Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 30, 2017 | Jun. 30, 2016 | |
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, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
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 | $ 9.9 | ||
Entity Common Stock, Shares Outstanding | 5,844,372 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 1,866 | $ 879 |
Accounts receivable, net | 8 | 406 |
Inventories, net | 1,862 | 1,467 |
Prepaid expenses and other current assets | 85 | 523 |
Total current assets | 3,821 | 3,275 |
Fixed assets, net | 233 | 287 |
Intangible assets, net | 1,907 | 1,780 |
Total assets | 5,961 | 5,342 |
Current liabilities: | ||
Accounts payable | 226 | 328 |
Accrued expenses and other current liabilities | 417 | 717 |
Convertible note | 575 | |
Term note | 100 | |
Total current liabilities | 643 | 1,720 |
Contract liability | 117 | |
Total liabilities | 643 | 1,837 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $.001 par value; 500,000 shares authorized; no shares issued and outstanding | ||
Common stock, $.001 par value; 12,000,000 shares authorized at December 31, 2016 and 8,000,000 at December 31, 2015; 5,344,372 and 3,552,873 shares issued and outstanding at December 31, 2016 and 2015, respectively | 5 | 4 |
Additional paid-in capital | 33,099 | 26,946 |
Accumulated deficit | (27,786) | (23,445) |
Total stockholders' equity | 5,318 | 3,505 |
Total liabilities and stockholders' equity | $ 5,961 | $ 5,342 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
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 | 12,000,000 | 8,000,000 |
Common stock, shares issued | 5,344,372 | 3,552,873 |
Common stock, shares outstanding | 5,344,372 | 3,552,873 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statements of Operations [Abstract] | ||
Net revenues | $ 327 | $ 159 |
Cost of sales (excludes amortization of acquired intangibles) | 319 | 780 |
Gross profit (loss) | 8 | (621) |
Operating expenses | ||
Selling, marketing and research | 846 | 521 |
Personnel and benefits | 1,548 | 1,556 |
Share-based compensation | 392 | 930 |
General and administrative | 1,275 | 1,224 |
Amortization of acquired intangibles | 210 | 210 |
Loss on asset impairment | 44 | |
Total operating expenses | 4,315 | 4,441 |
Operating loss | (4,307) | (5,062) |
Other income (expense): | ||
Interest income | 1 | 1 |
Interest expense | (35) | (15) |
Total other expense | (34) | (14) |
Loss before income taxes | (4,341) | (5,076) |
Income tax provision | (2) | |
Net loss | (4,341) | (5,078) |
Deemed dividend resulting from warrant modification | (225) | |
Net loss per share attributable to common shareholders: | $ (4,341) | $ (5,303) |
Net loss per share attributable to common shareholders: | ||
Basic and diluted | $ (0.90) | $ (1.64) |
Weighted average number of common shares outstanding: | ||
Basic and diluted | 4,806 | 3,240 |
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, 2014 | $ 6,736 | $ 3 | $ 25,100 | $ (18,367) |
Beginning 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 | |||
Proceeds from issuance of common stock, net | 5,141 | $ 1 | 5,140 | |
Proceeds from issuance of common stock, net, shares | 1,500,000 | |||
Shares issued to Board of Directors for services | 117 | $ 0 | 117 | |
Shares issued to Board of Directors for services, shares | 65,639 | |||
Vesting of options | 275 | 275 | ||
Vesting of options, shares | ||||
Shares issued upon conversion of convertible note | 621 | $ 0 | 621 | |
Shares issued upon conversion of convertible note, shares | 225,860 | |||
Net loss | (4,341) | (4,341) | ||
Ending Balance at Dec. 31, 2016 | $ 5,318 | $ 5 | $ 33,099 | $ (27,786) |
Ending Balance, shares at Dec. 31, 2016 | 5,344,372 |
Consolidated Statement of Chan6
Consolidated Statement of Changes in Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
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, 2016 | Dec. 31, 2015 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (4,341) | $ (5,078) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 54 | 53 |
Amortization | 210 | 210 |
Change in contract liability | (117) | 16 |
Provision for inventory reserve | 107 | 697 |
Bad debt expense / (reversal of allowance) | (390) | |
Stock-based compensation | 392 | 930 |
Impairment charge | 44 | |
Changes in operating assets and liabilities: | ||
Decrease in accounts receivable | 398 | 966 |
Increase in inventories | (501) | (350) |
Decrease in prepaid expenses and other current assets | 437 | 222 |
(Increase) decrease in accounts payable and accrued expenses | (356) | 471 |
Net cash used in operating activities | (3,673) | (2,252) |
Cash Flows From Investing Activities: | ||
Purchase of capitalized software | (380) | |
Purchases of fixed assets | (1) | (27) |
Net cash used in investing activities | (381) | (27) |
Cash Flows From Financing Activities: | ||
Proceeds from issuance of common stock, net | 5,141 | |
Note borrowings | 575 | |
Proceeds from exercise of warrants, net | 916 | |
Borrowings under revolving note | 400 | |
Repayments of term note | (100) | (300) |
Net cash provided by financing activities | 5,041 | 1,591 |
Net increase (decrease) in cash | 987 | (688) |
Cash at beginning of year | 879 | 1,567 |
Cash at end of year | 1,866 | 879 |
Cash paid during the year for: | ||
Interest | 13 | |
Income taxes, net of refunds | 4 | |
Supplemental schedule of non-cash investing and financing activities: | ||
Incremental fair value resulting from warrant modification | 225 | |
Conversion of revolving note to term note | 400 | |
Shares issued under Make-Whole Share provision | 430 | |
Issuance of common stock upon conversion of convertible note | $ 621 |
Nature of Operations, Basis of
Nature of Operations, Basis of Presentation and Liquidity | 12 Months Ended |
Dec. 31, 2016 | |
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. There were no sales to MHP in 2016 and we do not expect any orders from MHP in 2017. 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 distributed 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 recorded the revenue and cost of sales when the related payment was received in 2016. The distribution agreement with Cenegenics expired in December 2016. As of December 31, 2016 we recognized all of the deferred revenue. We do not expect any orders from Cenegenics in 2017. During the second quarter of 2015 we launched Rē Muscle Health TM On March 1, 2017 the Company announced the upcoming launch of Qurr, its Fortetropin®-powered product line formulated to support the vital role of muscle in overall well-being as well as in fitness. The introduction of Qurr's muscle-focused, natural, over-the-counter products will make the Qurr line available through convenient direct online ordering without a prescription. All Qurr products are blended with Fortetropin®, MYOS' proprietary ingredient which has been clinically demonstrated to reduce serum myostatin levels, which helps increase muscle size and lean body mass. MYOS' earlier product formulations featuring Fortetropin® have become part of the daily routine of many athletes and fit-conscious people. Qurr is a line of flavored puddings, powders, and shakes all proven to be safe for daily use. 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 would 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 would close within six months of the closing of the first tranche, the Purchaser would acquire 925,926 Shares and 231,481 Warrants (the “Second Warrant”) for $5.0 million. In the third tranche, which was to 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. 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. On December 17, 2016 the convertible note and accrued interest was converted into 225,860 shares at $2.74 per share. For additional information on the convertible note with Gan Ren refer to “NOTE 6 – Debt – Convertible Note.” The first tranche of the Financing was completed on March 3, 2016. The Company used 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. On August 19, 2016, the Purchaser notified the Company that it did not intend to fulfill its obligation to fund the second tranche of the Financing, notwithstanding its confirmation to the Company in June 2016 that the Purchaser would provide such funding in accordance with the terms of the Purchase Agreement. The Purchase Agreement provides that in the event that the Purchaser notifies the Company that it does not intend to fund the Second Closing Subscription Amount, the Purchaser is required to take all requisite action to cause the resignation or removal of one of its designees on the Board of Directors of the Company. Pursuant to the terms of the Purchase Agreement, effective August 23, 2016, Guiying Zhao resigned as a director of the Company. In addition, the Purchaser’s Rights terminated, effective August 19, 2016. On January 6, 2017, the Company commenced an action in the Supreme Court of New York, County of New York, against RENS Technology, Inc., RENS Agriculture Science & Technology Co., Ltd (“RENS Agriculture”), the parent company of RENS Technology, and Ren Ren, a principal in both entities and a director of the Company, arising from RENS Technology’s breach of a Securities Purchase Agreement under which RENS Technology agreed to invest an aggregate of $20.25 million in the Company in exchange for an aggregate of 3,537,037 shares of common stock of the Company and warrants to purchase an aggregate of 884,259 shares of common stock. In addition to seeking compensatory, consequential and other damages in the action, the Company asked the Court to preliminarily restrain RENS Technology and its agents and representatives, including, but not limited to, RENS Agriculture and Ren Ren, from selling, transferring, conveying, assigning, hypothecating or encumbering 1,500,000 shares of common stock of the Company and a warrant permitting the purchase of 375,000 shares at a price of $7.00 per share that RENS Technology had purchased under the Securities Purchase Agreement and, after the parties had an opportunity to submit opposition and reply papers in connection with the Company’s application, a preliminary injunction prohibiting RENS Technology from selling, transferring, conveying, assigning, hypothecating or encumbering the 1,500,000 shares and warrant during the pendency of the action and an order attaching the stock and warrant to satisfy any judgment entered in favor of the Company. On January 11, 2017, the Court granted the Company the preliminary restraints that it requested, which prevents RENS Technology, among others, from selling, transferring, conveying, assigning, hypothecating or encumbering the 1,500,000 shares of the Company’s common stock or the aforementioned warrant. The Court scheduled a hearing on February 14, 2017, at which time the Court heard oral argument on the application for a preliminary injunction and prejudgment attachment of the stock and warrants to satisfy any judgment entered in favor of the Company. Since then, RENS Technology filed a motion to dismiss the complaint which the Company has opposed. No decision has been made by the Court on these two pending applications. Going Concern The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles, which contemplates continuation of the Company as a going concern. The Company has suffered recurring losses from operations and incurred a net loss of approximately $4,341,000 for the year ended December 31, 2016. As of the filing date of this Form 10-K, management believes that there may not be sufficient capital resources from operations and existing financing arrangements in order to meet operating expenses and working capital requirements for the next twelve months, primarily due to the failure of RENS Technology Inc. to fund the required amounts. These facts raise substantial doubt about the Company’s ability to continue as a going concern. Accordingly, we are evaluating various alternatives, including reducing operating expenses, securing additional financing through debt or equity securities to fund future business activities and other strategic alternatives. There can be no assurance that the Company will be able to generate the level of operating revenues in its business plan, or if additional sources of financing will be available on acceptable terms, if at all. If no additional sources of financing are available, our future operating prospects may be adversely affected. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
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. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications did not have a material impact on the reported results of operations. 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 ten consecutive quarters, and has only recently launched its QURR 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 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, 2016 and 2015, 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. As part of our ongoing liquidity assessments management evaluates our cash, cash equivalents. The amount of funds held in bank can fluctuate due to the timing of receipts and payments in the ordinary course of business and due to other reasons, such as business-development activities so the Company may have exposure to cash in excess of FDIC 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. 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. 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. There was no such expense recorded in 2016. At December 31, 2016 and 2015, the Company had the following concentrations of net accounts receivable with customers: December 31, December 31, 2016 2015 Cenegenics $ - $ 400 Direct-to-consumer 8 6 Subtotal 8 406 Allowance for doubtful accounts - - Accounts receivable, net $ 8 $ 406 For the years ended December 31, 2016 and 2015, the Company had the following concentrations of revenues with customers: December 31, 2016 2015 MHP 0 % 36 % Cenegenics 50 % 0 % Inventories, net Inventories are valued at the lower of cost or market, with cost determined on a first in, first-out basis. Each quarter the Company evaluates the need for a change in the inventory reserve based on sales and expiration dates of products. 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. 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. We did not consider any of our fixed assets to be impaired during the years ended December 31, 2016 and 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 ten 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, we tested the intellectual property for impairment in the fourth quarter of 2016 and determined that the asset value was recoverable and therefore no impairment was recognized. W e had impairment losses recorded during the years ended December 31, 2016 and 2015 of $44 and $-0-, respectively. 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. During the years ended December 31, 2016 and 2015, the Company recorded impairment losses of $44 and $0, respectively. The impairment losses were related to the write-off of capitalized patent costs due to the unlikelihood of certain patents being issued. Intangible assets at December 31, 2016 and December 31, 2015 consisted of the following: December 31, December 31, (In thousand $) 2016 2015 Intangibles with finite lives: Intellectual property $ 2,101 $ 2,101 Website - qurr.com 380 - Less: accumulated amortization (574 ) (365 ) Total intangibles with finite lives: 1,907 1,736 Intangibles with indefinite lives: Patent costs 44 44 Less: impairment charge on patent costs (44 ) - Total intangibles with indefinite lives: - 44 Total intangible assets, net $ 1,907 $ 1,780 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 $172 and $247 for the years ended December 31, 2016 and 2015, respectively. For the year ended December 31, 2016, advertising and promotional costs consisted primarily of marketing costs for our Rē Muscle Health products, and for the year ended December 31, 2015, 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. During the years ended December 31, 2016 and 2015, the Company incurred research and development expenses of $-0- and $858 respectively. 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, 2016 and 2015, respectively. Stock-based Compensation 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. 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 Inputs that utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 Inputs that utilize observable quoted prices for similar assets and liabilities in active markets and observable quoted prices for identical or similar assets in markets that are not very active. Level 3: Inputs that utilize unobservable inputs and include valuations of assets or liabilities for which there is little, if any, market activity. 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, 2016 and 2015, the Company’s financial instruments consist primarily of cash and cash equivalents, 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, 2016 and 2015, 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, 2016 excluded from the diluted net loss per share computation because their inclusion would be anti-dilutive were 1,449,308, which includes warrants to purchase an aggregate 1,136,878 shares of common stock, options to purchase an aggregate of 300,340 shares of common stock, and unvested restricted stock awards of 53,857 shares of common stock. 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 1,632,963, which includes up to 193,865 Make-Whole Shares (See NOTE 9 – Warrants), warrants to purchase an aggregate 761,878 shares of common stock, options to purchase an aggregate of 400,545 shares of common stock and unvested restricted stock awards of 18,450 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 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, 2016 and 2015, 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, 2016 | |
Recent Accounting Pronouncements [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2017-04, Simplifying the Test for Goodwill, which accomplishes exactly what its title indicates by eliminating the second step in the current goodwill impairment calculation. Currently there is a two-step process for determining the amount of any goodwill impairment. In Step 1 an entity determines if the carrying value of the reporting unit (for which goodwill has been recorded) exceeds the fair value of the reporting unit. If the calculation in Step 1 indicates that the carrying value of a reporting unit for which goodwill has been recorded exceeds the fair value, the entity would have to determine the implied fair value of the reporting unit’s goodwill. An impairment would be recorded to the extent that the goodwill carrying value exceeded the implied fair value of goodwill at the reporting date. The amount of any goodwill impairment must take into consideration the effects of income taxes for any tax deductible goodwill. The effective date to adopt the ASU is for fiscal years beginning after December 15, 2019. The ASU is to be applied prospectively. Early adoption is permitted. The Company has evaluated the impact of the updated guidance and has determined that the adoption of ASU 2017-04 is not expected to have a significant impact on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force).” The amendments in this Update relate to eight specific types of cash receipts and cash payments which current GAAP either is unclear or does not include specific guidance on the cash flow classification issues. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company will adopt the provisions of this ASU for its fiscal year beginning January 1, 2017. The adoption of ASU 2016-15 does not expect to have a significant impact on its consolidated financial statements. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606), Narrow Scope Improvements and Practical Expedients.” The amendments in ASU 2016-12 affect only the narrow aspects of Topic 606 that are outlined in ASU 2016-12. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements of Update 2015-14, which is discussed above. The Company has evaluated the impact of the updated guidance and has determined that the adoption of ASU 2016-12 is not expected to have a significant impact on its consolidated financial statements. In April 2016, the FASB issued ASU 2016-10 “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing.” The amendments in this Update affect entities with transactions included within the scope of Topic 606. The scope of that Topic includes entities that enter into contracts with customers to transfer goods or services (that are an output of the entity’s ordinary activities) in exchange for consideration. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements of Update 2015-14, which is discussed above. The Company has evaluated the impact of the updated guidance and has determined that the adoption of ASU 2016-10 is not expected to have a significant impact on its consolidated financial statements. In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee share-Based Payment Accounting (ASU 2016-09”). ASU 216-09 provides guidance designed to simplify several aspects of the accounting for share-based payment transactions, including guidance relating to accounting for income taxes with respect to share-based payment awards; providing generally that excess tax benefits related to share-based awards should be recorded as a reduction to income tax expense (currently, excess tax benefits generally are recorded to additional-paid-in-capital); providing generally that excess tax benefits related to share-based awards should be classified along with other income tax cash flows as an operating activity (currently, excess tax benefits generally are separated from other income tax cash flows and classified as a financing activity); providing that an entity may make an accounting policy election either to base compensation cost accruals on the number of awards expected to vest (as required by current guidance) or to account for forfeitures when they occur; modifying the current exception to liability classification such that partial cash settlement of an award for tax withholding purposes would not result, by itself, in liability classification of the award if the amount withheld does not exceed the maximum statutory tax rate in the employees' applicable jurisdictions (currently, an award cannot qualify for equity classification, rather than liability classification, if the amount withheld exceeds the minimum statutory withholding requirements); and providing that cash paid by an employer when directly withholding shares for tax withholding purposes should be classified as a financing activity on the statement of cash flows (currently there is no authoritative guidance addressing this classification issue). The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted (if early adoption occurs in an interim period, any adjustments will be reflected as of the beginning of the fiscal year that includes the interim period). Depending on the particular issue addressed by the guidance, application of the guidance will be made prospectively, retrospectively or subject to a retrospective transition method. We are currently evaluating the potential impact of adopting this guidance on the Company's results of operations, cash flows and financial position. 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 accounting principles generally accepted in the U.S. (“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 In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”) ASU 2015-17requires that deferred tax assets and liabilities be classified as noncurrent in a classified statement of financial position. The amendments in this Update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented and is effective for periods beginning after December 15, 2016. The Company has evaluated the impact of the updated guidance and has determined that the adoption of ASU 2015-17 does not expect to have a significant impact on its consolidated financial statements. 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. The Company has evaluated the impact of the updated guidance and has determined that the adoption of ASU 2015-17 is not expected to have a significant impact on its consolidated financial statements. 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. The Company has evaluated the impact of the updated guidance and has determined that the adoption of ASU 2015-03 does not expect to have an impact on its 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 December 31, 2016. Early application is permitted. The Company has evaluated the impact of the updated guidance and has disclosed the impact in the footnotes on its consolidated financial statements 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, 2016 | |
Inventories, Net [Abstract] | |
INVENTORIES, NET | NOTE 4 – INVENTORIES, NET Inventories, net at December 31, 2016 and 2015 consisted of the following: (In thousand $) December 31, December 31, Raw materials $ 2,378 $ 1,997 Work in process 5 1 Finished goods 188 167 2,571 2,165 Less: inventory reserves (709 ) (698 ) Inventories, net $ 1,862 $ 1,467 |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2016 | |
Fixed Assets [Abstract] | |
FIXED ASSETS | NOTE 5 – FIXED ASSETS Fixed assets at December 31, 2016 and 2015 consisted of the following: (In thousand $) December 31, December 31, Furniture, fixtures and equipment $ 116 $ 116 Computers and software 66 66 Leasehold improvements 239 239 Other 7 7 Total fixed assets 428 428 Less: accumulated depreciation and amortization (195 ) (141 ) Net book value of fixed assets $ 233 $ 287 Depreciation and amortization expense was $54 and $53 for the years ended December 31, 2016 and 2015, respectively. Repairs and maintenance costs are expensed as incurred. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
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 accrued interest at a rate of 8% per annum and matured on December 17, 2016. On December 17, 2016, the Note and accrued interest of $46 were automatically converted into 225,864 shares of Common Stock at $2.75 per share. 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, Accrued Expen
Prepaid Expenses, Accrued Expenses, Other Current Assets and Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Prepaid Expenses Other Current Assets And Accrued Expenses [Abstract] | |
PREPAID EXPENSES, ACCRUED EXPENSES, OTHER CURRENT ASSETS AND LIABILITIES | NOTE 7 - PREPAID EXPENSES, ACCRUED EXPENSES, OTHER CURRENT ASSETS AND LIABILITIES 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, 2016 and 2015 consisted of the following: (In thousand $) December 31, December 31, Prepaid insurance $ 27 $ 32 Prepaid inventory purchases 1 250 Deferred charges (1) - 217 Other 57 24 Total prepaid expenses and other current assets $ 85 $ 523 (1) Deferred charges at December 31,2015 includes $153 related to the cost of inventory shipped to Cenegenics in May 2015 where revenue was deferred until payment of the commensurate sale was received and recognized in 2016 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 and Other Current Liabilities Accrued expenses and other current liabilities 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 and other current liabilities at December 31, 2016 and 2015 consisted of the following: (In thousand $) December 31, December 31, Advertising and promotional expense payable $ 171 $ 171 Professional fees 88 64 Deferred rent 40 47 Deferred revenue (1) 56 228 Research & development - 30 Accrued salaries & bonuses 15 151 Consulting fees 47 2 Other accrued expenses - 24 Total accrued expenses $ 417 $ 717 (1) Deferred revenue represents revenue to be recognized in the future in connection with inventory shipped. In October 2016 we received a purchase order along with $56 in cash. The sale was deferred as product was shipped in 2017. In May 2015 revenue for a sale to Cenegenics was deferred until the cash was collected in January 2016 and recognized for the shipment made under a settlement agreement with Cenegenics that included extended payment terms. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8 - STOCKHOLDERS’ EQUITY Preferred Stock Rights Effective February 14, 2017, the Board of Directors declared a dividend of one right for each of the Company’s issued and outstanding shares of common stock, $0.001 par value per share. The dividend was paid to the stockholders of record at the close of business on February 24, 2017. Each Right entitles the registered holder, upon the occurrence of certain events specified in the Rights Agreement to purchase from the Company one one-thousandth of a share of the Company’s Series A Preferred Stock at a price of $7.00, subject to certain adjustments. The description and terms of the Rights are set forth in the Rights Agreement dated as of February 14, between the Company and Island Stock Transfer, as Rights Agent. Increase in Number of Authorized Shares 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, 2016 and 2015, the Company has received aggregate gross proceeds of $6,251 from these offerings as follows: (In thousand $) Gross Date Shares Proceeds May 18, 2015 190,609 (1) 1,001 November 30, 2015 193,865 (2) - March 6, 2016 1,500,000 (3) 5,250 1,884,474 $ 6,251 (1) Shares issued pursuant to Warrant Exercise Agreements with certain holders of the Series D warrants. (2) Shares issued pursuant to Make-Whole Shares provision of the November 2014 registered offering. (3) Shares issued pursuant to the closing of the first tranche of the Financing with RENS Technology Inc. on March 3, 2016. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Warrants [Abstract] | |
WARRANTS | NOTE 9 – WARRANTS 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. On March 3, 2016, the Company completed the first tranche of the Financing, pursuant to which the Purchaser acquired a warrant to purchase 375,000 shares of common stock. The warrant is immediately exercisable upon issuance, will expire five years after issuance and has an exercise price of $7.00 per share. The First Closing Warrant was determined to have an estimated aggregate fair value of $480 at issuance. The following table summarizes information about outstanding and exercisable warrants at December 31, 2016: Shares Underlying Shares Warrants Number of Underlying Outstanding Shares Warrants and Underlying Exchanged, Exercisable Warrants Exercised at Expiration Originally or December 31, Exercise Term Description Grant Date Granted Expired 2016 Price in years Series A (1) January 27, 2014 315,676 - 315,676 $ 15.00 .08 Series B (1) January 27, 2014 157,846 - 157,846 $ 45.00 2.07 Series C (2) November 19, 2014 145,399 (142,957 ) 2,442 $ 12.00 3.38 142,957 142,957 $ 9.00 3.38 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 5.38 Rens (3) March 3, 2016 375,000 - 375,000 $ 7.00 2.31 1,333,185 (196,307 ) 1,136,878 (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. (3) Shares issued pursuant to the closing of the first tranche of the Financing with RENS Technology Inc. on March 3, 2016. The following table summarizes the activities in warrants for the years ended December 31, 2016 and 2015: Shares Underlying Warrants Average 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 Warrants granted 375,000 2.31 Balance at December 31, 2016 1,136,878 $ 15.01 The following table summarizes the assumptions used to value the warrants at the issuance date using the Black-Scholes option pricing model: Number of Shares Stock Grant / Underlying Price on Modification Warrants Measurement Exercise Expected Expected Dividend Risk Free Description Date Granted Date Price Term Volatility Yield 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 % Rens Technology 3/3/2016 375,000 $ 7.00 $ 7.00 4.00 96.34 % 0.00 % 1.87 % |
Stock Compensation
Stock Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Stock Compensation [Abstract] | |
STOCK COMPENSATION | NOTE 10 - STOCK COMPENSATION Equity Incentive Plan The Company increased the number of shares available for issuance under its 2012 Equity Incentive Plan (as amended, the “Plan”) from 550,000 to 850,000 in November 2016, which was approved by the Company’s shareholders in December 2016. The plan provides for the issuance of up to 850,000 shares. 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, 2016, the remaining shares of common stock available for future issuances of awards was 543,606. The Company granted an aggregate of 30,000 options to purchase restricted common stock to certain directors prior to the adoption of the Plan. St Stock Options The following table summarizes stock option activity for the years ended December 31, 2016 and 2015: Weighted Weighted Average Shares Average Remaining Under Exercise Contractual Options Price Term (Years) Balance at December 31, 2014 367,080 $ 14.68 8.50 Options granted 108,000 12.50 Options cancelled (38,940 ) 12.50 Options forfeited (35,595 ) 12.03 Balance at December 31, 2015 400,545 $ 14.56 7.82 Options cancelled (65,455 ) 13.14 Options forfeited (34,750 ) 12.51 300,340 $ 15.09 6.71 The weighted average grant date fair value of stock options granted during 2015 was $5.22. The following table summarizes the assumptions used to value stock options granted in 2015 using a Black-Scholes model: 2015 Risk-free interest rate 1.39%-1.69% Expected volatility 98% Weighted average expected volatility 98% Expected term (years) 5.8-6.3 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 prices. At December 31, 2016 and 2015, the exercisable options had no intrinsic value. The following table summarizes information about options outstanding and exercisable at December 31, 2016 that were granted under the Plan: Options Outstanding Options Exercisable Weighted Average Weighted Average Options Remaining Options Remaining Exercise Outstanding Contractual Life Exercise Exercisable Contractual Life $ 7.00 5,000 5.40 $ 7.00 5,000 5.40 $ 8.60 22,000 7.19 $ 8.60 22,000 7.19 $ 10.00 5,040 6.11 $ 10.00 5,040 6.11 $ 11.00 3,000 6.02 $ 11.00 3,000 6.02 $ 12.10 30,500 7.35 $ 12.10 30,500 7.35 $ 12.50 94,800 7.42 $ 12.50 53,050 6.94 $ 13.45 2,000 7.47 $ 13.45 1,000 7.47 $ 13.50 12,000 7.49 $ 13.50 6,000 7.49 $ 13.75 6,000 7.67 $ 13.75 6,000 7.67 $ 17.50 100,000 6.11 $ 17.50 100,000 6.11 $ 32.00 15,000 4.54 $ 32.00 15,000 4.54 $ 34.50 5,000 4.57 $ 34.50 5,000 4.57 300,340 251,590 As of December 31, 2016, 251,590 options have vested and 48,750 options remain unvested. The vesting terms range from zero to 4.5 years and the vested options have a weighted average remaining term of 6.7 years and a weighted average exercise price of $15.09 per share. Restricted Stock The following table summarizes restricted stock awards activity for the years ended December 31, 2016 and 2015: Weighted Average Grant Date Shares Share Price 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 Granted 70,639 2.08 Vested (30,232 ) 5.40 Forfeited (5,000 ) 2.27 Restricted stock awards unvested at December 31, 2016 53,857 $ 2.74 At December 31, 2016, the weighted-average remaining vesting period of unvested restricted stock awards was 2.74 years. Stock-Based Compensation: Stock-based compensation was $392 and $931 for the years ended December 31, 2016 and 2015, respectively. Stock-based compensation consists of expenses related to the issuance of stock options and restricted stock. The aggregate unrecognized compensation expense of stock options and restricted stock at December 31, 2016 was $251, which will be recognized through January 2019. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 11 - INCOME TAXES Income tax expense for the years ended December 31, 2016 and 2015 is shown as follows: December 31, December 31, (In thousand $) 2016 2015 Current provision $ - $ 2 Deferred provision - - Total tax provision (benefit) $ - $ 2 The significant components of the Company's deferred tax assets and liabilities at December 31, 2016 and 2015 are as follows: December 31, December 31, (In thousand $) 2016 2015 Federal net operating losses $ 6,714 $ 5,335 State net operating losses 635 394 Stock options 1,043 1,043 Federal tax credit 190 110 Amortization 448 478 Depreciation 11 (1 ) Contributions 21 13 Other 392 297 Total gross deferred tax assets/(liabilities) 9,454 7,669 Less valuation allowance (9,454 ) (7,669 ) Net deferred tax assets/(liabilities) $ - $ - The net deferred tax asset as of the years ended December 31, 2016 and 2015 remains fully offset by a valuation due to the Company’s history of losses. The income tax benefit for the year ended December 31, 2016 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 $) 2016 2015 Federal statutory tax benefit $ (1,568 ) $ (1,726 ) Permanent differences 103 306 State taxes 1 1 Valuation allowance 1,464 1,421 Income tax provision (benefit) $ - $ 2 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. At December 31, 2016, the Company had approximately $19.7 million of gross federal net operating loss carry-forwards. At December 31, 2016, the Company had approximately $10.6 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 $190 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 2016 and 2015. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies/ Legal Proceedings [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, 2016, 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 2017 $ 69 2018 71 2019 72 Total $ 212 Rent expense including common area maintenance charges and taxes for the years ended December 31, 2016 and 2015 was $72 and $225, 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 $26 and $49 for the years ended December 31, 2016 and 2015, respectively. Supply Agreement On November 18, 2016, the Company entered into an Amended Supply Agreement with DIL Technologie GmbH (“ DIL ”). Pursuant to the agreement (and so long as the agreement is effective), DIL will manufacture and supply the Company with Fortetropin®, the active ingredient for its products, and the Company will purchase quantities of Fortetropin® from DIL in its discretion. DIL will manufacture the formula exclusively for the Company in perpetuity, and may not manufacture the formula for other entities (but may manufacture it for its own non-commercial research). The Company agreed, commencing January 2017, to pay DIL €10,000 per month for collaborative research. The monthly payments terminate upon the earlier of: (a) the date that the Company orders additional product in accordance with the terms of the agreement and (b) December 31, 2018, and the Company has no further financial obligations to DIL thereafter. The Company also agreed to pay DIL €400,000 in satisfaction of all prior liabilities and obligations under its prior agreements with DIL. The agreement expires on December 31, 2018, and the Company has the unilateral right to renew the agreement for subsequent one-year terms. 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, 2016 and 2015, the Company had not recorded any accruals for product liability claims. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
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 then greater than 5% beneficial owner of our common stock. Under the terms of the agreement, Muscle Longevity LLC then 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 was paid a consulting fee of $16 per month. The agreement was terminated in October 2016. 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 accrued interest at a rate of 8% per annum and matured (the “Maturity Date”) on December 17, 2016. On the Maturity Date, the Note and accrued interest of $46 were automatically converted into 225,864 shares of Common Stock at $2.75 per share. 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. (See Note 14 - Legal Proceedings) |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies/ Legal Proceedings [Abstract] | |
LEGAL PROCEEDINGS | NOTE 14 – LEGAL PROCEEDINGS On January 6, 2017, the Company commenced an action in the Supreme Court of New York, County of New York, against RENS Technology, Inc. ("the Purchaser"), RENS Agriculture, the parent company of the Purchaser, and Ren Ren, a principal in both entities and a director of the Company, arising from the Purchaser's breach of a Securities Purchase Agreement under which the Purchaser agreed to invest an aggregate of $20.25 million in the Company in exchange for an aggregate of 3,537,037 shares of common stock of the Company and warrants to purchase an aggregate of 884,259 shares of common stock. In addition to seeking compensatory, consequential and other damages in the action, the Company asked the Court to preliminarily restrain the Purchaser and its agents and representatives, including, but not limited to, RENS Agriculture and Ren Ren, from selling, transferring, conveying, assigning, hypothecating or encumbering 1,500,000 shares of common stock of the Company and a warrant permitting the purchase of 375,000 share at a price of $7.00 per share that the Purchaser had purchased under the Securities Purchase Agreement and, after the parties had an opportunity to submit opposition and reply papers in connection with the Company's application, a preliminary injunction prohibiting the Purchaser from selling, transferring, conveying, assigning, hypothecating or encumbering the 1,500,000 shares and warrant during the pendency of the action and an order attaching the stock and warrant to satisfy any judgment entered in favor of the Company. On January 11, 2017, the Court granted the Company the preliminary restraints that it requested, which prevents RENS Technology, among others, from selling, transferring, conveying, assigning, hypothecating or encumbering the 1,500,000 shares of the Company’s common stock or the aforementioned warrant. The Court scheduled a hearing on February 14, 2017, at which time the Court heard oral argument on the application for a preliminary injunction and prejudgment attachment of the stock and warrants to satisfy any judgment entered in favor of the Company. Since then, RENS Technology filed a motion to dismiss the complaint which the Company has opposed. No decision has been made by the Court on these two pending applications. On October 27, 2016, Cutler Holdings, L.L.C. (“Cutler”) filed a complaint in the Superior Court of New Jersey alleging that the Company failed to make certain rental payments. On March 30, 2017, the Company entered into a settlement agreement with Cutler, pursuant to which Cutler released the Company from any liability for the claims asserted in the complaint. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS Legal Proceedings On January 6, 2017, the Company commenced an action in the Supreme Court of New York, County of New York, against RENS Technology, Inc. (See Note 14) Registered Direct Offering On February 3, 2017, the Company entered into a securities purchase agreement with an institutional investor providing for the issuance and sale by the Company of 500,000 shares of common stock, in a registered direct offering at a purchase price of $4.25 per share, for gross proceeds of $2.125 million. The offering closed on February 8, 2017. Preferred Stock Purchase Rights Effective February 14, 2017, the Board of Directors declared a dividend of one right for each of the Company’s issued and outstanding shares of common stock, $0.001 par value per share. The dividend will be paid to the stockholders of record at the close of business on February 24, 2017. Each Right entitles the registered holder, subject to the terms of the Rights Agreement to purchase from the Company one one-thousandth of a share of the Company’s Series A Preferred Stock at a price of $7.00), subject to certain adjustments. The description and terms of the Rights are set forth in the Rights Agreement dated as of February 14, 2017 between the Company and Island Stock Transfer, as Rights Agent. At-the-Market Offering On February 21, 2017, the Company entered into a sales Agreement with H.C. Wainwright & Co., LLC which establishes an at-the-market equity program pursuant to which the Company may offer and sell up to $6.0 million of its shares of common stock from time to time through H.C. Wainwright. As of the filing date of this Form 10-K, no shares have been sold under this program. Settlement of Lawsuit On March 30, 2017, the Company entered into a settlement agreement with Cutler, pursuant to which Cutler released the Company from any liability for the claims asserted in the complaint. (See Note 14) |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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. |
Reclassification of Prior Year Presentation | Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications did not have a material impact on the reported results of operations. |
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 ten consecutive quarters, and has only recently launched its QURR 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 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, 2016 and 2015, 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. As part of our ongoing liquidity assessments management evaluates our cash, cash equivalents. The amount of funds held in bank can fluctuate due to the timing of receipts and payments in the ordinary course of business and due to other reasons, such as business-development activities so the Company may have exposure to cash in excess of FDIC 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. 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. 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. There was no such expense recorded in 2016. At December 31, 2016 and 2015, the Company had the following concentrations of net accounts receivable with customers: December 31, December 31, 2016 2015 Cenegenics $ - $ 400 Direct-to-consumer 8 6 Subtotal 8 406 Allowance for doubtful accounts - - Accounts receivable, net $ 8 $ 406 For the years ended December 31, 2016 and 2015, the Company had the following concentrations of revenues with customers: December 31, 2016 2015 MHP 0 % 36 % Cenegenics 50 % 0 % |
Inventories, net | Inventories, net Inventories are valued at the lower of cost or market, with cost determined on a first in, first-out basis. Each quarter the Company evaluates the need for a change in the inventory reserve based on sales and expiration dates of products. |
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. 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. We did not consider any of our fixed assets to be impaired during the years ended December 31, 2016 and 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 ten 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, we tested the intellectual property for impairment in the fourth quarter of 2016 and determined that the asset value was recoverable and therefore no impairment was recognized. W e had impairment losses recorded during the years ended December 31, 2016 and 2015 of $44 and $-0-, respectively. 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. During the years ended December 31, 2016 and 2015, the Company recorded impairment losses of $44 and $0, respectively. The impairment losses were related to the write-off of capitalized patent costs due to the unlikelihood of certain patents being issued. Intangible assets at December 31, 2016 and December 31, 2015 consisted of the following: December 31, December 31, (In thousand $) 2016 2015 Intangibles with finite lives: Intellectual property $ 2,101 $ 2,101 Website - qurr.com 380 - Less: accumulated amortization (574 ) (365 ) Total intangibles with finite lives: 1,907 1,736 Intangibles with indefinite lives: Patent costs 44 44 Less: impairment charge on patent costs (44 ) - Total intangibles with indefinite lives: - 44 Total intangible assets, net $ 1,907 $ 1,780 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 $172 and $247 for the years ended December 31, 2016 and 2015, respectively. For the year ended December 31, 2016, advertising and promotional costs consisted primarily of marketing costs for our Rē Muscle Health products, and for the year ended December 31, 2015, 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. During the years ended December 31, 2016 and 2015, the Company incurred research and development expenses of $-0- and $858 respectively. |
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, 2016 and 2015, respectively. |
Stock-based Compensation | Stock-based Compensation 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. |
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 Inputs that utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 Inputs that utilize observable quoted prices for similar assets and liabilities in active markets and observable quoted prices for identical or similar assets in markets that are not very active. Level 3: Inputs that utilize unobservable inputs and include valuations of assets or liabilities for which there is little, if any, market activity. 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, 2016 and 2015, the Company’s financial instruments consist primarily of cash and cash equivalents, 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, 2016 and 2015, 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, 2016 excluded from the diluted net loss per share computation because their inclusion would be anti-dilutive were 1,449,308, which includes warrants to purchase an aggregate 1,136,878 shares of common stock, options to purchase an aggregate of 300,340 shares of common stock, and unvested restricted stock awards of 53,857 shares of common stock. 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 1,632,963, which includes up to 193,865 Make-Whole Shares (See NOTE 9 – Warrants), warrants to purchase an aggregate 761,878 shares of common stock, options to purchase an aggregate of 400,545 shares of common stock and unvested restricted stock awards of 18,450 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 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, 2016 and 2015, 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 Accoun24
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Concentration Risk [Line Items] | |
Schedule of intangible assets | December 31, December 31, (In thousand $) 2016 2015 Intangibles with finite lives: Intellectual property $ 2,101 $ 2,101 Website - qurr.com 380 - Less: accumulated amortization (574 ) (365 ) Total intangibles with finite lives: 1,907 1,736 Intangibles with indefinite lives: Patent costs 44 44 Less: impairment charge on patent costs (44 ) - Total intangibles with indefinite lives: - 44 Total intangible assets, net $ 1,907 $ 1,780 |
Accounts receivable [Member] | |
Concentration Risk [Line Items] | |
Schedule of concentrations of net accounts receivable with customers | December 31, December 31, 2016 2015 Cenegenics $ - $ 400 Direct-to-consumer 8 6 Subtotal 8 406 Allowance for doubtful accounts - - Accounts receivable, net $ 8 $ 406 |
Revenues [Member] | |
Concentration Risk [Line Items] | |
Schedule of concentrations of net accounts receivable with customers | December 31, 2016 2015 MHP 0 % 36 % Cenegenics 50 % 0 % |
Inventories, Net (Tables)
Inventories, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventories, Net [Abstract] | |
Summary of inventory | (In thousand $) December 31, December 31, Raw materials $ 2,378 $ 1,997 Work in process 5 1 Finished goods 188 167 2,571 2,165 Less: inventory reserves (709 ) (698 ) Inventories, net $ 1,862 $ 1,467 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fixed Assets [Abstract] | |
Schedule of fixed assets | (In thousand $) December 31, December 31, Furniture, fixtures and equipment $ 116 $ 116 Computers and software 66 66 Leasehold improvements 239 239 Other 7 7 Total fixed assets 428 428 Less: accumulated depreciation and amortization (195 ) (141 ) Net book value of fixed assets $ 233 $ 287 |
Prepaid Expenses, Accrued Exp27
Prepaid Expenses, Accrued Expenses, Other Current Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 $ 27 $ 32 Prepaid inventory purchases 1 250 Deferred charges (1) - 217 Other 57 24 Total prepaid expenses and other current assets $ 85 $ 523 |
Summary of accrued expenses and other current liabilities | (In thousand $) December 31, December 31, Advertising and promotional expense payable $ 171 $ 171 Professional fees 88 64 Deferred rent 40 47 Deferred revenue (1) 56 228 Research & development - 30 Accrued salaries & bonuses 15 151 Consulting fees 47 2 Other accrued expenses - 24 Total accrued expenses $ 417 $ 717 (1) Deferred revenue represents revenue to be recognized in the future in connection with inventory shipped. In October 2016 we received a purchase order along with $56 in cash. The sale was deferred as product was shipped in 2017. In May 2015 revenue for a sale to Cenegenics was deferred until the cash was collected in January 2016 and recognized for the shipment made under a settlement agreement with Cenegenics that included extended payment terms. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity [Abstract] | |
Schedule of periodical gross proceeds from private placements | (In thousand $) Gross Date Shares Proceeds May 18, 2015 190,609 (1) 1,001 November 30, 2015 193,865 (2) - March 6, 2016 1,500,000 (3) 5,250 1,884,474 $ 6,251 (1) Shares issued pursuant to Warrant Exercise Agreements with certain holders of the Series D warrants. (2) Shares issued pursuant to Make-Whole Shares provision of the November 2014 registered offering. (3) Shares issued pursuant to the closing of the first tranche of the Financing with RENS Technology Inc. on March 3, 2016. |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Warrants [Abstract] | |
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 | Shares Underlying Shares Warrants Number of Underlying Outstanding Shares Warrants and Underlying Exchanged, Exercisable Warrants Exercised at Expiration Originally or December 31, Exercise Term in Description Grant Date Granted Expired 2016 Price Exercise 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 Rens (3) March 3, 2016 375,000 - 375,000 $ 7.00 2.31 1,333,185 (196,307 ) 1,136,878 (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. (3) Shares issued pursuant to the closing of the first tranche of the Financing with RENS Technology Inc. on March 3, 2016. |
Summary of warrants activities | Shares Underlying Warrants Average 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 Warrants granted 375,000 2.31 Balance at December 31, 2016 1,136,878 $ 15.01 |
Summary of assumptions used to value warrants using Black-Scholes option pricing model | Number of Shares Stock Grant / Underlying Price on Modification Warrants Measurement Exercise Expected Expected Dividend Risk Free Description Date Granted Date Price Term Volatility Yield 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 % Rens Technology 3/3/2016 375,000 $ 7.00 $ 7.00 4.00 96.34 % 0.00 % 1.87 % |
Stock Compensation (Tables)
Stock Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 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 Granted 70,639 2.08 Vested (30,232 ) 5.40 Forfeited (5,000 ) 2.27 Restricted stock awards unvested at December 31, 2016 58,857 $ 2.74 |
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 ) 12.50 Options forfeited (35,595 ) 12.03 Balance at December 31, 2015 400,545 $ 14.56 7.82 Options cancelled (64,705 ) 13.14 Options forfeited (34,750 ) 12.51 301,090 $ 15.09 6.71 |
Summary of assumptions used to value stock options granted using a Black-Scholes model | 2016 2015 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 Outstanding Contractual Life Exercise Exercisable Contractual Life $ 7.00 5,000 5.40 $ 7.00 5,000 5.40 $ 8.60 22,000 7.19 $ 8.60 22,000 7.19 $ 10.00 5,040 6.11 $ 10.00 5,040 6.11 $ 11.00 3,000 6.02 $ 11.00 3,000 6.02 $ 12.10 30,500 7.35 $ 12.10 30,500 7.35 $ 12.50 94,800 7.42 $ 12.50 53,050 6.94 $ 13.45 2,000 7.47 $ 13.45 1,000 7.47 $ 13.50 12,000 7.49 $ 13.50 6,000 7.49 $ 13.75 6,000 7.67 $ 13.75 6,000 7.67 $ 17.50 100,000 6.11 $ 17.50 100,000 6.11 $ 32.00 15,000 4.54 $ 32.00 15,000 4.54 $ 34.50 5,000 4.57 $ 34.50 5,000 4.57 300,340 251,590 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Summary of income tax expense | December 31, December 31, (In thousand $) 2016 2015 Current provision $ - $ 2 Deferred provision - - Total tax provision (benefit) $ - $ 2 |
Components of deferred tax assets and liabilities | December 31, December 31, (In thousand $) 2016 2015 Federal net operating losses $ 6,714 $ 5,335 State net operating losses 635 394 Stock options 1,043 1,043 Federal tax credit 190 110 Amortization 448 478 Depreciation 11 (1 ) Contributions 21 13 Other 392 297 Total gross deferred tax assets/(liabilities) 9,454 7,669 Less valuation allowance (9,454 ) (7,669 ) Net deferred tax assets/(liabilities) $ - $ - |
Summary of statutory federal income tax rate and the effective rate reconciliation | December 31, December 31, (In thousand $) 2016 2015 Federal statutory tax benefit $ (1,568 ) $ (1,726 ) Permanent differences 103 306 State taxes 1 1 Valuation allowance 1,464 1,421 Income tax provision (benefit) $ - $ 2 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies/ Legal Proceedings [Abstract] | |
Summary of future minimum lease payments under the non-cancellable operating lease | (In thousand $) Years Ended December 31, Amount 2017 $ 69 2018 71 2019 72 Total $ 212 |
Nature of Operations, Basis o33
Nature of Operations, Basis of Presentation and Liquidity (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 03, 2017 | Jan. 06, 2017 | Dec. 17, 2015 | Dec. 17, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 14, 2017 | Jan. 11, 2017 |
Nature of Operations, Basis of Presentation and Liquidity (Textual) | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||
Convertible note | $ 575 | $ 575 | ||||||
U.S. Sales to MHP | 57 | |||||||
Net loss | $ (4,341) | $ (5,078) | ||||||
Common Stock [Member] | ||||||||
Nature of Operations, Basis of Presentation and Liquidity (Textual) | ||||||||
Aggregate common shares | 1,500,000 | |||||||
Subsequent Events [Member] | ||||||||
Nature of Operations, Basis of Presentation and Liquidity (Textual) | ||||||||
Aggregate common shares | 500,000 | |||||||
Common stock, par value | $ 0.001 | |||||||
Share price | $ 4.25 | |||||||
RENS Technology Inc. [Member] | ||||||||
Nature of Operations, Basis of Presentation and Liquidity (Textual) | ||||||||
Conversion price | $ 2.75 | |||||||
RENS Technology Inc. [Member] | Subsequent Events [Member] | ||||||||
Nature of Operations, Basis of Presentation and Liquidity (Textual) | ||||||||
Common stock or warrant for legal | 1,500,000 | 1,500,000 | ||||||
Securities Purchase Agreement [Member] | ||||||||
Nature of Operations, Basis of Presentation and Liquidity (Textual) | ||||||||
Securities close date, description | The Purchaser would purchase the Securities in three tranches over twenty-four months. | |||||||
Securities Purchase Agreement [Member] | RENS Technology Inc. [Member] | ||||||||
Nature of Operations, Basis of Presentation and Liquidity (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 | |||||||
Number of converted shares | 225,860 | |||||||
Conversion price | $ 2.74 | |||||||
Securities Purchase Agreement [Member] | RENS Technology Inc. [Member] | Subsequent Events [Member] | ||||||||
Nature of Operations, Basis of Presentation and Liquidity (Textual) | ||||||||
Payments of financing | $ 20,250 | |||||||
Aggregate common shares | 3,537,037 | |||||||
Aggregate purchase of warrants to common stock | 884,259 | |||||||
Share price | $ 7 | |||||||
Common stock or warrant for legal | 375,000 | |||||||
Securities Purchase Agreement [Member] | RENS Technology Inc. [Member] | Subsequent Events [Member] | Common Stock [Member] | ||||||||
Nature of Operations, Basis of Presentation and Liquidity (Textual) | ||||||||
Common stock or warrant for legal | 1,500,000 | |||||||
Securities Purchase Agreement [Member] | RENS Technology Inc. [Member] | Subsequent Events [Member] | Warrant [Member] | ||||||||
Nature of Operations, Basis of Presentation and Liquidity (Textual) | ||||||||
Common stock or warrant for legal | 1,500,000 | |||||||
Securities Purchase Agreement [Member] | RENS Technology Inc. [Member] | First tranche [Member] | ||||||||
Nature of Operations, Basis of Presentation and Liquidity (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. | |||||||
Exercise price of warrants | $ 7 | |||||||
Securities Purchase Agreement [Member] | RENS Technology Inc. [Member] | Second tranche [Member] | ||||||||
Nature of Operations, Basis of Presentation and Liquidity (Textual) | ||||||||
Purchaser acquired, shares | 925,926 | |||||||
Warrants acquired | 231,481 | |||||||
Purchaser acquired, value | $ 5,000 | |||||||
Securities close date, description | In the second tranche, which would close within six months of the closing of the first tranche. | |||||||
Exercise price of warrants | $ 10.80 | |||||||
Securities Purchase Agreement [Member] | RENS Technology Inc. [Member] | Third tranche [Member] | ||||||||
Nature of Operations, Basis of Presentation and Liquidity (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 was to close within eighteen months of the closing of the second tranche. | |||||||
Exercise price of warrants | $ 18 | |||||||
Purchaser right description | 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. | |||||||
Cenegenics [Member] | ||||||||
Nature of Operations, Basis of Presentation and Liquidity (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 $100 per month from January 2015 through April 2016) in full satisfaction of Cenegenics's outstanding obligations with respect to units of product produced by the Company, including units that had not yet been shipped to Cenegenics at the time of the settlement agreement. |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of concentrations of net accounts receivable with customers | ||
Subtotal | $ 8 | $ 406 |
Allowance for doubtful accounts | ||
Accounts receivable, net | 8 | 406 |
Cenegenics [Member] | ||
Schedule of concentrations of net accounts receivable with customers | ||
Subtotal | 400 | |
Direct-to-consumer [Member] | ||
Schedule of concentrations of net accounts receivable with customers | ||
Subtotal | $ 8 | $ 6 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details 1) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cenegenics [Member] | ||
Concentration Risk [Line Items] | ||
Total Concentration Risk, Percentage Total | 50.00% | 0.00% |
MHP [Member] | ||
Concentration Risk [Line Items] | ||
Total Concentration Risk, Percentage Total | 0.00% | 36.00% |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Intangibles with finite lives: | ||
Less: accumulated amortization | $ (574) | $ (365) |
Total intangibles with finite lives: | 1,907 | 1,736 |
Intangibles with indefinite lives: | ||
Total intangibles with indefinite lives: | 44 | |
Less: impairment charge on patent costs | (44) | |
Total intangible assets, net | 1,907 | 1,780 |
Intellectual property [Member] | ||
Intangibles with finite lives: | ||
Intangibles with finite lives | 2,101 | 2,101 |
Website - qurr.com [Member] | ||
Intangibles with finite lives: | ||
Intangibles with finite lives | 380 | |
Patent costs [Member] | ||
Intangibles with indefinite lives: | ||
Total intangibles with indefinite lives: | $ 44 | $ 44 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2014 | Apr. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2011 | |
Summary of Significant Accounting Policies (Textual) | |||||
Bad debt expense | $ (390) | ||||
Allowance for doubtful accounts | |||||
Estimated useful lives of fixed assets | 3 to 7 years | ||||
Intellectual property asset, fair value | $ 2,000 | ||||
Estimated useful life of intangible assets | 10 years | ||||
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 | 1,449,308 | 1,632,963 | |||
Impairment losses | $ 44 | ||||
Research and development expenses | 0 | 858 | |||
Advertising and promotional costs | 172 | 247 | |||
Cenegenics allowance for doubtful accounts [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Bad debt expense | 390 | ||||
Patents [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Estimated useful life of intangible assets | 20 years | ||||
Impairment losses | $ 44 | $ 0 | |||
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 | 53,857 | 18,450 | |||
Stock option [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Anti-dilutive excluded from diluted net loss per share computation | 300,340 | 400,545 | |||
Warrants [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Anti-dilutive excluded from diluted net loss per share computation | 1,136,878 | 761,878 | |||
Make-Whole Shares [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, 2016 | Dec. 31, 2015 |
Summary of Inventory | ||
Raw materials | $ 2,378 | $ 1,997 |
Work in process | 5 | 1 |
Finished goods | 188 | 167 |
Inventories, gross | 2,571 | 2,165 |
Less: inventory reserves | (709) | (698) |
Inventories, net | $ 1,862 | $ 1,467 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Summary of Fixed assets | ||
Total fixed assets | $ 428 | $ 428 |
Less: accumulated depreciation and amortization | (195) | (141) |
Net book value of fixed assets | 233 | 287 |
Furniture, fixtures and equipment [Member] | ||
Summary of Fixed assets | ||
Total fixed assets | 116 | 116 |
Computers and software [Member] | ||
Summary of Fixed assets | ||
Total fixed assets | 66 | 66 |
Leasehold improvements [Member] | ||
Summary of Fixed assets | ||
Total fixed assets | 239 | 239 |
Other [Member] | ||
Summary of Fixed assets | ||
Total fixed assets | $ 7 | $ 7 |
Fixed Assets (Details Textual)
Fixed Assets (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fixed Assets (Textual) | ||
Depreciation and amortization expense | $ 54 | $ 53 |
Debt (Details)
Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 17, 2015 | Dec. 17, 2016 | Dec. 31, 2015 | Dec. 31, 2016 |
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 description | The Term Note was $100, which was subsequently paid in full on January 7, 2016. | |||
Accrued interest rate | 8.00% | 4.50% | ||
Debt aggregate amount | $ 100 | |||
Convertible promissory note to RENS Agriculture | $ 575 | $ 575 | ||
Convertible Note [Member] | ||||
Debt (Textual) | ||||
Term note per annum interest rate description | The Note bears interest at a rate of 8% per annum and matured on December 17, 2016. | |||
Accrued interest rate | 8.00% | |||
Maturity date | Dec. 17, 2016 | |||
Conversion price | $ 2.75 | |||
Accrued interest | $ 46 | |||
Common stock converted | 225,864 |
Prepaid Expenses, Accrued Exp42
Prepaid Expenses, Accrued Expenses, Other Current Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of prepaid expenses and other current assets | |||
Prepaid insurance | $ 27 | $ 32 | |
Prepaid inventory purchases | 1 | 250 | |
Deferred charges | [1] | 217 | |
Other | 57 | 24 | |
Total prepaid expenses and other current assets | $ 85 | $ 523 | |
[1] | Deferred charges at December 31,2015 includes $153 related to the cost of inventory shipped to Cenegenics in May 2015 where revenue was deferred until payment of the commensurate sale was received and recognized in 2016 and deferred financing costs of $65 related to the Financing. The Financing cost were reclassified to additional paid-in capital during the first quarter of 2016, upon consummation of the first tranche of the Financing. |
Prepaid Expenses, Accrued Exp43
Prepaid Expenses, Accrued Expenses, Other Current Assets and Liabilities (Details 1) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of accrued expenses and other current liabilities | |||
Advertising and promotional expense payable | $ 171 | $ 171 | |
Professional fees | 88 | 64 | |
Deferred rent | 40 | 47 | |
Deferred revenue | [1] | 56 | 228 |
Research & development | 30 | ||
Accrued salaries & bonuses | 15 | 151 | |
Consulting fees | 47 | 2 | |
Other accrued expenses | 24 | ||
Total accrued expenses | $ 417 | $ 717 | |
[1] | Deferred revenue represents revenue to be recognized in the future in connection with inventory shipped. In October 2016 we received a purchase order along with $56 in cash. The sale was deferred as product was shipped in 2017. In May 2015 revenue for a sale to Cenegenics was deferred until the cash was collected in January 2016 and recognized for the shipment made under a settlement agreement with Cenegenics that included extended payment terms. |
Prepaid Expenses, Accrued Exp44
Prepaid Expenses, Accrued Expenses, Other Current Assets and Liabilities (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | ||
Oct. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Prepaid Expenses, Accrued Expenses, Other Current Assets and Liabilities (Textual) | |||
Cost of inventory shipped to cenegenics | $ 153 | ||
Deferred financing costs | $ 65 | ||
Received purchase order | $ 56 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Class of Stock [Line Items] | |||
Shares | 5,344,372 | 3,552,873 | |
Gross Proceeds | $ 5,141 | ||
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Shares | 1,884,474 | ||
Gross Proceeds | $ 6,251 | ||
Common Stock [Member] | May 18, 2015 [Member] | |||
Class of Stock [Line Items] | |||
Shares | [1] | 190,609 | |
Gross Proceeds | $ 1,001 | ||
Common Stock [Member] | November 30, 2015 [Member] | |||
Class of Stock [Line Items] | |||
Shares | [2] | 193,865 | |
Gross Proceeds | |||
Common Stock [Member] | March 6, 2016 [Member] | |||
Class of Stock [Line Items] | |||
Shares | [3] | 1,500,000 | |
Gross Proceeds | $ 5,250 | ||
[1] | Shares issued pursuant to Warrant Exercise Agreements with certain holders of the Series D warrants. | ||
[2] | Shares issued pursuant to Make-Whole Shares provision of the November 2014 registered offering. | ||
[3] | Shares issued pursuant to the closing of the first tranche of the Financing with RENS Technology Inc. on March 3, 2016. |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Feb. 14, 2017 | Feb. 03, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 08, 2016 |
Stockholders' Equity (Textual) | |||||
Common stock, shares authorized | 12,000,000 | 8,000,000 | |||
Proceeds from issuance of private placement and public offering | $ 6,251 | $ 6,251 | |||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Subsequent Events [Member] | |||||
Stockholders' Equity (Textual) | |||||
Common stock, par value | $ 0.001 | ||||
Series A preferred stock purchase right, description | The Company agreed, commencing January 2017, to pay DIL 10,000 per month for collaborative research. The monthly payments terminate upon the earlier of: (a) the date that the Company orders additional product in accordance with the terms of the agreement and (b) December 31, 2018, and the Company has no further financial obligations to DIL thereafter. The Company also agreed to pay DIL 400,000 in satisfaction of all prior liabilities and obligations under its prior agreements with DIL. | ||||
Series A Preferred Stock [Member] | Subsequent Events [Member] | |||||
Stockholders' Equity (Textual) | |||||
Series A preferred stock purchase right, description | Each Right entitles the registered holder, upon the occurrence of certain events specified in the Rights Agreement to purchase from the Company one one-thousandth of a share of the Company's Series A Preferred Stock at a price of $7.00, subject to certain adjustments. | ||||
Minimum [Member] | |||||
Stockholders' Equity (Textual) | |||||
Common stock, shares authorized | 8,000,000 | ||||
Maximum [Member] | |||||
Stockholders' Equity (Textual) | |||||
Common stock, shares authorized | 12,000,000 |
Warrants (Details)
Warrants (Details) - Warrants [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Assumptions used to calculate incremental fair value of the warrants | |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Assumptions used to calculate incremental fair value of the warrants | |
Expected volatility | 96.00% |
Risk-free interest rate | 0.02% |
Expected term in years | 0 years |
Maximum [Member] | |
Assumptions used to calculate incremental fair value of the warrants | |
Expected volatility | 227.00% |
Risk-free interest rate | 1.87% |
Expected term in years | 7 years |
Warrants (Details 1)
Warrants (Details 1) | 12 Months Ended | |
Dec. 31, 2016$ / sharesshares | ||
Warrants [Member] | ||
Summarizes information about warrants outstanding and exercisable | ||
Number of Shares Underlying Warrants Originally Granted | 375,000 | |
Shares Underlying Warrants Exchanged, Exercised or Expired | (196,307) | |
Shares Underlying Warrants Outstanding and Exercisable | 1,136,878 | |
Exercise Price | $ / shares | $ 2.31 | |
Series A January 27, 2014 [Member] | ||
Summarizes information about warrants outstanding and exercisable | ||
Grant Date | Jan. 27, 2014 | [1] |
Number of Shares Underlying Warrants Originally Granted | 315,676 | [1] |
Shares Underlying Warrants Exchanged, Exercised or Expired | [1] | |
Shares Underlying Warrants Outstanding and Exercisable | 315,676 | [1] |
Exercise Price | $ / shares | $ 15 | [1] |
Expiration Term in years | 29 days | [1] |
Series B January 27, 2014 [Member] | ||
Summarizes information about warrants outstanding and exercisable | ||
Grant Date | Jan. 27, 2014 | [1] |
Number of Shares Underlying Warrants Originally Granted | 157,846 | [1] |
Shares Underlying Warrants Exchanged, Exercised or Expired | [1] | |
Shares Underlying Warrants Outstanding and Exercisable | 157,846 | [1] |
Exercise Price | $ / shares | $ 45 | [1] |
Expiration Term in years | 2 years 26 days | [1] |
Series C November 19, 2014 [Member] | ||
Summarizes information about warrants outstanding and exercisable | ||
Grant Date | Nov. 19, 2014 | [2] |
Number of Shares Underlying Warrants Originally Granted | 145,399 | [2] |
Shares Underlying Warrants Exchanged, Exercised or Expired | (142,957) | [2] |
Shares Underlying Warrants Outstanding and Exercisable | 2,442 | [2] |
Exercise Price | $ / shares | $ 12 | [2] |
Expiration Term in years | 3 years 4 months 17 days | [2] |
Series C November 19, 2014 [Member] | Revised [Member] | ||
Summarizes information about warrants outstanding and exercisable | ||
Shares Underlying Warrants Exchanged, Exercised or Expired | 142,957 | [2] |
Shares Underlying Warrants Outstanding and Exercisable | 142,957 | [2] |
Exercise Price | $ / shares | $ 9 | [2] |
Expiration Term in years | 3 years 4 months 17 days | [2] |
Series D November 19, 2014 [Member] | ||
Summarizes information about warrants outstanding and exercisable | ||
Grant Date | Nov. 19, 2014 | [2] |
Number of Shares Underlying Warrants Originally Granted | 193,865 | [2] |
Shares Underlying Warrants Exchanged, Exercised or Expired | (193,865) | [2] |
Shares Underlying Warrants Outstanding and Exercisable | [2] | |
Exercise Price | $ / shares | [2] | |
Expiration Term in years | 0 years | [2] |
Series E November 19, 2014 [Member] | ||
Summarizes information about warrants outstanding and exercisable | ||
Grant Date | Nov. 19, 2014 | [2] |
Number of Shares Underlying Warrants Originally Granted | 145,399 | [2] |
Shares Underlying Warrants Exchanged, Exercised or Expired | (145,399) | [2] |
Shares Underlying Warrants Outstanding and Exercisable | [2] | |
Exercise Price | $ / shares | [2] | |
Expiration Term in years | 0 years | [2] |
Series E November 19, 2014 [Member] | Revised [Member] | ||
Summarizes information about warrants outstanding and exercisable | ||
Shares Underlying Warrants Exchanged, Exercised or Expired | 142,957 | [2] |
Shares Underlying Warrants Outstanding and Exercisable | 142,957 | [2] |
Exercise Price | $ / shares | $ 9 | [2] |
Expiration Term in years | 5 years 4 months 17 days | [2] |
Rens March 3, 2016 [Member] | ||
Summarizes information about warrants outstanding and exercisable | ||
Grant Date | Mar. 3, 2016 | [3] |
Number of Shares Underlying Warrants Originally Granted | 375,000 | [3] |
Shares Underlying Warrants Exchanged, Exercised or Expired | [3] | |
Shares Underlying Warrants Outstanding and Exercisable | 375,000 | [3] |
Exercise Price | $ / shares | $ 7 | [3] |
Expiration Term in years | 2 years 3 months 22 days | [3] |
[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. | |
[3] | Shares issued pursuant to the closing of the first tranche of the Financing with RENS Technology Inc. on March 3, 2016. |
Warrants (Details 2)
Warrants (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of activity in warrants | ||
Ending Balance, Shares Under Warrants / Options | 300,340 | |
Warrants [Member] | ||
Summary of activity in warrants | ||
Beginning Balance, Shares Under Warrants / Options | 761,878 | 958,185 |
Warrants issued, Shares Underlying Warrants | 375,000 | |
Warrants exercised, Shares Underlying Warrants | (190,609) | |
Warrants expired, Shares Underlying Warrants | (5,698) | |
Ending Balance, Shares Under Warrants / Options | 1,136,878 | 761,878 |
Beginning Balance, Weighted Average Exercise Price | $ 18.95 | $ 18.35 |
Warrants issued, Weighted Average Exercise Price | 2.31 | |
Warrants exercised, Average Exercise Price | 5.25 | |
Warrants expired, Average Exercise Price | 12.59 | |
Ending Balance, Weighted Average Exercise Price | $ 15.01 | $ 18.95 |
Warrants (Details 3)
Warrants (Details 3) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Assumption used to value warrants using black scholes pricing model | |
Number of Shares Underlying Warrants Granted | shares | 375,000 |
Exercise Price | $ 2.31 |
Series A January 27, 2014 [Member] | |
Assumption used to value warrants using black scholes pricing model | |
Number of Shares Underlying Warrants Granted | shares | 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 | |
Number of Shares Underlying Warrants Granted | shares | 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 | |
Number of Shares Underlying Warrants Granted | shares | 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 | |
Number of Shares Underlying Warrants Granted | shares | 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 | |
Number of Shares Underlying Warrants Granted | shares | 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 | |
Number of Shares Underlying Warrants Granted | shares | 190,609 |
Stock Price on Measurement Date | $ 5.95 |
Exercise Price | $ 5.25 |
Expected Term | 0 years |
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 | |
Number of Shares Underlying Warrants Granted | shares | 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 | |
Number of Shares Underlying Warrants Granted | shares | 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% |
Rens Technology March 3, 2016 [Member] | |
Assumption used to value warrants using black scholes pricing model | |
Number of Shares Underlying Warrants Granted | shares | 375,000 |
Stock Price on Measurement Date | $ 7 |
Exercise Price | $ 7 |
Expected Term | 4 years |
Expected Volatility | 96.34% |
Dividend Yield | 0.00% |
Risk Free Rate | 1.87% |
Warrants (Details Textual)
Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Mar. 03, 2016 | May 18, 2015 | Dec. 31, 2016 | May 21, 2015 |
Series D Warrants [Member] | ||||
Warrants (Textual) | ||||
Warrant exercise price | $ 5.25 | |||
Aggregate gross proceeds from issuance of warrants | $ 85 | |||
Change in fair value of warrants | $ 136 | |||
Unexercised Warrants | 3,256 | |||
Series C Warrants [Member] | ||||
Warrants (Textual) | ||||
Estimated fair value of warrants | $ 569 | |||
Change in fair value of warrants | 38 | |||
Series E Warrants [Member] | ||||
Warrants (Textual) | ||||
Estimated fair value of warrants | $ 653 | |||
Change in fair value of warrants | $ 51 | |||
Unexercised Warrants | 2,442 | |||
First tranche [Member] | ||||
Warrants (Textual) | ||||
Number of warrants issued to purchase common stock | 375,000 | |||
Warrant exercise price | $ 7 | |||
Warrant expiration date | 5 years | |||
Minimum [Member] | Series D Warrants [Member] | ||||
Warrants (Textual) | ||||
Warrant exercise price | $ 5.25 | |||
Minimum [Member] | Series C Warrants [Member] | ||||
Warrants (Textual) | ||||
Warrant exercise price | 9 | |||
Minimum [Member] | Series E Warrants [Member] | ||||
Warrants (Textual) | ||||
Warrant exercise price | 9 | |||
Maximum [Member] | Series D Warrants [Member] | ||||
Warrants (Textual) | ||||
Warrant exercise price | 9.37 | |||
Maximum [Member] | Series C Warrants [Member] | ||||
Warrants (Textual) | ||||
Warrant exercise price | 12 | |||
Maximum [Member] | Series E Warrants [Member] | ||||
Warrants (Textual) | ||||
Warrant exercise price | $ 15 | |||
Warrants [Member] | ||||
Warrants (Textual) | ||||
Number of warrants issued to purchase common stock | 190,609 | |||
Estimated fair value of warrants | $ 480 | |||
Aggregate gross proceeds from issuance of warrants | $ 1,001 | |||
Net of cash fees | 916 | |||
Change in fair value of warrants | $ 225 |
Stock Compensation (Details)
Stock Compensation (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Ending Balance, Shares Under Warrants / Options | 300,340 | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Beginning Balance, Shares Under Warrants / Options | 400,545 | 367,080 |
Options granted, Shares Under Options | 108,000 | |
Options cancelled, Shares Under Options | (65,455) | (38,940) |
Options forfeited, Shares Under Options | (34,750) | (35,595) |
Ending Balance, Shares Under Warrants / Options | 300,340 | 400,545 |
Beginning Balance, Weighted Average Exercise Price | $ 14.56 | $ 14.68 |
Options granted, Weighted Average Exercise Price | 12.50 | |
Options cancelled, Weighted Average Exercise Price | 13.14 | 12.50 |
Options forfeited, Weighted Average Exercise Price | 12.51 | 12.03 |
Ending Balance, Weighted Average Exercise Price | $ 15.09 | $ 14.56 |
Options begining, Weighted Average Remaining Contractual Term (Years) | 7 years 9 months 26 days | 8 years 6 months |
Options ending, Weighted Average Remaining Contractual Term (Years) | 6 years 8 months 16 days | 7 years 9 months 26 days |
Stock Compensation (Details 1)
Stock Compensation (Details 1) - Stock Options [Member] | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 98.00% |
Weighted average expected volatility | 98.00% |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 1.39% |
Expected term (years) | 5 years 9 months 18 days |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 1.69% |
Expected term (years) | 6 years 3 months 18 days |
Stock Compensation (Details 2)
Stock Compensation (Details 2) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Summary of option outstanding and exercisable | |
Options Outstanding | 300,340 |
Options Exercisable | 251,590 |
$ 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 | 5 years 4 months 24 days |
Options Exercisable, Range of Exercise Price | $ / shares | $ 7 |
Options Exercisable | 5,000 |
Options Exercisable, Weighted Average Remaining Contractual Life | 5 years 4 months 24 days |
$ 8.60 [Member] | |
Summary of option outstanding and exercisable | |
Options Outstanding, Range of Exercise Price | $ / shares | $ 8.60 |
Options Outstanding | 22,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 7 years 2 months 9 days |
Options Exercisable, Range of Exercise Price | $ / shares | $ 8.60 |
Options Exercisable | 22,000 |
Options Exercisable, Weighted Average Remaining Contractual Life | 7 years 2 months 9 days |
$ 10.00 [Member] | |
Summary of option outstanding and exercisable | |
Options Outstanding, Range of Exercise Price | $ / shares | $ 10 |
Options Outstanding | 5,040 |
Options Outstanding, Weighted Average Remaining Contractual Life | 6 years 1 month 10 days |
Options Exercisable, Range of Exercise Price | $ / shares | $ 10 |
Options Exercisable | 5,040 |
Options Exercisable, Weighted Average Remaining Contractual Life | 6 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 | 6 years 7 days |
Options Exercisable, Range of Exercise Price | $ / shares | $ 11 |
Options Exercisable | 3,000 |
Options Exercisable, Weighted Average Remaining Contractual Life | 6 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 | 7 years 4 months 6 days |
Options Exercisable, Range of Exercise Price | $ / shares | $ 12.10 |
Options Exercisable | 30,500 |
Options Exercisable, Weighted Average Remaining Contractual Life | 7 years 4 months 6 days |
$ 12.50 [Member] | |
Summary of option outstanding and exercisable | |
Options Outstanding, Range of Exercise Price | $ / shares | $ 12.50 |
Options Outstanding | 94,800 |
Options Outstanding, Weighted Average Remaining Contractual Life | 7 years 5 months 1 day |
Options Exercisable, Range of Exercise Price | $ / shares | $ 12.50 |
Options Exercisable | 53,050 |
Options Exercisable, Weighted Average Remaining Contractual Life | 6 years 11 months 9 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 | 7 years 5 months 19 days |
Options Exercisable, Range of Exercise Price | $ / shares | $ 13.45 |
Options Exercisable | 1,000 |
Options Exercisable, Weighted Average Remaining Contractual Life | 7 years 5 months 19 days |
$ 13.50 [Member] | |
Summary of option outstanding and exercisable | |
Options Outstanding, Range of Exercise Price | $ / shares | $ 13.50 |
Options Outstanding | 12,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 7 years 5 months 27 days |
Options Exercisable, Range of Exercise Price | $ / shares | $ 13.50 |
Options Exercisable | 6,000 |
Options Exercisable, Weighted Average Remaining Contractual Life | 7 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 | 7 years 8 months 1 day |
Options Exercisable, Range of Exercise Price | $ / shares | $ 13.75 |
Options Exercisable | 6,000 |
Options Exercisable, Weighted Average Remaining Contractual Life | 7 years 8 months 1 day |
$ 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 | 6 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 | 6 years 1 month 10 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 | 4 years 6 months 15 days |
Options Exercisable, Range of Exercise Price | $ / shares | $ 32 |
Options Exercisable | 15,000 |
Options Exercisable, Weighted Average Remaining Contractual Life | 4 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 | 4 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 | 4 years 6 months 26 days |
Stock Compensation (Details 3)
Stock Compensation (Details 3) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning Balance, Shares | 18,450 | 22,200 |
Shares Granted | 70,639 | 66,099 |
Shares Vested | (30,232) | (68,849) |
Shares Forfeited | (5,000) | (1,000) |
Ending Balance, Shares | 53,857 | 18,450 |
Beginning Balance, Weighted Average Grant Date Share Price | $ 9.09 | $ 14.95 |
Shares Granted, Weighted Average Grant Date Share Price | 2.08 | 2.73 |
Shares Vested, Weighted Average Grant Date Share Price | 5.40 | 4.91 |
Shares Forfeited, Weighted Average Grant Date Share Price | 2.27 | 7.50 |
Ending Balance, Weighted Average Grant Date Share Price | $ 2.74 | $ 9.09 |
Stock Compensation (Details Tex
Stock Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Nov. 30, 2016 | |
Stock Compensation (Textual) | |||
Vesting terms range | 2 years 8 months 27 days | ||
Stock-based compensation | $ 392 | $ 930 | |
Aggregate unrecognized compensation expense of options | $ 251 | ||
Weighted average grant date fair value | $ 5.22 | ||
2012 Equity Incentive Plan [Member] | |||
Stock Compensation (Textual) | |||
Number of shares authorized for issuance | 850,000 | ||
Common stock reserved for issuance | 543,606 | ||
Vested options, Weighted average remaining contractual life | 6 years 8 months 12 days | ||
Vested options Weighted average exercise price, per share | $ 15.09 | ||
Aggregate unrecognized compensation expense of options | |||
Number of shares unvested | 48,750 | ||
Number of option granted | 30,000 | ||
Number of shares vested | 251,590 | ||
Stock options exercisable, description | Stock options generally vest and become exercisable with respect to 100% of the common stock. | ||
2012 Equity Incentive Plan [Member] | Minimum [Member] | |||
Stock Compensation (Textual) | |||
Number of shares authorized for issuance | 550,000 | ||
Vesting terms range | 0 years | ||
2012 Equity Incentive Plan [Member] | Maximum [Member] | |||
Stock Compensation (Textual) | |||
Number of shares authorized for issuance | 850,000 | ||
Vesting terms range | 4 years 6 months |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income tax expense | ||
Current provision | $ 2 | |
Deferred provision | ||
Income tax provision (benefit) | $ 2 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Taxes [Abstract] | ||
Federal net operating losses | $ 6,714 | $ 5,335 |
State net operating losses | 635 | 394 |
Stock options | 1,043 | 1,043 |
Federal tax credit | 190 | 110 |
Amortization | 448 | 478 |
Depreciation | 11 | (1) |
Contributions | 21 | 13 |
Other | 392 | 297 |
Total gross deferred tax assets/(liabilities) | 9,454 | 7,669 |
Less valuation allowance | (9,454) | (7,669) |
Net deferred tax assets/(liabilities) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statutory federal income tax rate and the effective rate reconciliation | ||
Federal statutory tax benefit | $ (1,568) | $ (1,726) |
Permanent differences | 103 | 306 |
State taxes | 1 | 1 |
Valuation allowance | 1,464 | 1,421 |
Income tax provision (benefit) | $ 2 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes (Textual) | ||
U.S. federal income tax rate | 34.00% | |
State net operating loss carry-forwards, gross | $ 635 | $ 394 |
Federal net operating loss carry-forwards, gross | $ 6,714 | 5,335 |
Federal and state net operating loss carry-forwards, expiration date | Dec. 31, 2027 | |
Federal research and development credits, expiration date | Dec. 31, 2033 | |
Federal tax credit | $ 190 | $ 110 |
Federal and state income tax examination, description | 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. | |
Federal [Member] | ||
Income Taxes (Textual) | ||
Federal net operating loss carry-forwards, gross | $ 19,700 | |
State [Member] | ||
Income Taxes (Textual) | ||
State net operating loss carry-forwards, gross | $ 10,600 |
Commitments and Contingencies61
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Summary of future minimum lease payments under the non-cancellable operating lease | |
2,017 | $ 69 |
2,018 | 71 |
2,019 | 72 |
Total | $ 212 |
Commitments and Contingencies62
Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands | Nov. 18, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Commitments and Contingencies (Textual) | |||
Rent expense | $ 72 | $ 225 | |
Lease expiration date | Dec. 31, 2019 | ||
Percentage of matching contribution of employer | 100.00% | ||
Contribution plan, description | 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 | $ 26 | $ 49 | |
Renewal term of agreement, description | 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 $10 million annual aggregate coverage. | ||
Supply Agreement [Member] | |||
Commitments and Contingencies (Textual) | |||
Expiration date of agreement | Dec. 31, 2018 | ||
Renewal term of agreement, description | The Company agreed, commencing January 2017, to pay DIL 10,000 per month for collaborative research. The monthly payments terminate upon the earlier of: (a) the date that the Company orders additional product in accordance with the terms of the agreement and (b) December 31, 2018, and the Company has no further financial obligations to DIL thereafter. The Company also agreed to pay DIL 400,000 in satisfaction of all prior liabilities and obligations under its prior agreements with DIL. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 17, 2015 | Aug. 01, 2015 | Dec. 17, 2016 | Dec. 31, 2015 |
Related Party Transactions (Textual) | ||||
Issued unsecured promissory note to Gan Ren | $ 575 | |||
Interest rate | 8.00% | 4.50% | ||
Muscle Longevity LLC [Member] | ||||
Related Party Transactions (Textual) | ||||
Consulting Fees | $ 16 | |||
RENS Technology Inc. [Member] | ||||
Related Party Transactions (Textual) | ||||
Conversion price | $ 2.75 | |||
Common stock issued for financing services to Rens Technology Inc | 18,182 | |||
Accrued interest | $ 46 | |||
Common stock converted | 225,864 |
Legal Proceedings (Details)
Legal Proceedings (Details) - Subsequent Events [Member] - USD ($) $ / shares in Units, $ in Thousands | Jan. 06, 2017 | Jan. 11, 2017 |
Legal Proceedings (Textual) | ||
Aggregate purchase of warrant | 375,000 | |
RENS Technology Inc. [Member] | ||
Legal Proceedings (Textual) | ||
Common stock or warrant for legal | 1,500,000 | 1,500,000 |
Aggregate purchase of warrant | 884,259 | |
Shares price, per share | $ 7 | |
Aggregate purchase of investment | $ 20,250 | |
Aggregate exchange for common stock | 3,537,037 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 21, 2017 | Feb. 03, 2017 | Dec. 31, 2015 | Feb. 14, 2017 | Dec. 31, 2016 |
Subsequent Events (Textual) | |||||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Gross proceeds on common stock issued | $ 148 | ||||
Subsequent Events [Member] | |||||
Subsequent Events (Textual) | |||||
Sale of common stock | 500,000 | ||||
Common stock, par value | $ 0.001 | ||||
Purchase price per share | $ 4.25 | ||||
Gross proceeds on common stock issued | $ 6,000 | $ 2,125 | |||
Series A preferred stock purchase right, description | The Company agreed, commencing January 2017, to pay DIL 10,000 per month for collaborative research. The monthly payments terminate upon the earlier of: (a) the date that the Company orders additional product in accordance with the terms of the agreement and (b) December 31, 2018, and the Company has no further financial obligations to DIL thereafter. The Company also agreed to pay DIL 400,000 in satisfaction of all prior liabilities and obligations under its prior agreements with DIL. |