Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 23, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | WaferGen Bio-systems, Inc. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 18,753,615 | ||
Entity Public Float | $ 13,498,890 | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,368,993 | ||
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 | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 15,236 | $ 14,732 |
Accounts receivable | 2,201 | 1,481 |
Inventories, net | 1,998 | 813 |
Prepaid expenses and other current assets | 404 | 380 |
Total current assets | 19,839 | 17,406 |
Property and equipment, net | 1,052 | 869 |
Goodwill | 990 | 990 |
Intangible assets, net | 912 | 1,362 |
Other assets | 80 | 80 |
Total assets | 22,873 | 20,707 |
Current liabilities: | ||
Accounts payable | 2,029 | 1,494 |
Accrued payroll and related costs | 1,200 | 1,379 |
Current portion of long-term debt | 180 | 117 |
Other accrued expenses | 917 | 832 |
Total current liabilities | 4,326 | 3,822 |
Long-term debt, net of discount and current portion | 2,570 | 2,235 |
Warrant derivative liabilities | 4 | 126 |
Deferred income taxes | 128 | 0 |
Other liabilities | 148 | 444 |
Total liabilities | $ 7,176 | $ 6,627 |
Commitments and contingencies (Notes 7 and 16) | ||
Stockholders’ equity: | ||
Preferred Stock: $0.001 par value; 10,000 shares authorized; 1.108 and 0.430 shares of Series 2 Convertible Preferred Stock issued and outstanding, respectively, at December 31, 2015; none at December 31, 2014 | $ 2,214 | $ 0 |
Common Stock: $0.001 par value; 300,000 shares authorized; 19,163 and 5,884 shares issued and outstanding at December 31, 2015 and 2014, respectively | 120,329 | 105,611 |
Accumulated deficit | (106,846) | (91,531) |
Total stockholders’ equity | 15,697 | 14,080 |
Total liabilities and stockholders’ equity | $ 22,873 | $ 20,707 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Preferred Stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common Stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 300,000,000 | 300,000,000 |
Common Stock, shares issued | 19,163,000 | 5,884,000 |
Common Stock, shares outstanding | 19,163,000 | 5,884,000 |
Series 2 Convertible Preferred Stock | ||
Preferred stock, share issued | 1,108 | 430 |
Preferred stock, shares outstanding | 1,108 | 430 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | ||
Product | $ 6,667 | $ 5,501 |
License and royalty | 500 | 500 |
Total revenue | 7,167 | 6,001 |
Cost of revenue | 3,220 | 2,572 |
Gross profit | 3,947 | 3,429 |
Operating expenses: | ||
Sales and marketing | 5,359 | 4,740 |
Research and development | 9,280 | 6,717 |
General and administrative | 4,400 | 4,422 |
Total operating expenses | 19,039 | 15,879 |
Operating loss | (15,092) | (12,450) |
Other income and (expenses): | ||
Interest expense, net | (463) | (503) |
Contingent earn-out adjustment | 304 | 229 |
Gain on revaluation of warrant derivative liabilities, net | 122 | 2,200 |
Loss on extinguishment of debt | 0 | (129) |
Miscellaneous expense | (54) | (37) |
Total other income and (expenses) | (91) | 1,760 |
Net loss before provision for income taxes | (15,183) | (10,690) |
Provision for income taxes | 132 | 3 |
Net loss | (15,315) | (10,693) |
Accretion on Series 2 convertible preferred stock associated with beneficial conversion feature | (4,678) | 0 |
Net loss attributable to common stockholders | $ (19,993) | $ (10,693) |
Net loss per share basic and diluted (in Dollars per share) | $ (2.58) | $ (4.17) |
Shares used to compute net loss per share - basic and diluted (in shares) | 7,735 | 2,567 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Series 1 Convertible Preferred Stock | Series 2 Convertible Preferred Stock | Preferred Stock | Common Stock | Accumulated Deficit |
Balances at Dec. 31, 2013 | $ (1,214) | $ 13,595 | $ 66,029 | $ (80,838) | ||
Balances (in Shares) at Dec. 31, 2013 | 2,945 | 911,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock and warrants for cash, net of offering costs (in shares) | 4,000,000 | |||||
Issuance of common stock and warrants for cash, net of offering costs | 17,576 | $ 17,576 | ||||
Issuance of warrants to underwriters | 396 | 396 | ||||
Conversion of Series 1 Convertible Preferred Stock into common stock | 0 | (13,595) | $ 13,595 | |||
Conversion of Series 1 Convertible Preferred Stock into common stock (in Shares) | (2,945) | 741,000 | ||||
Reclassification of warrants following change of terms to remove cash settlement provision | 6,821 | $ 6,821 | ||||
Restricted stock units issued for services, net of forfeitures (in shares) | 0 | 232,000 | ||||
Restricted stock units issued for services, net of forfeitures | 0 | 0 | $ 0 | |||
Stock-based compensation | 1,194 | 1,194 | ||||
Net loss | (10,693) | (10,693) | ||||
Balances at Dec. 31, 2014 | 14,080 | 0 | $ 105,611 | (91,531) | ||
Balances (in Shares) at Dec. 31, 2014 | 0 | 0 | 5,884,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock and warrants for cash, net of offering costs (in shares) | 6,170,000 | |||||
Issuance of common stock and warrants for cash, net of offering costs | 9,732 | $ 9,732 | ||||
Issuance of Series 2 Convertible Preferred Stock for cash, net of allocated offering costs (in shares) | 1,108 | |||||
Issuance of Series 2 Convertible Preferred Stock for cash, net of allocated offering costs of $698 | 10,382 | 5,704 | 4,678 | |||
Issuance of warrants to underwriters | 259 | $ 259 | ||||
Conversion of Series 2 Convertible Preferred Stock into common stock (in shares) | (678) | 6,780,000 | ||||
Conversion of Series 2 Convertible Preferred Stock into common stock | 0 | (3,490) | $ 3,490 | |||
Accretion on Series 2 Convertible Preferred Stock associated with beneficial conversion feature | (4,678) | $ (4,678) | ||||
Restricted stock units issued for services, net of forfeitures (in shares) | 353,000 | |||||
Restricted stock units issued for services, net of forfeitures | 0 | $ 0 | ||||
Restricted stock forfeited to pay income taxes on vesting (in shares) | (24,000) | |||||
Restricted stock forfeited to pay income taxes on vesting | (94) | $ (94) | ||||
Stock-based compensation | 1,331 | 1,331 | ||||
Net loss | (15,315) | (15,315) | ||||
Balances at Dec. 31, 2015 | $ 15,697 | $ 2,214 | $ 120,329 | $ (106,846) | ||
Balances (in Shares) at Dec. 31, 2015 | 0 | 430 | 19,163,000 |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' Equity (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Common Stock | ||
Issuance of common stock and warrants for cash, allocated offering cost | $ 2,424 | $ 1,116 |
Series 2 Convertible Preferred Stock | ||
Issuance of Series 2 Convertible Preferred Stock for cash, allocated offering costs | $ 698 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (15,315) | $ (10,693) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 881 | 822 |
Stock-based compensation | 1,331 | 1,194 |
Gain on revaluation of warrant derivative liabilities, net | (122) | (2,200) |
Interest converted to principal on long-term debt | 0 | 68 |
Provision for excess and obsolete inventory | (60) | (841) |
Amortization of debt discount | 371 | 334 |
Loss on extinguishment of debt | 0 | 129 |
Deferred income taxes | 128 | 0 |
Change in operating assets and liabilities: | ||
Accounts receivable | (720) | (1,114) |
Inventories | (1,253) | 819 |
Prepaid expenses and other assets | (25) | (67) |
Accounts payable | 535 | 513 |
Accrued payroll and related costs | (179) | 1,026 |
Other accrued expenses | (210) | (278) |
Net cash used in operating activities | (14,638) | (10,288) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (308) | (335) |
Acquisition of business | 0 | (2,000) |
Net cash used in investing activities | (308) | (2,335) |
Cash flows from financing activities: | ||
Net proceeds from issuance of common stock and warrants (and Series 2 Convertible Preferred Stock in 2015 only) | 15,695 | 17,972 |
Repayment of capital lease obligations | (151) | (8) |
Repayment of promissory note | 0 | (1,318) |
Payment of taxes for restricted stock forfeited | (94) | 0 |
Net cash provided by financing activities | 15,450 | 16,646 |
Net increase in cash and cash equivalents | 504 | 4,023 |
Cash and cash equivalents at beginning of the period | 14,732 | 10,709 |
Cash and cash equivalents at end of the period | 15,236 | 14,732 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 23 | 71 |
Cash paid for income taxes | 2 | 3 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Property and equipment acquired with capital leases | 178 | 364 |
Warrant derivative liabilities transferred to equity on waiver of potential cash settlement provisions | 0 | 6,821 |
Inventory transferred to property and equipment | 158 | 107 |
Property and equipment transferred to inventory | 30 | 0 |
Issuance of promissory note, net of debt discount, in business acquisition | 0 | 1,100 |
Initial valuation of revenue earn-out contingency in business acquisition | 0 | 410 |
Issuance of warrants to underwriters and placement agents | 259 | 396 |
Accretion on Series 2 convertible preferred stock associated with beneficial conversion feature | $ 4,678 | $ 0 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | The Company General. WaferGen Bio-systems, Inc. and its subsidiaries (the “Company”) are engaged in the development, manufacture and sale of systems for genomic technology solutions for single-cell analysis and clinical research. The Company’s ICELL8 Single-Cell System is a cutting edge platform that can isolate thousands of single cells and process specific cells for analysis, including Next Generation Sequencing (“NGS”). The Company’s SmartChip platform can be used for profiling and validating molecular biomarkers, and can perform massively parallel singleplex PCR for one-step target enrichment and library preparation for clinical NGS. The Company’s Apollo 324 system can be used to process DNA and RNA from clinical samples to NGS-ready libraries. 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 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 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 NGS, including the Apollo 324 instrument and the PrepX reagents (the “Apollo Business”). See Note 3 below. 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 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 impact of the 2014 Reverse Split on a retroactive basis. 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 $20,000,000 . 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 Public Offering, each warrant entitling the holder to purchase one share of common stock for $6.25 at any time within three years of their issuance date. The aggregate fair value of these warrants when they were issued on August 27, 2014, was estimated to be $396,000 , 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 4.5 years. This estimated fair value was recorded in offering costs. On October 21, 2015, the Company completed a public offering (the “2015 Public Offering”) of 392 Class A Units and 1,108 Class B Units for $10,000 per Unit. Each Class A Unit consisted of 10,000 shares of the Company’s common stock and 10,000 warrants to purchase one share of common stock, and each Class B Unit consisted of one share of Series 2 Convertible Preferred Stock (each convertible into 10,000 shares of the Company’s common stock, subject to certain ownership limitations) and 10,000 warrants to purchase one share of common stock. In addition, the Company sold 2.25 million shares of common stock and 2.25 million warrants to purchase one share of common stock pursuant to the full exercise of the overallotment option granted to the underwriters. In aggregate, the Company issued 6.17 million shares of its common stock (inclusive of 2.25 million shares of common stock sold by the Company from the full exercise of the overallotment option granted to the underwriters), 1,108 shares of Series 2 Convertible Preferred Stock and warrants to purchase 17.25 million shares of common stock (inclusive of 2.25 million warrants to purchase shares of common stock sold by the Company from the full exercise of the overallotment option of warrants granted to the underwriters) in the 2015 Public Offering. Subject to certain ownership limitations, the warrants are exercisable at any time within five years of their issuance date at an exercise price of $1.44 . The total gross proceeds from the offering to the Company were $17,250,000 . After deducting underwriting discounts, commissions and offering expenses payable by the Company, the aggregate net proceeds received by the Company totaled approximately $15.7 million . The Company incurred issuance costs in connection with the 2015 Public Offering totaling $1,814,000 (including the fair value of warrants issued to the underwriters of approximately $ 259,000 , 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 (in thousands) Common stock and warrants $ 10,848 $ (1,116 ) $ 9,732 Series 2 Convertible Preferred Stock 6,402 (698 ) 5,704 Total $ 17,250 $ (1,814 ) $ 15,436 The Company retained underwriters in connection with the 2015 Public Offering, and pursuant to the terms of an underwriting agreement, the Company paid the underwriters an aggregate fee totaling approximately $1,283,000 . In addition, the Company issued the underwriters 450,000 warrants at the closing of the 2015 Public Offering, each warrant entitling the holder to purchase one share of common stock for $1.44 at any time within three years of their issuance date. The aggregate fair value of these warrants when they were issued on October 21, 2015, was estimated to be $ 259,000 , using a closing stock price of $1.00 and assumptions including estimated volatility of 111.20% , a risk-free interest rate of 0.83% , a zero dividend rate and an estimated remaining term of 2.7 years. This estimated fair value was recorded in offering costs. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 . 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. The Company has no subsidiaries for which the local currency is the functional currency. 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. Inventor y . Inventory is recorded at the lower of cost (first-in, first-out) or net realizable 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, 2015 and 2014 . 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 offset against the debt to the extent that a liability is recorded. Absent outstanding borrowings, they 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 2015 and 2014 . 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 $164,000 (the balance of available matching funds having been fully used by March 31, 2015) and $559,000 in the years ended December 31, 2015 and 2014 , 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 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. 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 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. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective date” (“ASU 2015-14”),which permits deferral of the effective date of ASU 2014-09 by one year, so the Company may delay adopting the standard until January 1, 2018. 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 both the timing and 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 2014-15 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 April 2015, the FASB issued ASU 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 requires issuance costs related to a recognized debt liability to be presented in the balance sheet as an offset against the recorded liability, similar to debt discounts. Such issuance costs were previously recorded as assets. The recognition and measurement guidance for debt issuance costs are unchanged. ASU 2015-03 is effective for annual periods beginning after December 15, 2015, and interim periods within those years, with early adoption permitted. In August 2015, the FASB issued ASU 2015-15, “Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update)” (“ASU 2015-15”). ASU 2015-15 notes that the SEC would permit the issuance costs related to a line-of-credit being deferred and the unamortized portion being presented as an asset, regardless of whether there are outstanding borrowings. The Company adopted ASU 2015-03 effective January 1, 2015 and ASU 2015-15 effective July 1, 2015 and, since it has no debt issuance costs recorded for any period that will be presented after the former date, neither adoption had any impact on the Company’s consolidated financial condition or results of operations. In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory” (“ASU 2015- 11”). ASU 2015-11 requires inventory that is recorded using the first-in, first-out (FIFO) or average cost method to be measured at the lower of cost and net realizable value (defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation), as opposed to the previous requirement to measure such inventory at the lower of cost and market value. ASU 2015-11 is effective for annual periods beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. The Company adopted this standard effective July 1, 2015, and its adoption did not have a significant impact on the Company’s consolidated financial condition or results of operations. In September 2015, the FASB issued ASU 2015-16, “ Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments ” (“ASU 2015-16”). ASU 2015-16 requires that, in the event of a business acquisition, the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The acquirer will need to record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. ASU 2015-16 is effective for annual periods beginning after December 15, 2015, with early adoption permitted only with respect to periods for which financial statements have not been issued. The Company adopted this standard effective October 1, 2015, and its adoption had no impact on the Company’s consolidated financial condition or results of operations. In September 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). ASU 2015-17 requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position (superseding the previous requirement that they be apportioned between current and noncurrent). ASU 2015-17 is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The Company adopted this standard effective October 1, 2015, and its adoption had no impact on the Company’s consolidated financial condition or results of operations. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires the recognition of lease assets (representing the value of the right to use the property over the lease term) and lease liabilities (representing the present value of future liabilities) by lessees for those leases presently classified as operating leases (superseding the previous requirement that they be expensed over the lease term, without recognition of assets and liabilities). ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, and will become effective for the Company beginning on January 1, 2019. The Company is in the process of determining the impact on the Company’s consolidated financial condition and results of operations. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 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: (in thousands) Cash $ 2,000 Promissory note (see Note 7) 1,100 Contingent earn-out payments 410 Total $ 3,510 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. The Company 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 12). 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: (in thousands) Inventory $ 606 Property and equipment 118 Intangible assets: Customer lists and trademarks 1,500 Purchased technology 360 Goodwill (1) 990 Total assets 3,574 Liabilities – accrued vacation (64 ) Total purchase price $ 3,510 __________ (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. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories, net of provisions for potentially excess, obsolete or impaired goods, consisted of the following at December 31, 2015 and 2014 : December 31, 2015 December 31, 2014 (in thousands) Raw materials $ 630 $ 55 Work in process 288 251 Finished goods 1,080 507 Inventories, net $ 1,998 $ 813 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following at December 31, 2015 and 2014 : December 31, 2015 December 31, 2014 (in thousands) Equipment $ 3,484 $ 3,081 Tools and molds 27 11 Leasehold improvements 92 86 Furniture and fixtures 95 95 Total property and equipment 3,698 3,273 Less accumulated depreciation and amortization (2,646 ) (2,404 ) Property and equipment, net $ 1,052 $ 869 Depreciation and amortization expense related to property and equipment totaled $ 431,000 and $ 324,000 for the years ended December 31, 2015 and 2014 , respectively. Equipment includes the following amounts under leases at December 31, 2015 and 2014 : December 31, 2015 December 31, 2014 (in thousands) Cost $ 598 $ 455 Accumulated depreciation (180 ) — Total $ 418 $ 455 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Changes in the carrying amount of goodwill in the year ended December 31, 2015 , were as follows: (in thousands) Balance at January 1, 2015 $ 990 Additions — Balance at December 31, 2015 $ 990 Other intangible assets as of December 31, 2015 , consist of: Gross Carrying Amount Accumulated Amortization Intangible Assets (in thousands) Purchased technology $ 360 $ 200 $ 160 Customer lists and trademarks 1,500 748 752 Total as of December 31, 2015 $ 1,860 $ 948 $ 912 The estimated future amortization expenses by fiscal year are as follows: Year ending December 31, (in thousands) 2016 $ 421 2017 314 2018 148 2019 29 Total amortization $ 912 Intangible asset amortization expense for the years ended December 31, 2015 and 2014 , was $ 450,000 and $ 498,000 , respectively. |
Long Term Obligations
Long Term Obligations | 12 Months Ended |
Dec. 31, 2015 | |
Long-term Debt and Capital Lease Obligations, Including Current Maturities [Abstract] | |
Long Term Obligations | Long Term Obligations On August 15, 2013, the Company issued WaferGen Biosystems (M) Sdn. Bhd. (“WGBM”), a wholly owned subsidiary in Malaysia, 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 Malaysian Technology Development Corporation (“MTDC”, a major investor in WGBM’s preference shares), 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, 2015 and 2014 : December 31, 2015 December 31, 2014 MTDC Notes Payable: (in thousands) Face value $ 5,200 $ 5,200 Debt discount, net of accumulated amortization of $710 and $339 at December 31, 2015 and 2014, respectively 2,833 3,204 Notes payable, net of debt discount $ 2,367 $ 1,996 At any time prior to the MTDC Notes’ 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 $0.7938 in the 30 days preceding December 31, 2015 , the MTDC Notes could have been settled by issuing 6,551,000 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: (in thousands) Face value $ 1,250 $ 1,250 Interest added to principal 68 — Stated value 1,318 1,250 Debt discount, net of accumulated amortization of $21 and nil at September 12 and January 6, 2014, respectively 129 150 Notes payable, net of debt discount, prior to repayment 1,189 1,100 Loss on extinguishment of debt 129 — Balance repaid to IntegenX (1,318 ) — Notes payable, net of debt discount $ — $ 1,100 The Company recorded a loss on early extinguishment of debt of $129,000 as a result of the repayment of the IntegenX Note on September 12, 2014. As of December 31, 2015, the Company leased office space for use in its operations under three operating leases that were not cancellable by the Company and had expiration dates between June 2017 and April 2018 (See Note 18, Subsequent Events). The Company also leases equipment under three capital leases that expire between December 2017 and May 2018. Aggregate future minimum obligations for leases in effect as of December 31, 2015 , are as follows: Operating Leases Capital Leases Year ending December 31, (in thousands) 2016 477 192 2017 486 183 2018 162 25 Total minimum obligations $ 1,125 400 Amounts representing interest (17 ) Present value of future minimum payments 383 Current portion of long term obligations (180 ) Long term obligations, less current portion $ 203 Rent expense totaled $535,000 and $366,000 for the years ended December 31, 2015 and 2014 , respectively. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2015 | |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Preferred Stock | Preferred Stock The Company has 10,000,000 shares of preferred stock authorized. Effective August 27, 2013, the Company designated 3,663 shares of its authorized preferred stock as Series 1 Convertible Preferred Stock. The Series 1 Convertible Preferred Stock had no voting rights, and holders were 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 shares of Series 1 Convertible Preferred Stock in exchange for previously-issued securities and sold 646 shares of Series 1 Convertible Preferred Stock in a private placement. As of December 31, 2013, 688 shares of Series 1 Convertible Preferred Stock had been converted into 173,000 shares of common stock, and in the year ended December 31, 2014 , all the remaining 2,945 shares of Series 1 Convertible Preferred Stock were converted into 741,000 shares of common stock. The Company subsequently retired all of the Series 1 Convertible Preferred Stock, none of which remains issued and outstanding and none will be issued in the future. Effective October 20, 2015, the Company designated 1,108 shares of its authorized preferred stock as Series 2 Convertible Preferred Stock. Each share of Series 2 Convertible Preferred Stock was convertible into 10,000 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. The Series 2 Convertible Preferred Stock has no voting rights and is on a par with common stock on an as-converted basis with respect to dividend rights and distributions of assets in the event of liquidation, without regard to the ownership cap. On October 21, 2015, the Company sold 1,108 shares of Series 2 Convertible Preferred Stock in the 2015 Public Offering (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 2 Convertible Preferred Stock. Since this preferred stock was immediately convertible and not redeemable, this non-contingent beneficial conversion feature of $4,678,000 was recorded as a one-time accretion expense. As of December 31, 2015, 678 shares of Series 2 Convertible Preferred Stock had been converted into 6,780,000 shares of common stock and 430 shares of Series 2 Convertible Preferred Stock remained outstanding. |
Stock Awards
Stock Awards | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Awards | 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 178,000 inducement options and 50,000 inducement restricted stock units outstanding that were awarded to executive officers on August 27, 2014 and May 12, 2015, not covered by the Plans, with the same standard terms as non-qualified stock options or restricted stock units 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 15,000 to 315,000 , and on November 17, 2014, which further increased the total number of shares authorized for issuance from 315,000 to 1,215,000 . 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. A summary of stock option and restricted stock transactions in the two years ended December 31, 2015 , is as follows: Stock Options Restricted Stock Shares Available For Grant Number of Options Outstanding Weighted Average Exercise Price Number of Awards Outstanding Weighted Average Grant-Date Fair Value (In thousands, except per share amounts) Balance at January 1, 2014 3 12 $ 353.92 — $ — 2008 Plan Amendments 1,200 — $ — — $ — Granted (321 ) 179 $ 8.79 242 $ 4.80 Vested — — $ — (7 ) $ 14.00 Forfeited 11 (1 ) $ 80.10 (10 ) $ 4.57 Canceled 2 (2 ) $ 204.66 — $ — Balance at December 31, 2014 895 188 $ 27.35 225 $ 4.54 Granted (562 ) 361 $ 3.43 400 $ 3.54 Vested — — $ — (95 ) $ 4.21 Forfeited 104 (71 ) $ 4.62 (79 ) $ 4.28 Canceled 1 (1 ) $ 765.96 — $ — Balance at December 31, 2015 438 477 $ 11.43 451 $ 3.77 The following table summarizes information concerning outstanding options as of December 31, 2015 : Options Number of Shares Weighted Average Remaining Contractual Life (in Years) Weighted Average Exercise Price Aggregate Intrinsic Value (in thousands) (in thousands) Outstanding 477 5.95 $ 11.43 $ — Vested and expected to vest 457 5.93 $ 11.77 $ — Exercisable 311 5.76 $ 15.48 $ — 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, 2015 , based on the Company’s common stock closing price of $0.73 , which would have been received by the option holders had all their in-the-money options been exercised as of that date. The weighted average grant date fair value of options awarded in the years ended December 31, 2015 and 2014 , was $2.56 and $6.33 , respectively. These fair values were estimated using the following assumptions (see also Note 12): Year Ended December 31, 2015 2014 Risk-free interest rate 1.25% - 1.44% 1.43% - 1.57% Expected term 3.55 - 4.50 Years 4.75 years Expected volatility 106.11% - 119.36% 93.89% - 105.79% Dividend yield — % — % The grant date fair value of options vested in the years ended December 31, 2015 and 2014 , was $677,000 and $899,000 , respectively. No options were exercised during the two years ended December 31, 2015 . The total fair value of restricted stock vested in the years ended December 31, 2015 and 2014 , was $292,000 and $19,000 , respectively. The amounts expensed for stock-based compensation totaled $1,331,000 and $1,194,000 for the years ended December 31, 2015 and 2014 , respectively. At December 31, 2015 , the total stock-based compensation cost not yet recognized, net of estimated forfeitures, was $1,444,000 . This cost is expected to be recognized over an estimated weighted average amortization period of 2.10 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, 2015 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Warrants A summary of outstanding common stock warrants as of December 31, 2015 , is as follows: Securities Into Which Total Warrants Warrants Recorded Exercise Expiration Warrants are Convertible Outstanding as Liabilities Price Date (in thousands, except per share amounts) Common stock 17,250 — $ 1.44 October 2020 Common stock 450 — $ 1.44 October 2018 Common stock 4,600 — $ 5.00 August 2019 Common stock 120 — $ 6.25 August 2017 Common stock 613 111 $ 26.00 August and September 2018 Total 23,033 111 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. The warrants expiring in October 2020 and October 2018 were issued to investors and underwriters, respectively, in the 2015 Public Offering, and the warrants expiring in August 2019 and August 2017 were issued to investors and underwriters, respectively, in the 2014 Public Offering (see Note 1). 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 413,000 warrants and 22.54 unit warrants expiring in August and September 2018 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 $6,109,000 . On June 30, 2014, the Company similarly amended the terms of a further 89,000 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 $712,000 . There have been no such reclassifications since June 30, 2014. The aggregate fair value of those warrants and unit warrants accounted for as liabilities as of December 31, 2015 and 2014 (including warrants which have subsequently expired), was estimated to be $4,000 and $126,000 , respectively, using a closing stock price of $0.73 and $3.00 , respectively, and, other than those warrants with a de minimis value on the valuation date, based on the following assumptions: December 31, 2015 December 31, 2014 Risk-free interest rate 1.16% - 1.18% 1.18% - 1.20% Expected remaining term 2.39 - 2.47 Years 3.29 - 3.37 Years Expected volatility 108.49% - 108.51% 118.75% - 118.93% Dividend yield — % — % The aggregate fair value of such warrants at December 31, 2013, was estimated to be $9,147,000 . During the year ended December 31, 2015 , the decrease in the fair value of the warrant derivative liability of $122,000 was recorded as a revaluation gain , and 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 $2,200,000 was recorded as a revaluation gain (see Note 12). |
Benefit Plan
Benefit Plan | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Benefit Plan | 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 made no matching contributions in the years ended December 31, 2015 and 2014 , and the costs of administering the 401(k) plan are not significant. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 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, 2015 and 2014 : Level 1 Level 2 Level 3 Total December 31, 2015 (in thousands) Recurring Financial Liabilities: Warrant derivative liabilities $ — $ — $ 4 $ 4 Contingent earn-out payments — — 44 44 Total liabilities $ — $ — $ 48 $ 48 Level 1 Level 2 Level 3 Total December 31, 2014 (in thousands) Recurring Financial Liabilities: Warrant derivative liabilities $ — $ — $ 126 $ 126 Contingent earn-out payments — — 279 279 Total liabilities $ — $ — $ 405 $ 405 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, 2015 and 2014 : Warrant Derivatives Contingent Earn-out Payments Total (in thousands) Balance at January 1, 2015 $ 126 $ 279 $ 405 Issuances — — — Gain on revaluation of warrant derivative liabilities, net (122 ) — (122 ) Change in undiscounted contingent earn-out liability — (304 ) (304 ) Change in contingent earn-out adjustment included in interest expense — 69 69 Settlements — — — Balance at December 31, 2015 $ 4 $ 44 $ 48 Total gains included in other income and expenses attributable to liabilities still held as of December 31, 2015 $ 122 $ 235 $ 357 Warrant Derivatives Contingent Earn-out Payments Total (in thousands) Balance at January 1, 2014 $ 9,147 $ — $ 9,147 Issuances — 410 410 Gain on revaluation of warrant derivative liabilities, net (2,200 ) — (2,200 ) Change in undiscounted contingent earn-out liability — (229 ) (229 ) Change in contingent earn-out adjustment included in interest expense — 98 98 Settlements (6,821 ) — (6,821 ) Balance at December 31, 2014 $ 126 $ 279 $ 405 Total gains included in other income and expenses attributable to liabilities still held as of December 31, 2014 $ 1,240 $ 131 $ 1,371 The liability for contingent earn-out payments arises from the Company’s requirement to pay IntegenX a percentage of revenues of the Apollo Business acquired from IntegenX in January 2014 (see Notes 1 and 3), on a sliding scale up to 20% , should certain revenue targets be achieved in 2014, 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, 2015 , the Company 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 $3.1 million to $5.0 million and a discount rate of 14% . At December 31, 2014 , the Company 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% . Assumptions used in evaluating the warrant derivative liabilities are discussed in Note 10. 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. The Company applies a reduced weighting to its own historic volatility in the period prior to August 27, 2013, when 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. There were no transfers between Level 1, Level 2 and Level 3 of the fair value hierarchy during the years ended December 31, 2015 or 2014 . |
Segment Information, Geographic
Segment Information, Geographic Data, and Significant Customers | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Information, Geographic Data, and Significant Customers | 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, 2015 and 2014 , are as follows: Year Ended December 31, 2015 2014 (in thousands) United States $ 4,835 $ 3,559 International: Canada 157 234 Asia Pacific (1) 1,562 1,287 Europe 613 921 Total revenue $ 7,167 $ 6,001 __________ (1) Sales to Asia Pacific included approximately $910,000 and $457,000 to China in 2015 and 2014 , respectively, and $505,000 and $665,000 to Japan in 2015 and 2014 , respectively. Revenues are attributed to geographical areas based on where the Company’s products are shipped. One customer accounted for more than 10% of total revenues during either of the years ended December 31, 2015 or 2014 . This customer accounted for 14% and 4% of revenue in the years ended December 31, 2015 and 2014 , respectively. Long-lived assets by geographic areas as of December 31, 2015 and 2014 , are as follows: 2015 2014 (in thousands) United States $ 922 $ 856 Europe 130 13 — Total long-lived assets $ 1,052 $ 869 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 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 related to MTDC Notes or accretion related to Series 2 Convertible Preferred Stock, 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 and 2 Convertible Preferred Stock and MTDC Notes 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, 2015 and 2014 : Year Ended December 31, 2015 2014 (in thousands) Common share equivalents issuable upon exercise of common stock options — 22 Common share equivalents issuable upon exercise of common stock warrants 1,629 1,031 Shares issuable upon vesting of restricted stock 392 79 Shares issuable upon conversion of Series 1 Convertible Preferred Stock — 478 Shares issuable upon conversion of Series 2 Convertible Preferred Stock 1,359 — Shares issuable upon settlement of MTDC Notes 6,551 1,529 Total common share equivalents excluded from denominator for diluted earnings per share computation 9,931 3,139 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s net loss before provision for income taxes comprises the following for the years ended December 31, 2015 and 2014 : Year Ended December 31, 2015 2014 (in thousands) U.S $ (14,250 ) $ (10,375 ) Foreign (933 ) (315 ) Net loss before provision for income taxes $ (15,183 ) $ (10,690 ) The provision for income taxes consists of the following for the years ended December 31, 2015 and 2014 : Year Ended December 31, 2015 2014 (in thousands) Current: Federal $ — $ — State 2 3 Foreign 2 — Total Current $ 4 $ 3 Deferred: Federal $ 106 $ — State 22 — Foreign — — Total Deferred $ 128 $ — Provision for income taxes $ 132 $ 3 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, 2015 and 2014 : Year Ended December 31, 2015 2014 (in thousands) Provision for income taxes at federal statutory rate $ (5,162 ) $ (3,635 ) Federal research and development tax credits (195 ) (153 ) Derivative revaluations and settlements (42 ) (748 ) Deferred tax on indefinite-lived assets 79 — Expenses not deductible, income not taxable and other 12 (9 ) Foreign loss taxed at lower rates 315 107 Change in federal valuation allowance 5,125 4,441 Provision for income taxes $ 132 $ 3 The components of the deferred tax assets and liabilities as of December 31, 2015 and 2014 , are as follows: December 31, December 31, 2015 2014 (in thousands) Deferred tax assets: Net operating loss carry-forwards $ 37,719 $ 32,741 Capitalized research and development cost 347 446 Goodwill and intangible assets 281 133 Research and development tax credit 2,149 1,820 Depreciation on property and equipment 20 52 Stock-based compensation 1,069 812 Reserves and accruals 722 725 Total deferred tax assets 42,307 36,729 Valuation allowance (41,235 ) (35,453 ) Deferred tax assets net of valuation allowance 1,072 1,276 Deferred tax liabilities: Contingent earn-out (128 ) — Discount on debt issuance (1,072 ) (1,276 ) Total deferred tax liabilities (1,200 ) (1,276 ) Net deferred tax liability $ (128 ) $ — 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, to the extent that they are not exceeded by a deferred tax liability related to indefinite-lived assets, the Company has provided a full valuation allowance against its net deferred tax assets. At December 31, 2015 , the Company had federal and state net operating loss carry-forwards (“NOLs”) of approximately $97.9 million and $76.0 million , respectively, and foreign operating loss carry-forwards of approximately $1.9 million . The federal and state NOLs will expire in various periods from 2026 through 2035 . At December 31, 2015 , the Company had research and development tax credits of approximately $1.3 million and $1.3 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 2035 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. The Company has determined that there was a substantial ownership change on August 27, 2013, resulting in forfeitures in 2013. On August 27, 2014 and October 21, 2015, there were further substantial ownership changes due to the 2014 Public Offering and 2015 Public Offering (see Note 1), resulting in further forfeitures in 2014 and 2015. 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, 2014 and 2015, 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 $5.8 million and $5.1 million during the years ended December 31, 2015 and 2014 , 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 2015 remain subject to federal and state tax examination. The Company has established tax reserves for uncertain tax positions totaling $1,116,000 and $945,000 as of December 31, 2015 and 2014 , respectively. A reconciliation of the change in unrecognized tax benefits is as follows: Year Ended December 31, 2015 2014 (in thousands) Beginning Balance $ 945 $ 810 Additions based on tax positions related to the current year 171 135 Ending Balance $ 1,116 $ 945 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, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 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 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. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) Selected summarized quarterly financial information for fiscal 2015 and 2014 is as follows: Year Ended December 31, 2015 First Second Third Fourth (in thousands, except per share amounts) Revenue $ 1,146 $ 1,610 $ 2,010 $ 2,401 Gross profit $ 732 $ 934 $ 1,162 $ 1,119 Net gains (losses) on derivative revaluations $ (64 ) $ 104 $ 68 $ 318 Non-recurring gains, credits and (charges) related to restructuring $ — $ — $ — $ — Net loss $ (4,806 ) $ (3,821 ) $ (3,476 ) $ (3,212 ) Net loss attributable to common stockholders $ (4,806 ) $ (3,821 ) $ (3,476 ) $ (7,890 ) Net loss per share – basic and diluted $ (0.85 ) $ (0.67 ) $ (0.61 ) $ (0.57 ) Year Ended December 31, 2014 First Second Third Fourth (in thousands, except per share amounts) Revenue $ 1,405 $ 1,734 $ 1,250 $ 1,612 Gross profit $ 799 $ 975 $ 876 $ 779 Net gains (losses) on derivative revaluations $ 216 $ 1,158 $ 589 $ 466 Non-recurring gains, credits and (charges) related to restructuring $ — $ — $ (129 ) $ — Net loss $ (2,546 ) $ (2,103 ) $ (2,781 ) $ (3,263 ) Net loss attributable to common stockholders $ (2,546 ) $ (2,103 ) $ (2,781 ) $ (3,263 ) Net loss per share – basic and diluted $ (2.79 ) $ (2.28 ) $ (1.02 ) $ (0.58 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 11, 2016, the Company received written notice from the landlord for its headquarters located at 7400 Paseo Padre Parkway, Fremont, California, that the Company’s lease will be terminated effective April 12, 2016 (see Note 7). Effective March 1, 2016, the Company entered into a new lease for 28,866 square feet facility located at 34700 Campus Drive, Fremont, California, to replace the terminated lease. The new lease provides for a term of three years, commencing on March 1, 2016 and expiring on February 28, 2019, with an option to extend the term for an additional two years. As of December 31, 2015, aggregate future minimum obligations for all operating leases in effect in March 2016 are as follows: As Disclosed in Note 7 As Updated for New Lease Year ending December 31, (in thousands) 2016 477 664 2017 486 771 2018 162 776 2019 — 130 Total minimum obligations $ 1,125 $ 2,341 |
- Accounting Policies, by Polic
- Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 | 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 | 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 | 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 | Foreign Currencies . 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 | 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 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. 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 | 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 | 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 | Inventor y . Inventory is recorded at the lower of cost (first-in, first-out) or net realizable 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 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 . 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. Advertising costs of nil were expensed as incurred in the years ended December 31, 2015 and 2014 . |
Deferred Financing Costs | 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 offset against the debt to the extent that a liability is recorded. Absent outstanding borrowings, they are included in other assets. |
Impairment of Long-Lived 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 2015 and 2014 . |
Income Taxes | 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 | 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 $164,000 (the balance of available matching funds having been fully used by March 31, 2015) and $559,000 in the years ended December 31, 2015 and 2014 , respectively, which were offset against operating expenses in the statement of operations. |
Revenue Recognition | 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 | 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. |
Warranty Reserve | 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 . Research and development costs are charged to operations as incurred. |
Net INcome (Loss) Per Share | 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 | 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 | Recent Accounting Pronouncements . 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. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective date” (“ASU 2015-14”),which permits deferral of the effective date of ASU 2014-09 by one year, so the Company may delay adopting the standard until January 1, 2018. 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 both the timing and 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 2014-15 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 April 2015, the FASB issued ASU 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 requires issuance costs related to a recognized debt liability to be presented in the balance sheet as an offset against the recorded liability, similar to debt discounts. Such issuance costs were previously recorded as assets. The recognition and measurement guidance for debt issuance costs are unchanged. ASU 2015-03 is effective for annual periods beginning after December 15, 2015, and interim periods within those years, with early adoption permitted. In August 2015, the FASB issued ASU 2015-15, “Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update)” (“ASU 2015-15”). ASU 2015-15 notes that the SEC would permit the issuance costs related to a line-of-credit being deferred and the unamortized portion being presented as an asset, regardless of whether there are outstanding borrowings. The Company adopted ASU 2015-03 effective January 1, 2015 and ASU 2015-15 effective July 1, 2015 and, since it has no debt issuance costs recorded for any period that will be presented after the former date, neither adoption had any impact on the Company’s consolidated financial condition or results of operations. In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory” (“ASU 2015- 11”). ASU 2015-11 requires inventory that is recorded using the first-in, first-out (FIFO) or average cost method to be measured at the lower of cost and net realizable value (defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation), as opposed to the previous requirement to measure such inventory at the lower of cost and market value. ASU 2015-11 is effective for annual periods beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. The Company adopted this standard effective July 1, 2015, and its adoption did not have a significant impact on the Company’s consolidated financial condition or results of operations. In September 2015, the FASB issued ASU 2015-16, “ Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments ” (“ASU 2015-16”). ASU 2015-16 requires that, in the event of a business acquisition, the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The acquirer will need to record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. ASU 2015-16 is effective for annual periods beginning after December 15, 2015, with early adoption permitted only with respect to periods for which financial statements have not been issued. The Company adopted this standard effective October 1, 2015, and its adoption had no impact on the Company’s consolidated financial condition or results of operations. In September 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). ASU 2015-17 requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position (superseding the previous requirement that they be apportioned between current and noncurrent). ASU 2015-17 is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The Company adopted this standard effective October 1, 2015, and its adoption had no impact on the Company’s consolidated financial condition or results of operations. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires the recognition of lease assets (representing the value of the right to use the property over the lease term) and lease liabilities (representing the present value of future liabilities) by lessees for those leases presently classified as operating leases (superseding the previous requirement that they be expensed over the lease term, without recognition of assets and liabilities). ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, and will become effective for the Company beginning on January 1, 2019. The Company is in the process of determining the impact on the Company’s consolidated financial condition and results of operations. |
The Company (Tables)
The Company (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Scheduled of Allocation of Proceeds to New Securities Issued | The following reflects the allocation of these proceeds to the new securities issued: Security / Account Allocated Fair Value Issuance Costs Final Allocation (in thousands) Common stock and warrants $ 10,848 $ (1,116 ) $ 9,732 Series 2 Convertible Preferred Stock 6,402 (698 ) 5,704 Total $ 17,250 $ (1,814 ) $ 15,436 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment, Estimated Useful Life | 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 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisition, Purchase Price | The total purchase price for the Apollo Business is summarized as follows: (in thousands) Cash $ 2,000 Promissory note (see Note 7) 1,100 Contingent earn-out payments 410 Total $ 3,510 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price to the fair value of the respective assets and liabilities acquired: (in thousands) Inventory $ 606 Property and equipment 118 Intangible assets: Customer lists and trademarks 1,500 Purchased technology 360 Goodwill (1) 990 Total assets 3,574 Liabilities – accrued vacation (64 ) Total purchase price $ 3,510 __________ (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. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories, net of provisions for potentially excess, obsolete or impaired goods, consisted of the following at December 31, 2015 and 2014 : December 31, 2015 December 31, 2014 (in thousands) Raw materials $ 630 $ 55 Work in process 288 251 Finished goods 1,080 507 Inventories, net $ 1,998 $ 813 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment consisted of the following at December 31, 2015 and 2014 : December 31, 2015 December 31, 2014 (in thousands) Equipment $ 3,484 $ 3,081 Tools and molds 27 11 Leasehold improvements 92 86 Furniture and fixtures 95 95 Total property and equipment 3,698 3,273 Less accumulated depreciation and amortization (2,646 ) (2,404 ) Property and equipment, net $ 1,052 $ 869 |
Schedule of Capital Leased Assets | Equipment includes the following amounts under leases at December 31, 2015 and 2014 : December 31, 2015 December 31, 2014 (in thousands) Cost $ 598 $ 455 Accumulated depreciation (180 ) — Total $ 418 $ 455 |
Goodwill and Other Intangible32
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill in the year ended December 31, 2015 , were as follows: (in thousands) Balance at January 1, 2015 $ 990 Additions — Balance at December 31, 2015 $ 990 |
Schedule of Finite-Lived Intangible Assets | Other intangible assets as of December 31, 2015 , consist of: Gross Carrying Amount Accumulated Amortization Intangible Assets (in thousands) Purchased technology $ 360 $ 200 $ 160 Customer lists and trademarks 1,500 748 752 Total as of December 31, 2015 $ 1,860 $ 948 $ 912 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated future amortization expenses by fiscal year are as follows: Year ending December 31, (in thousands) 2016 $ 421 2017 314 2018 148 2019 29 Total amortization $ 912 |
Long Term Obligations (Tables)
Long Term Obligations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Long Term Obligations (Tables) [Line Items] | |
Schedule of Maturities of Long-term Debt | Aggregate future minimum obligations for leases in effect as of December 31, 2015 , are as follows: Operating Leases Capital Leases Year ending December 31, (in thousands) 2016 477 192 2017 486 183 2018 162 25 Total minimum obligations $ 1,125 400 Amounts representing interest (17 ) Present value of future minimum payments 383 Current portion of long term obligations (180 ) Long term obligations, less current portion $ 203 |
MTDC Notes | Notes Payable | |
Long Term Obligations (Tables) [Line Items] | |
Schedule of Long-term Debt Instruments | The MTDC Notes were recorded using an effective interest rate of 17.39% and are summarized as follows at December 31, 2015 and 2014 : December 31, 2015 December 31, 2014 MTDC Notes Payable: (in thousands) Face value $ 5,200 $ 5,200 Debt discount, net of accumulated amortization of $710 and $339 at December 31, 2015 and 2014, respectively 2,833 3,204 Notes payable, net of debt discount $ 2,367 $ 1,996 |
Integen X Note | Notes Payable | |
Long Term Obligations (Tables) [Line Items] | |
Schedule of Long-term Debt Instruments | 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: (in thousands) Face value $ 1,250 $ 1,250 Interest added to principal 68 — Stated value 1,318 1,250 Debt discount, net of accumulated amortization of $21 and nil at September 12 and January 6, 2014, respectively 129 150 Notes payable, net of debt discount, prior to repayment 1,189 1,100 Loss on extinguishment of debt 129 — Balance repaid to IntegenX (1,318 ) — Notes payable, net of debt discount $ — $ 1,100 |
Stock Awards (Tables)
Stock Awards (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Activity | A summary of stock option and restricted stock transactions in the two years ended December 31, 2015 , is as follows: Stock Options Restricted Stock Shares Available For Grant Number of Options Outstanding Weighted Average Exercise Price Number of Awards Outstanding Weighted Average Grant-Date Fair Value (In thousands, except per share amounts) Balance at January 1, 2014 3 12 $ 353.92 — $ — 2008 Plan Amendments 1,200 — $ — — $ — Granted (321 ) 179 $ 8.79 242 $ 4.80 Vested — — $ — (7 ) $ 14.00 Forfeited 11 (1 ) $ 80.10 (10 ) $ 4.57 Canceled 2 (2 ) $ 204.66 — $ — Balance at December 31, 2014 895 188 $ 27.35 225 $ 4.54 Granted (562 ) 361 $ 3.43 400 $ 3.54 Vested — — $ — (95 ) $ 4.21 Forfeited 104 (71 ) $ 4.62 (79 ) $ 4.28 Canceled 1 (1 ) $ 765.96 — $ — Balance at December 31, 2015 438 477 $ 11.43 451 $ 3.77 |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes information concerning outstanding options as of December 31, 2015 : Options Number of Shares Weighted Average Remaining Contractual Life (in Years) Weighted Average Exercise Price Aggregate Intrinsic Value (in thousands) (in thousands) Outstanding 477 5.95 $ 11.43 $ — Vested and expected to vest 457 5.93 $ 11.77 $ — Exercisable 311 5.76 $ 15.48 $ — |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | These fair values were estimated using the following assumptions (see also Note 12): Year Ended December 31, 2015 2014 Risk-free interest rate 1.25% - 1.44% 1.43% - 1.57% Expected term 3.55 - 4.50 Years 4.75 years Expected volatility 106.11% - 119.36% 93.89% - 105.79% Dividend yield — % — % |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | A summary of outstanding common stock warrants as of December 31, 2015 , is as follows: Securities Into Which Total Warrants Warrants Recorded Exercise Expiration Warrants are Convertible Outstanding as Liabilities Price Date (in thousands, except per share amounts) Common stock 17,250 — $ 1.44 October 2020 Common stock 450 — $ 1.44 October 2018 Common stock 4,600 — $ 5.00 August 2019 Common stock 120 — $ 6.25 August 2017 Common stock 613 111 $ 26.00 August and September 2018 Total 23,033 111 |
Schedule of Assumptions for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement | The aggregate fair value of those warrants and unit warrants accounted for as liabilities as of December 31, 2015 and 2014 (including warrants which have subsequently expired), was estimated to be $4,000 and $126,000 , respectively, using a closing stock price of $0.73 and $3.00 , respectively, and, other than those warrants with a de minimis value on the valuation date, based on the following assumptions: December 31, 2015 December 31, 2014 Risk-free interest rate 1.16% - 1.18% 1.18% - 1.20% Expected remaining term 2.39 - 2.47 Years 3.29 - 3.37 Years Expected volatility 108.49% - 108.51% 118.75% - 118.93% Dividend yield — % — % |
Fair Value of Financial Instr36
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | The following tables present the Company’s liabilities that are measured at fair value at December 31, 2015 and 2014 : Level 1 Level 2 Level 3 Total December 31, 2015 (in thousands) Recurring Financial Liabilities: Warrant derivative liabilities $ — $ — $ 4 $ 4 Contingent earn-out payments — — 44 44 Total liabilities $ — $ — $ 48 $ 48 Level 1 Level 2 Level 3 Total December 31, 2014 (in thousands) Recurring Financial Liabilities: Warrant derivative liabilities $ — $ — $ 126 $ 126 Contingent earn-out payments — — 279 279 Total liabilities $ — $ — $ 405 $ 405 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | 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, 2015 and 2014 : Warrant Derivatives Contingent Earn-out Payments Total (in thousands) Balance at January 1, 2015 $ 126 $ 279 $ 405 Issuances — — — Gain on revaluation of warrant derivative liabilities, net (122 ) — (122 ) Change in undiscounted contingent earn-out liability — (304 ) (304 ) Change in contingent earn-out adjustment included in interest expense — 69 69 Settlements — — — Balance at December 31, 2015 $ 4 $ 44 $ 48 Total gains included in other income and expenses attributable to liabilities still held as of December 31, 2015 $ 122 $ 235 $ 357 Warrant Derivatives Contingent Earn-out Payments Total (in thousands) Balance at January 1, 2014 $ 9,147 $ — $ 9,147 Issuances — 410 410 Gain on revaluation of warrant derivative liabilities, net (2,200 ) — (2,200 ) Change in undiscounted contingent earn-out liability — (229 ) (229 ) Change in contingent earn-out adjustment included in interest expense — 98 98 Settlements (6,821 ) — (6,821 ) Balance at December 31, 2014 $ 126 $ 279 $ 405 Total gains included in other income and expenses attributable to liabilities still held as of December 31, 2014 $ 1,240 $ 131 $ 1,371 |
Segment Information, Geograph37
Segment Information, Geographic Data, and Significant Customers (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers by Geographical Areas | Revenue by geographic areas for the years ended December 31, 2015 and 2014 , are as follows: Year Ended December 31, 2015 2014 (in thousands) United States $ 4,835 $ 3,559 International: Canada 157 234 Asia Pacific (1) 1,562 1,287 Europe 613 921 Total revenue $ 7,167 $ 6,001 |
Schedule of Long-Lived Assets, by Geographical Areas | Long-lived assets by geographic areas as of December 31, 2015 and 2014 , are as follows: 2015 2014 (in thousands) United States $ 922 $ 856 Europe 130 13 — Total long-lived assets $ 1,052 $ 869 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 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 and 2 Convertible Preferred Stock and MTDC Notes 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, 2015 and 2014 : Year Ended December 31, 2015 2014 (in thousands) Common share equivalents issuable upon exercise of common stock options — 22 Common share equivalents issuable upon exercise of common stock warrants 1,629 1,031 Shares issuable upon vesting of restricted stock 392 79 Shares issuable upon conversion of Series 1 Convertible Preferred Stock — 478 Shares issuable upon conversion of Series 2 Convertible Preferred Stock 1,359 — Shares issuable upon settlement of MTDC Notes 6,551 1,529 Total common share equivalents excluded from denominator for diluted earnings per share computation 9,931 3,139 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The Company’s net loss before provision for income taxes comprises the following for the years ended December 31, 2015 and 2014 : Year Ended December 31, 2015 2014 (in thousands) U.S $ (14,250 ) $ (10,375 ) Foreign (933 ) (315 ) Net loss before provision for income taxes $ (15,183 ) $ (10,690 ) |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes consists of the following for the years ended December 31, 2015 and 2014 : Year Ended December 31, 2015 2014 (in thousands) Current: Federal $ — $ — State 2 3 Foreign 2 — Total Current $ 4 $ 3 Deferred: Federal $ 106 $ — State 22 — Foreign — — Total Deferred $ 128 $ — Provision for income taxes $ 132 $ 3 |
Schedule of Effective Income Tax Rate Reconciliation | 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, 2015 and 2014 : Year Ended December 31, 2015 2014 (in thousands) Provision for income taxes at federal statutory rate $ (5,162 ) $ (3,635 ) Federal research and development tax credits (195 ) (153 ) Derivative revaluations and settlements (42 ) (748 ) Deferred tax on indefinite-lived assets 79 — Expenses not deductible, income not taxable and other 12 (9 ) Foreign loss taxed at lower rates 315 107 Change in federal valuation allowance 5,125 4,441 Provision for income taxes $ 132 $ 3 |
Schedule of Deferred Tax Assets and Liabilities | The components of the deferred tax assets and liabilities as of December 31, 2015 and 2014 , are as follows: December 31, December 31, 2015 2014 (in thousands) Deferred tax assets: Net operating loss carry-forwards $ 37,719 $ 32,741 Capitalized research and development cost 347 446 Goodwill and intangible assets 281 133 Research and development tax credit 2,149 1,820 Depreciation on property and equipment 20 52 Stock-based compensation 1,069 812 Reserves and accruals 722 725 Total deferred tax assets 42,307 36,729 Valuation allowance (41,235 ) (35,453 ) Deferred tax assets net of valuation allowance 1,072 1,276 Deferred tax liabilities: Contingent earn-out (128 ) — Discount on debt issuance (1,072 ) (1,276 ) Total deferred tax liabilities (1,200 ) (1,276 ) Net deferred tax liability $ (128 ) $ — |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the change in unrecognized tax benefits is as follows: Year Ended December 31, 2015 2014 (in thousands) Beginning Balance $ 945 $ 810 Additions based on tax positions related to the current year 171 135 Ending Balance $ 1,116 $ 945 |
Quarterly Financial Data (Una40
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Selected summarized quarterly financial information for fiscal 2015 and 2014 is as follows: Year Ended December 31, 2015 First Second Third Fourth (in thousands, except per share amounts) Revenue $ 1,146 $ 1,610 $ 2,010 $ 2,401 Gross profit $ 732 $ 934 $ 1,162 $ 1,119 Net gains (losses) on derivative revaluations $ (64 ) $ 104 $ 68 $ 318 Non-recurring gains, credits and (charges) related to restructuring $ — $ — $ — $ — Net loss $ (4,806 ) $ (3,821 ) $ (3,476 ) $ (3,212 ) Net loss attributable to common stockholders $ (4,806 ) $ (3,821 ) $ (3,476 ) $ (7,890 ) Net loss per share – basic and diluted $ (0.85 ) $ (0.67 ) $ (0.61 ) $ (0.57 ) Year Ended December 31, 2014 First Second Third Fourth (in thousands, except per share amounts) Revenue $ 1,405 $ 1,734 $ 1,250 $ 1,612 Gross profit $ 799 $ 975 $ 876 $ 779 Net gains (losses) on derivative revaluations $ 216 $ 1,158 $ 589 $ 466 Non-recurring gains, credits and (charges) related to restructuring $ — $ — $ (129 ) $ — Net loss $ (2,546 ) $ (2,103 ) $ (2,781 ) $ (3,263 ) Net loss attributable to common stockholders $ (2,546 ) $ (2,103 ) $ (2,781 ) $ (3,263 ) Net loss per share – basic and diluted $ (2.79 ) $ (2.28 ) $ (1.02 ) $ (0.58 ) |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | As of December 31, 2015, aggregate future minimum obligations for all operating leases in effect in March 2016 are as follows: As Disclosed in Note 7 As Updated for New Lease Year ending December 31, (in thousands) 2016 477 664 2017 486 771 2018 162 776 2019 — 130 Total minimum obligations $ 1,125 $ 2,341 |
The Company (Details)
The Company (Details) | Oct. 21, 2015USD ($)$ / sharesshares | Aug. 27, 2014USD ($)$ / sharesshares | Jun. 30, 2014shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) | Oct. 20, 2015shares |
The Company [Line Items] | ||||||
Warrants issued to purchase common stock | 111,000 | |||||
Issuance of warrants to underwriters | $ | $ (259,000) | $ (396,000) | ||||
The 2014 Reverse Split | ||||||
The Company [Line Items] | ||||||
Stock split, shares issued for fractional share | 1 | |||||
Stock split, conversion ratio | 10 | |||||
2014 Public Offering | ||||||
The Company [Line Items] | ||||||
New issues | 2,000 | |||||
Unit issued during period, price per unit, new issues (in dollars per share) | $ / shares | $ 10,000 | |||||
Number of shares in each unit sold | 2,000 | |||||
Sale of warrant, number of warrant in each unit sold | 2,000 | |||||
Warrants issued to purchase common stock | 1 | |||||
Sale of stock, number of shares issued in transaction | 4,000,000 | |||||
Number of warrants issued in transaction | 4,600,000 | |||||
Class of warrant or right, expiration period | 5 years | |||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 5 | |||||
Gross proceeds from public offering (in dollars) | $ | $ 20,000,000 | |||||
Proceeds from issuance of common stock | $ | $ 18,000,000 | |||||
2015 Public Offering | ||||||
The Company [Line Items] | ||||||
Unit issued during period, price per unit, new issues (in dollars per share) | $ / shares | $ 10,000 | |||||
Warrants issued to purchase common stock | 17,250,000 | |||||
Sale of stock, number of shares issued in transaction | 6,170,000 | |||||
Number of warrants issued in transaction | 10,000 | |||||
Class of warrant or right, expiration period | 5 years | |||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 1.44 | |||||
Proceeds from issuance of common stock | $ | $ 17,250,000 | |||||
Consideration received on transaction | $ | 15,700,000 | |||||
Payments of stock issuance costs | $ | $ 1,814,000 | |||||
Underwriters | 2014 Public Offering | ||||||
The Company [Line Items] | ||||||
Sale of stock, number of shares issued in transaction | 600,000 | |||||
Underwriting Agreement | 2014 Public Offering | ||||||
The Company [Line Items] | ||||||
Stock split, shares issued for fractional share | 1 | |||||
Class of warrant or right, expiration period | 3 years | |||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 6.25 | |||||
Payment for underwriting fees (in dollars) | $ | $ 1,675,000 | |||||
Issuance of warrants to underwriters | 120,000 | |||||
Warrants, aggregate grant date fair value (in dollars) | $ | $ 396,000 | |||||
Share price (in dollars per share) | $ / shares | $ 4.60 | |||||
Expected volatility | 108.07% | |||||
Risk-free interest rate | 1.48% | |||||
Dividend yield | 0.00% | |||||
Expected remaining term | 4 years 6 months | |||||
Underwriting Agreement | 2015 Public Offering | ||||||
The Company [Line Items] | ||||||
Stock split, shares issued for fractional share | 1 | |||||
Class of warrant or right, expiration period | 3 years | |||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 1.44 | |||||
Payment for underwriting fees (in dollars) | $ | $ 1,283,000 | |||||
Issuance of warrants to underwriters | 450,000 | |||||
Share price (in dollars per share) | $ / shares | $ 1 | |||||
Expected volatility | 111.20% | |||||
Risk-free interest rate | 0.83% | |||||
Dividend yield | 0.00% | |||||
Expected remaining term | 2 years 8 months 12 days | |||||
Class A Units | 2015 Public Offering | ||||||
The Company [Line Items] | ||||||
New issues | 392 | |||||
Number of shares in each unit sold | 10,000 | |||||
Sale of warrant, number of warrant in each unit sold | 10,000 | |||||
Warrants issued to purchase common stock | 1 | |||||
Class B Units | 2015 Public Offering | ||||||
The Company [Line Items] | ||||||
New issues | 1,108 | |||||
Warrants issued to purchase common stock | 1 | |||||
Number of preferred shares in each unit sold | 1 | |||||
Series 2 Convertible Preferred Stock | ||||||
The Company [Line Items] | ||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 10,000 | |||||
Series 2 Convertible Preferred Stock | 2015 Public Offering | ||||||
The Company [Line Items] | ||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 10,000 | |||||
Common Stock | 2015 Public Offering | ||||||
The Company [Line Items] | ||||||
Number of shares issued in transaction to purchase one share of common stock | 2,250,000 | |||||
Number of warrants issued to purchase one share of common stock | 2,250,000 | |||||
Common Stock | Over-Allotment Option | ||||||
The Company [Line Items] | ||||||
Warrants issued to purchase common stock | 0 | |||||
Number of shares issued in transaction to purchase one share of common stock | 2,250,000 | |||||
Number of warrants issued to purchase one share of common stock | 2,250,000 | |||||
Common Stock | ||||||
The Company [Line Items] | ||||||
Issuance of warrants to underwriters | $ | $ (259,000) | $ (396,000) |
The Company (Details) - The all
The Company (Details) - The allocation of new securities issued $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
The Company (Details) - The allocation of new securities issued [Line Items] | |
Allocated Fair Value | $ 17,250 |
Issuance Costs | (1,814) |
Final Allocation | 15,436 |
Common stock and warrants | |
The Company (Details) - The allocation of new securities issued [Line Items] | |
Allocated Fair Value | 10,848 |
Issuance Costs | (1,116) |
Final Allocation | 9,732 |
Series 2 Convertible Preferred Stock | |
The Company (Details) - The allocation of new securities issued [Line Items] | |
Allocated Fair Value | 6,402 |
Issuance Costs | (698) |
Final Allocation | $ 5,704 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies (Details) - Property and equipment useful lives - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of Significant Accounting Policies (Details) - Property and equipment useful lives [Line Items] | ||
Government subsidies recognized | $ 164 | $ 559 |
Standard product warranty, term | 1 year | |
Equipment | Minimum | ||
Summary of Significant Accounting Policies (Details) - Property and equipment useful lives [Line Items] | ||
PP&E, useful life | 3 years | |
Equipment | Maximum | ||
Summary of Significant Accounting Policies (Details) - Property and equipment useful lives [Line Items] | ||
PP&E, useful life | 5 years | |
Tools and molds | ||
Summary of Significant Accounting Policies (Details) - Property and equipment useful lives [Line Items] | ||
PP&E, useful life | 3 years | |
Leasehold improvements | Minimum | ||
Summary of Significant Accounting Policies (Details) - Property and equipment useful lives [Line Items] | ||
PP&E, useful life | 3 years | |
Leasehold improvements | Maximum | ||
Summary of Significant Accounting Policies (Details) - Property and equipment useful lives [Line Items] | ||
PP&E, useful life | 5 years | |
Furniture and fixtures | ||
Summary of Significant Accounting Policies (Details) - Property and equipment useful lives [Line Items] | ||
PP&E, useful life | 5 years |
Acquisitions (Details)
Acquisitions (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Acquisitions (Details) [Line Items] | |
Effective date of acquisition | Jan. 6, 2014 |
Contingent consideration, percentage of revenue | 20.00% |
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%. |
Contingent consideration arrangements, change in range of outcomes, 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%. |
Level 3 | |
Acquisitions (Details) [Line Items] | |
Contingent consideration arrangements, range of outcomes, value, low | $ 4 |
Contingent consideration arrangements, range of outcomes, value, high | $ 9.9 |
Discount rate | 14.00% |
Acquisitions (Details) - Schedu
Acquisitions (Details) - Schedule of Purchase Price - USD ($) | Jan. 06, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Acquisitions (Details) - Schedule of Purchase Price [Line Items] | |||
Cash | $ 0 | $ 2,000,000 | |
Contingent earn-out payments | $ 44,000 | $ 279,000 | |
Apollo Business | |||
Acquisitions (Details) - Schedule of Purchase Price [Line Items] | |||
Cash | $ 2,000 | ||
Promissory note (see Note 7) | 1,100 | ||
Contingent earn-out payments | 0 | ||
Total | $ 4,000 |
Acquisitions (Details) - Sche47
Acquisitions (Details) - Schedule of identifiable assets and liabilities - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 06, 2014 |
Intangible assets: | |||
Goodwill | $ 990 | $ 990 | |
Apollo Business | |||
Acquisitions (Details) - Schedule of identifiable assets and liabilities [Line Items] | |||
Inventory | $ 606 | ||
Property and equipment | 118 | ||
Intangible assets: | |||
Goodwill | 990 | ||
Total assets | 3,574 | ||
Liabilities – accrued vacation | (64) | ||
Total purchase price | 3,510 | ||
Customer lists and trademarks | Apollo Business | |||
Intangible assets: | |||
Intangible assets | 1,500 | ||
Purchased technology | Apollo Business | |||
Intangible assets: | |||
Intangible assets | $ 360 |
Inventories (Details) - Invento
Inventories (Details) - Inventories - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 630 | $ 55 |
Work in process | 288 | 251 |
Finished goods | 1,080 | 507 |
Inventories, net | $ 1,998 | $ 813 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 431 | $ 324 |
Property and Equipment (Detai50
Property and Equipment (Details) - Property and equipment - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 3,698 | $ 3,273 |
Less accumulated depreciation and amortization | (2,646) | (2,404) |
Property and equipment, net | 1,052 | 869 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 3,484 | 3,081 |
Tools and molds | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 27 | 11 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 92 | 86 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 95 | $ 95 |
Property and Equipment (Detai51
Property and Equipment (Details) - Equipment under leases - Equipment - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Capital Leased Assets [Line Items] | ||
Cost | $ 598 | $ 455 |
Accumulated depreciation | (180) | 0 |
Total | $ 418 | $ 455 |
Goodwill and Other Intangible52
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 450 | $ 498 |
Goodwill and Other Intangible53
Goodwill and Other Intangible Assets (Details) - Changes in the carrying amount of goodwill $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Goodwill [Roll Forward] | |
Balance at January 1, 2015 | $ 990 |
Additions | 0 |
Balance at December 31, 2015 | $ 990 |
Goodwill and Other Intangible54
Goodwill and Other Intangible Assets (Details) - Other intangible assets $ in Thousands | Dec. 31, 2015USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | $ 1,860 |
Accumulated Amortization | 948 |
Intangible Assets | 912 |
Purchased technology | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 360 |
Accumulated Amortization | 200 |
Intangible Assets | 160 |
Customer lists and trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 1,500 |
Accumulated Amortization | 748 |
Intangible Assets | $ 752 |
Goodwill and Other Intangible55
Goodwill and Other Intangible Assets (Details) - The estimated future amortization expenses by fiscal year | Dec. 31, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,016 | $ 421,000 |
2,017 | 314,000 |
2,018 | 148,000 |
2,019 | 29,000 |
Intangible Assets | $ 912,000 |
Long Term Obligations (Details)
Long Term Obligations (Details) | Sep. 12, 2014USD ($) | Jan. 06, 2014USD ($) | Dec. 31, 2015USD ($)lease$ / shares | Sep. 30, 2015 | Dec. 31, 2015USD ($)lease$ / sharesshares | Dec. 31, 2014USD ($) | Nov. 26, 2013USD ($) | Aug. 15, 2013USD ($) |
Long Term Obligations (Details) [Line Items] | ||||||||
Notes issued | $ 0 | $ 1,100,000 | ||||||
Loss on extinguishment of debt | $ 0 | 129,000 | ||||||
Number of non-cancellable leases | lease | 3 | 3 | ||||||
Operating leases, rent expense | $ 535,000 | 366,000 | ||||||
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. | |||||||
Notes Payable | ||||||||
Long Term Obligations (Details) [Line Items] | ||||||||
Term | 3 years | |||||||
Notes Payable | WGBM Notes | ||||||||
Long Term Obligations (Details) [Line Items] | ||||||||
Face value | $ 1,400,000 | $ 6,600,000 | ||||||
Long-term debt, gross | $ 5,300,000 | |||||||
Notes Payable | MTDC Notes | ||||||||
Long Term Obligations (Details) [Line Items] | ||||||||
Face value | $ 5,200,000 | $ 5,200,000 | 5,200,000 | $ 5,200,000 | ||||
Effective interest rate | 17.39% | |||||||
Payment terms, period of average closing price | 30 days | 30 days | ||||||
Share price (in dollars per share) | $ / shares | $ 0.7938 | $ 0.7938 | ||||||
Conversion of convertible securities (in shares) | shares | 6,551,000 | |||||||
Notes Payable | Integen X Note | ||||||||
Long Term Obligations (Details) [Line Items] | ||||||||
Face value | $ 1,250,000 | 1,250,000 | ||||||
Long-term debt, gross | 1,250,000 | 1,318,000 | ||||||
Effective interest rate | 11.60% | 11.60% | ||||||
Notes issued | $ 1,250,000 | |||||||
Interest rate, stated percentage | 8.00% | 8.00% | ||||||
Payment terms, mandatory repayment after equity offering, term | 45 days | |||||||
Proceeds from future fundraising | $ 15,000,000 | |||||||
Loss on extinguishment of debt | $ 129,000 | $ 0 | $ 129,000 |
Long Term Obligations (Detail57
Long Term Obligations (Details) - MTDC Notes - MTDC Notes - Notes Payable - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 26, 2013 |
MTDC Notes Payable: | |||
Face value | $ 5,200 | $ 5,200 | $ 5,200 |
Debt discount, net of accumulated amortization of $710 and $339 at December 31, 2015 and 2014, respectively | 2,833 | 3,204 | |
Notes payable, net of debt discount | $ 2,367 | $ 1,996 |
Long Term Obligations (Detail58
Long Term Obligations (Details) - MTDC Notes Amortization - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
MTDC Notes | Notes Payable | ||
Debt Instrument [Line Items] | ||
Accumulated amortization | $ 710 | $ 339 |
Long Term Obligations (Detail59
Long Term Obligations (Details) - IntegenX Note - USD ($) $ in Thousands | Sep. 12, 2014 | Jan. 06, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||
Loss on extinguishment of debt | $ 0 | $ 129 | ||
Balance repaid to IntegenX | 0 | (1,318) | ||
Notes payable, net of debt discount | $ 2,570 | 2,235 | ||
Integen X Note | Notes Payable | ||||
Debt Instrument [Line Items] | ||||
Face value | $ 1,250 | 1,250 | ||
Interest added to principal | 0 | 68 | ||
Stated value | 1,250 | 1,318 | ||
Debt discount, net of accumulated amortization of $21 and nil at September 12 and January 6, 2014, respectively | 150 | 129 | ||
Notes payable, net of debt discount | 1,100 | 1,189 | ||
Loss on extinguishment of debt | $ 129 | 0 | 129 | |
Balance repaid to IntegenX | 0 | (1,318) | ||
Notes payable, net of debt discount | $ 1,100 | $ 0 |
Long Term Obligations (Detail60
Long Term Obligations (Details) - IntegenX Note Amortization - Notes Payable - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 12, 2014 | Jan. 06, 2014 |
Integen X Note | ||||
Debt Instrument [Line Items] | ||||
Accumulated amortization | $ 21 | $ 0 | ||
MTDC Notes | ||||
Debt Instrument [Line Items] | ||||
Accumulated amortization | $ 710 | $ 339 |
Long Term Obligations (Detail61
Long Term Obligations (Details) - Schedule of future minimum obligations $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Long-term Debt and Capital Lease Obligations, Including Current Maturities [Abstract] | |
Operating Leases, due in 2016 | $ 477 |
Capital Leases, due in 2016 | 192 |
Operating Leases, due in 2017 | 486 |
Capital Leases, due in 2017 | 183 |
Operating Leases, due in 2018 | 162 |
Capital Leases, due in 2018 | 25 |
Operating Leases, total minimum obligations | 1,125 |
Capital Leases, total minimum obligations | 400 |
Amounts representing interest | (17) |
Present value of future minimum payments | 383 |
Current portion of long term obligations | (180) |
Long term obligations, less current portion | $ 203 |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 21, 2015 | Oct. 20, 2015 | Aug. 27, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred Stock (Details) [Line Items] | ||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||||
Common Stock | ||||||
Preferred Stock (Details) [Line Items] | ||||||
Conversion of stock, shares issued (in shares) | 6,780,000 | 741,000 | 173,000 | |||
Series 1 Convertible Preferred Stock | ||||||
Preferred Stock (Details) [Line Items] | ||||||
Preferred stock, shares authorized (in shares) | 3,663 | |||||
Preferred stock, liquidation preference per share (in dollars per share) | $ 0.001 | |||||
Convertible preferred stock, shares issued upon conversion (in shares) | 251.53436 | |||||
Ownership cap, threshold percentage | 9.98% | |||||
Preferred stock, share issued | 2,987 | |||||
Conversion of stock, shares converted (in shares) | 2,945 | 688 | ||||
Series 1 Convertible Preferred Stock | Private Placement | ||||||
Preferred Stock (Details) [Line Items] | ||||||
New issues (shares) | 646 | |||||
Series 2 Convertible Preferred Stock | ||||||
Preferred Stock (Details) [Line Items] | ||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 10,000 | |||||
Ownership cap, threshold percentage | 9.98% | |||||
Preferred stock, share issued | 1,108 | |||||
Conversion of stock, shares converted (in shares) | 678 | |||||
Beneficial conversion feature, accretion expense | $ 4,678 | |||||
Series 2 Convertible Preferred Stock | Common Stock | ||||||
Preferred Stock (Details) [Line Items] | ||||||
Preferred stock, shares outstanding | 430 | |||||
Series 2 Convertible Preferred Stock | Public Offering | ||||||
Preferred Stock (Details) [Line Items] | ||||||
New issues (shares) | 1,108 |
Stock Awards (Details)
Stock Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 27, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | May. 12, 2015 | Nov. 17, 2014 | May. 29, 2014 | Dec. 31, 2013 |
Stock Awards (Details) [Line Items] | |||||||
Share-based compensation | $ 1,331 | $ 1,194 | |||||
Compensation cost not yet recognized | $ 1,444 | ||||||
Compensation cost not yet recognized, period for recognition | 2 years 1 month 6 days | ||||||
2008 Plan | |||||||
Stock Awards (Details) [Line Items] | |||||||
Number of shares authorized | 315,000 | 15,000 | |||||
2008 Plan Amendment | |||||||
Stock Awards (Details) [Line Items] | |||||||
Number of shares authorized | 1,215,000 | 315,000 | |||||
Maximum | |||||||
Stock Awards (Details) [Line Items] | |||||||
Exercisable period | 10 years | ||||||
Vesting period | 4 years | ||||||
Maximum | 2008 Plan | |||||||
Stock Awards (Details) [Line Items] | |||||||
Exercisable period | 7 years | ||||||
Minimum | |||||||
Stock Awards (Details) [Line Items] | |||||||
Vesting period | 3 years | ||||||
Inducement Options | |||||||
Stock Awards (Details) [Line Items] | |||||||
Options outstanding (in shares) | 178,000 | ||||||
Inducement Restricted Stock Units | |||||||
Stock Awards (Details) [Line Items] | |||||||
Restricted stock outstanding (in shares) | 50,000 | ||||||
Stock Options | |||||||
Stock Awards (Details) [Line Items] | |||||||
Options outstanding (in shares) | 477,000 | 188,000 | 12,000 | ||||
Weighted average grant date fair value (in dollars per share) | $ 2.56 | $ 6.33 | |||||
Vested in period, fair value | $ 677 | $ 899 | |||||
Restricted Stock | |||||||
Stock Awards (Details) [Line Items] | |||||||
Restricted stock outstanding (in shares) | 451,000 | 225,000 | 0 | ||||
Fair value of restricted stock vested | $ 292 | $ 19 |
Stock Awards (Details) - Summar
Stock Awards (Details) - Summary of stock option and restricted stock transaction - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Shares Available for Grant, Balance | 895 | 3 | |
2008 Plan Amendments | 1,200 | ||
Shares Available for Grant, Granted | (562) | (321) | |
Shares Available For Grant, Vested | 0 | 0 | |
Shares Available for Grant, Forfeited | 104 | 11 | |
Shares Available for Grant, Canceled | 1 | 2 | |
Shares Available for Grant, Balance | 438 | 895 | |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Stock Options, Number of Options outstanding | 188 | 12 | |
Stock Options, Weighted Average Exercise Price (in Dollars per share) | $ 11.43 | $ 27.35 | $ 353.92 |
Stock Options, Number of Options, Granted | 361 | 179 | |
Stock Options, Granted, Weighted Average Exercise Price (in Dollars per share) | $ 3.43 | $ 8.79 | |
Stock Options, Number of Options, Vested | 0 | 0 | |
Stock Options, Vested, Weighted Average Exercise Price (in Dollars per share) | $ 0 | $ 0 | |
Stock Options, Number of Options, Forfeited | (71) | (1) | |
Forfeited, Weighted Average Exercise Price (in Dollars per share) | $ 4.62 | $ 80.10 | |
Stock Options, Number of Options, Canceled | (1) | (2) | |
Stock Options Canceled, Weighted Average Exercise Price (in Dollars per share) | $ 765.96 | $ 204.66 | |
Stock Options, Number of Options outstanding | 477 | 188 | |
Stock Options, Weighted Average Exercise Price (in Dollars per share) | $ 11.43 | $ 27.35 | 353.92 |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Restricted Stock, Number of options outstanding | 225 | 0 | |
Restricted Stock, Weighted Average Grant-Date Fair Value (in Dollars per share) | $ 3.77 | $ 4.54 | 0 |
Restricted Stock, Number of options, Granted | 400 | 242 | |
Restricted Stock Granted, Weighted Average Grant-Date Fair Value (in Dollars per share) | $ 3.54 | $ 4.80 | |
Restricted Stock, Number of options, Vested | (95) | (7) | |
Restricted Stock, Vested, Weighted Average Grant-Date Fair Value (in Dollars per share) | $ 4.21 | $ 14 | |
Restricted Stock, Number of options, Forfeited | (79) | (10) | |
Forfeited, Weighted Average Grant-Date Fair Value (in Dollars per share) | $ 4.28 | $ 4.57 | |
Restricted Stock, Number of options, Canceled | 0 | 0 | |
Canceled, Weighted Average Grant-Date Fair Value (in Dollars per share) | $ 0 | $ 0 | |
Restricted Stock, Weighted Average Grant-Date Fair Value (in Dollars per share) | $ 3.77 | $ 4.54 | $ 0 |
Restricted Stock, Number of options outstanding | 451 | 225 |
Stock Awards (Details) - The we
Stock Awards (Details) - The weighted average grant date fair value of options awarded | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Stock Awards (Details) - The weighted average grant date fair value of options awarded [Line Items] | ||
Expected term | 4 years 9 months | |
Dividend yield | 0.00% | 0.00% |
Minimum | ||
Stock Awards (Details) - The weighted average grant date fair value of options awarded [Line Items] | ||
Risk-free interest rate | 1.25% | 1.43% |
Expected term | 3 years 6 months 18 days | |
Expected volatility | 106.11% | 93.89% |
Maximum | ||
Stock Awards (Details) - The weighted average grant date fair value of options awarded [Line Items] | ||
Risk-free interest rate | 1.44% | 1.57% |
Expected term | 4 years 6 months | |
Expected volatility | 119.36% | 105.79% |
Stock Awards (Details) - Inform
Stock Awards (Details) - Information concerning outstanding options - Stock Options - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Awards (Details) - Information concerning outstanding options [Line Items] | |||
Outstanding | 477 | 188 | 12 |
Outstanding | 5 years 11 months 12 days | ||
Outstanding | $ 11.43 | $ 27.35 | $ 353.92 |
Outstanding | $ 0 | ||
Vested and expected to vest | 457 | ||
Vested and expected to vest | 5 years 11 months 5 days | ||
Vested and expected to vest | $ 11.77 | ||
Vested and expected to vest | $ 0 | ||
Exercisable | 311 | ||
Exercisable | 5 years 9 months 4 days | ||
Exercisable | $ 15.48 | ||
Exercisable | $ 0 |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | |
Warrants (Details) [Line Items] | |||||
Warrants issued to purchase common stock | 111,000 | ||||
Class of warrant or right, outstanding | 23,033,000 | ||||
Derivative liability (in dollars) | $ 4 | $ 126 | |||
Warrant | |||||
Warrants (Details) [Line Items] | |||||
Share price (in dollars per share) | $ 0.73 | $ 3 | |||
Derivative liability (in dollars) | $ 4 | $ 126 | $ 9,147 | ||
Increase (decrease) in derivative liabilities | $ (122) | $ (2,200) | |||
Warrants Expire In August And September 2018 | |||||
Warrants (Details) [Line Items] | |||||
Warrant units, outstanding | 25.88 | 2.99 | 22.54 | ||
Number recorded as liability | 0.35 | ||||
Warrants and rights outstanding (in dollars) | $ 50 | ||||
Warrants issued to purchase common stock | 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 | ||||
Class of warrant or right, outstanding | 89,000 | 413,000 | |||
Warrants not settleable in cash, fair value disclosure (in dollars) | $ 712 | $ 6,109 | |||
Warrants Expire In August And September 2018 | Common Stock | |||||
Warrants (Details) [Line Items] | |||||
Warrants issued to purchase common stock | 2,500 |
Warrants (Details) - Summary of
Warrants (Details) - Summary of outstanding common stock warrants shares in Thousands | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding | 23,033 |
Warrants recorded as liabilities | 111 |
Warrant A | |
Class of Warrant or Right [Line Items] | |
Securities Into Which Warrants are Convertible | Common stock |
Warrants Outstanding | 17,250 |
Warrants recorded as liabilities | 0 |
Exercise Price (in Dollars per share) | $ / shares | $ 1.44 |
Expiration Date | October 2020 |
Warrant B | |
Class of Warrant or Right [Line Items] | |
Securities Into Which Warrants are Convertible | Common stock |
Warrants Outstanding | 450 |
Warrants recorded as liabilities | 0 |
Exercise Price (in Dollars per share) | $ / shares | $ 1.44 |
Expiration Date | October 2018 |
Warrant C | |
Class of Warrant or Right [Line Items] | |
Securities Into Which Warrants are Convertible | Common stock |
Warrants Outstanding | 4,600 |
Warrants recorded as liabilities | 0 |
Exercise Price (in Dollars per share) | $ / shares | $ 5 |
Expiration Date | August 2019 |
Warrant D | |
Class of Warrant or Right [Line Items] | |
Securities Into Which Warrants are Convertible | Common stock |
Warrants Outstanding | 120 |
Warrants recorded as liabilities | 0 |
Exercise Price (in Dollars per share) | $ / shares | $ 6.25 |
Expiration Date | August 2017 |
Warrant E | |
Class of Warrant or Right [Line Items] | |
Securities Into Which Warrants are Convertible | Common stock |
Warrants Outstanding | 613 |
Warrants recorded as liabilities | 111 |
Exercise Price (in Dollars per share) | $ / shares | $ 26 |
Expiration Date | August and September 2018 |
Warrants (Details) - Aggregate
Warrants (Details) - Aggregate fair value of such warrants - Warrant | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
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 | ||
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 | 1.16% | 1.18% |
Expected remaining term | 2 years 4 months 21 days | 3 years 3 months 15 days |
Expected volatility | 108.49% | 118.75% |
Maximum | ||
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% | 1.20% |
Expected remaining term | 2 years 5 months 19 days | 3 years 4 months 13 days |
Expected volatility | 108.51% | 118.93% |
Benefit Plan (Details)
Benefit Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ||
Maximum annual contribution per employee, percent | 50.00% | |
Matching contribution by the Company | $ 0 | $ 0 |
Fair Value of Financial Instr71
Fair Value of Financial Instruments (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value of Financial Instruments (Details) [Line Items] | ||
Contingent consideration, percentage of revenue | 20.00% | |
Maximum | ||
Fair Value of Financial Instruments (Details) [Line Items] | ||
Contingent consideration, percentage of revenue | 20.00% | |
Fair value inputs, estimated future annual revenue | $ 5 | $ 7.7 |
Discount rate | 14.00% | 14.00% |
Minimum | ||
Fair Value of Financial Instruments (Details) [Line Items] | ||
Fair value inputs, estimated future annual revenue | $ 3.1 | $ 3.4 |
Fair Value of Financial Instr72
Fair Value of Financial Instruments (Details) - Company's liabilities that are measured at fair value - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Recurring Financial Liabilities: | ||
Warrant derivative liabilities | $ 4 | $ 126 |
Contingent earn-out payments | 44 | 279 |
Total liabilities | 48 | 405 |
Level 1 | ||
Recurring Financial Liabilities: | ||
Warrant derivative liabilities | 0 | 0 |
Contingent earn-out payments | 0 | 0 |
Total liabilities | 0 | 0 |
Level 2 | ||
Recurring Financial Liabilities: | ||
Warrant derivative liabilities | 0 | 0 |
Contingent earn-out payments | 0 | 0 |
Total liabilities | 0 | 0 |
Level 3 | ||
Recurring Financial Liabilities: | ||
Warrant derivative liabilities | 4 | 126 |
Contingent earn-out payments | 44 | 279 |
Total liabilities | $ 48 | $ 405 |
Fair Value of Financial Instr73
Fair Value of Financial Instruments (Details) - Reconciliation of all liabilities measured at fair value - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at January 1 | $ 405 | $ 9,147 |
Issuances | 0 | 410 |
Gain on revaluation of warrant derivative liabilities, net | (122) | (2,200) |
Change in undiscounted contingent earn-out liability | (304) | (229) |
Change in contingent earn-out adjustment included in interest expense | 69 | 98 |
Settlements | 0 | (6,821) |
Balance at December 31 | 48 | 405 |
Total gains (losses) included in other income and expenses attributable to liabilities still held | 357 | 1,371 |
Contingent Earn-out Payments | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at January 1 | 279 | 0 |
Issuances | 0 | 410 |
Gain on revaluation of warrant derivative liabilities, net | 0 | 0 |
Change in undiscounted contingent earn-out liability | (304) | (229) |
Change in contingent earn-out adjustment included in interest expense | 69 | 98 |
Settlements | 0 | 0 |
Balance at December 31 | 44 | 279 |
Total gains (losses) included in other income and expenses attributable to liabilities still held | 235 | 131 |
Warrant | Warrant Derivatives | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at January 1 | 126 | 9,147 |
Issuances | 0 | 0 |
Gain on revaluation of warrant derivative liabilities, net | (122) | (2,200) |
Change in undiscounted contingent earn-out liability | 0 | 0 |
Change in contingent earn-out adjustment included in interest expense | 0 | 0 |
Settlements | 0 | (6,821) |
Balance at December 31 | 4 | 126 |
Total gains (losses) included in other income and expenses attributable to liabilities still held | $ 122 | $ 1,240 |
Segment Information, Geograph74
Segment Information, Geographic Data, and Significant Customers (Details) | 12 Months Ended | |
Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($) | |
Segment Information, Geographic Data, and Significant Customers (Details) [Line Items] | ||
Number of operating segments | segment | 1 | |
Revenue | $ 7,167,000 | $ 6,001,000 |
JAPAN | ||
Segment Information, Geographic Data, and Significant Customers (Details) [Line Items] | ||
Revenue | 505,000 | 665,000 |
CHINA | ||
Segment Information, Geographic Data, and Significant Customers (Details) [Line Items] | ||
Revenue | $ 910,000 | $ 457,000 |
Segment Information, Geograph75
Segment Information, Geographic Data, and Significant Customers (Details) - Revenue by geographic areas - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Information, Geographic Data, and Significant Customers (Details) - Revenue by geographic areas [Line Items] | ||
Revenue | $ 7,167 | $ 6,001 |
United States | ||
Segment Information, Geographic Data, and Significant Customers (Details) - Revenue by geographic areas [Line Items] | ||
Revenue | 4,835 | 3,559 |
Canada | ||
Segment Information, Geographic Data, and Significant Customers (Details) - Revenue by geographic areas [Line Items] | ||
Revenue | 157 | 234 |
Asia Pacific | ||
Segment Information, Geographic Data, and Significant Customers (Details) - Revenue by geographic areas [Line Items] | ||
Revenue | 1,562 | 1,287 |
Europe | ||
Segment Information, Geographic Data, and Significant Customers (Details) - Revenue by geographic areas [Line Items] | ||
Revenue | $ 613 | $ 921 |
Segment Information, Geograph76
Segment Information, Geographic Data, and Significant Customers (Details) - Customers accounting for more than 10% of either total revenues or accounts receivable - Customer Concentration Risk - Customer A - Revenue - customer | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue, Major Customer [Line Items] | ||
Number of customers with concentration over 10% | 1 | 1,000 |
Concentration risk, percentage | 14.00% | 4.00% |
Segment Information, Geograph77
Segment Information, Geographic Data, and Significant Customers (Details) - Long-lived assets by geographic areas - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Segment Information, Geographic Data, and Significant Customers (Details) - Long-lived assets by geographic areas [Line Items] | ||
Long-lived assets | $ 1,052 | $ 869 |
United States | ||
Segment Information, Geographic Data, and Significant Customers (Details) - Long-lived assets by geographic areas [Line Items] | ||
Long-lived assets | 922 | 856 |
Europe | ||
Segment Information, Geographic Data, and Significant Customers (Details) - Long-lived assets by geographic areas [Line Items] | ||
Long-lived assets | $ 130 | $ 13 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - Antidilutive Securities Excluded from Computation of Earnings Per Share - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common share equivalents excluded from denominator for diluted earnings per share computation | 9,931 | 3,139 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common share equivalents excluded from denominator for diluted earnings per share computation | 0 | 22 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common share equivalents excluded from denominator for diluted earnings per share computation | 1,629 | 1,031 |
Restricted Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common share equivalents excluded from denominator for diluted earnings per share computation | 392 | 79 |
Series 1 Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common share equivalents excluded from denominator for diluted earnings per share computation | 0 | 478 |
Series 2 Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common share equivalents excluded from denominator for diluted earnings per share computation | 1,359 | 0 |
Convertible Promissory Note | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common share equivalents excluded from denominator for diluted earnings per share computation | 6,551 | 1,529 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes (Details) [Line Items] | |||
Federal statutory income tax rate, percent | 34.00% | ||
Increase in valuation allowance | $ 5,800 | $ 5,100 | |
Unrecognized tax benefits | $ 1,116 | $ 945 | $ 810 |
Minimum | |||
Income Taxes (Details) [Line Items] | |||
Expiration year (operating loss carry-forwards) | 2,026 | ||
Expiration year (tax credit carry-forward) | 2,027 | ||
Open tax year | 2,006 | ||
Maximum | |||
Income Taxes (Details) [Line Items] | |||
Expiration year (operating loss carry-forwards) | 2,035 | ||
Expiration year (tax credit carry-forward) | 2,035 | ||
Research Tax Credit Carryforward | Internal Revenue Service (IRS) | |||
Income Taxes (Details) [Line Items] | |||
Tax credit carryforward, amount | $ 1,300 | ||
Research Tax Credit Carryforward | California Franchise Tax Board | |||
Income Taxes (Details) [Line Items] | |||
Tax credit carryforward, amount | 1,300 | ||
Domestic Tax Authority | |||
Income Taxes (Details) [Line Items] | |||
Operating loss carry-forwards | 97,900 | ||
State and Local Jurisdiction | |||
Income Taxes (Details) [Line Items] | |||
Operating loss carry-forwards | 76,000 | ||
Foreign Tax Authority | |||
Income Taxes (Details) [Line Items] | |||
Operating loss carry-forwards | $ 1,900 |
Income Taxes (Details) - Net lo
Income Taxes (Details) - Net loss before provision for income taxes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
U.S | $ (14,250) | $ (10,375) |
Foreign | (933) | (315) |
Net loss before provision for income taxes | $ (15,183) | $ (10,690) |
Income Taxes (Details) - The pr
Income Taxes (Details) - The provision for income taxes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 2 | 3 |
Foreign | 2 | 0 |
Total Current | 4 | 3 |
Deferred: | ||
Federal | 106 | 0 |
State | 22 | 0 |
Foreign | 0 | 0 |
Total Deferred | 128 | 0 |
Provision for income taxes | $ 132 | $ 3 |
Income Taxes (Details) - A reco
Income Taxes (Details) - A reconciliation of the provision for income taxes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes at federal statutory rate | $ (5,162) | $ (3,635) |
Federal research and development tax credits | (195) | (153) |
Derivative revaluations and settlements | (42) | (748) |
Effective Income Tax Reconciliation, Deferred Tax On Indefinite Lived Assets | 79 | 0 |
Expenses not deductible, income not taxable and other | 12 | (9) |
Foreign loss taxed at lower rates | 315 | 107 |
Change in federal valuation allowance | 5,125 | 4,441 |
Provision for income taxes | $ 132 | $ 3 |
Income Taxes (Details) - The co
Income Taxes (Details) - The components of the deferred tax assets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carry-forwards | $ 37,719 | $ 32,741 |
Capitalized research and development cost | 347 | 446 |
Goodwill and intangible assets | 281 | 133 |
Research and development tax credit | 2,149 | 1,820 |
Depreciation on property and equipment | 20 | 52 |
Stock-based compensation | 1,069 | 812 |
Reserves and accruals | 722 | 725 |
Total deferred tax assets | 42,307 | 36,729 |
Valuation allowance | (41,235) | (35,453) |
Deferred tax assets net of valuation allowance | 1,072 | 1,276 |
Deferred tax liabilities: | ||
Contingent earn-out | (128) | 0 |
Discount on debt issuance | (1,072) | (1,276) |
Total deferred tax liabilities | 1,200 | 1,276 |
Net deferred tax liability | $ (128) | $ 0 |
Income Taxes (Details) - Change
Income Taxes (Details) - Change in unrecognized tax benefits - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning Balance | $ 945 | $ 810 |
Additions based on tax positions related to the current year | 171 | 135 |
Ending Balance | $ 1,116 | $ 945 |
Quarterly Financial Data (Una85
Quarterly Financial Data (Unaudited) (Details) - Selected summarized quarterly financial information - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Revenue | $ 2,401 | $ 2,010 | $ 1,610 | $ 1,146 | $ 1,612 | $ 1,250 | $ 1,734 | $ 1,405 | $ 7,167 | $ 6,001 |
Gross profit | 1,119 | 1,162 | 934 | 732 | 779 | 876 | 975 | 799 | 3,947 | 3,429 |
Net gains (losses) on derivative revaluations | 318 | 68 | 104 | (64) | 466 | 589 | 1,158 | 216 | 122 | 2,200 |
Non-recurring gains, credits and (charges) related to restructuring | 0 | 0 | 0 | 0 | 0 | (129) | 0 | 0 | ||
Net loss | (3,212) | (3,476) | (3,821) | (4,806) | (3,263) | (2,781) | (2,103) | (2,546) | (15,315) | (10,693) |
Net loss attributable to common stockholders | $ (7,890) | $ (3,476) | $ (3,821) | $ (4,806) | $ (3,263) | $ (2,781) | $ (2,103) | $ (2,546) | $ (19,993) | $ (10,693) |
Net loss per share basic and diluted (in Dollars per share) | $ (0.57) | $ (0.61) | $ (0.67) | $ (0.85) | $ (0.58) | $ (1.02) | $ (2.28) | $ (2.79) | $ (2.58) | $ (4.17) |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | Mar. 01, 2016USD ($)ft² | Dec. 31, 2015USD ($) |
Subsequent Event [Line Items] | ||
Operating Leases, due in 2016 | $ 477 | |
Operating Leases, due in 2017 | 486 | |
Operating Leases, due in 2018 | 162 | |
Operating Leases, due in 2019 | 0 | |
Operating Leases, total minimum obligations | $ 1,125 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Number of square feet of facility | ft² | 28,866 | |
Term of lease | 3 years | |
Renewal term of lease | 2 years | |
Operating Leases, due in 2016 | $ 664 | |
Operating Leases, due in 2017 | 771 | |
Operating Leases, due in 2018 | 776 | |
Operating Leases, due in 2019 | 130 | |
Operating Leases, total minimum obligations | $ 2,341 |