Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 24, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | MYOS RENS TECHNOLOGY INC. | ||
Entity Central Index Key | 1,402,479 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 10.1 | ||
Entity Common Stock, Shares Outstanding | 5,052,873 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 879 | $ 1,567 |
Accounts receivable, net | 406 | 982 |
Inventories, net | 1,467 | 1,814 |
Prepaid expenses and other current assets | 523 | 745 |
Total current assets | 3,275 | 5,108 |
Fixed assets, net | 287 | 313 |
Intangible assets, net | 1,780 | 1,990 |
Total assets | 5,342 | 7,411 |
Current liabilities: | ||
Accounts payable | 328 | 79 |
Accrued expenses and other current liabilities | 717 | $ 495 |
Convertible note | 575 | |
Term note | 100 | |
Total current liabilities | 1,720 | $ 574 |
Contract liability | 117 | 101 |
Total liabilities | $ 1,837 | $ 675 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $.001 par value; 500,000 shares authorized; no shares issued and outstanding | ||
Common stock, $.001 par value; 8,000,000 shares authorized at December 31, 2015 and 2014; 3,552,873 and 3,103,300 shares issued and outstanding at December 31, 2015 and 2014, respectively | $ 4 | $ 3 |
Additional paid-in capital | 26,946 | 25,100 |
Accumulated deficit | (23,445) | (18,367) |
Total stockholders' equity | 3,505 | 6,736 |
Total liabilities and stockholders' equity | $ 5,342 | $ 7,411 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Balance Sheets [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 8,000,000 | 8,000,000 |
Common stock, shares issued | 3,552,873 | 3,103,300 |
Common stock, shares outstanding | 3,552,873 | 3,103,300 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Statements of Operations [Abstract] | ||
Net revenues | $ 159 | $ 3,343 |
Cost of sales (excludes amortization of acquired intangibles) | 780 | 1,420 |
Gross profit (loss) | (621) | 1,923 |
Operating expenses | ||
Research and development | 858 | 1,348 |
Selling, general and administrative | 3,373 | 5,621 |
Amortization of acquired intangibles | $ 210 | 154 |
Loss on asset impairment | 5 | |
Total operating expenses | $ 4,441 | 7,128 |
Operating loss | (5,062) | (5,205) |
Other income (expense): | ||
Interest income | 1 | 2 |
Interest expense | (15) | (4) |
Total other expense | (14) | (2) |
Loss before income taxes | (5,076) | (5,207) |
Income tax (provision) benefit | (2) | 748 |
Net loss and comprehensive loss | (5,078) | $ (4,459) |
Deemed dividend resulting from warrant modification | (225) | |
Net loss per share attributable to common shareholders: | $ (5,303) | $ (4,459) |
Net loss per share attributable to common shareholders: | ||
Basic and diluted | $ (1.64) | $ (1.56) |
Weighted average number of common shares outstanding: | ||
Basic and diluted | 3,240 | 2,853 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated deficit |
Beginning Balance at Dec. 31, 2013 | $ 3,340 | $ 2 | $ 17,246 | $ (13,908) |
Beginning Balance, shares at Dec. 31, 2013 | 2,227,447 | |||
Proceeds from issuance of common stock, net | $ 6,234 | $ 1 | $ 6,233 | |
Proceeds from issuance of common stock, net, shares | 825,211 | |||
Shares issued for private placement fee | ||||
Shares issued for private placement fee, shares | 47,351 | |||
Additional shares issued for odd lots in connection with reverse stock split | ||||
Additional shares issued for odd lots in connection with reverse stock split, shares | 91 | |||
Shares issued to directors | ||||
Shares issued to directors, shares | 7,000 | |||
Shares issued to employees | ||||
Shares issued to employees, shares | 200 | |||
Shares issued for services | ||||
Shares issued for services, shares | 6,000 | |||
Forfeiture of shares issued for services | $ (70) | $ (70) | ||
Forfeiture of shares issued for services, shares | (10,000) | |||
Stock-based compensation expense | 1,691 | $ 1,691 | ||
Net loss | (4,459) | $ (4,459) | ||
Ending Balance at Dec. 31, 2014 | $ 6,736 | $ 3 | $ 25,100 | $ (18,367) |
Ending Balance, shares at Dec. 31, 2014 | 3,103,300 | |||
Issuance of common stock under Make-Whole Provisions | $ 1 | (1) | ||
Issuance of common stock under Make-Whole Provisions, shares | 193,865 | |||
Exercise of Series D Warrants, net of issuance costs of $85 | $ 916 | 916 | ||
Exercise of Series D Warrants, net of issuance costs of $85, shares | 190,609 | |||
Shares issued to officers | 9 | 9 | ||
Shares issued to officers, shares | 15,000 | |||
Shares issued for services | $ 148 | 148 | ||
Shares issued for services, shares | 51,099 | |||
Forfeiture of shares issued for services | ||||
Forfeiture of shares issued for services, shares | (1,000) | |||
Stock-based compensation expense | $ 774 | $ 774 | ||
Net loss | (5,078) | $ (5,078) | ||
Ending Balance at Dec. 31, 2015 | $ 3,505 | $ 4 | $ 26,946 | $ (23,445) |
Ending Balance, shares at Dec. 31, 2015 | 3,552,873 |
Consolidated Statement of Chan6
Consolidated Statement of Changes in Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Exercise of Series D Warrants, net of issuance costs. | $ 85 |
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 | $ (5,078) | $ (4,459) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 53 | 49 |
Amortization | 210 | $ 155 |
Accretion of contract liability | 16 | |
Provision for inventory reserve | 697 | $ 328 |
Bad debt expense / (reversal of allowance) | (390) | 390 |
Stock-based compensation | $ 931 | 1,691 |
Impairment charge | 5 | |
Changes in operating assets and liabilities: | ||
(Increase) decrease in accounts receivable | $ 966 | (727) |
(Increase) in inventories | (350) | (1,999) |
(Increase) decrease in prepaid expenses and other current assets | 222 | (600) |
Increase in accounts payable and accrued expenses | 471 | 78 |
Net cash used in operating activities | (2,252) | (5,089) |
Cash Flows From Investing Activities: | ||
Purchases of fixed assets | $ (27) | (23) |
Acquisition of intangible assets | (6) | |
Net cash used in investing activities | $ (27) | (29) |
Cash Flows From Financing Activities: | ||
Proceeds from issuance of common stock, net | $ 6,234 | |
Note borrowings | $ 575 | |
Proceeds from exercise of warrants, net | 916 | |
Borrowings under revolving note, net | 400 | |
Repayments of term note | (300) | |
Net cash provided by financing activities | 1,591 | $ 6,234 |
Net increase (decrease) in cash | (688) | 1,116 |
Cash at beginning of year | 1,567 | 451 |
Cash at end of year | 879 | 1,567 |
Cash paid during the year for: | ||
Interest | 13 | 4 |
Income taxes, net of refunds | $ 4 | 2 |
Supplemental schedule of non-cash investing and financing activities: | ||
Shares issued for private placement fee | 355 | |
Warrants issued with common stock | 4,973 | |
Patent acquired in exchange for royalties obligation | 101 | |
Forfeiture of restricted stock for prepaid consulting services | $ (70) | |
Incremental fair value resulting from warrant modification | $ 225 | |
Conversion of revolving note to term note | 400 | |
Shares issued under Make-Whole Share provision | $ 430 |
Nature of Operations, Basis of
Nature of Operations, Basis of Presentation and Liquidity | 12 Months Ended |
Dec. 31, 2015 | |
Nature of Operations, Basis of Presentation and Liquidity [Abstract] | |
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND LIQUIDITY | NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND LIQUIDITY Nature of Operations MYOS RENS Technology Inc. is an emerging bionutrition and biotherapeutics company focused on the discovery, development and commercialization of products that improve muscle health and function. The Company was incorporated under the laws of the State of Nevada on April 11, 2007. On March 17, 2016, the Company merged with its wholly-owned subsidiary and changed its name from MYOS Corporation to MYOS RENS Technology Inc. As used in these financial statements, the terms “the Company”, “MYOS”, “our”, or “we”, refers to MYOS RENS Technology Inc. and its subsidiary, unless the context indicates otherwise. On February 25, 2011, the Company entered into an agreement to acquire the intellectual property for Fortetropin ® Our commercial focus is to leverage our clinical data to develop multiple products to target the large, but currently underserved, markets focused on muscle health. The sales channels through which we sell our products are evolving. The first product we introduced was MYO-T12, which was sold in the sports nutrition market. MYO T-12 is a proprietary formula containing Fortetropin and other ingredients. The formula was sold under the brand name MYO T-12 and later as MYO-X through an exclusive distribution agreement with Maximum Human Performance, or MHP. While the exclusive distribution agreement with MHP terminated in March 2015, MHP continues to distribute its remaining MYO-X inventories on popular retailer websites and in specialty retailers principally in the U.S. Sales to MHP for the year ended December 31, 2015 were $57. We expect minimal future sales to MHP, if any. In February 2014, we expanded our commercial operations into the age management market through a distribution agreement with Cenegenics Product and Lab Services, LLC (“Cenegenics”), under which Cenegenics distributes and promotes a proprietary formulation containing Fortetropin through its age management centers and its community of physicians focused on treating a growing population of patients focused on proactively addressing age-related health and wellness concerns. On November 28, 2014, we entered into a settlement agreement with Cenegenics wherein we agreed to accept $1,900 by April 2016, (i.e., $300 in the fourth quarter of 2014 and $100 per month from January 2015 through April 2016) in full satisfaction of Cenegenics’s outstanding obligations with respect to units of product produced by the Company, including units that had not yet been shipped to Cenegenics at the time of the settlement agreement. In exchange, we agreed to withdraw our October 10, 2014 request for arbitration before the International Chamber of Commerce. During the second quarter of 2015, Cenegenics accepted delivery of the remaining units that we were storing on its behalf. Given the settlement agreement’s extended payment schedule, the Company deferred the revenue and related cost associated with the shipment and will record the revenue and cost of sales when the related payments are received, which is expected to be in early 2016. The distribution agreement with Cenegenics expires in December 2016. We are unable to predict the amount of future orders from Cenegenics under the distribution agreement, if any. During the second quarter of 2015 we launched Rē Muscle Health TM We continue to pursue additional distribution and branded sales opportunities. We expect to continue developing our own core branded products in markets such as functional foods, sports and fitness nutrition and rehab and restorative health and to pursue international sales opportunities. There can be no assurance that we will be able to secure distribution arrangements on terms acceptable to the Company, or that we will be able to generate significant sales of our current and future branded products. Strategic Investment Transaction On December 17, 2015, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with RENS Technology Inc. (the “Purchaser”), pursuant to which the Purchaser agreed to invest $20.25 million in the Company (the “Financing”) in exchange for (i) an aggregate of 3,537,037 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), and (ii) warrants to purchase an aggregate of 884,259 shares of Common Stock (the “Warrants”, and together with the Shares, the “Securities”). The Purchaser will purchase the Securities in three tranches over twenty-four months. In the first tranche, which closed on March 3, 2016, the Purchaser acquired 1,500,000 Shares and 375,000 Warrants (the “Initial Warrant”) for $5.25 million. In the second tranche, which will close within six months of the closing of the first tranche, the Purchaser will acquire 925,926 Shares and 231,481 Warrants (the “Second Warrant”) for $5.0 million. In the third tranche, which will close within eighteen months of the closing of the second tranche, the Purchaser will acquire 1,111,111 Shares and 277,778 Warrants (the “Third Warrant”) for $10.0 million. Each of the Warrants will be immediately exercisable upon issuance, will expire five years after issuance and will have the following exercise prices: (a) $7.00 per share for the Initial Warrant, (b) $10.80 per share for the Second Warrant and (c) $18.00 per share for the Third Warrant. In addition, the Company agreed: (i) that the Purchaser will have the right to appoint four persons to the Company’s board of directors, subject to adjustment based on the Purchaser’s ownership percentage of the Company; (ii) to provide the Purchaser with a right to participate in 50% (or 100% if shares are to be issued for less than $3.50 per share) of any future financings pursued by the Company within 12 months from the closing of the third tranche of the Financing; and, (iii) until the closing of the third tranche, the Company will not take certain actions, including issuing shares (except for certain permitted issuances) or appointing new officers and directors, without the Purchaser’s consent. The first tranche of the Financing was completed on March 3, 2016. The Company intends to use the net proceeds from the first tranche of the Financing to fund its working capital, product development and marketing, research and development and other general corporate purposes. Concurrent with the execution of the Purchase Agreement, the Company entered into an exclusive distribution agreement (the “Distribution Agreement”) with RENS Agriculture, the parent company of the Purchaser. Pursuant to the terms of the Distribution Agreement, the Company will supply product for RENS Agriculture’s exclusive distribution in China (including mainland China, Hong Kong, Macau and Taiwan) and all countries in Southeast Asia in exchange for payment terms to be mutually agreed upon the conclusion of a market study and trial sale. In addition, the Purchaser agreed that, subsequent to the closing of the first tranche of the Financing, it will assist the Company in: utilizing its food technologies in the Company’s existing and future products, finding suitable manufacturing partners in China, locating suitable acquisition targets in China and setting up a subsidiary in China. In addition, on December 17, 2015, the Company issued a convertible note in the amount of $575 to Gan Ren, a related party of RENS Agriculture. The convertible note provided short-term funding to the Company prior to the closing of the first tranche of the Financing. For additional information on the convertible note with Gan Ren refer to “NOTE 6 – Debt – Convertible Note.” Liquidity As of December 31, 2015, the Company had cash of $879 to meet current obligations and working capital of $1,555 (current assets of $3,275, less current liabilities of $1,720). We have incurred net losses since our inception. For the years ended December 31, 2015 and 2014 our net loss was $5,078 and $4,459, respectively. In addition, net cash used in operating activities for the years ended December 31, 2015 and 2014 was $2,252 and $5,089, respectively. At December 31, 2015 and 2014 our accumulated deficit was $23,445 and $18,367, respectively. At December 31, 2015, we had outstanding borrowings of $100 under our Term Note and $575 of outstanding borrowings under a convertible note (See NOTE 6). We may seek to raise additional capital through the issuance of debt or equity securities. Should the Company seek additional debt and/or equity financing, it cannot assure that such financing will be available on acceptable terms, if at all. Based on management’s forecast, as of the filing date of this Form 10-K, we believe that we will have sufficient capital resources from operations and existing financing arrangements, including the Financing discussed above, in order to meet operating expenses and working capital requirements for the next twelve months. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The consolidated financial information presented herein reflects all normal adjustments that are, in the opinion of management, necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. The Company is responsible for the consolidated financial statements included in this report. Principles of Consolidation The accompanying consolidated financial statements include the accounts of MYOS RENS Technology Inc. and its wholly-owned subsidiary, Atlas Acquisition Corp. All material intercompany balances and transactions have been eliminated. Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, equity and the disclosures of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future non-conforming events. Accordingly, the actual results could differ significantly from estimates. Significant items subject to such estimates include but are not limited to the valuation of stock-based awards, measurement of allowances for doubtful accounts and inventory reserves, the selection of asset useful lives, fair value estimations used to test long-lived assets, including intangibles, impairments and provisions necessary for assets and liabilities. The Company has recorded minimal sales to its distributors during the past six consecutive quarters, and has only recently launched its Rē Muscle Health portfolio of branded products. Management’s estimates, including evaluation of impairment of long-lived assets and inventory reserves are based in part on forecasted future results. A variety of factors could cause actual results to differ from forecasted results and these differences could have a significant effect on asset carrying amounts. Cash & Cash Equivalents As of December 31, 2015 and 2014, the Company had cash of $879 and $1,567, respectively. The Company considers all highly liquid investments purchased with a maturity of three months or less and money market accounts to be cash equivalents. At December 31, 2015 and 2014, the Company had no cash equivalents. The Company maintains its bank accounts with high credit quality financial institutions and has never experienced any losses related to these bank accounts. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its financial institutions. The balance at times may exceed federally insured limits. Concentrations of Risk, Significant Customers and Significant Supplier Management regularly reviews accounts receivable, and if necessary, establishes an allowance for doubtful accounts that reflects management’s best estimate of amounts that may not be collectible based on historical collection experience and specific customer information. Bad debt expense recognized as a result of an allowance for doubtful accounts is classified under selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. Bad debt expense was $390 for the year ended December 31, 2014 relating to the Cenegenics’ receivable. Based primarily on collections, during the year ended December 31, 2015, management determined that the Cenegenics’ allowance for doubtful accounts should be reduced to $0. Accordingly, a reduction in bad debt expense of $390 was recorded for the year ended December 31, 2015. At December 31, 2015 and 2014, the Company had the following concentrations of net accounts receivable with customers: December 31, December 31, 2015 2014 Cenegenics $ 400 $ 1,372 Other 6 - Subtotal 406 1,372 Allowance for doubtful accounts - (390 ) Accounts receivable, net $ 406 $ 982 For the year ended December 31, 2015 and 2014, the Company had the following concentrations of revenues with customers: December 31, December 31, 2015 2014 MHP 36 % 36 % Cenegenics 0 % 63 % The Company currently relies on one third-party manufacturer to produce Fortetropin (see Note 12 – Commitments and Contingencies - Supply Agreement). This manufacturer purchases all the needed raw materials from suppliers and coordinates any additional production steps with third-parties. We have multiple vendors for blending, packaging and labeling. The Company is pursuing other supply alternatives. Inventories, net Inventories are valued at the lower of cost or market, with cost determined on a first in, first-out basis. Fixed Assets Fixed assets are stated at cost and depreciated to their estimated residual value over their estimated useful lives of 3 to 7 years. Leasehold improvements are amortized over the lesser of the asset's useful life or the contractual remaining lease term including expected renewals. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are reversed from the accounts and the resulting gains or losses are included in the Consolidated Statements of Operations and Comprehensive Loss. Depreciation is provided using the straight-line method for all fixed assets. We review our fixed assets for impairment when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. We use an estimate of future undiscounted net cash flows of the related assets or groups of assets over their remaining lives in measuring whether the assets are recoverable. If the assets are determined to be unrecoverable, an impairment loss is calculated by determining the difference between the carrying values and the estimated fair value. Included in the year ended December 31, 2014, was an impairment charge of $5 to reduce the unrecoverable net carrying value of a capitalized fixed asset to zero. We did not consider any of our fixed assets to be impaired during the year ended December 31, 2015. Intangible Assets The Company’s intangible assets consist primarily of intellectual property pertaining to Fortetropin, including its formula, trademarks, trade secrets, patent application and domain names, which were determined to have a fair value of $2,000 as of December 31, 2011. Based on expansion into new markets and introduction of new formulas, management determined that the intellectual property had a finite useful life of ten (10) years and began amortizing the asset over its estimated useful life beginning April 2014. Based on six consecutive quarters of minimal revenues combined with changes in the sales channels through which the Company sells its products and an inability to predict future orders, if any, from MHP or Cenegenics or to what extent we will be able to secure new distribution arrangements, we tested the intellectual property for impairment in the fourth quarter of 2015 and determined that the asset value was recoverable and therefore no impairment was recognized. This determination was in part based on execution of the Purchase Agreement on December 17, 2015, pursuant to which RENS Technology Inc. agreed to invest $20.25 million in three tranches over twenty-four months in the Company. There were no impairment losses recorded during the years ended December 31, 2015 and 2014. In July 2014, the Company acquired the United States patent application for the manufacture of Fortetropin from Intangible assets also includes patent costs associated with applying for a patent and being issued a patent. Costs to defend a patent and costs to invalidate a competitor’s patent or patent application are expensed as incurred. Upon issuance of the patent, capitalized patent costs are reclassified from intangibles with indefinite lives to intangibles with finite lives and amortized on a straight-line basis over the shorter of the estimated economic life or the initial term of the patent, generally 20 years. Intangible assets at December 31, 2015 and December 31, 2014 consisted of the following: December 31, December 31, (In thousand $) 2015 2014 Intangibles with finite lives: Intellectual property $ 2,101 $ 2,101 Less: accumulated amortization (365 ) (155 ) Total intangibles with finite lives: 1,736 1,946 Intangibles with indefinite lives: Patent costs 44 44 Total intangibles with indefinite lives: 44 44 Total intangible assets, net $ 1,780 $ 1,990 Assuming no additions, disposals or adjustments are made to the carrying values and/or useful lives of the intangible assets, annual amortization expense for intangible assets is estimated to be $210 in each of the next five years. Impairment testing of intangible assets subject to amortization involves comparing the carrying amount of the asset to the forecasted undiscounted future cash flows whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. In the event the carrying value of the asset exceeds the undiscounted future cash flows, the carrying value is considered not recoverable and an impairment exists. An impairment loss is measured as the excess of the asset’s carrying value over its fair value, calculated using a discounted future cash flow method. The computed impairment loss is recognized in the period that the impairment occurs. Assets which are not impaired may require an adjustment to the remaining useful lives for which to amortize the asset. Impairment testing requires the development of significant estimates and assumptions involving the determination of estimated net cash flows, selection of the appropriate discount rate to measure the risk inherent in future cash flow streams, assessment of an asset’s life cycle, competitive trends impacting the asset as well as other factors. Changes in these underlying assumptions could significantly impact the asset’s estimated fair value. Revenue Recognition The Company records revenue from product sales when persuasive evidence of an arrangement exists, product has been shipped or delivered, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Product sales represent revenue from the sale of products and related shipping amounts billed to customers, net of promotional discounts, rebates, and return allowances. Depending on individual customer agreements, sales are recognized either upon shipment of product to customers or upon delivery. With respect to direct-to-consumer sales, both title and risk of loss transfer to customers upon our delivery to the customer. The Company’s gross product sales may be subject to sales allowances and deductions in arriving at reported net product sales. For example, we may periodically offer discounts and sales incentives to customers to encourage purchases. Sales incentives are treated as a reduction to the purchase price of the related transaction. Reductions from gross sales for customer discounts and rebates have been minimal, and sales allowances for product returns have not been provided, since under our existing arrangements, customers are not permitted to return product except for non-conforming product. Advertising The Company charges the costs of advertising to selling, general and administrative expenses as incurred. Advertising and promotional costs were $247 and $732 for the years ended December 31, 2015 and 2014, respectively. For the year ended December 31, 2015, advertising and promotional costs consisted primarily of marketing costs for our Rē Muscle Health products, and for the year ended December 31, 2014, advertising and promotional costs consisted primarily of co-operative advertising fees payable to MHP. Pursuant to the distribution agreement with MHP, which terminated in March 2015, the Company paid MHP for co-operative advertising. Research and Development Research and development expenses consist primarily of salaries, benefits, and other related costs, including stock-based compensation, for personnel serving in our research and development functions, and other internal operating expenses, the cost of manufacturing our product for clinical study, the cost of conducting clinical studies and the cost of conducting preclinical and research activities. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are initially capitalized and are then recognized as an expense as the related goods are consumed or the services are performed. Shipping and Handling Costs The Company records costs for shipping and handling of products to our customers in cost of sales. These expenses were $10 and $10 for the years ended December 31, 2015 and 2014, respectively. Stock-based Compensation Generally, stock-based payments are measured at their estimated fair value on the date of grant. Stock-based awards to non-employees are re-measured at fair value each financial reporting date until performance is completed. Stock-based compensation expense recognized during a period is based on the estimated number of awards that are ultimately expected to vest. For stock options and restricted stock that do not vest immediately but which contain only a service vesting feature, we recognize compensation cost on the unvested shares and options on a straight-line basis over the remaining vesting period. The Company uses the Black-Scholes option-pricing model to estimate the fair value of options and the market price of our common stock on the date of grant for the fair value of restricted stock issued. Our determination of fair value of stock-based awards is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards, and certain other market variables such as the risk-free interest rate. Comprehensive Loss Comprehensive income (loss) includes all changes in equity during a period except those that resulted from investments by, or distributions to, the Company’s stockholders. Other comprehensive income (loss) refers to revenues, expenses, gains and losses that are included in comprehensive income (loss), but excluded from net loss as these amounts are recorded directly as an adjustment to stockholders’ equity. The Company had no other comprehensive income (loss) items for the years ended December 31, 2015 and 2014. Accordingly, the Company's comprehensive loss and net loss are the same for all periods presented. Segment Information Accounting Standards Codification (“ASC”) 280, Disclosures about Segments of an Enterprise and Related Information Fair Value Measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby observable and unobservable inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchy levels of inputs to measure fair value: Level 1 Level 2 Level 3: A financial asset or liability’s classification within the above hierarchy is determined based on the lowest level input that is significant to the fair value measurement. At December 31, 2015 and 2014, the Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable and accrued expenses and short-term debt. Due to their short-term nature, the carrying amounts of the Company’s financial instruments approximated their fair values. Basic and Diluted Loss Per Share Basic net loss per share is computed by dividing net loss available to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potential dilutive securities outstanding had been issued. The Company uses the “treasury stock” method to determine the dilutive effect of common stock equivalents such as options, warrants and restricted stock. For the years ended December 31, 2015 and 2014, the Company incurred a net loss. Accordingly, the Company’s common stock equivalents were anti-dilutive and excluded from the diluted net loss per share computation. The aggregate number of potentially dilutive common stock equivalents outstanding at December 31, 2015 excluded from the diluted net loss per share computation because their inclusion would be anti-dilutive were 1,390,606, which includes warrants to purchase an aggregate 761,878 shares of common stock, options to purchase an aggregate of 400,545 shares of common stock, 209,733 shares issuable upon the conversion of a convertible promissory note (See NOTE 6 – Debt – Convertible Note) and unvested restricted stock awards of 18,450 shares of common stock. The aggregate number of potentially dilutive common stock equivalents outstanding at December 31, 2014 excluded from the diluted net loss per share computation because their inclusion would be anti-dilutive were 1,541,330, which includes up to 193,865 Make-Whole Shares (See NOTE 9 – Warrants), warrants to purchase an aggregate 958,185 shares of common stock, options to purchase an aggregate of 367,080 shares of common stock and unvested restricted stock awards of 22,200 shares of common stock. Income Taxes Income taxes are accounted for under the asset and liability method in accordance with ASC 740, Accounting for Income Taxes The Company follows ASC 740 rules governing uncertain tax positions, which provides guidance for recognition and measurement. This prescribes a threshold condition that a tax position must meet for any of the benefits of the uncertain tax position to be recognized in the financial statements. It also provides accounting guidance on recognition, classification and disclosure of these uncertain tax positions. The Company has no uncertain income tax positions. Interest costs and penalties related to income taxes are classified as interest expense and operating expenses, respectively, in the Company's financial statements. For the years ended December 31, 2015 and 2014, the Company did not recognize any interest or penalty expense related to income taxes. The Company files income tax returns in the U.S. federal jurisdiction and states in which it does business. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2015 | |
Recent Accounting Pronouncements [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires lessees to recognize on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will continue to primarily depend on its classification as a finance or operating lease. However, unlike current U.S. GAAP, which requires only capital leases to be recognized on the balance sheet, ASU 2016-02 will require both types of leases to be recognized on the balance sheet. ASU 2016-02 also requires disclosures about the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. ASU 2016-02 is effective for us beginning January 1, 2019, with early application permitted. We are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (“ASU 2015-11”), which changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. ASU 2015-11 defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The new guidance must be applied on a prospective basis by us beginning January 1, 2017, with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”), which requires all debt issuance costs be presented in the balance sheet as a direct deduction from the carrying value of the associated debt. Prior to the issuance of this standard, debt issuance costs, which are specific incremental costs, other than those paid to the lender, that are directly attributable to issuing a debt instrument (i.e., third party costs), were required to be presented in the balance sheet as a deferred charge (i.e., an asset). Under ASU 2015-03, the presentation of debt issuance costs is consistent with the presentation for a debt discount, (i.e., a direct adjustment to the carrying value of the debt). ASU 2015-03 does not affect the recognition and measurement of debt issuance costs. Accordingly, the amortization of such costs should continue to be calculated using the interest method and be reported as interest expense. ASU 2015-03 is effective for us beginning January 1, 2016. Upon adoption, ASU 2015-03 is not expected to have an impact on our consolidated financial statements and related disclosures. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). The amendments in this update define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and provides related footnote disclosure requirements. Under U.S. GAAP, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting establishes the fundamental basis for measuring and classifying assets and liabilities. This update provides guidance on when there is substantial doubt about an organization’s ability to continue as a going concern and how the underlying conditions and events should be disclosed in the footnotes. It is intended to reduce diversity that existed in footnote disclosures because of the lack of guidance about when substantial doubt existed. The amendments in this update are effective for us beginning January 1, 2017. Early application is permitted. We are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 supersedes nearly all existing revenue recognition guidance under U.S. GAAP and requires revenue to be recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. This accounting guidance is effective for us beginning January 1, 2018 using one of two prescribed transition methods. We are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. |
Inventories, Net
Inventories, Net | 12 Months Ended |
Dec. 31, 2015 | |
Inventories, Net [Abstract] | |
INVENTORIES, NET | NOTE 4 – INVENTORIES, NET Inventories, net at December 31, 2015 and 2014 consisted of the following: (In thousand $) December 31, December 31, Raw materials $ 1,997 $ 1,638 Work in process 1 2 Finished goods 167 443 2,165 2,083 Less: inventory reserves (698 ) (269 ) Inventories, net $ 1,467 $ 1,814 |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2015 | |
Fixed Assets [Abstract] | |
FIXED ASSETS | NOTE 5 – FIXED ASSETS Fixed assets at December 31, 2015 and 2014 consisted of the following: (In thousand $) December 31, December 31, Furniture, fixtures and equipment $ 116 $ 116 Computers and software 66 39 Leasehold improvements 239 239 Other 7 7 Total fixed assets 428 401 Less: accumulated depreciation and amortization (141 ) (88 ) Net book value of fixed assets $ 287 $ 313 During the year ended December 31, 2015, $18 was reclassified from furniture, fixtures and equipment to computers and software. Amounts shown for furniture, fixtures and equipment and computers and software at December 31, 2014 have been revised to conform to the December 31, 2015 presentation. This reclassification had no effect on total fixed assets. Depreciation and amortization expense was $53 and $49 for the years ended December 31, 2015 and 2014, respectively. Repairs and maintenance costs are expensed as incurred. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt [Abstract] | |
DEBT | NOTE 6 – DEBT Convertible Note On December 17, 2015, concurrent with the execution of the Purchase Agreement with RENS Technology Inc., the Company issued an unsecured promissory note in the principal amount of $575 (the “Note”) to Gan Ren, a related party of RENS Agriculture. The Note bears interest at a rate of 8% per annum and matures (the “Maturity Date”) on December 17, 2016. On the Maturity Date, the Note and any accrued interest thereon will automatically convert into shares of Common Stock at $2.75 per share (the “Conversion Price”), unless earlier converted. At any time prior to the Maturity Date, the holder of the Note may convert in whole or in part the Note and any accrued interest into shares of Common Stock at the Conversion Price. Subject to conversion terms, the Note may be prepaid in whole or in part at any time by the Company prior to the Maturity Date, without penalty. In the event of a prepayment, the holder will have the right to convert the unpaid principal and accrued interest owing under the Note, in whole or in part, into shares of common stock of the Company at the Conversion Price. The Note includes standard events of default including non-payment of the principal or accrued interest due on the Note. Upon an event of default, all obligations under the Note will become due and payable. Term Note On September 10, 2015, the Company converted its outstanding revolving note with City National Bank, which had a termination date of August 31, 2015, into a term note (the “Term Note”). The Term Note provided that the then outstanding balance of $400 shall be payable along with interest thereon on the last day of each month in four (4) consecutive installments of $100, with the final installment due and payable in full on December 31, 2015. The Term Note was collateralized by all inventory, chattel paper, accounts, equipment, general intangibles, securities and instruments and contained customary events of default, including failure to make payment and bankruptcy. As of December 31, 2015, the interest rate on the Term Note was 4.50%. At December 31, 2015, the balance under the Term Note was $100, which was subsequently paid in full on January 7, 2016. |
Prepaid Expenses, Other Current
Prepaid Expenses, Other Current Assets and Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Prepaid Expenses, Other Current Assets and Accrued Expenses [Abstract] | |
PREPAID EXPENSES, OTHER CURRENT ASSETS AND ACCRUED EXPENSES | NOTE 7 - PREPAID EXPENSES, OTHER CURRENT ASSETS AND ACCRUED EXPENSES Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of various payments that the Company has made in advance for goods or services to be received in the future. Prepaid expenses and other current assets at December 31, 2015 and 2014 consisted of the following: (In thousand $) December 31, December 31, Prepaid insurance $ 32 $ 46 Prepaid inventory purchases 250 664 Deferred charges (1) 217 - Other 24 35 Total prepaid expenses and other current assets $ 523 $ 745 (1) Deferred charges includes $153 related to the cost of inventory shipped to Cenegenics in May 2015 where revenue was deferred until payment of the commensurate sale is received and deferred financing costs of $65 related to the Financing. The Financing cost were reclassified to additional paid-in capital during the first quarter of 2016, upon consummation of the first tranche of the Financing. Accrued Expenses Accrued expenses consist of estimated future payments that relate to the current and prior accounting periods. Management reviews these estimates regularly to determine their reasonableness. Accrued expenses at December 31, 2015 and 2014 consisted of the following: (In thousand $) December 31, December 31, Advertising and promotional expense payable $ 171 $ 171 Audit fees payable 64 25 Deferred rent 47 30 Deferred revenue (1) 228 - Research & development 30 49 Accrued salaries & bonuses 151 92 Consulting fees payable 2 96 Other accrued expenses 24 32 Total accrued expenses $ 717 $ 495 (1) Deferred revenue represents revenue to be recognized in connection with inventory shipped to Cenegenics in May 2015. The shipment was made under a settlement agreement with Cenegenics that included extended payment terms. Accordingly the Company has deferred the revenue until cash is collected from the customer. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8 - STOCKHOLDERS’ EQUITY Reverse Stock Split On February 5, 2014, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to effect a reverse stock split of its outstanding and authorized shares of common stock and preferred stock at a ratio of 1 for 50. As a result of the reverse stock split, the number of the Company’s authorized shares of common stock decreased from 300,000,000 to 6,000,000 shares and the number of its authorized shares of preferred stock decreased from 25,000,000 to 500,000 shares. All amounts presented in these financial statements have been retro-actively adjusted for the reverse stock split. Increase in Number of Authorized Shares On December 22, 2014, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to increase the number of authorized shares of common stock. As a result of the amendment, the number of the Company’s authorized shares of common stock increased from 6,000,000 to 8,000,000. On March 8, 2016, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to increase the number of authorized shares of common stock. As a result of the amendment, the number of the Company’s authorized shares of common stock increased from 8,000,000 to 12,000,000. Issuance of Common Stock The Company has periodically issued common stock in connection with certain private and public offerings. For the years ended December 31, 2015 and 2014, the Company has received aggregate gross proceeds of $7,552 from these offerings as follows: (In thousand $) Gross Date Shares Proceeds January 27, 2014 631,346 4,735 November 19, 2014 193,865 1,816 May 18, 2015 190,609 (1) 1,001 November 30, 2015 193,865 (2) - 1,209,685 $ 7,552 (1) Shares issued pursuant to Warrant Exercise Agreements with certain holders of the Series D warrants. For additional information refer to "Note 9 - Warrants." (2) Shares issued pursuant to Make-Whole Shares provision of the November 2014 registered offering. Private Placement Proceeds In January 2014, the Company issued an aggregate of 631,346 shares of common stock and granted two series of warrants (Series A and Series B) to purchase 315,676 and 157,846 shares of common stock, respectively, to certain accredited investors in a private placement and received aggregate gross proceeds of $4,735, or $4,663 net of offering costs. The Series A warrants have a three year term and are exercisable at $15.00 per share. The Series B warrants have a five year term and are exercisable at $45.00 per share. For additional information on the Series A warrants and Series B warrants refer to “Note 9 – Warrants.” The securities were subject to registration rights and have been registered. Brean Capital, LLC (“Brean”) served as placement agent in the private placement and was issued 47,351 shares of common stock with a fair value of $355 based on the market price of our common stock on the date of grant as its fee, or 7.5% of the shares of common stock issued in the private placement. Public Offering In November 2014, the Company issued an aggregate of 193,865 units consisting of: (i) one share of our common stock; (ii) one Series C common stock warrant to purchase 0.75 shares of our common stock; (iii) one Series D common stock warrant to purchase one share of our common stock; and, (iv) one Series E common stock warrant to purchase 0.75 shares of our common stock, at a public offering price of $9.37 per unit to institutional and accredited investors in a registered-direct public offering. In addition, the Company is required to issue to the purchasers up to 193,865 additional shares of common stock in the event that the closing price of our common stock is below $14.06 (subject to adjustment) on the twelve month anniversary of the date of issuance, provided that the purchasers continue to hold at least a portion of the shares of common stock issued in the offering on such date (the “Make-Whole Shares”). The Company assessed the warrants and Make-Whole Share provisions and concluded that the warrants and Make-Whole Shares qualified for equity treatment. The Company received aggregate gross proceeds of $1,816, or $1,571 net of offering costs. Each Series C warrant has an exercise price of $12.00 per share, is exercisable subsequent to the six-month anniversary of the date of issuance and separately transferable from the shares and expires on the sixty-sixth month anniversary of the date of issuance. Each Series D warrant has an exercise price of $9.37 per share, is immediately exercisable and separately transferable from the shares, may be redeemed by us in the event that the closing price of our stock is $12.00 or above for 20 consecutive trading days (subject to certain minimum trading volume requirements), and expires on the six month anniversary of the date of issuance. Each Series E warrant is exercisable only if the Series D warrants are exercised, has an exercise price of $15.00 per share, is exercisable subsequent to the six month anniversary of the date of issuance and separately transferable from the shares and expire on the 90-month anniversary of the date of issuance. Chardan Capital Markets, LLC served as placement agent in the offering. The Company agreed to pay a placement fee equal to 7.0% of the aggregate gross proceeds of the offering and from the cash exercise of the Series D common stock warrants in the event such warrants are exercised and 3.5% of the aggregate gross proceeds from investors who were previously introduced to the Company by Brean. Pursuant to the Company’s prior engagement letter with Brean, Brean received a fee equal to 7.0% of the aggregate purchase price paid by Purchasers in the offering that Brean previously introduced to the Company through the January 2014 private placement. For additional information on the Make-Whole Shares and the Series C, Series D and Series E warrants refer to “Note 9 – Warrants.” |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Warrants [Abstract] | |
WARRANTS | NOTE 9 – WARRANTS On January 27, 2014, in connection with a private placement (refer to “Note 8 - Stockholders’ Equity – Private Placement Proceeds”), the Company granted warrants to purchase an aggregate of 473,522 shares of common stock as follows: (i) Series A warrants to purchase 315,676 shares of common stock at an exercise price of $15.00 per share (the “Series A Warrant”) and (ii) Series B warrants to purchase 157,846 shares of common stock at an exercise price of $45.00 per share (the “Series B Warrant”). The warrants were determined to have an estimated aggregate fair value of $2,486. The Series A Warrants entitle the holders to purchase shares of common stock for a period of three years from the grant date and the Series B Warrants entitle the holders to purchase common stock for a period of five years from the grant date. The warrants can also be exercised on a cashless basis. On November 19, 2014 in connection with a registered direct public offering, the Company granted warrants to purchase an aggregate of 484,663 shares of common stock as follows: (i) Series C warrants entitle the holders to purchase an aggregate of 145,399 shares of common stock at an exercise price of $12.00 per share for a period of 66-months from the grant date (the “Series C Warrant”), (ii) Series D warrants entitle the holders to purchase an aggregate of 193,865 shares of common stock at an exercise price of $9.37 per share for a period of 6-months from the grant date (the “Series D Warrant”), and (iii) Series E warrants entitle the holders to purchase an aggregate of 145,399 shares of common stock at an exercise price of $15.00 per share for a period of 90-months from the grant date (the “Series E Warrant). Each Series E Warrant will be exercisable only if the Series D Warrants are exercised. The Series C Warrants, Series D Warrants and Series E Warrants were determined to have an estimated aggregate fair value of $969, $470, and $1,048 at issuance, respectively. In addition, the Company was required to issue to the purchasers up to 193,865 additional shares of common stock (the “Make-Whole Shares”) in the event that the closing price of our common stock was below $14.06 (subject to adjustment) on the twelve month anniversary of the date of issuance, provided that the purchasers continue to hold at least a portion of the shares of common stock issued in the offering on such date. The Make-Wholes Shares were determined to have an estimated fair value of $1,049 at issuance using a Monte-Carlo Simulation Model to estimate the fair value. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the remaining contractual term of the instrument granted. The following table summarizes the principal assumptions used in applying the model to estimate the fair value of the Make-Whole Shares at the issuance date: Volatility 95 % Risk-Free Interest Rate 1.47 % Expected Term in Years 1.00 years Dividend Rate 0.00 % Fair Value of Common Stock Share $ 9.37 At the anniversary date, the market price of our common stock was $2.22. Accordingly, the Company issued 193,865 additional shares of our common stock under the Make-Whole Shares provision. On May 18, 2015, the Company entered into Warrant Exercise Agreements with certain holders of outstanding Series D warrants to purchase an aggregate of 190,609 shares of common stock in the Company (the “Agreements”). Pursuant to the terms of the Agreements, the exercise price of the Series D Warrants exercised was reduced, immediately prior to their exercise, from $9.37 per share to $5.25 per share in exchange for the immediate cash exercise of such warrants. In addition, the Company agreed to (a) reduce the exercise price of its outstanding Series C Warrants from $12.00 per share to $9.00 per share and (b) reduce the exercise price of its outstanding Series E Warrants, which are exercisable only if the Series D Warrants are exercised, from $15.00 per share to $9.00 per share. The Company received aggregate gross proceeds of $1,001, or $916 net of cash fees of $85, from the cash exercise of the Series D Warrants. The Company accepted any and all Series D Warrants properly exercised at $5.25 per share, in accordance with the terms of the Series D Warrants, by May 21, 2015. Except for the changes set forth above, the terms of the Company’s outstanding warrants remain unchanged. The incremental fair value (i.e., the change in the fair value of the warrants before and after reducing the exercise price) determined using a Black-Scholes option pricing model was $38, $136 and $51 for the Series C Warrants, Series D Warrants and Series E Warrants, respectively. The amount of $225 in aggregate, was recorded in additional paid-in capital, since the modified warrants were initially classified within equity and remained classified within equity after the warrant modification. The Company also reflected the amount as an allocation against net loss attributable to common shareholders in the computation of earnings per share, even though there is no impact to net loss, based on the guidance in ASC No. 260-10, Earnings per Share (Subtopic S99-3). The following table summarizes the assumptions used to calculate the incremental fair value of the warrants: Expected volatility 96%-227 % Risk-free interest rate 0.02%-1.87 % Expected term in years 0.0-7.0 Expected dividend yield 0 % The risk-free rate is based on the U.S. Treasury rate for a note with a similar term in effect at the time of the grant. The expected volatility is based on the volatility of the Company’s historical stock price. At May 18, 2015, the modified Series C Warrants and Series E Warrants were determined to have an estimated aggregate fair value of $569 and $653, respectively. A total of 3,256 Series D Warrants not presented for exercise by May 21, 2015 expired unexercised, along with 2,442 Series E Warrants, which did not become exercisable since the related Series D Warrants were not exercised. The following table summarizes information about outstanding and exercisable warrants at December 31, 2015: Description Grant Date Number of Shares Underlying Warrants Originally Granted Shares Underlying Warrants Exchanged, Exercised or Expired Shares Underlying Warrants Outstanding and Exercisable at December 31, 2015 Exercise Price Expiration Term in Years Series A (1) January 27, 2014 315,676 - 315,676 $ 15.00 1.08 Series B (1) January 27, 2014 157,846 - 157,846 $ 45.00 3.07 Series C (2) November 19, 2014 145,399 (142,957 ) 2,442 $ 12.00 4.38 - 142,957 142,957 $ 9.00 4.38 Series D (2) November 19, 2014 193,865 (193,865 ) - N/A N/A Series E (2) November 19, 2014 145,399 (145,399 ) - N/A N/A - 142,957 142,957 $ 9.00 6.38 958,185 (196,307 ) 761,878 (1) Issued in connection with the January 27, 2014 private placement transaction. (2) Issued in connection with the November 19, 2014 registered-direct public offering, and subsequently revised pursuant to Warrant Exercise Agreements entered into on May 18, 2015. The following table summarizes the activities in warrants for the years ended December 31, 2015 and 2014: Weighted Shares Average Underlying Exercise Warrants Price Balance at December 31, 2013 - $ - Warrants granted 958,185 18.35 Balance at December 31, 2014 958,185 $ 18.35 Warrants exercised (190,609 ) 5.25 Warrants expired (5,698 ) 12.59 Balance at December 31, 2015 761,878 $ 18.95 The following table summarizes the assumptions used to value the warrants at the issuance date using the Black-Scholes option pricing model: Description Grant / Modification Date Number of Shares Underlying Warrants Granted Stock Exercise Price Expected Term Expected Volatility Dividend Yield Risk Free Rate Series A 1/27/2014 315,676 $ 7.00 $ 15.00 3.00 150.00 % 0.00 % 0.76 % Series B 1/27/2014 157,846 $ 7.00 $ 45.00 5.00 150.00 % 0.00 % 1.61 % Series C 11/19/2014 145,399 $ 9.37 $ 12.00 5.50 94.60 % 0.00 % 1.64 % Repricing Series C 5/18/2015 142,957 $ 5.95 $ 9.00 5.00 96.34 % 0.00 % 1.46 % Series D 11/19/2014 193,865 $ 9.37 $ 9.37 0.50 93.44 % 0.00 % 0.07 % Repricing Series D 5/18/2015 190,609 $ 5.95 $ 5.25 0.00 226.56 % 0.00 % 0.02 % Series E 11/19/2014 145,399 $ 9.37 $ 15.00 7.50 94.60 % 0.00 % 1.64 % Repricing Series E 5/18/2015 142,957 $ 5.95 $ 9.00 7.00 96.34 % 0.00 % 1.87 % |
Stock Compensation
Stock Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Stock Compensation [Abstract] | |
STOCK COMPENSATION | NOTE 10 - STOCK COMPENSATION Equity Incentive Plan The Company’s 2012 Equity Incentive Plan (as amended, the “Plan”) provides for the issuance of up to 550,000 shares of our common stock. The Plan provides for grants of stock options, stock appreciation rights, restricted stock, other stock-based awards and other cash-based awards. As of December 31, 2015, the remaining shares of common stock available for future issuances of awards was 114,356. The Company granted an aggregate of 30,000 options to purchase restricted common stock to certain directors prior to the adoption of the Plan. Stock Options The following table summarizes stock option activity for the years ended December 31, 2015 and 2014: Weighted Weighted Average Shares Average Remaining Under Exercise Contractual Options Price Term (Years) Balance at December 31, 2013 232,320 $ 16.14 8.98 Options granted 146,560 11.83 Options cancelled (9,000 ) 7.50 Options forfeited (2,800 ) 10.00 Balance at December 31, 2014 367,080 $ 14.68 8.50 Options granted 108,000 12.50 Options cancelled (38,940 ) 12.03 Options forfeited (35,595 ) 12.32 Balance at December 31, 2015 400,545 $ 14.56 7.82 The weighted average grant date fair value of stock options granted during 2015 and 2014 was $5.22 and $10.62, respectively. The following table summarizes the assumptions used to value stock options granted during 2015 and 2014 using a Black-Scholes model: 2015 2014 Risk-free interest rate 1.39%-1.69 % 1.63%-2.84 % Expected volatility 98 % 145%-151 % Weighted average expected volatility 98 % 148 % Expected term (years) 5.8-6.3 5.6-10.0 Expected dividend yield 0 % 0 % The risk-free rate is based on the U.S. Treasury rate for a note with a similar term in effect at the time of the grant. The expected volatility is based on the volatility of the Company’s historical stock prices. At December 31, 2015 and 2014, the exercisable options had no intrinsic value. The following table summarizes information about options outstanding and exercisable at December 31, 2015 that were granted under the Plan: Options Outstanding Options Exercisable Weighted Average Weighted Average Options Remaining Options Remaining Exercise Price Outstanding Contractual Life Exercise Price Exercisable Contractual Life $ 7.00 5,000 6.40 $ 7.00 5,000 6.40 $ 8.60 25,375 8.20 $ 8.60 19,875 8.20 $ 10.00 5,080 7.11 $ 10.00 5,080 7.11 $ 11.00 3,000 7.02 $ 11.00 3,000 7.02 $ 12.10 30,500 8.36 $ 12.10 22,875 8.36 $ 12.50 158,550 8.35 $ 12.50 73,050 7.61 $ 12.55 20,000 8.39 $ 12.55 5,000 8.39 $ 13.00 7,300 8.53 $ 13.00 7,300 8.53 $ 13.45 2,000 8.48 $ 13.45 500 8.48 $ 13.50 12,740 8.49 $ 13.50 3,740 8.49 $ 13.75 6,000 8.68 $ 13.75 3,000 8.68 $ 17.50 100,000 7.11 $ 17.50 100,000 7.11 $ 22.50 5,000 5.63 $ 22.50 5,000 5.63 $ 32.00 15,000 5.54 $ 32.00 15,000 5.54 $ 34.50 5,000 5.57 $ 34.50 5,000 5.57 400,545 273,420 As of December 31, 2015, 273,420 options have vested and 127,125 options remain unvested. The vesting terms range from zero to 3.0 years and the vested options have a weighted average remaining term of 7.4 years and a weighted average exercise price of $15.55 per share. Restricted Stock The following table summarizes restricted stock awards activity for the years ended December 31, 2015 and 2014: Weighted Average Grant Date Shares Share Price Restricted stock awards unvested at December 31, 2013 32,450 $ 14.96 Granted 13,200 7.79 Vested (13,450 ) 14.10 Forfeited (10,000 ) 7.00 Restricted stock awards unvested at December 31, 2014 22,200 $ 14.95 Granted 66,099 2.73 Vested (68,849 ) 4.91 Forfeited (1,000 ) 7.50 Restricted stock awards unvested at December 31, 2015 18,450 $ 9.09 At December 31, 2015, the weighted-average remaining vesting period of unvested restricted stock awards was 1.4 years. Stock-Based Compensation: Stock-based compensation was $931 and $1,691 for the years ended December 31, 2015 and 2014, respectively. Stock-based compensation consists of expenses related to the issuance of stock options and restricted stock. The following table summarizes the components of stock-based compensation in the statements of operations for the years ended December 31, 2015 and 2014: December 31, December 31, (In thousand $) 2015 2014 Research and development $ 99 $ 123 Selling, general and administrative 832 1,568 Total stock-based compensation $ 931 $ 1,691 The aggregate unrecognized compensation expense of stock options and restricted stock at December 31, 2015 was $764, which will be recognized through January 2019. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 11 - INCOME TAXES Income tax expense for the years ended December 31, 2015 and 2014 is shown as follows: December 31, December 31, (In thousand $) 2015 2014 Current provision $ 2 $ (748 ) Deferred provision - - Total tax provision (benefit) $ 2 $ (748 ) Included in the year ended December 31, 2014 is an income tax benefit resulting from the reversal of a valuation allowance previously recorded against the Company’s New Jersey State net operating losses (“NOL”) that resulted from the Company’s sale of $8,890 of its New Jersey State NOLs and $15 of its unused research and development tax credits under the State of New Jersey’s Technology Business Tax Certificate Transfer Program (the “Program”) for cash of $750, net of commissions. The Program allows qualified technology and biotechnology businesses in New Jersey to sell unused amounts of NOLs and defined research and development tax credits for cash. The remaining net deferred tax asset as of December 31, 2014 remains fully offset by a valuation allowance due to the Company’s history of losses. The net deferred tax asset as of December 31, 2015 remains fully offset by a valuation allowance due to the Company’s history of losses. The significant components of the Company's deferred tax assets and liabilities at December 31, 2015 and 2014 are as follows: (In thousand $) December 31, December 31, Federal net operating losses $ 5,335 $ 3,997 State net operating losses 394 160 Stock options 1,043 1,104 Federal tax credit 110 110 Amortization 478 507 Depreciation (1 ) (12 ) Contributions 13 13 Other 297 120 Total gross deferred tax assets/(liabilities) $ 7,669 $ 5,999 Less valuation allowance (7,669 ) (5,999 ) Net deferred tax assets/(liabilities) $ - $ - The income tax benefit for the year ended December 31, 2015 differed from the amounts computed by applying the U.S. federal income tax rate of 34% to loss before tax benefit as a result of nondeductible expenses, tax credits generated, utilization of net operating loss carryforwards, and increases in the Company’s valuation allowance. December 31, December 31, (In thousand $) 2015 2014 Federal statutory tax benefit $ (1,726 ) $ (1,770 ) Sale of NJ NOL/credits - (495 ) Permanent differences 306 136 Research and development - (110 ) State taxes 1 1 Valuation allowance 1,421 2,074 Stock compensation - (584 ) Income tax provision (benefit) $ 2 $ (748 ) A valuation allowance is required to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of the available evidence, both positive and negative, the Company determined that valuation allowances of $7.7 million and $6.0 million at December 31, 2015 and 2014, respectively, were necessary to reduce the deferred tax assets to the amount that will more likely than not be realized. At December 31, 2015, the Company had approximately $15.7 million of gross federal net operating loss carry-forwards. At December 31, 2015, the Company had approximately $6.6 million of gross state net operating loss carry-forwards. If not utilized, the federal and state net operating loss carry-forwards will begin to expire in 2027. The utilization of such net operating loss carry-forwards and realization of tax benefits in future years depends predominantly upon having taxable income. The Company also has $110 of federal research and development credits which will begin to expire in 2033 if not utilized. The Company may be subject to the net operating loss provisions of Section 382 of the Internal Revenue Code. The Company has not calculated if an ownership change has occurred. The effect of an ownership change would be the imposition of an annual limitation on the use of NOL carryforwards attributable to periods before the change. The amount of the annual limitation depends upon the value of the Company immediately before the change, changes to the Company’s capital during a specified period, and the federal published interest rate. Entities are also required to evaluate, measure, recognize and disclose any uncertain income tax provisions taken on their income tax returns. The Company has analyzed its tax positions and has concluded that as of December 31, 2015 there were no uncertain positions. The federal and state income tax returns of the Company for 2012, 2013, 2014 and 2015 are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. Interest and penalties, if any, as they relate to income taxes assessed, are included in the income tax provision. There was no income tax related interest and penalties included in the income tax provision for 2015 and 2014. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES Operating Lease The Company leases its corporate offices under an operating lease. The term of the lease is five years commencing on January 1, 2015 and expiring on December 31, 2019. We have two options to renew our lease for an additional three years each. At December 31, 2015, the future minimum lease payments under the non-cancellable operating lease in excess of one year is as follows: (In thousand $) Years Ended December 31, Amount 2016 $ 152 2017 181 2018 187 2019 191 Total $ 711 Rent expense including common area maintenance charges and taxes for the years ended December 31, 2015 and 2014 was $225 and $75, respectively. Defined Contribution Plan The Company established a 401(K) Plan (the “401(K) Plan”) for eligible employees of the Company effective April 1, 2014. Generally, all employees of the Company who are at least twenty-one years of age and who have completed three months of service are eligible to participate in the 401(K) Plan. The 401(K) Plan is a defined contribution plan that provides that participants may make salary deferral contributions, of up to the statutory maximum allowed by law (subject to catch-up contributions) in the form of voluntary payroll deductions. The Company’s matching contribution is equal to 100 percent on the first four percent of a participant’s compensation which is deferred as an elective deferral. The Company’s aggregate matching contributions were $49 and $26 for the years ended December 31, 2015 and 2014, respectively. Supply Agreement On July 18, 2014, the Company entered into the First Amended and Restated Exclusive Supply Agreement (the “Supply Agreement”) with DIL. Pursuant to the Supply Agreement , DIL manufactures and supplies Fortetropin exclusively to the Company and may not manufacture Fortetropin for other entities. In exchange, the Company agreed to purchase minimum quantities of Fortetropin at fixed prices through 2016. DIL agreed to assign its United States patent application for the manufacture of the formula to the Company and the Company agreed, for a period of seven years from the expiration of the Supply Agreement, to pay DIL a low single-digit royalty payment for each kilogram of Fortetropin produced by the Company, subject to certain minimum and maximum amounts. DIL also granted the Company a right of first refusal to license and/or acquire the European patent it owns for the manufacture of the formula. The Supply Agreement expires on December 31, 2016, and may be renewed for additional one-year periods unless terminated by either party by giving a ninety day notice before the expiration of the current term Product Liability As a manufacturer of nutritional supplements that are ingested by consumers, the Company may be subject to various product liability claims. Although we have not had any claims to date, it is possible that future product liability claims could have a material adverse effect on our business or financial condition, results of operations or cash flows. The Company currently maintains products liability insurance of $5 million per-occurrence and a $10 million annual aggregate coverage. At December 31, 2015 and 2014, the Company had not recorded any accruals for product liability claims. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 13 – RELATED PARTY TRANSACTIONS The following is a description of the transactions we have engaged in with our directors, director nominees and officers and beneficial owners of more than five percent of our voting securities and their affiliates: On August 1, 2015, we entered into a consulting agreement with Muscle Longevity LLC, a company that has the same owner as Ultra Pro Sports, LLC, a greater than 5% beneficial owner of our common stock. Under the terms of the agreement, Muscle Longevity LLC agreed to provide introductions and referrals to new distribution channels for our products including, but not limited to, health and wellness centers and sports nutrition companies and to conduct industry research and advise us regarding distributors, markets, and sales opportunities for the Company’s products. As compensation for the services, Muscle Longevity LLC is paid a consulting fee of $16 per month. On December 17, 2015, we issued an unsecured promissory note in the principal amount of $575 to Gan Ren, the son of Ren Ren, who is currently a director of the Company and its largest stockholder. The note bears interest at a rate of 8% per annum and matures one year from the date of issuance. Upon maturity, the note and any accrued interest thereon will automatically convert into shares of common stock at $2.75 per share unless earlier converted. On December 17, 2015, we entered into the Purchase Agreement with Rens Technology Inc. (the “Purchaser”), an entity which is controlled by Ren Ren, who is currently a director of the Company and its largest stockholder. For additional information refer to Note 1 – Strategic Investment Transaction. The Board agreed to issue Mr. Ren 18,182 shares of the Company’s common stock upon completion of the first tranche of the Financing for his services to the Company as a member of the Board. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS Amendments to Articles of Incorporation In connection with the Purchase Agreement and related Financing, on March 3, 2016 (see NOTE 1), the Company’s stockholders approved certain charter amendments including (i) to increase the Company’s authorized shares of common stock from 8,000,000 to 12,000,000 and (ii) to provide for the classification of the Company’s Board into three classes of directors with staggered three-year terms of office. As a result, on March 8, 2016, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to increase the number of authorized shares of common stock from 8,000,000 to 12,000,000 and to provide for the classification of the Company’s Board into three classes. Subsidiary Merger and Name Change On March 17, 2016, the Company completed a merger with its wholly-owned subsidiary, MYOS RENS Technology Inc., and formally assumed the subsidiary’s name by filing Articles of Merger (the “Articles”) with the Secretary of State of the State of Nevada. The subsidiary was incorporated solely for the purpose of effecting the name change and the merger did not affect the Company’s articles of incorporation or corporate structure in any other way. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant 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 U.S. (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The consolidated financial information presented herein reflects all normal adjustments that are, in the opinion of management, necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. The Company is responsible for the consolidated financial statements included in this report. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of MYOS RENS Technology Inc. and its wholly-owned subsidiary, Atlas Acquisition Corp. All material intercompany balances and transactions have been eliminated. |
Estimates | Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, equity and the disclosures of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future non-conforming events. Accordingly, the actual results could differ significantly from estimates. Significant items subject to such estimates include but are not limited to the valuation of stock-based awards, measurement of allowances for doubtful accounts and inventory reserves, the selection of asset useful lives, fair value estimations used to test long-lived assets, including intangibles, impairments and provisions necessary for assets and liabilities. The Company has recorded minimal sales to its distributors during the past six consecutive quarters, and has only recently launched its Rē Muscle Health portfolio of branded products. Management’s estimates, including evaluation of impairment of long-lived assets and inventory reserves are based in part on forecasted future results. A variety of factors could cause actual results to differ from forecasted results and these differences could have a significant effect on asset carrying amounts. |
Cash & Cash Equivalents | Cash & Cash Equivalents As of December 31, 2015 and 2014, the Company had cash of $879 and $1,567, respectively. The Company considers all highly liquid investments purchased with a maturity of three months or less and money market accounts to be cash equivalents. At December 31, 2015 and 2014, the Company had no cash equivalents. The Company maintains its bank accounts with high credit quality financial institutions and has never experienced any losses related to these bank accounts. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its financial institutions. The balance at times may exceed federally insured limits. |
Concentrations of Risk, Significant Customers and Significant Supplier | Concentrations of Risk, Significant Customers and Significant Supplier Management regularly reviews accounts receivable, and if necessary, establishes an allowance for doubtful accounts that reflects management’s best estimate of amounts that may not be collectible based on historical collection experience and specific customer information. Bad debt expense recognized as a result of an allowance for doubtful accounts is classified under selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. Bad debt expense was $390 for the year ended December 31, 2014 relating to the Cenegenics’ receivable. Based primarily on collections, during the year ended December 31, 2015, management determined that the Cenegenics’ allowance for doubtful accounts should be reduced to $0. Accordingly, a reduction in bad debt expense of $390 was recorded for the year ended December 31, 2015. At December 31, 2015 and 2014, the Company had the following concentrations of net accounts receivable with customers: December 31, December 31, 2015 2014 Cenegenics $ 400 $ 1,372 Other 6 - Subtotal 406 1,372 Allowance for doubtful accounts - (390 ) Accounts receivable, net $ 406 $ 982 For the year ended December 31, 2015 and 2014, the Company had the following concentrations of revenues with customers: December 31, December 31, 2015 2014 MHP 36 % 36 % Cenegenics 0 % 63 % The Company currently relies on one third-party manufacturer to produce Fortetropin (see Note 12 – Commitments and Contingencies - Supply Agreement). This manufacturer purchases all the needed raw materials from suppliers and coordinates any additional production steps with third-parties. We have multiple vendors for blending, packaging and labeling. The Company is pursuing other supply alternatives. |
Inventories, net | Inventories, net Inventories are valued at the lower of cost or market, with cost determined on a first in, first-out basis. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost and depreciated to their estimated residual value over their estimated useful lives of 3 to 7 years. Leasehold improvements are amortized over the lesser of the asset's useful life or the contractual remaining lease term including expected renewals. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are reversed from the accounts and the resulting gains or losses are included in the Consolidated Statements of Operations and Comprehensive Loss. Depreciation is provided using the straight-line method for all fixed assets. We review our fixed assets for impairment when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. We use an estimate of future undiscounted net cash flows of the related assets or groups of assets over their remaining lives in measuring whether the assets are recoverable. If the assets are determined to be unrecoverable, an impairment loss is calculated by determining the difference between the carrying values and the estimated fair value. Included in the year ended December 31, 2014, was an impairment charge of $5 to reduce the unrecoverable net carrying value of a capitalized fixed asset to zero. We did not consider any of our fixed assets to be impaired during the year ended December 31, 2015. |
Intangible Assets | Intangible Assets The Company’s intangible assets consist primarily of intellectual property pertaining to Fortetropin, including its formula, trademarks, trade secrets, patent application and domain names, which were determined to have a fair value of $2,000 as of December 31, 2011. Based on expansion into new markets and introduction of new formulas, management determined that the intellectual property had a finite useful life of ten (10) years and began amortizing the asset over its estimated useful life beginning April 2014. Based on six consecutive quarters of minimal revenues combined with changes in the sales channels through which the Company sells its products and an inability to predict future orders, if any, from MHP or Cenegenics or to what extent we will be able to secure new distribution arrangements, we tested the intellectual property for impairment in the fourth quarter of 2015 and determined that the asset value was recoverable and therefore no impairment was recognized. This determination was in part based on execution of the Purchase Agreement on December 17, 2015, pursuant to which RENS Technology Inc. agreed to invest $20.25 million in three tranches over twenty-four months in the Company. There were no impairment losses recorded during the years ended December 31, 2015 and 2014. In July 2014, the Company acquired the United States patent application for the manufacture of Fortetropin from Intangible assets also includes patent costs associated with applying for a patent and being issued a patent. Costs to defend a patent and costs to invalidate a competitor’s patent or patent application are expensed as incurred. Upon issuance of the patent, capitalized patent costs are reclassified from intangibles with indefinite lives to intangibles with finite lives and amortized on a straight-line basis over the shorter of the estimated economic life or the initial term of the patent, generally 20 years. Intangible assets at December 31, 2015 and December 31, 2014 consisted of the following: December 31, December 31, (In thousand $) 2015 2014 Intangibles with finite lives: Intellectual property $ 2,101 $ 2,101 Less: accumulated amortization (365 ) (155 ) Total intangibles with finite lives: 1,736 1,946 Intangibles with indefinite lives: Patent costs 44 44 Total intangibles with indefinite lives: 44 44 Total intangible assets, net $ 1,780 $ 1,990 Assuming no additions, disposals or adjustments are made to the carrying values and/or useful lives of the intangible assets, annual amortization expense for intangible assets is estimated to be $210 in each of the next five years. Impairment testing of intangible assets subject to amortization involves comparing the carrying amount of the asset to the forecasted undiscounted future cash flows whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. In the event the carrying value of the asset exceeds the undiscounted future cash flows, the carrying value is considered not recoverable and an impairment exists. An impairment loss is measured as the excess of the asset’s carrying value over its fair value, calculated using a discounted future cash flow method. The computed impairment loss is recognized in the period that the impairment occurs. Assets which are not impaired may require an adjustment to the remaining useful lives for which to amortize the asset. Impairment testing requires the development of significant estimates and assumptions involving the determination of estimated net cash flows, selection of the appropriate discount rate to measure the risk inherent in future cash flow streams, assessment of an asset’s life cycle, competitive trends impacting the asset as well as other factors. Changes in these underlying assumptions could significantly impact the asset’s estimated fair value. |
Revenue Recognition | Revenue Recognition The Company records revenue from product sales when persuasive evidence of an arrangement exists, product has been shipped or delivered, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Product sales represent revenue from the sale of products and related shipping amounts billed to customers, net of promotional discounts, rebates, and return allowances. Depending on individual customer agreements, sales are recognized either upon shipment of product to customers or upon delivery. With respect to direct-to-consumer sales, both title and risk of loss transfer to customers upon our delivery to the customer. The Company’s gross product sales may be subject to sales allowances and deductions in arriving at reported net product sales. For example, we may periodically offer discounts and sales incentives to customers to encourage purchases. Sales incentives are treated as a reduction to the purchase price of the related transaction. Reductions from gross sales for customer discounts and rebates have been minimal, and sales allowances for product returns have not been provided, since under our existing arrangements, customers are not permitted to return product except for non-conforming product. |
Advertising | Advertising The Company charges the costs of advertising to selling, general and administrative expenses as incurred. Advertising and promotional costs were $247 and $732 for the years ended December 31, 2015 and 2014, respectively. For the year ended December 31, 2015, advertising and promotional costs consisted primarily of marketing costs for our Rē Muscle Health products, and for the year ended December 31, 2014, advertising and promotional costs consisted primarily of co-operative advertising fees payable to MHP. Pursuant to the distribution agreement with MHP, which terminated in March 2015, the Company paid MHP for co-operative advertising. |
Research and Development | Research and Development Research and development expenses consist primarily of salaries, benefits, and other related costs, including stock-based compensation, for personnel serving in our research and development functions, and other internal operating expenses, the cost of manufacturing our product for clinical study, the cost of conducting clinical studies and the cost of conducting preclinical and research activities. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are initially capitalized and are then recognized as an expense as the related goods are consumed or the services are performed. |
Shipping and Handling Costs | Shipping and Handling Costs The Company records costs for shipping and handling of products to our customers in cost of sales. These expenses were $10 and $10 for the years ended December 31, 2015 and 2014, respectively. |
Stock-based compensation | Stock-based Compensation Generally, stock-based payments are measured at their estimated fair value on the date of grant. Stock-based awards to non-employees are re-measured at fair value each financial reporting date until performance is completed. Stock-based compensation expense recognized during a period is based on the estimated number of awards that are ultimately expected to vest. For stock options and restricted stock that do not vest immediately but which contain only a service vesting feature, we recognize compensation cost on the unvested shares and options on a straight-line basis over the remaining vesting period. The Company uses the Black-Scholes option-pricing model to estimate the fair value of options and the market price of our common stock on the date of grant for the fair value of restricted stock issued. Our determination of fair value of stock-based awards is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards, and certain other market variables such as the risk-free interest rate. |
Comprehensive Loss | Comprehensive Loss Comprehensive income (loss) includes all changes in equity during a period except those that resulted from investments by, or distributions to, the Company’s stockholders. Other comprehensive income (loss) refers to revenues, expenses, gains and losses that are included in comprehensive income (loss), but excluded from net loss as these amounts are recorded directly as an adjustment to stockholders’ equity. The Company had no other comprehensive income (loss) items for the years ended December 31, 2015 and 2014. Accordingly, the Company's comprehensive loss and net loss are the same for all periods presented. |
Segment Information | Segment Information Accounting Standards Codification (“ASC”) 280, Disclosures about Segments of an Enterprise and Related Information |
Fair Value Measurement | Fair Value Measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby observable and unobservable inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchy levels of inputs to measure fair value: Level 1 Level 2 Level 3: A financial asset or liability’s classification within the above hierarchy is determined based on the lowest level input that is significant to the fair value measurement. At December 31, 2015 and 2014, the Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable and accrued expenses and short-term debt. Due to their short-term nature, the carrying amounts of the Company’s financial instruments approximated their fair values. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Basic net loss per share is computed by dividing net loss available to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potential dilutive securities outstanding had been issued. The Company uses the “treasury stock” method to determine the dilutive effect of common stock equivalents such as options, warrants and restricted stock. For the years ended December 31, 2015 and 2014, the Company incurred a net loss. Accordingly, the Company’s common stock equivalents were anti-dilutive and excluded from the diluted net loss per share computation. The aggregate number of potentially dilutive common stock equivalents outstanding at December 31, 2015 excluded from the diluted net loss per share computation because their inclusion would be anti-dilutive were 1,390,606, which includes warrants to purchase an aggregate 761,878 shares of common stock, options to purchase an aggregate of 400,545 shares of common stock, 209,733 shares issuable upon the conversion of a convertible promissory note (See NOTE 6 – Debt – Convertible Note) and unvested restricted stock awards of 18,450 shares of common stock. The aggregate number of potentially dilutive common stock equivalents outstanding at December 31, 2014 excluded from the diluted net loss per share computation because their inclusion would be anti-dilutive were 1,541,330, which includes up to 193,865 Make-Whole Shares (See NOTE 9 – Warrants), warrants to purchase an aggregate 958,185 shares of common stock, options to purchase an aggregate of 367,080 shares of common stock and unvested restricted stock awards of 22,200 shares of common stock. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method in accordance with ASC 740, Accounting for Income Taxes The Company follows ASC 740 rules governing uncertain tax positions, which provides guidance for recognition and measurement. This prescribes a threshold condition that a tax position must meet for any of the benefits of the uncertain tax position to be recognized in the financial statements. It also provides accounting guidance on recognition, classification and disclosure of these uncertain tax positions. The Company has no uncertain income tax positions. Interest costs and penalties related to income taxes are classified as interest expense and operating expenses, respectively, in the Company's financial statements. For the years ended December 31, 2015 and 2014, the Company did not recognize any interest or penalty expense related to income taxes. The Company files income tax returns in the U.S. federal jurisdiction and states in which it does business. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Concentration Risk [Line Items] | |
Schedule of intangible assets | December 31, December 31, (In thousand $) 2015 2014 Intangibles with finite lives: Intellectual property $ 2,101 $ 2,101 Less: accumulated amortization (365 ) (155 ) Total intangibles with finite lives: 1,736 1,946 Intangibles with indefinite lives: Patent costs 44 44 Total intangibles with indefinite lives: 44 44 Total intangible assets, net $ 1,780 $ 1,990 |
Accounts receivable [Member] | |
Concentration Risk [Line Items] | |
Schedule of concentrations of net accounts receivable with customers | December 31, December 31, 2015 2014 Cenegenics $ 400 $ 1,372 Other 6 - Subtotal 406 1,372 Allowance for doubtful accounts - (390 ) Accounts receivable, net $ 406 $ 982 |
Revenues [Member] | |
Concentration Risk [Line Items] | |
Schedule of concentrations of net accounts receivable with customers | December 31, December 31, 2015 2014 MHP 36 % 36 % Cenegenics 0 % 63 % |
Inventories, Net (Tables)
Inventories, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventories, Net [Abstract] | |
Summary of Inventory | (In thousand $) December 31, December 31, Raw materials $ 1,997 $ 1,638 Work in process 1 2 Finished goods 167 443 2,165 2,083 Less: inventory reserves (698 ) (269 ) Inventories, net $ 1,467 $ 1,814 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fixed Assets [Abstract] | |
Schedule of fixed assets | (In thousand $) December 31, December 31, Furniture, fixtures and equipment $ 116 $ 116 Computers and software 66 39 Leasehold improvements 239 239 Other 7 7 Total fixed assets 428 401 Less: accumulated depreciation and amortization (141 ) (88 ) Net book value of fixed assets $ 287 $ 313 |
Prepaid Expenses, Other Curre26
Prepaid Expenses, Other Current Assets and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Prepaid Expenses, Other Current Assets and Accrued Expenses [Abstract] | |
Summary of prepaid expenses and other current assets | (In thousand $) December 31, December 31, Prepaid insurance $ 32 $ 46 Prepaid inventory purchases 250 664 Deferred charges (1) 217 - Other 24 35 Total prepaid expenses and other current assets $ 523 $ 745 (1) Deferred charges includes $153 related to the cost of inventory shipped to Cenegenics in May 2015 where revenue was deferred until payment of the commensurate sale is received and deferred financing costs of $65 related to the Purchase Agreement with RENS Technology Inc. The financing cost were reclassified to additional paid-in capital during the first quarter of 2016, upon consummation of the first tranche of the financing with RENS Technology Inc. |
Summary of accrued expenses and other current liabilities | (In thousand $) December 31, December 31, Advertising and promotional expense payable $ 171 $ 171 Audit fees payable 64 25 Deferred rent 47 30 Deferred revenue (1) 228 - Research & development 30 49 Accrued salaries & bonuses 151 92 Consulting fees payable 2 96 Other accrued expenses 24 32 Total accrued expenses $ 717 $ 495 (1) Deferred revenue represents revenue to be recognized in connection with inventory shipped to Cenegenics in May 2015. The shipment was made under a settlement agreement with Cenegenics that included extended payment terms. Accordingly the Company has deferred the revenue until cash is collected from the customer. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity [Abstract] | |
Schedule of periodical gross proceeds from private placements | (In thousand $) Gross Date Shares Proceeds January 27, 2014 631,346 4,735 November 19, 2014 193,865 1,816 May 18, 2015 190,609 (1) 1,001 November 30, 2015 193,865 (2) - 1,209,685 $ 7,552 (1) Shares issued pursuant to Warrant Exercise Agreements with certain holders of the Series D warrants. For additional information refer to "Note 9 - Warrants." (2) Shares issued pursuant to Make-Whole Shares provision of the November 2014 registered offering. |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of assumptions used to to estimate fair value of Make-Whole Shares | Volatility 95 % Risk-Free Interest Rate 1.47 % Expected Term in Years 1.00 years Dividend Rate 0.00 % Fair Value of Common Stock Share $ 9.37 |
Summary of fair value of warrants | Expected volatility 96%-227 % Risk-free interest rate 0.02%-1.87 % Expected term in years 0.0-7.0 Expected dividend yield 0 % |
Summary of warrants issued to private placement | Description Grant Date Number of Shares Underlying Warrants Originally Granted Shares Underlying Warrants Exchanged, Exercised or Expired Shares Underlying Warrants Outstanding and Exercisable at December 31, 2015 Exercise Price Expiration Term in Years Series A (1) January 27, 2014 315,676 - 315,676 $ 15.00 1.08 Series B (1) January 27, 2014 157,846 - 157,846 $ 45.00 3.07 Series C (2) November 19, 2014 145,399 (142,957 ) 2,442 $ 12.00 4.38 - 142,957 142,957 $ 9.00 4.38 Series D (2) November 19, 2014 193,865 (193,865 ) - N/A N/A Series E (2) November 19, 2014 145,399 (145,399 ) - N/A N/A - 142,957 142,957 $ 9.00 6.38 958,185 (196,307 ) 761,878 (1) Issued in connection with the January 27, 2014 private placement transaction. (2) Issued in connection with the November 19, 2014 registered-direct public offering, and subsequently revised pursuant to Warrant Exercise Agreements entered into on May 18, 2015. |
Summary of warrants activities | Weighted Shares Average Underlying Exercise Warrants Price Balance at December 31, 2013 - $ - Warrants granted 958,185 18.35 Balance at December 31, 2014 958,185 $ 18.35 Warrants exercised (190,609 ) 5.25 Warrants expired (5,698 ) 12.59 Balance at December 31, 2015 761,878 $ 18.95 |
Summary of assumptions used to value warrants using Black-Scholes option pricing model | Description Grant / Modification Date Number of Shares Underlying Warrants Granted Stock Exercise Price Expected Term Expected Volatility Dividend Yield Risk Free Rate Series A 1/27/2014 315,676 $ 7.00 $ 15.00 3.00 150.00 % 0.00 % 0.76 % Series B 1/27/2014 157,846 $ 7.00 $ 45.00 5.00 150.00 % 0.00 % 1.61 % Series C 11/19/2014 145,399 $ 9.37 $ 12.00 5.50 94.60 % 0.00 % 1.64 % Repricing Series C 5/18/2015 142,957 $ 5.95 $ 9.00 5.00 96.34 % 0.00 % 1.46 % Series D 11/19/2014 193,865 $ 9.37 $ 9.37 0.50 93.44 % 0.00 % 0.07 % Repricing Series D 5/18/2015 190,609 $ 5.95 $ 5.25 0.00 226.56 % 0.00 % 0.02 % Series E 11/19/2014 145,399 $ 9.37 $ 15.00 7.50 94.60 % 0.00 % 1.64 % Repricing Series E 5/18/2015 142,957 $ 5.95 $ 9.00 7.00 96.34 % 0.00 % 1.87 % |
Stock Compensation (Tables)
Stock Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of restricted stock award activities | Weighted Average Grant Date Shares Share Price Restricted stock awards unvested at December 31, 2013 32,450 $ 14.96 Granted 13,200 7.79 Vested (13,450 ) 14.10 Forfeited (10,000 ) 7.00 Restricted stock awards unvested at December 31, 2014 22,200 $ 14.95 Granted 66,099 2.73 Vested (68,849 ) 4.91 Forfeited (1,000 ) 7.50 Restricted stock awards unvested at December 31, 2015 18,450 $ 9.09 |
Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of stock option activities | Weighted Weighted Average Shares Average Remaining Under Exercise Contractual Options Price Term (Years) Balance at December 31, 2013 232,320 $ 16.14 8.98 Options granted 146,560 11.83 Options cancelled (9,000 ) 7.50 Options forfeited (2,800 ) 10.00 Balance at December 31, 2014 367,080 $ 14.68 8.50 Options granted 108,000 12.50 Options cancelled (38,940 ) 12.03 Options forfeited (35,595 ) 12.32 Balance at December 31, 2015 400,545 $ 14.56 7.82 |
Summary of assumptions used to value stock options granted using a Black-Scholes model | 2015 2014 Risk-free interest rate 1.39%-1.69 % 1.63%-2.84 % Expected volatility 98 % 145%-151 % Weighted average expected volatility 98 % 148 % Expected term (years) 5.8-6.3 5.6-10.0 Expected dividend yield 0 % 0 % |
Summary of option outstanding and exercisable | Options Outstanding Options Exercisable Weighted Average Weighted Average Options Remaining Options Remaining Exercise Price Outstanding Contractual Life Exercise Price Exercisable Contractual Life $ 7.00 5,000 6.40 $ 7.00 5,000 6.40 $ 8.60 25,375 8.20 $ 8.60 19,875 8.20 $ 10.00 5,080 7.11 $ 10.00 5,080 7.11 $ 11.00 3,000 7.02 $ 11.00 3,000 7.02 $ 12.10 30,500 8.36 $ 12.10 22,875 8.36 $ 12.50 158,550 8.35 $ 12.50 73,050 7.61 $ 12.55 20,000 8.39 $ 12.55 5,000 8.39 $ 13.00 7,300 8.53 $ 13.00 7,300 8.53 $ 13.45 2,000 8.48 $ 13.45 500 8.48 $ 13.50 12,740 8.49 $ 13.50 3,740 8.49 $ 13.75 6,000 8.68 $ 13.75 3,000 8.68 $ 17.50 100,000 7.11 $ 17.50 100,000 7.11 $ 22.50 5,000 5.63 $ 22.50 5,000 5.63 $ 32.00 15,000 5.54 $ 32.00 15,000 5.54 $ 34.50 5,000 5.57 $ 34.50 5,000 5.57 400,545 273,420 |
Stock Compensation Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock-based compensation | December 31, December 31, (In thousand $) 2015 2014 Research and development $ 99 $ 123 Selling, general and administrative 832 1,568 Total stock-based compensation $ 931 $ 1,691 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Summary of income tax expense | December 31, December 31, (In thousand $) 2015 2014 Current provision $ 2 $ (748 ) Deferred provision - - Total tax provision (benefit) $ 2 $ (748 ) |
Deferred tax assets and liabilities | (In thousand $) December 31, December 31, Federal net operating losses $ 5,335 $ 3,997 State net operating losses 394 160 Stock options 1,043 1,104 Federal tax credit 110 110 Amortization 478 507 Depreciation (1 ) (12 ) Contributions 13 13 Other 297 120 Total gross deferred tax assets/(liabilities) $ 7,669 $ 5,999 Less valuation allowance (7,669 ) (5,999 ) Net deferred tax assets/(liabilities) $ - $ - |
Statutory federal income tax rate and the effective rate reconciliation | December 31, December 31, (In thousand $) 2015 2014 Federal statutory tax benefit $ (1,726 ) $ (1,770 ) Sale of NJ NOL/credits - (495 ) Permanent differences 306 136 Research and development - (110 ) State taxes 1 1 Valuation allowance 1,421 2,074 Stock compensation - (584 ) Income tax provision (benefit) $ 2 $ (748 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Summary of future minimum lease payments under the non-cancelable operating lease | (In thousand $) Years Ended December 31, Amount 2016 $ 152 2017 181 2018 187 2019 191 Total $ 711 |
Nature of Operations, Basis o32
Nature of Operations, Basis of Presentation and Liquidity (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 17, 2015 | Nov. 19, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Nature of Operations and Basis of Presentation (Textual) | |||||
Revenue | $ 159 | $ 3,343 | |||
Sale of product | 780 | 1,420 | |||
Cash to meet current obligations | 879 | 1,567 | $ 451 | ||
Working capital | 1,555 | ||||
Current assets | 3,275 | 5,108 | |||
Current liabilities | 1,720 | 574 | |||
Net loss | (5,078) | (4,459) | |||
Net cash used in operating activities | (2,252) | (5,089) | |||
Accumulated deficit | (23,445) | (18,367) | |||
Net cash provided by financing activities | 1,591 | $ 6,234 | |||
Term loan | $ 100 | ||||
Aggregate common shares | 193,865 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Convertible note | $ 575 | ||||
Note borrowings | $ 575 | ||||
Securities Purchase Agreement [Member] | RENS Technology Inc [Member] | |||||
Nature of Operations and Basis of Presentation (Textual) | |||||
Payments of financing | $ 20,250 | ||||
Aggregate common shares | 3,537,037 | ||||
Common stock, par value | $ 0.001 | ||||
Aggregate purchase of warrants to common stock | 884,259 | ||||
Convertible note | $ 575 | ||||
Securities Purchase Agreement [Member] | RENS Technology Inc [Member] | First Tranche [Member] | |||||
Nature of Operations and Basis of Presentation (Textual) | |||||
Purchaser acquired, shares | 1,500,000 | ||||
Warrants acquired | 375,000 | ||||
Purchaser acquired, value | $ 5,250 | ||||
Securities close date, description | In the first tranche, which closed on March 3, 2016. | ||||
Excercise price of warrants | $ 7 | ||||
Securities Purchase Agreement [Member] | RENS Technology Inc [Member] | Second tranche [Member] | |||||
Nature of Operations and Basis of Presentation (Textual) | |||||
Purchaser acquired, shares | 925,926 | ||||
Warrants acquired | 231,481 | ||||
Purchaser acquired, value | $ 5,000 | ||||
Securities close date, description | In the second tranche, which will close within six months of the closing of the first tranche. | ||||
Excercise price of warrants | $ 10.80 | ||||
Securities Purchase Agreement [Member] | RENS Technology Inc [Member] | Third tranche [Member] | |||||
Nature of Operations and Basis of Presentation (Textual) | |||||
Purchaser acquired, shares | 1,111,111 | ||||
Warrants acquired | 277,778 | ||||
Purchaser acquired, value | $ 10,000 | ||||
Securities close date, description | In the third tranche, which will close within eighteen months of the closing of the second tranche. | ||||
Excercise price of warrants | $ 18 | ||||
Maximum Human Performance (MHP) [Member] | |||||
Nature of Operations and Basis of Presentation (Textual) | |||||
Sale of product | $ 57 | ||||
Cenegenics [Member] | |||||
Nature of Operations and Basis of Presentation (Textual) | |||||
Settlement agreement, Terms | On November 28, 2014, we entered into a settlement agreement with Cenegenics wherein we agreed to accept $1,900 by April 2016, (i.e., $300 in the fourth quarter of 2014 and $100 per month from January 2015 through April 2016) in full satisfaction of Cenegenics's outstanding obligations with respect to units of product produced by the Company, including units that had not yet been shipped to Cenegenics at the time of the settlement agreement. |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Summary of concentrations of net accounts receivable with customers | ||
Subtotal | $ 406 | $ 1,372 |
Allowance for doubtful accounts | (390) | |
Accounts receivable, net | $ 406 | 982 |
Cenegenics [Member] | ||
Summary of concentrations of net accounts receivable with customers | ||
Subtotal | 400 | $ 1,372 |
Other [Member] | ||
Summary of concentrations of net accounts receivable with customers | ||
Subtotal | $ 6 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Details 1) - Revenues [Member] | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
MHP [Member] | ||
Concentration Risk [Line Items] | ||
Total Concentration Risk, Percentage Total | 36.00% | 36.00% |
Cenegenics [Member] | ||
Concentration Risk [Line Items] | ||
Total Concentration Risk, Percentage Total | 0.00% | 63.00% |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details 2) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Intangibles with finite lives: | ||
Intellectual property | $ 2,101 | $ 2,101 |
Less: accumulated amortization | (365) | (155) |
Total intangibles with finite lives: | 1,736 | 1,946 |
Intangibles with indefinite lives: | ||
Total intangibles with indefinite lives: | 44 | 44 |
Total intangible assets, net | $ 1,780 | $ 1,990 |
Intellectual property [Member] | ||
Intangibles with indefinite lives: | ||
Total intangibles with indefinite lives: | ||
Patent costs [Member] | ||
Intangibles with indefinite lives: | ||
Total intangibles with indefinite lives: | $ 44 | $ 44 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | Dec. 17, 2015 | Jul. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2011 |
Summary of Significant Accounting Policies (Textual) | |||||
Cash | $ 879 | $ 1,567 | |||
Cash equivalents | |||||
Bad debt expense | $ (390) | $ 390 | |||
Allowance for doubtful accounts | $ 390 | ||||
Estimated useful lives of fixed assets | 3 to 7 years. | ||||
Noncash impairment charges of intangible assets | |||||
Intellectual property asset, fair value | $ 2,000 | ||||
Intangible asset acquired | $ 101 | ||||
Discount Rate | 10.00% | ||||
Amortization expense for intangible assets year one | $ 210 | ||||
Amortization expense for intangible assets, year two | 210 | ||||
Amortization expense for intangible assets, year three | 210 | ||||
Amortization expense for intangible assets, year four | 210 | ||||
Amortization expense for intangible assets, year five | 210 | ||||
Shipping and handling costs | $ 10 | $ 10 | |||
Anti-dilutive excluded from diluted net loss per share computation | 1,390,606 | 1,541,330 | |||
Asset impairment charges | $ 5 | ||||
Advertising and promotional costs | $ 247 | $ 732 | |||
Convertible promissory note [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Anti-dilutive excluded from diluted net loss per share computation | 209,733 | ||||
RENS Technology Inc [Member] | Securities Purchase Agreement [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Payments of financing | $ 20,250 | ||||
Patents [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Estimated useful life of intangible assets | 20 years | ||||
Intellectual Property [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Estimated useful life of intangible assets | 10 years | ||||
Unvested restricted stock awards [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Anti-dilutive excluded from diluted net loss per share computation | 18,450 | 22,200 | |||
Options Held [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Anti-dilutive excluded from diluted net loss per share computation | 400,545 | 367,080 | |||
Warrant [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Anti-dilutive excluded from diluted net loss per share computation | 761,878 | 958,185 | |||
Make-Whole Shares, Warrants [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Anti-dilutive excluded from diluted net loss per share computation | 193,865 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Summary of Inventory | ||
Raw materials | $ 1,997 | $ 1,638 |
Work in process | 1 | 2 |
Finished goods | 167 | 443 |
Inventories, gross | 2,165 | 2,083 |
Less: inventory reserves | (698) | (269) |
Inventories, net | $ 1,467 | $ 1,814 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment, Gross | ||
Total fixed assets | $ 428 | $ 401 |
Less: accumulated depreciation and amortization | (141) | (88) |
Net book value of fixed assets | 287 | 313 |
Furniture, fixtures and equipment [Member] | ||
Property, Plant and Equipment, Gross | ||
Total fixed assets | 116 | 116 |
Computers and software [Member] | ||
Property, Plant and Equipment, Gross | ||
Total fixed assets | 66 | 39 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment, Gross | ||
Total fixed assets | 239 | 239 |
Other [Member] | ||
Property, Plant and Equipment, Gross | ||
Total fixed assets | $ 7 | $ 7 |
Fixed Assets (Details Textuals)
Fixed Assets (Details Textuals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fixed Assets (Textual) | ||
Depreciation and amortization expense | $ 53 | $ 49 |
Reclassifed from prorpety | $ 18 |
Debt (Details)
Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 17, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt (Textual) | |||
Total outstanding balance | $ 400 | ||
Periodic payment | $ 100 | ||
Frequency of payments | Each month in four (4) consecutive installments of $100. | ||
Term note per annum interest rate | The Note bears interest at a rate of 8% per annum and matures (the "Maturity Date") on December 17, 2016. | The Term Note was $100, which was subsequently paid in full on January 7, 2016. | |
Interest rate | 8.00% | 4.50% | |
Maturity date | Dec. 17, 2016 | ||
Debt aggregate principal amount | $ 100 | ||
Convertible promissory note to RENS Agriculture | $ 575 | ||
Conversion price | $ 2.75 |
Prepaid Expenses, Other Curre41
Prepaid Expenses, Other Current Assets and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of prepaid expenses and other current assets | |||
Prepaid insurance | $ 32 | $ 46 | |
Prepaid inventory purchases | 250 | $ 664 | |
Deferred charges(1) | [1] | 217 | |
Other | 24 | $ 35 | |
Total prepaid expenses and other current assets | $ 523 | $ 745 | |
[1] | Deferred charges includes $153 related to the cost of inventory shipped to Cenegenics in May 2015 where revenue was deferred until payment of the commensurate sale is received and deferred financing costs of $65 related to the Purchase Agreement with RENS Technology Inc. The financing cost were reclassified to additional paid-in capital during the first quarter of 2016, upon consummation of the first tranche of the financing with RENS Technology Inc. |
Prepaid Expenses, Other Curre42
Prepaid Expenses, Other Current Assets and Accrued Expenses (Details 1) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of accrued liabilities | |||
Advertising and promotional expense payable | $ 171 | $ 171 | |
Audit fees payable | 64 | 25 | |
Deferred rent | 47 | $ 30 | |
Deferred revenue(1) | [1] | 228 | |
Research & development | 30 | $ 49 | |
Accrued salaries & bonuses | 151 | 92 | |
Consulting fees payable | 2 | 96 | |
Other accrued expenses | 24 | 32 | |
Total accrued expenses | $ 717 | $ 495 | |
[1] | Deferred revenue represents revenue to be recognized in connection with inventory shipped to Cenegenics in May 2015. The shipment was made under a settlement agreement with Cenegenics that included extended payment terms. Accordingly the Company has deferred the revenue until cash is collected from the customer. |
Prepaid Expenses, Other Curre43
Prepaid Expenses, Other Current Assets and Accrued Expenses (Details Textual) $ in Thousands | Dec. 31, 2015USD ($) |
Prepaid expenses other current assets accrued expenses and other current liabilities (Textual) | |
Deferred financing costs | $ 65 |
Shipments to cenegenics | $ 153 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Class of Stock [Line Items] | |||
Shares | 3,552,873 | 3,103,300 | |
Gross Proceeds | $ 6,234 | ||
January 27, 2014 [Member] | |||
Class of Stock [Line Items] | |||
Shares | 631,346 | ||
Gross Proceeds | $ 4,735 | ||
November 19, 2014 [Member] | |||
Class of Stock [Line Items] | |||
Shares | 193,865 | ||
Gross Proceeds | $ 1,816 | ||
May 18, 2015 [Member] | |||
Class of Stock [Line Items] | |||
Shares | [1] | 190,609 | |
Gross Proceeds | $ 1,001 | ||
November 30, 2015 [Member] | |||
Class of Stock [Line Items] | |||
Shares | [2] | 193,865 | |
Gross Proceeds | |||
[1] | Shares issued pursuant to Warrant Exercise Agreements with certain holders of the Series D warrants. For additional information refer to "Note 9 - Warrants." | ||
[2] | Shares issued pursuant to Make-Whole Shares provision of the November 2014 registered offering. |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Nov. 30, 2014 | Nov. 19, 2014 | Feb. 05, 2014 | Jan. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 08, 2016 | Mar. 03, 2016 | May. 18, 2015 | Dec. 22, 2014 |
Stockholders' Equity (Textual) | ||||||||||
Reverse stock split shares outstanding and authorized shares of common stock and preferred stock ratio | 1 for 50 | |||||||||
Common stock, shares authorized | 8,000,000 | 8,000,000 | ||||||||
Preferred stock, shares authorized | 500,000 | 500,000 | ||||||||
Proceeds from issuance of private placement and public offering | $ 7,552 | $ 7,552 | ||||||||
Additional share issued | 193,865 | |||||||||
Private placement offering, net of issuance cost | $ 9 | |||||||||
Common stock, shares issued | 3,552,873 | 3,103,300 | ||||||||
Proceeds from issuance of common stock | $ 6,234 | |||||||||
Private Placement [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Additional share issued | 631,346 | |||||||||
February 25, 2011 [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Additional share issued | 47,351 | |||||||||
Private placement offering, net of issuance cost | $ 4,663 | |||||||||
January 27, 2014 [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Common stock, shares issued | 631,346 | |||||||||
Proceeds from issuance of common stock | $ 4,735 | |||||||||
November 19, 2014 [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Common stock, shares issued | 193,865 | |||||||||
Proceeds from issuance of common stock | $ 1,816 | |||||||||
IPO [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Additional share issued | 193,865 | |||||||||
Common stock, Description | (i) one share of our common stock; (ii) one Series C common stock warrant to purchase 0.75 shares of our common stock; (iii) one Series D common stock warrant to purchase one share of our common stock; and, (iv) one Series E common stock warrant to purchase 0.75 shares of our common stock, at a public offering price of $9.37 per unit. | |||||||||
Series A Warrants [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Number of warrants issued to purchase common stock | 315,676 | |||||||||
Warrant exercise price | $ 15 | |||||||||
Warrants expected term | 3 years | |||||||||
Series B Warrants [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Number of warrants issued to purchase common stock | 157,846 | |||||||||
Warrant exercise price | $ 45 | |||||||||
Warrants expected term | 5 years | |||||||||
Series C Warrants [Member] | IPO [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Warrant exercise price | $ 12 | |||||||||
Series D Warrants [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Number of warrants issued to purchase common stock | 190,609 | |||||||||
Series D Warrants [Member] | IPO [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Warrant exercise price | 9.37 | |||||||||
Shares issued price per share | $ 12 | |||||||||
Warrants expiration, description | Each Series D warrant has an exercise price of $9.37 per share, is immediately exercisable and separately transferable from the shares, may be redeemed by us in the event that the closing price of our stock is $12.00 or above for 20 consecutive trading days. | |||||||||
Series E Warrants [Member] | IPO [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Warrant exercise price | $ 15 | |||||||||
Warrants expiration, description | Each Series E warrant is exercisable only if the Series D warrants are exercised, has an exercise price of $15.00 per share, is exercisable subsequent to the six month anniversary of the date of issuance and separately transferable from the shares and expire on the 90-month anniversary of the date of issuance. | |||||||||
Percentage of gross proceeds from investors | 3.50% | |||||||||
Percentage of placement fee | 7.00% | |||||||||
Minimum [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Common stock, shares authorized | 6,000,000 | 6,000,000 | ||||||||
Preferred stock, shares authorized | 500,000 | |||||||||
Minimum [Member] | Subsequent Event [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Common stock, shares authorized | 8,000,000 | 8,000,000 | ||||||||
Maximum [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Common stock, shares authorized | 300,000,000 | 8,000,000 | ||||||||
Preferred stock, shares authorized | 25,000,000 | |||||||||
Maximum [Member] | Subsequent Event [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Common stock, shares authorized | 12,000,000 | 12,000,000 |
Warrants (Details)
Warrants (Details) - Monte-Carlo Simulation Model [Member] | 12 Months Ended |
Dec. 31, 2015$ / shares | |
Assumptions used to estimate fair value of Make-Whole Shares | |
Volatility | 95.00% |
Risk-Free Interest Rate | 1.47% |
Expected Term in Years | 1 year |
Dividend Rate | 0.00% |
Fair Value of Common Stock Share | $ 9.37 |
Warrants (Details 1)
Warrants (Details 1) - Warrants [Member] | 12 Months Ended |
Dec. 31, 2015 | |
Assumptions used to calculate the incremental fair value of the warrants | |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Assumptions used to calculate the incremental fair value of the warrants | |
Expected volatility | 96.00% |
Risk-free interest rate | 0.02% |
Expected term in years | 0 years |
Maximum [Member] | |
Assumptions used to calculate the incremental fair value of the warrants | |
Expected volatility | 227.00% |
Risk-free interest rate | 1.87% |
Expected term in years | 7 years |
Warrants (Details 2)
Warrants (Details 2) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Warrants [Member] | |||
Summary of warrants issued to private placement stockholders and consultants | |||
Number of Shares Underlying Warrants Originally Granted | 958,185 | 958,185 | |
Shares Underlying Warrants Exchanged, Exercised or Expired | (196,307) | ||
Shares Underlying Warrants Outstanding and Exercisable at December 31, 2015 | 761,878 | ||
Exercise Price | $ 18.35 | ||
Series A Warrants [Member] | |||
Summary of warrants issued to private placement stockholders and consultants | |||
Grant Date | [1] | Jan. 27, 2014 | |
Number of Shares Underlying Warrants Originally Granted | [1] | 315,676 | |
Shares Underlying Warrants Exchanged, Exercised or Expired | [1] | ||
Shares Underlying Warrants Outstanding and Exercisable at December 31, 2015 | [1] | 315,676 | |
Exercise Price | [1] | $ 15 | |
Expiration Term in Years | [1] | 1 year 29 days | |
Series B Warrants [Member] | |||
Summary of warrants issued to private placement stockholders and consultants | |||
Grant Date | [1] | Jan. 27, 2014 | |
Number of Shares Underlying Warrants Originally Granted | [1] | 157,846 | |
Shares Underlying Warrants Exchanged, Exercised or Expired | [1] | ||
Shares Underlying Warrants Outstanding and Exercisable at December 31, 2015 | [1] | 157,846 | |
Exercise Price | [1] | $ 45 | |
Expiration Term in Years | [1] | 3 years 26 days | |
Series C Warrants [Member] | |||
Summary of warrants issued to private placement stockholders and consultants | |||
Grant Date | [2] | Nov. 19, 2014 | |
Number of Shares Underlying Warrants Originally Granted | [2] | 145,399 | |
Shares Underlying Warrants Exchanged, Exercised or Expired | [2] | (142,957) | |
Shares Underlying Warrants Outstanding and Exercisable at December 31, 2015 | [2] | 2,442 | |
Exercise Price | [2] | $ 12 | |
Expiration Term in Years | [2] | 4 years 4 months 17 days | |
Series C Warrants [Member] | Revised [Member] | |||
Summary of warrants issued to private placement stockholders and consultants | |||
Number of Shares Underlying Warrants Originally Granted | [2] | ||
Shares Underlying Warrants Exchanged, Exercised or Expired | [2] | 142,957 | |
Shares Underlying Warrants Outstanding and Exercisable at December 31, 2015 | [2] | 142,957 | |
Exercise Price | [2] | $ 9 | |
Expiration Term in Years | [2] | 4 years 4 months 17 days | |
Series D Warrants [Member] | |||
Summary of warrants issued to private placement stockholders and consultants | |||
Grant Date | [2] | Nov. 19, 2014 | |
Number of Shares Underlying Warrants Originally Granted | [2] | 193,865 | |
Shares Underlying Warrants Exchanged, Exercised or Expired | [2] | (193,865) | |
Shares Underlying Warrants Outstanding and Exercisable at December 31, 2015 | [2] | ||
Exercise Price | [2] | ||
Series E Warrants [Member] | |||
Summary of warrants issued to private placement stockholders and consultants | |||
Grant Date | [2] | Nov. 19, 2014 | |
Number of Shares Underlying Warrants Originally Granted | [2] | 145,399 | |
Shares Underlying Warrants Exchanged, Exercised or Expired | [2] | (145,399) | |
Shares Underlying Warrants Outstanding and Exercisable at December 31, 2015 | [2] | ||
Exercise Price | [2] | ||
Series E Warrants [Member] | Revised [Member] | |||
Summary of warrants issued to private placement stockholders and consultants | |||
Shares Underlying Warrants Exchanged, Exercised or Expired | [2] | 142,957 | |
Shares Underlying Warrants Outstanding and Exercisable at December 31, 2015 | [2] | 142,957 | |
Exercise Price | [2] | $ 9 | |
Expiration Term in Years | [2] | 6 years 4 months 17 days | |
[1] | Issued in connection with the January 27, 2014 private placement transaction. | ||
[2] | Issued in connection with the November 19, 2014 registered-direct public offering, and subsequently revised pursuant to Warrant Exercise Agreements entered into on May 18, 2015. |
Warrants (Details 3)
Warrants (Details 3) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Assumption Used To Value Warrants Using Black Scholes Pricing Model [Abstract] | ||
Number of Shares Underlying Warrants Granted | 958,185 | 958,185 |
Exercise Price | $ 18.35 | |
Series A January 27, 2014 [Member] | ||
Assumption Used To Value Warrants Using Black Scholes Pricing Model [Abstract] | ||
Number of Shares Underlying Warrants Granted | 315,676 | |
Stock Price on Measurement Date | $ 7 | |
Exercise Price | $ 15 | |
Expected Term | 3 years | |
Expected Volatility | 150.00% | |
Dividend Yield | 0.00% | |
Risk Free Rate | 0.76% | |
Series B January 27, 2014 [Member] | ||
Assumption Used To Value Warrants Using Black Scholes Pricing Model [Abstract] | ||
Number of Shares Underlying Warrants Granted | 157,846 | |
Stock Price on Measurement Date | $ 7 | |
Exercise Price | $ 45 | |
Expected Term | 5 years | |
Expected Volatility | 150.00% | |
Dividend Yield | 0.00% | |
Risk Free Rate | 1.61% | |
Series C November 19, 2014 [Member] | ||
Assumption Used To Value Warrants Using Black Scholes Pricing Model [Abstract] | ||
Number of Shares Underlying Warrants Granted | 145,399 | |
Stock Price on Measurement Date | $ 9.37 | |
Exercise Price | $ 12 | |
Expected Term | 5 years 6 months | |
Expected Volatility | 94.60% | |
Dividend Yield | 0.00% | |
Risk Free Rate | 1.64% | |
Repricing Series C May 18, 2015 [Member] | ||
Assumption Used To Value Warrants Using Black Scholes Pricing Model [Abstract] | ||
Number of Shares Underlying Warrants Granted | 142,957 | |
Stock Price on Measurement Date | $ 5.95 | |
Exercise Price | $ 9 | |
Expected Term | 5 years | |
Expected Volatility | 96.34% | |
Dividend Yield | 0.00% | |
Risk Free Rate | 1.46% | |
Series D November 19, 2014 [Member] | ||
Assumption Used To Value Warrants Using Black Scholes Pricing Model [Abstract] | ||
Number of Shares Underlying Warrants Granted | 193,865 | |
Stock Price on Measurement Date | $ 9.37 | |
Exercise Price | $ 9.37 | |
Expected Term | 6 months | |
Expected Volatility | 93.44% | |
Dividend Yield | 0.00% | |
Risk Free Rate | 0.07% | |
Repricing Series D May 18, 2015 [Member] | ||
Assumption Used To Value Warrants Using Black Scholes Pricing Model [Abstract] | ||
Number of Shares Underlying Warrants Granted | 190,609 | |
Stock Price on Measurement Date | $ 5.95 | |
Exercise Price | $ 5.25 | |
Expected Term | 0 months | |
Expected Volatility | 226.56% | |
Dividend Yield | 0.00% | |
Risk Free Rate | 0.02% | |
Series E November 19, 2014 [Member] | ||
Assumption Used To Value Warrants Using Black Scholes Pricing Model [Abstract] | ||
Number of Shares Underlying Warrants Granted | 145,399 | |
Stock Price on Measurement Date | $ 9.37 | |
Exercise Price | $ 15 | |
Expected Term | 7 years 6 months | |
Expected Volatility | 94.60% | |
Dividend Yield | 0.00% | |
Risk Free Rate | 1.64% | |
Repricing Series E May 18, 2015 [Member] | ||
Assumption Used To Value Warrants Using Black Scholes Pricing Model [Abstract] | ||
Number of Shares Underlying Warrants Granted | 142,957 | |
Stock Price on Measurement Date | $ 5.95 | |
Exercise Price | $ 9 | |
Expected Term | 7 years | |
Expected Volatility | 96.34% | |
Dividend Yield | 0.00% | |
Risk Free Rate | 1.87% |
Warrants (Details 4)
Warrants (Details 4) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of activity in warrants | ||
Ending Balance, Shares Under Options | 400,545 | |
Warrant [Member] | ||
Summary of activity in warrants | ||
Beginning Balance, Shares Under Options | 958,185 | |
Warrants granted shares underlying | 958,185 | 958,185 |
Warrants exercised shares underlying | (190,609) | |
Warrants/Options Expired/forfeited, Shares Under Options | (5,698) | |
Ending Balance, Shares Under Options | 761,878 | 958,185 |
Beginning Balance, Weighted Average Exercise Price | $ 18.35 | |
Warrants granted, weighted average exercise price | $ 18.35 | |
Warrants exercised, Weighted Average Exercise Price | 5.25 | |
Warrants expired, Weighted Average Exercise Price | 12.59 | |
Ending Balance, Weighted Average Exercise Price | $ 18.95 | $ 18.35 |
Warrants (Details Textual)
Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | May. 18, 2015 | Nov. 30, 2014 | Nov. 19, 2014 | Jan. 27, 2014 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 31, 2014 | |
Warrants (Textual) | |||||||||
Net of cash fees | $ 916 | ||||||||
Change in fair value of warrants | |||||||||
Estimated fair value of warrants | $ 1,049 | ||||||||
Common stock price, per share | $ 2.22 | ||||||||
Additional share issued | 193,865 | ||||||||
Series A Warrants [Member] | |||||||||
Warrants (Textual) | |||||||||
Number of Shares Underlying Warrants Granted | [1] | 315,676 | |||||||
Number of warrants issued to purchase common stock | 315,676 | ||||||||
Warrant exercise price | $ 15 | ||||||||
Exercise Price | [1] | $ 15 | |||||||
Series B Warrants [Member] | |||||||||
Warrants (Textual) | |||||||||
Number of Shares Underlying Warrants Granted | [1] | 157,846 | |||||||
Number of warrants issued to purchase common stock | 157,846 | ||||||||
Warrant exercise price | $ 45 | ||||||||
Exercise Price | [1] | $ 45 | |||||||
Series D Warrants [Member] | |||||||||
Warrants (Textual) | |||||||||
Number of Shares Underlying Warrants Granted | [2] | 193,865 | |||||||
Number of warrants issued to purchase common stock | 190,609 | ||||||||
Exercise Price | [2] | ||||||||
Aggregate proceeds from issuance of warrants | $ 85 | ||||||||
Unexercised warrants | 3,256 | ||||||||
Change in fair value of warrants | $ 136 | ||||||||
Estimated fair value of warrants | 0 | ||||||||
Series C Warrants [Member] | |||||||||
Warrants (Textual) | |||||||||
Number of Shares Underlying Warrants Granted | [2] | 145,399 | |||||||
Exercise Price | [2] | $ 12 | |||||||
Change in fair value of warrants | 38 | ||||||||
Estimated fair value of warrants | $ 569 | ||||||||
Series E Warrants [Member] | |||||||||
Warrants (Textual) | |||||||||
Number of Shares Underlying Warrants Granted | [2] | 145,399 | |||||||
Exercise Price | [2] | ||||||||
Unexercised warrants | 2,442 | ||||||||
Change in fair value of warrants | $ 51 | ||||||||
Estimated fair value of warrants | $ 653 | ||||||||
Public Offering [Member] | |||||||||
Warrants (Textual) | |||||||||
Number of Shares Underlying Warrants Granted | 484,663 | ||||||||
Common stock price, per share | $ 14.06 | ||||||||
Additional share issued | 193,865 | ||||||||
Public Offering [Member] | Series D Warrants [Member] | |||||||||
Warrants (Textual) | |||||||||
Warrant exercise price | $ 9.37 | ||||||||
Public Offering [Member] | Series C Warrants [Member] | |||||||||
Warrants (Textual) | |||||||||
Warrant exercise price | 12 | ||||||||
Public Offering [Member] | Series E Warrants [Member] | |||||||||
Warrants (Textual) | |||||||||
Warrant exercise price | $ 15 | ||||||||
Private Placement [Member] | |||||||||
Warrants (Textual) | |||||||||
Additional share issued | 631,346 | ||||||||
Minimum [Member] | Series D Warrants [Member] | |||||||||
Warrants (Textual) | |||||||||
Exercise Price | $ 5.25 | ||||||||
Minimum [Member] | Series C Warrants [Member] | |||||||||
Warrants (Textual) | |||||||||
Exercise Price | 9 | ||||||||
Minimum [Member] | Series E Warrants [Member] | |||||||||
Warrants (Textual) | |||||||||
Exercise Price | 9 | ||||||||
Maximum [Member] | Series D Warrants [Member] | |||||||||
Warrants (Textual) | |||||||||
Exercise Price | 9.37 | ||||||||
Maximum [Member] | Series C Warrants [Member] | |||||||||
Warrants (Textual) | |||||||||
Exercise Price | 12 | ||||||||
Maximum [Member] | Series E Warrants [Member] | |||||||||
Warrants (Textual) | |||||||||
Exercise Price | $ 15 | ||||||||
Warrant [Member] | |||||||||
Warrants (Textual) | |||||||||
Number of Shares Underlying Warrants Granted | 958,185 | 958,185 | |||||||
Exercise Price | $ 18.35 | ||||||||
Aggregate proceeds from issuance of warrants | $ 1,001 | ||||||||
Cash fees | 85 | ||||||||
Change in fair value of warrants | $ 225 | ||||||||
Warrant [Member] | Series A January 27, 2014 [Member] | |||||||||
Warrants (Textual) | |||||||||
Number of Shares Underlying Warrants Granted | 315,676 | ||||||||
Exercise Price | $ 15 | ||||||||
Expected Term | 3 years | ||||||||
Warrant [Member] | Series B January 27, 2014 [Member] | |||||||||
Warrants (Textual) | |||||||||
Number of Shares Underlying Warrants Granted | 157,846 | ||||||||
Exercise Price | $ 45 | ||||||||
Expected Term | 5 years | ||||||||
Warrant [Member] | Series C November 19, 2014 [Member] | |||||||||
Warrants (Textual) | |||||||||
Number of Shares Underlying Warrants Granted | 145,399 | ||||||||
Exercise Price | $ 12 | ||||||||
Estimated fair value of warrants | $ 969 | ||||||||
Expected Term | 5 years 6 months | ||||||||
Warrants holders entitle to purchase shares of common stock period, Description | 66-months | ||||||||
Warrant [Member] | Series D November 19, 2014 [Member] | |||||||||
Warrants (Textual) | |||||||||
Number of Shares Underlying Warrants Granted | 193,865 | ||||||||
Exercise Price | $ 9.37 | ||||||||
Estimated fair value of warrants | $ 470 | ||||||||
Expected Term | 6 months | ||||||||
Warrants holders entitle to purchase shares of common stock period, Description | 6-months | ||||||||
Warrant [Member] | Series E November 19, 2014 [Member] | |||||||||
Warrants (Textual) | |||||||||
Number of Shares Underlying Warrants Granted | 145,399 | ||||||||
Exercise Price | $ 15 | ||||||||
Estimated fair value of warrants | $ 1,048 | ||||||||
Warrants holders entitle to purchase shares of common stock period, Description | 90-months | ||||||||
Warrant [Member] | Private Placement [Member] | |||||||||
Warrants (Textual) | |||||||||
Number of Shares Underlying Warrants Granted | 473,522 | ||||||||
Estimated fair value of warrants | $ 2,486 | ||||||||
[1] | Issued in connection with the January 27, 2014 private placement transaction. | ||||||||
[2] | Issued in connection with the November 19, 2014 registered-direct public offering, and subsequently revised pursuant to Warrant Exercise Agreements entered into on May 18, 2015. |
Stock Compensation (Details)
Stock Compensation (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Ending Balance, Shares Under Options | 400,545 | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Beginning Balance, Shares Under Options | 367,080 | 232,320 |
Options granted, Shares Under Options | 108,000 | 146,560 |
Options cancelled, Shares Under Options | (38,940) | (9,000) |
Warrants/Options Expired/forfeited, Shares Under Options | (35,595) | (2,800) |
Ending Balance, Shares Under Options | 400,545 | 367,080 |
Beginning Balance, Weighted Average Exercise Price | $ 14.68 | $ 16.14 |
Options granted, Weighted Average Exercise Price | 12.50 | 11.83 |
Options cancelled, Weighted Average Exercise Price | 12.03 | 7.50 |
Options cancelled/forfeited, Weighted Average Exercise Price | 12.32 | 10 |
Ending Balance, Weighted Average Exercise Price | $ 14.56 | $ 14.68 |
Options Outstanding, Weighted Average Remaining Contractual Term (Years) | 8 years 6 months | 8 years 11 months 23 days |
Options Outstanding, Weighted Average Remaining Contractual Term (Years) | 7 years 9 months 26 days | 8 years 6 months |
Stock Compensation (Details 1)
Stock Compensation (Details 1) - Stock Options [Member] | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Assumption used to value options using Black-scholes model | ||
Expected volatility | 98.00% | |
Weighted average expected volatility | 98.00% | 148.00% |
Expected dividend yield | 0.00% | 0.00% |
Maximum [Member] | ||
Assumption used to value options using Black-scholes model | ||
Risk-free interest rate | 1.69% | 2.84% |
Expected volatility | 151.00% | |
Expected term (years) | 6 years 3 months 18 days | 10 years |
Minimum [Member] | ||
Assumption used to value options using Black-scholes model | ||
Risk-free interest rate | 1.39% | 1.63% |
Expected volatility | 145.00% | |
Expected term (years) | 5 years 9 months 18 days | 5 years 7 months 6 days |
Stock Compensation (Details 2)
Stock Compensation (Details 2) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Summary of option outstanding and exercisable | |
Options outstanding | 400,545 |
Options Exercisable | 273,420 |
$ 7.00 [Member] | |
Summary of option outstanding and exercisable | |
Options Outstanding, Range of Exercise Price | $ / shares | $ 7 |
Options outstanding | 5,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 6 years 7 months 24 days |
Options Exercisable, Range of Exercise Price | $ / shares | $ 7 |
Options Exercisable | 5,000 |
Options Exercisable, Weighted Average Remaining Contractual Life | 6 years 7 months 24 days |
$ 8.60 [Member] | |
Summary of option outstanding and exercisable | |
Options Outstanding, Range of Exercise Price | $ / shares | $ 8.60 |
Options outstanding | 25,375 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 2 months 12 days |
Options Exercisable, Range of Exercise Price | $ / shares | $ 8.60 |
Options Exercisable | 19,875 |
Options Exercisable, Weighted Average Remaining Contractual Life | 8 years 2 months 12 days |
$ 10.00 [Member] | |
Summary of option outstanding and exercisable | |
Options Outstanding, Range of Exercise Price | $ / shares | $ 10 |
Options outstanding | 5,080 |
Options Outstanding, Weighted Average Remaining Contractual Life | 7 years 1 month 10 days |
Options Exercisable, Range of Exercise Price | $ / shares | $ 10 |
Options Exercisable | 5,080 |
Options Exercisable, Weighted Average Remaining Contractual Life | 7 years 1 month 10 days |
$ 11.00 [Member] | |
Summary of option outstanding and exercisable | |
Options Outstanding, Range of Exercise Price | $ / shares | $ 11 |
Options outstanding | 3,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 7 years 7 days |
Options Exercisable, Range of Exercise Price | $ / shares | $ 11 |
Options Exercisable | 3,000 |
Options Exercisable, Weighted Average Remaining Contractual Life | 7 years 7 days |
$ 12.10 [Member] | |
Summary of option outstanding and exercisable | |
Options Outstanding, Range of Exercise Price | $ / shares | $ 12.10 |
Options outstanding | 30,500 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 4 months 10 days |
Options Exercisable, Range of Exercise Price | $ / shares | $ 12.10 |
Options Exercisable | 22,875 |
Options Exercisable, Weighted Average Remaining Contractual Life | 8 years 4 months 10 days |
$ 12.50 [Member] | |
Summary of option outstanding and exercisable | |
Options Outstanding, Range of Exercise Price | $ / shares | $ 12.50 |
Options outstanding | 158,550 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 4 months 6 days |
Options Exercisable, Range of Exercise Price | $ / shares | $ 12.50 |
Options Exercisable | 73,050 |
Options Exercisable, Weighted Average Remaining Contractual Life | 7 years 7 months 10 days |
$ 12.55 [Member] | |
Summary of option outstanding and exercisable | |
Options Outstanding, Range of Exercise Price | $ / shares | $ 12.55 |
Options outstanding | 20,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 4 months 21 days |
Options Exercisable, Range of Exercise Price | $ / shares | $ 12.55 |
Options Exercisable | 5,000 |
Options Exercisable, Weighted Average Remaining Contractual Life | 8 years 4 months 21 days |
$ 13.00 [Member] | |
Summary of option outstanding and exercisable | |
Options Outstanding, Range of Exercise Price | $ / shares | $ 13 |
Options outstanding | 7,300 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 6 months 11 days |
Options Exercisable, Range of Exercise Price | $ / shares | $ 13 |
Options Exercisable | 7,300 |
Options Exercisable, Weighted Average Remaining Contractual Life | 8 years 6 months 11 days |
$ 13.45 [Member] | |
Summary of option outstanding and exercisable | |
Options Outstanding, Range of Exercise Price | $ / shares | $ 13.45 |
Options outstanding | 2,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 5 months 23 days |
Options Exercisable, Range of Exercise Price | $ / shares | $ 13.45 |
Options Exercisable | 500 |
Options Exercisable, Weighted Average Remaining Contractual Life | 8 years 5 months 23 days |
$ 13.50 [Member] | |
Summary of option outstanding and exercisable | |
Options Outstanding, Range of Exercise Price | $ / shares | $ 13.50 |
Options outstanding | 12,740 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 5 months 27 days |
Options Exercisable, Range of Exercise Price | $ / shares | $ 13.50 |
Options Exercisable | 3,740 |
Options Exercisable, Weighted Average Remaining Contractual Life | 8 years 5 months 27 days |
$ 13.75 [Member] | |
Summary of option outstanding and exercisable | |
Options Outstanding, Range of Exercise Price | $ / shares | $ 13.75 |
Options outstanding | 6,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 8 months 5 days |
Options Exercisable, Range of Exercise Price | $ / shares | $ 13.75 |
Options Exercisable | 3,000 |
Options Exercisable, Weighted Average Remaining Contractual Life | 8 years 8 months 5 days |
$ 17.50 [Member] | |
Summary of option outstanding and exercisable | |
Options Outstanding, Range of Exercise Price | $ / shares | $ 17.50 |
Options outstanding | 100,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 7 years 1 month 10 days |
Options Exercisable, Range of Exercise Price | $ / shares | $ 17.50 |
Options Exercisable | 100,000 |
Options Exercisable, Weighted Average Remaining Contractual Life | 7 years 1 month 10 days |
$ 22.50 [Member] | |
Summary of option outstanding and exercisable | |
Options Outstanding, Range of Exercise Price | $ / shares | $ 22.50 |
Options outstanding | 5,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 7 months 17 days |
Options Exercisable, Range of Exercise Price | $ / shares | $ 22.50 |
Options Exercisable | 5,000 |
Options Exercisable, Weighted Average Remaining Contractual Life | 5 years 7 months 17 days |
$ 32.00 [Member] | |
Summary of option outstanding and exercisable | |
Options Outstanding, Range of Exercise Price | $ / shares | $ 32 |
Options outstanding | 15,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 6 months 15 days |
Options Exercisable, Range of Exercise Price | $ / shares | $ 32 |
Options Exercisable | 15,000 |
Options Exercisable, Weighted Average Remaining Contractual Life | 5 years 6 months 15 days |
$ 34.50 [Member] | |
Summary of option outstanding and exercisable | |
Options Outstanding, Range of Exercise Price | $ / shares | $ 34.50 |
Options outstanding | 5,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 6 months 26 days |
Options Exercisable, Range of Exercise Price | $ / shares | $ 34.50 |
Options Exercisable | 5,000 |
Options Exercisable, Weighted Average Remaining Contractual Life | 5 years 6 months 26 days |
Stock Compensation (Details 3)
Stock Compensation (Details 3) - Restricted Stock Issuances [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning Balance, Shares | 22,200 | 32,450 |
Shares granted, Shares | 66,099 | 13,200 |
Shares vested, Shares | (68,849) | (13,450) |
Shares forfeited, Shares | (1,000) | (10,000) |
Ending Balance, Shares | 18,450 | 22,200 |
Beginning Balance, Weighted Average Grant Date Share Price | $ 14.95 | $ 14.96 |
Shares granted, Weighted Average Grant Date Share Price | 2.73 | 7.79 |
Shares vested, Weighted Average Grant Date Share Price | 4.91 | 14.10 |
Shares forfeited, Weighted Average Grant Date Share Price | 7.50 | 7 |
Ending Balance, Weighted Average Grant Date Share Price | $ 9.09 | $ 14.95 |
Stock Compensation (Details 4)
Stock Compensation (Details 4) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | $ 931 | $ 1,691 |
Research and development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | 99 | 123 |
Selling, general and administrative expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | $ 832 | $ 1,568 |
Stock Compensation (Details Tex
Stock Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Warrants, Options, Equity Incentive Plan and Stock Issuances (Textual) | |||
Options outstanding | 400,545 | ||
Weighted average grant date fair value | $ 5.22 | $ 10.62 | |
Share-based Compensation | $ 931 | $ 1,691 | |
2012 Equity Incentive Plan [Member] | |||
Warrants, Options, Equity Incentive Plan and Stock Issuances (Textual) | |||
Number of shares authorized for issuance | 550,000 | ||
Common stock reserved for issuance | 114,356 | ||
Options outstanding | 30,000 | ||
Vested options, Weighted average remaining contractual life | 7 years 4 months 24 days | ||
Vested options Weighted average exercise price, per share | $ 15.55 | ||
Weighted average unvested restricted stock remaining term | 1 year 4 months 24 days | ||
Aggregate unrecognized compensation expense of options | $ 764 | ||
2012 Equity Incentive Plan [Member] | Minimum [Member] | |||
Warrants, Options, Equity Incentive Plan and Stock Issuances (Textual) | |||
Vesting terms range | 0 years | ||
2012 Equity Incentive Plan [Member] | Maximum [Member] | |||
Warrants, Options, Equity Incentive Plan and Stock Issuances (Textual) | |||
Vesting terms range | 3 years | ||
Stock Options [Member] | |||
Warrants, Options, Equity Incentive Plan and Stock Issuances (Textual) | |||
Options outstanding | 400,545 | 367,080 | 232,320 |
Number of shares non-vested | 155,895 | ||
Number of shares vested | 273,420 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income tax expense | ||
Current provision | $ 2 | $ (748) |
Deferred provision | ||
Income tax provision (benefit) | $ 2 | $ (748) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Income Taxes [Abstract] | ||
Federal net operating losses | $ 5,335 | $ 3,997 |
State net operating losses | 394 | 160 |
Stock options | 1,043 | 1,104 |
Federal tax credit | 110 | 110 |
Amortization | 478 | 507 |
Depreciation | (1) | (12) |
Contributions | 13 | 13 |
Other | 297 | 120 |
Total gross deferred tax assets/(liabilities) | 7,669 | 5,999 |
Less valuation allowance | $ (7,669) | $ (5,999) |
Net deferred tax assets/(liabilities) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Statutory federal income tax rate and the effective rate reconciliation | ||
Federal statutory tax benefit | $ (1,726) | $ (1,770) |
Sale of NJ NOL/credits | (495) | |
Permanent differences | $ 306 | 136 |
Research and development | (110) | |
State taxes | $ 1 | 1 |
Valuation allowance | $ 1,421 | 2,074 |
Stock compensation | (584) | |
Income tax provision (benefit) | $ 2 | $ (748) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes (Textual) | ||
U.S. federal income tax rate | 34.00% | |
Valuation allowances | $ 7,669 | $ 5,999 |
State net operating loss carry-forwards, gross | 394 | 160 |
Federal net operating loss carry-forwards, gross | $ 5,335 | 3,997 |
Federal and state net operating loss carry-forwards, Expiration date | Dec. 31, 2027 | |
Federal tax credit | $ 110 | 110 |
Federal research and development credits, Expiration date | Dec. 31, 2023 | |
Federal and state income tax examination, description | The federal and state income tax returns of the company for 2012, 2013 and 2014 are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. | |
Federal [Member] | ||
Income Taxes (Textual) | ||
Federal net operating loss carry-forwards, gross | $ 15,700 | |
State [Member] | ||
Income Taxes (Textual) | ||
State net operating loss carry-forwards, gross | $ 6,600 | |
New Jersey State [Member] | ||
Income Taxes (Textual) | ||
Valuation allowance operating losses, net | 8,890 | |
Unused research and development tax credits | 15 | |
Proceeds form tax credit, net of commissions | $ 750 |
Commitments and Contingencies62
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Summary of future minimum lease payments under the non-cancelable operating lease | |
2,016 | $ 152 |
2,017 | 181 |
2,018 | 187 |
2,019 | 191 |
Total | $ 711 |
Commitments and Contingencies63
Commitments and Contingencies (Details Textual) € in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015EUR (€) | Dec. 31, 2014EUR (€) | |
Commitments and Contingencies (Textual) | ||||
Rent expense | $ 225 | $ 75 | ||
Prepaid expenses and other current assets | $ 523 | 745 | ||
Lease expiration date | Dec. 31, 2019 | |||
Percentage of matching contribution of employer | 100.00% | |||
Description of matching contribution of defined contribution plan | The Company's matching contribution is equal to 100 percent on the first four percent of a participant's compensation which is deferred as an elective deferral. | |||
Matching contribution, amount | $ 49 | 26 | ||
Renewal term of agreement | We have two options to renew our lease for an additional three years each. | |||
Term of lease | 5 years | |||
Product liability insurance | The Company currently maintains products liability insurance of $5 million per-occurrence and a $10 million annual aggregate coverage. | |||
Supply Agreement [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Minimum purchase obligations under the agreement, 2015 | $ 2,135 | € 1,957 | ||
Minimum purchase obligations under the agreement, 2016 | 1,885 | € 1,728 | ||
Minimum purchase obligations under the agreement | 250 | € 229 | ||
Prepaid expenses and other current assets | $ 250 | $ 664 | ||
Expiration date of agreement | Dec. 31, 2016 | |||
Renewal term of agreement | May be renewed for additional one-year periods unless terminated by either party by giving a ninety day notice before the expiration of the current term. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 01, 2015 | Dec. 31, 2015 | Dec. 17, 2015 |
Related Party Transactions (Textual) | |||
Unsecured promissory note principal amount | $ 575 | ||
Interest rate | 4.50% | 8.00% | |
Conversion price | $ 2.75 | ||
Muscle Longevity LLC [Member] | |||
Related Party Transactions (Textual) | |||
Consulting fees | $ 16 |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Mar. 03, 2016 | Mar. 08, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 22, 2014 | Feb. 05, 2014 |
Subsequent Events (Textual) | ||||||
Common stock, shares authorized | 8,000,000 | 8,000,000 | ||||
Minimum [Member] | ||||||
Subsequent Events (Textual) | ||||||
Common stock, shares authorized | 6,000,000 | 6,000,000 | ||||
Maximum [Member] | ||||||
Subsequent Events (Textual) | ||||||
Common stock, shares authorized | 8,000,000 | 300,000,000 | ||||
Subsequent Event [Member] | ||||||
Subsequent Events (Textual) | ||||||
Purchase agreement, Description | (i) to increase the Company's authorized shares of common stock from 8,000,000 to 12,000,000 and (ii) to provide for the classification of the Company's Board into three classes of directors with staggered three-year terms of office. | |||||
Subsequent Event [Member] | Minimum [Member] | ||||||
Subsequent Events (Textual) | ||||||
Common stock, shares authorized | 8,000,000 | 8,000,000 | ||||
Subsequent Event [Member] | Maximum [Member] | ||||||
Subsequent Events (Textual) | ||||||
Common stock, shares authorized | 12,000,000 | 12,000,000 |