [Member] | ||||||||||
Fair Value of Financial Instruments (Details) [Line Items] | ||||||||||
Business Combination, Contingent Consideration, Percentage of Revenue | 20.00% |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments (Details) - Company's liabilities that are measured at fair value (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Recurring Financial Liabilities: | ||
Warrant derivative liabilities | $126,168 | $9,147,507 |
Contingent earn-out payments | 279,000 | |
Total liabilities | 405,168 | 9,147,507 |
Fair Value, Inputs, Level 1 [Member] | ||
Recurring Financial Liabilities: | ||
Warrant derivative liabilities | ||
Contingent earn-out payments | ||
Total liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Recurring Financial Liabilities: | ||
Warrant derivative liabilities | ||
Contingent earn-out payments | ||
Total liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Recurring Financial Liabilities: | ||
Warrant derivative liabilities | 126,168 | 9,147,507 |
Contingent earn-out payments | 279,000 | |
Total liabilities | $405,168 | $9,147,507 |
Fair_Value_of_Financial_Instru4
Fair Value of Financial Instruments (Details) - Reconciliation of all liabilities measured at fair value (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at January 1 | $9,147,507 | $2,208,184 |
Issuances | 410,000 | 7,962,081 |
Revaluation (gains) losses included in other income and expenses | 506,195 | |
Revaluation gains included in gain on revaluation of derivative liabilities, net | -2,200,200 | |
Change in undiscounted contingent earn-out liability | -229,300 | |
Change in contingent earn-out adjustment included in interest expense | 98,300 | |
Settlements | -6,821,139 | -1,528,953 |
Balance at December 31 | 405,168 | 9,147,507 |
Total gains (losses) included in other income and expenses attributable to liabilities still held | 1,370,773 | -1,082,732 |
Warrant [Member] | Derivative Financial Instruments, Liabilities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at January 1 | 9,147,507 | 102,695 |
Issuances | 7,962,081 | |
Revaluation (gains) losses included in other income and expenses | 1,082,731 | |
Revaluation gains included in gain on revaluation of derivative liabilities, net | -2,200,200 | |
Change in undiscounted contingent earn-out liability | ||
Change in contingent earn-out adjustment included in interest expense | ||
Settlements | -6,821,139 | |
Balance at December 31 | 126,168 | 9,147,507 |
Total gains (losses) included in other income and expenses attributable to liabilities still held | 1,239,773 | -1,082,732 |
Series A CPS Derivative Liability [Member] | Derivative Financial Instruments, Liabilities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at January 1 | 619,652 | |
Issuances | ||
Revaluation (gains) losses included in other income and expenses | -173,050 | |
Revaluation gains included in gain on revaluation of derivative liabilities, net | ||
Change in undiscounted contingent earn-out liability | ||
Change in contingent earn-out adjustment included in interest expense | ||
Settlements | -446,602 | |
Balance at December 31 | ||
Total gains (losses) included in other income and expenses attributable to liabilities still held | ||
Conversion Element OF Promissory Notes [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at January 1 | 274,928 | |
Issuances | ||
Revaluation (gains) losses included in other income and expenses | -274,928 | |
Revaluation gains included in gain on revaluation of derivative liabilities, net | ||
Change in undiscounted contingent earn-out liability | ||
Change in contingent earn-out adjustment included in interest expense | ||
Settlements | ||
Balance at December 31 | ||
Total gains (losses) included in other income and expenses attributable to liabilities still held | ||
Conversion Elements Of Series B Convertible Preference Share [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at January 1 | 1,210,909 | |
Issuances | ||
Revaluation (gains) losses included in other income and expenses | -128,558 | |
Revaluation gains included in gain on revaluation of derivative liabilities, net | ||
Change in undiscounted contingent earn-out liability | ||
Change in contingent earn-out adjustment included in interest expense | ||
Settlements | -1,082,351 | |
Balance at December 31 | ||
Total gains (losses) included in other income and expenses attributable to liabilities still held | ||
Contingent Earn-Out Payments [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at January 1 | ||
Issuances | 410,000 | |
Revaluation (gains) losses included in other income and expenses | ||
Revaluation gains included in gain on revaluation of derivative liabilities, net | ||
Change in undiscounted contingent earn-out liability | -229,300 | |
Change in contingent earn-out adjustment included in interest expense | 98,300 | |
Settlements | ||
Balance at December 31 | 279,000 | |
Total gains (losses) included in other income and expenses attributable to liabilities still held | $131,000 |
Segment_Information_Geographic2
Segment Information, Geographic Data, and Significant Customers (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Information, Geographic Data, and Significant Customers (Details) [Line Items] | ||
Number of Operating Segments | 1 | |
Revenue, Net | $6,001,342 | $1,304,747 |
Minimum [Member] | ||
Segment Information, Geographic Data, and Significant Customers (Details) [Line Items] | ||
Concentration Risk, Percentage | 10.00% | |
JAPAN | ||
Segment Information, Geographic Data, and Significant Customers (Details) [Line Items] | ||
Revenue, Net | 665,000 | 647,000 |
CHINA | ||
Segment Information, Geographic Data, and Significant Customers (Details) [Line Items] | ||
Revenue, Net | $457,000 | $330,000 |
Segment_Information_Geographic3
Segment Information, Geographic Data, and Significant Customers (Details) - Revenue by geographic areas (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Information, Geographic Data, and Significant Customers (Details) - Revenue by geographic areas [Line Items] | ||
Revenue | $6,001,342 | $1,304,747 |
UNITED STATES | ||
Segment Information, Geographic Data, and Significant Customers (Details) - Revenue by geographic areas [Line Items] | ||
Revenue | 3,559,154 | 105,251 |
CANADA | ||
Segment Information, Geographic Data, and Significant Customers (Details) - Revenue by geographic areas [Line Items] | ||
Revenue | 234,302 | 165,329 |
Asia Pacific [Member] | ||
Segment Information, Geographic Data, and Significant Customers (Details) - Revenue by geographic areas [Line Items] | ||
Revenue | 1,287,436 | 979,437 |
Europe [Member] | ||
Segment Information, Geographic Data, and Significant Customers (Details) - Revenue by geographic areas [Line Items] | ||
Revenue | $920,450 | $54,730 |
Segment_Information_Geographic4
Segment Information, Geographic Data, and Significant Customers (Details) - Customers accounting for more than 10% of either total revenues or accounts receivable (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue, Major Customer [Line Items] | ||||||||||
Revenues from Customers, Amount | $1,611,720 | $1,250,201 | $1,733,908 | $1,405,513 | $490,465 | $389,547 | $246,248 | $178,487 | $6,001,342 | $1,304,747 |
Customer A [Member] | Sales Revenue, Net [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Customers Risk Percentage | 3.00% | |||||||||
Customer A [Member] | Accounts Receivable [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Customers Risk Percentage | 12.00% | |||||||||
Customer A [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Revenues from Customers, Amount | 168,274 | |||||||||
Accounts Receivable from Customers, Amount | 179,499 | 179,499 | ||||||||
Customer B [Member] | Sales Revenue, Net [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Customers Risk Percentage | 3.00% | |||||||||
Customer B [Member] | Accounts Receivable [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Customers Risk Percentage | 12.00% | |||||||||
Customer B [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Revenues from Customers, Amount | 188,117 | |||||||||
Accounts Receivable from Customers, Amount | 170,354 | 170,354 | ||||||||
Customer C [Member] | Sales Revenue, Net [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Customers Risk Percentage | 8.00% | 35.00% | ||||||||
Customer C [Member] | Accounts Receivable [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Customers Risk Percentage | ||||||||||
Customer C [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Revenues from Customers, Amount | 500,000 | 458,333 | ||||||||
Accounts Receivable from Customers, Amount | ||||||||||
Customer D [Member] | Sales Revenue, Net [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Customers Risk Percentage | 4.00% | 15.00% | ||||||||
Customer D [Member] | Accounts Receivable [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Customers Risk Percentage | 2.00% | 18.00% | ||||||||
Customer D [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Revenues from Customers, Amount | 261,507 | 191,271 | ||||||||
Accounts Receivable from Customers, Amount | 29,654 | 65,600 | 29,654 | 65,600 | ||||||
Customer E [Member] | Sales Revenue, Net [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Customers Risk Percentage | 0.00% | 14.00% | ||||||||
Customer E [Member] | Accounts Receivable [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Customers Risk Percentage | 5.00% | |||||||||
Customer E [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Revenues from Customers, Amount | 3,933 | 188,552 | ||||||||
Accounts Receivable from Customers, Amount | 19,646 | 19,646 | ||||||||
Customer F [Member] | Sales Revenue, Net [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Customers Risk Percentage | 3.00% | 12.00% | ||||||||
Customer F [Member] | Accounts Receivable [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Customers Risk Percentage | 46.00% | |||||||||
Customer F [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Revenues from Customers, Amount | 164,529 | 162,779 | ||||||||
Accounts Receivable from Customers, Amount | 170,071 | 170,071 | ||||||||
Customer G [Member] | Sales Revenue, Net [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Customers Risk Percentage | 0.00% | 11.00% | ||||||||
Customer G [Member] | Accounts Receivable [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Customers Risk Percentage | 5.00% | |||||||||
Customer G [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Revenues from Customers, Amount | 4,500 | 138,328 | ||||||||
Accounts Receivable from Customers, Amount | $17,808 | $17,808 |
Segment_Information_Geographic5
Segment Information, Geographic Data, and Significant Customers (Details) - Long-lived assets by geographic areas (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Segment Information, Geographic Data, and Significant Customers (Details) - Long-lived assets by geographic areas [Line Items] | ||
Long-lived assets | $869,304 | $269,618 |
UNITED STATES | ||
Segment Information, Geographic Data, and Significant Customers (Details) - Long-lived assets by geographic areas [Line Items] | ||
Long-lived assets | 856,546 | 250,295 |
Europe [Member] | ||
Segment Information, Geographic Data, and Significant Customers (Details) - Long-lived assets by geographic areas [Line Items] | ||
Long-lived assets | $12,758 | $19,323 |
Net_Income_Loss_Per_Share_Deta
Net Income (Loss) Per Share (Details) - Antidilutive Securities Excluded from Computation of Earnings Per Share | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common share equivalents excluded from denominator for diluted earnings per share computation | 3,138,526 | 509,544 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common share equivalents excluded from denominator for diluted earnings per share computation | 21,943 | 61 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common share equivalents excluded from denominator for diluted earnings per share computation | 1,031,117 | 59,184 |
Unit Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common share equivalents excluded from denominator for diluted earnings per share computation | 12,898 | |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common share equivalents excluded from denominator for diluted earnings per share computation | 79,268 | |
Series 1 Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common share equivalents excluded from denominator for diluted earnings per share computation | 477,640 | 291,230 |
Series A Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common share equivalents excluded from denominator for diluted earnings per share computation | 26,651 | |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common share equivalents excluded from denominator for diluted earnings per share computation | 47,019 | |
Series C Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common share equivalents excluded from denominator for diluted earnings per share computation | 2,933 | |
MTDC Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common share equivalents excluded from denominator for diluted earnings per share computation | 1,528,558 | 29,050 |
Series A-1 Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common share equivalents excluded from denominator for diluted earnings per share computation | 21,181 | |
Convertible Promissory Note [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common share equivalents excluded from denominator for diluted earnings per share computation | 19,337 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes (Details) [Line Items] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $5,100,000 | $2,300,000 | |
Unrecognized Tax Benefits | 945,000 | 810,000 | 721,000 |
Domestic Tax Authority [Member] | |||
Income Taxes (Details) [Line Items] | |||
Operating Loss Carryforwards | 84,800,000 | ||
State and Local Jurisdiction [Member] | |||
Income Taxes (Details) [Line Items] | |||
Operating Loss Carryforwards | 66,800,000 | ||
Foreign Tax Authority [Member] | |||
Income Taxes (Details) [Line Items] | |||
Operating Loss Carryforwards | 1,000,000 | ||
Research Tax Credit Carryforward [Member] | Internal Revenue Service (IRS) [Member] | |||
Income Taxes (Details) [Line Items] | |||
Tax Credit Carryforward, Amount | 1,100,000 | ||
Research Tax Credit Carryforward [Member] | California Franchise Tax Board [Member] | |||
Income Taxes (Details) [Line Items] | |||
Tax Credit Carryforward, Amount | $1,100,000 | ||
Minimum [Member] | |||
Income Taxes (Details) [Line Items] | |||
Operating Loss Carryforwards, Expiration Year | 2026 | ||
Tax Credit Carryforward, Expiration Year | 2027 | ||
Open Tax Year | 2006 | ||
Maximum [Member] | |||
Income Taxes (Details) [Line Items] | |||
Operating Loss Carryforwards, Expiration Year | 2034 | ||
Tax Credit Carryforward, Expiration Year | 2034 | ||
Open Tax Year | 2014 |
Income_Taxes_Details_Net_loss_
Income Taxes (Details) - Net loss before provision for income taxes (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Net loss before provision for income taxes [Abstract] | ||
U.S. | ($10,375,292) | ($15,765,490) |
Foreign | -314,471 | -494,441 |
Net loss before provision for income taxes | ($10,689,763) | ($16,259,931) |
Income_Taxes_Details_The_provi
Income Taxes (Details) - The provision for income taxes (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | ||
Federal | ||
State | 3,100 | 3,191 |
Foreign | 3,150 | |
Total Current | 3,100 | 6,341 |
Deferred: | ||
Federal | ||
State | ||
Foreign | ||
Total Deferred | ||
Provision for income taxes | $3,100 | $6,341 |
Income_Taxes_Details_A_reconci
Income Taxes (Details) - A reconciliation of the provision for income taxes (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
A reconciliation of the provision for income taxes [Abstract] | ||
Provision for income taxes at federal statutory rate | ($3,634,519) | ($5,528,377) |
Federal research and development tax credits | -153,429 | -100,535 |
Derivative revaluations and settlements | -748,068 | -172,106 |
Adjustments related to 2013 Exchange | 3,313,162 | |
Expenses not deductible, income not taxable and other | -8,699 | 64,489 |
Foreign loss taxed at lower rates | 106,920 | 170,813 |
Change in federal valuation allowance | 4,440,895 | 2,258,895 |
Provision for income taxes | $3,100 | $6,341 |
Income_Taxes_Details_The_compo
Income Taxes (Details) - The components of the deferred tax assets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets: | ||
Net operating loss carry-forwards | $32,741,321 | $28,412,473 |
Capitalized research and development cost | 445,854 | 526,919 |
Goodwill and intangible assets | 133,047 | |
Research and development tax credit | 1,819,895 | 1,559,952 |
Depreciation on property and equipment | 52,297 | 27,536 |
Stock-based compensation | 811,810 | 454,125 |
Reserves and accruals | 724,521 | 774,786 |
Total deferred tax asset | 36,728,745 | 31,755,791 |
Valuation allowance | -35,452,624 | -30,344,332 |
Deferred tax assets net of valuation allowance | 1,276,121 | 1,411,459 |
Deferred tax liability: | ||
Discount on debt issuance | -1,276,121 | -1,411,459 |
Net deferred tax assets |
Income_Taxes_Details_Change_in
Income Taxes (Details) - Change in unrecognized tax benefits (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Change in unrecognized tax benefits [Abstract] | ||
Beginning Balance | $810,000 | $721,000 |
Additions based on tax positions related to the current year | 135,000 | 89,000 |
Ending Balance | $945,000 | $810,000 |
Contingencies_Details
Contingencies (Details) (Coalescev Wafer Gen [Member], USD $) | 0 Months Ended | 12 Months Ended |
Sep. 05, 2012 | Dec. 31, 2014 | |
Coalescev Wafer Gen [Member] | ||
Contingencies (Details) [Line Items] | ||
Loss Contingency, Allegations | On April 24, 2012, an action entitled Coalesce Corporation (“Coalesce”) v. WaferGen Bio-systems, Inc. was filed in the Alameda County Superior Court. Coalesce, a company that had been providing marketing services between 2006 and 2010, sued the Company for alleged non-payment of sums due, breach of contract, misrepresentation and unjust enrichment. On September 5, 2012, Coalesce filed an amended complaint, with additional claims, for compensatory damages in excess of $500,000 and other compensation. In August 2014, the plaintiff and Company agreed to an out-of-court settlement. Related legal costs were expensed as incurred. | |
Loss Contingency, Name of Plaintiff | Coalesce Corporation | |
Loss Contingency, Domicile of Litigation | Alameda County Superior Court | |
Loss Contingency, Damages Sought | in excess of $500,000 | |
Loss Contingency, Damages Sought, Value | $500,000 | |
Loss Contingency, Settlement Agreement, Date | Aug-14 |
Quarterly_Financial_Data_Unaud2
Quarterly Financial Data (Unaudited) (Details) - Selected summarized quarterly financial information (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Selected summarized quarterly financial information [Abstract] | ||||||||||
Revenue | $1,611,720 | $1,250,201 | $1,733,908 | $1,405,513 | $490,465 | $389,547 | $246,248 | $178,487 | $6,001,342 | $1,304,747 |
Gross profit | 779,078 | 875,425 | 975,500 | 798,940 | 251,452 | 196,733 | 169,468 | 112,899 | 3,428,943 | 730,552 |
Net gains on derivative revaluations | 465,968 | 589,336 | 1,158,240 | 215,956 | -651,328 | 623,613 | 115,237 | -593,717 | 2,200,200 | -506,195 |
Non-recurring gains, credits and (charges) related to restructuring | -128,546 | 4,398,648 | -7,523,728 | |||||||
Net loss | -3,263,301 | -2,780,535 | -2,103,412 | -2,545,615 | 1,486,725 | -10,808,332 | -3,163,155 | -3,781,510 | -10,692,863 | -16,266,272 |
Net loss attributable to common stockholders | ($3,263,301) | ($2,780,535) | ($2,103,412) | ($2,545,615) | $4,385,275 | ($12,246,825) | ($5,862,322) | ($3,988,194) | ($10,692,863) | ($17,712,066) |
Net loss per share b basic and diluted (in Dollars per share) | ($0.58) | ($1.02) | ($2.28) | ($2.79) | ($4.17) | ($58.16) | ||||
Net income (loss) per share b basic (in Dollars per share) | $5.19 | ($43.51) | ($139.79) | ($95.10) | ||||||
Net income (loss) per share b diluted (in Dollars per share) | $2.46 | ($43.51) | ($139.79) | ($95.10) |