Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 27, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | MYOS RENS TECHNOLOGY INC. | ||
Entity Central Index Key | 1,402,479 | ||
Amendment Flag | false | ||
Trading Symbol | MYOS | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 10.6 | ||
Entity Common Stock, Shares Outstanding | 6,480,899 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 923 | $ 1,866 |
Accounts receivable, net | 4 | 8 |
Inventories, net | 1,779 | 1,862 |
Prepaid expenses and other current assets | 163 | 85 |
Total current assets | 2,869 | 3,821 |
Deferred offering costs | 102 | |
Fixed assets, net | 184 | 233 |
Intangible assets, net | 1,640 | 1,907 |
Total assets | 4,795 | 5,961 |
Current liabilities: | ||
Accounts payable | 176 | 226 |
Accrued expenses and other current liabilities | 255 | 361 |
Deferred revenue | 56 | |
Total current liabilities | 431 | 643 |
Total liabilities | 431 | 643 |
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, 2017 and 2016; 6,340,604 and 5,344,372 shares issued and outstanding at December 31, 2017 and 2016, respectively | 6 | 5 |
Additional paid-in capital | 36,202 | 33,099 |
Accumulated deficit | (31,844) | (27,786) |
Total stockholders' equity | 4,364 | 5,318 |
Total liabilities and stockholders' equity | $ 4,795 | $ 5,961 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
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 | 12,000,000 |
Common stock, shares issued | 6,340,604 | 5,344,372 |
Common stock, shares outstanding | 6,340,604 | 5,344,372 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statements of Operations [Abstract] | ||
Net revenues | $ 526 | $ 327 |
Cost of sales | 308 | 319 |
Gross profit | 218 | 8 |
Operating expenses | ||
Sales and marketing | 822 | 846 |
Personnel and benefits | 1,450 | 1,853 |
General and administrative | 2,014 | 1,616 |
Total operating expenses | 4,286 | 4,315 |
Operating loss | (4,068) | (4,307) |
Other income (expense): | ||
Other income | 12 | 1 |
Interest expense | (2) | (35) |
Total other income (expense) | 10 | (34) |
Loss before income taxes | (4,058) | (4,341) |
Income tax provision | ||
Net loss | $ (4,058) | $ (4,341) |
Net loss per share attributable to common shareholders: | ||
Basic and diluted | $ (0.69) | $ (0.90) |
Weighted average number of common shares outstanding: | ||
Basic and diluted | 5,875 | 4,806 |
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, 2015 | $ 3,505 | $ 4 | $ 26,946 | $ (23,445) |
Beginning 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 forfeited by employees and directors | 117 | 117 | ||
Shares forfeited by employees and directors, shares | 65,639 | |||
Shares issued upon conversion of note | 621 | 621 | ||
Shares issued upon conversion of note, shares | 225,860 | |||
Share-based compensation expense | 275 | 275 | ||
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 | |||
Proceeds from issuance of common stock, net | 2,944 | $ 1 | 2,943 | |
Proceeds from issuance of common stock, net, shares | 1,000,000 | |||
Shares forfeited by employees and directors | ||||
Shares forfeited by employees and directors, shares | (3,768) | |||
Share-based compensation expense | 160 | 160 | ||
Net loss | (4,058) | (4,058) | ||
Ending Balance at Dec. 31, 2017 | $ 4,364 | $ 6 | $ 36,202 | $ (31,844) |
Ending Balance, shares at Dec. 31, 2017 | 6,340,604 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (4,058) | $ (4,341) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 51 | 54 |
Amortization | 267 | 210 |
Change in contract liability | (117) | |
Provision for inventory reserve | 2 | 107 |
Bad debt expense | 59 | |
Share-based compensation | 160 | 392 |
Impairment charge | 44 | |
Changes in operating assets and liabilities: | ||
(Increase) decrease in accounts receivable | (55) | 398 |
Decrease (increase) in inventories | 81 | (501) |
(Increase) decrease in prepaid expenses and other current assets | (78) | 437 |
Decrease in deferred revenue | (56) | |
Decrease in accounts payable and accrued expenses | (156) | (356) |
Net cash used in operating activities | (3,783) | (3,673) |
Cash Flows From Investing Activities: | ||
Purchase of capitalized software | (380) | |
Purchases of fixed assets | (2) | (1) |
Net cash used in investing activities | (2) | (381) |
Cash Flows From Financing Activities: | ||
Proceeds from issuance of common stock, net | 2,944 | 5,141 |
Deferred offering costs | (102) | |
Repayments of term note | (100) | |
Net cash provided by financing activities | 2,842 | 5,041 |
Net (decrease) increase in cash | (943) | 987 |
Cash at beginning of year | 1,866 | 879 |
Cash at end of year | 923 | 1,866 |
Cash paid during the year for: | ||
Interest | 2 | 34 |
Income taxes | ||
Supplemental schedule of non-cash investing and financing activities: | ||
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, 2017 | |
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-T12 is a proprietary formula containing Fortetropin ® 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 promoted a proprietary formulation containing Fortetropin ® During the second quarter of 2015 we launched Rē Muscle Health TM ® TM line of products. In March 2017 the Company launched Qurr, its Fortetropin ® ® ® 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 in three tranches (the “Financing”) in exchange for an aggregate of 3,537,037 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”). In the first tranche which closed on March 3, 2016 the Purchaser acquired 1,500,000 Shares and a warrant to purchase 375,000 shares of Common Stock (the “Initial Warrant”) for $5.25 million. 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. 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, in connection with the financing contemplated by a securities purchase agreement with RENS Technology Inc. (the “Purchaser”), the Company commenced an action in the Supreme Court of New York, County of New York (the “Court”), against the Purchaser, RENS Agriculture, the parent company of the Purchaser, and Ren Ren, a principal in both entities and one of our directors, arising from the Purchaser’s breach of the aforementioned agreement. See NOTE 14 – LEGAL PROCEEDINGS. Going Concern The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), 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 $4,058 for the year ended December 31, 2017 and $4,341 for the year ended December 31, 2016. As of the filing date of this Report, 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 this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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 to 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 in consolidation. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications did not have an 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 fourteen consecutive quarters, and launched its Qurr portfolio of branded products in March 2017. 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 and 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, 2017 and 2016, 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. 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 at times have exposure to cash in excess of FDIC insured limits. Concentrations of Credit 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 general and administrative expenses in the Consolidated Statements of Operations. Based primarily on collections, during the year ended December 31, 2017, management determined that the allowance for doubtful accounts should be increased. Accordingly, an allowance for doubtful accounts of $59 was recorded for the year ended December 31, 2017. There was no such allowance recorded in 2016. At December 31, 2017 and 2016, the Company had the following concentrations of net accounts receivable with customers: December 31, 2017 2016 Egg Yolk Powder $ 59 $ - Direct-to-consumer 4 8 Subtotal - 8 Allowance for doubtful accounts (59 ) - Accounts receivable, net $ 4 $ 8 For the years ended December 31, 2017 and 2016, the Company had the following concentrations of revenues with customers: December 31, 2017 2016 Cenegenics 38 % 50 % Inventories, net Inventories are valued at the lower of cost or net realizable value , 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. Repairs and maintenance are expensed as incurred. 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, 2017 and 2016. Intangible Assets The Company’s intangible assets consist primarily of intellectual property pertaining to Fortetropin ® In July 2014, the Company acquired the United States patent application for the manufacture of Fortetropin ® In March 2017, the Company launched a new product line QURR and a related website qurr.com. The Company capitalized $380 of the costs to build the website in accordance with U.S. GAAP and will amortize this asset over 60 month’s useful life. Intangible assets at December 31, 2017 and December 31, 2016 consisted of the following: December 31, December 31, (In thousand $) 2017 2016 Intangibles with finite lives: Intellectual property $ 2,101 $ 2,101 Website - qurr.com 380 380 Less: accumulated amortization (841 ) (574 ) Total intangibles with finite lives: 1,640 1,907 Intangibles with indefinite lives: Patent costs 44 44 Less: impairment charge on patent costs (44 ) (44 ) Total intangibles with indefinite lives: - - Total intangible assets, net $ 1,640 $ 1,907 Amortization expense related to intangible assets for the years ended December 31, 2017 and 2016 was $267 and $210 Based on fourteen 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 2017 and determined that the asset value was recoverable and therefore no impairment was recognized. We had impairment losses recorded during the years ended December 31, 2017 and 2016 of $-0- and $44, respectively. The impairment losses were related to the write-off of capitalized patent costs due to the unlikelihood of certain patents being issued. Assuming no additions, disposals or adjustments are made to the carrying values and/or useful lives of the intangible assets, annual amortization expense for intangible assets is estimated to be $286 in each of the next five years. 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. 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. The adoption of Topic 606 is required for public entities for reporting periods beginning after December 15, 2017. This accounting guidance is effective for us beginning January 1, 2018 using one of two prescribed transition methods. The Company will adopt the provisions of Topic 606 for its fiscal year beginning January 1, 2018 using the modified retrospective transition method. This method involves application of the new guidance to either: (a) all contracts at the date of initial application or (b) only contracts that are not completed at the date of initial application. Under this method, a cumulative effect adjustment is recognized as of the date of initial application. The Company has evaluated the impact of the updated guidance and has determined that the adoption is not expected to have a significant impact on its consolidated financial statements for 2016 and 2017 and related disclosure. Advertising The Company charges the costs of advertising to sales and marketing expenses as incurred. Advertising costs were $267 and $172 for the years ended December 31, 2017 and 2016, respectively. For the year ended December 31, 2017, advertising costs consisted primarily of marketing costs for our QURR products. For the year ended December 31, 2016, advertising costs consisted primarily of marketing costs for our Rē Muscle Health products. Research and Development Research and development expenses consist primarily of 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, 2017 and 2016, the Company incurred research and development expenses of $46 and $-0- respectively which are charged to sales and marketing expenses in the consolidated statement of operations. Shipping and Handling Costs The Company records costs for the shipping and handling of products to our customers in cost of sales. These expenses were $37 and $21 for the years ended December 31, 2017 and 2016, respectively. Share-based Compensation Share-based payments are measured at their estimated fair value on the date of grant. Share-based awards to non-employees are re-measured at fair value each financial reporting date until performance is completed. Share-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 the 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. Deferred Offering Costs Upon the successful completion of issuance of our common stock the Company recognizes offering costs as a reduction of equity. In the event that an offering is aborted, such costs are recorded as an expense. 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, 2017 and 2016, the Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities. 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, 2017 and 2016, the Company incurred a net loss. The aggregate number of potentially dilutive common stock equivalents outstanding at December 31, 2017 excluded from the diluted net loss per share computation because their inclusion would be anti-dilutive were 1,384,192, which includes warrants to purchase an aggregate 821,202 shares of common stock, options to purchase an aggregate of 561,740 shares of common stock, and unvested restricted stock awards of 1,250 shares of common stock. 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 1,491,075, 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. Income Taxes Income taxes are accounted for under the asset and liability method in accordance with ASC 740, Accounting for Income Taxes The Tax Cut and Jobs Act (the “Tax Act”) was enacted on December 22, 2017. The Tax Act contains several key provisions including, among other things, reducing the U.S. federal corporate tax rate from thirty-five percent to twenty-one percent. Changes in tax law are accounted for in the period of enactment. In addition, Federal net operating losses (“NOL”) generated during future periods will be carried forward indefinitely, but will be subject to an eighty percent utilization against taxable income. The carryback provision has been revoked for NOL after January 1, 2018. The Company continues to evaluate the impact of the Tax Act and analyze additional guidance. 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, 2017 and 2016, 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, 2017 | |
Recent Accounting Pronouncements [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS In September 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-13, Revenue from Contracts with Customers which amended FASB Accounting Standards Codification® (ASC) by creating Topic 606, Revenue from Contracts with Customers. 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. The FASB also issued the following amendments to ASU No. 2014-09 to provide clarification on the guidance: ● ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date ● ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606) – Principal versus Agent (Reporting Revenue Gross vs. Net) ● ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing ● ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606) – Narrow-Scope Improvements and Practical Expedients The adoption of Topic 606 is required for public entities for reporting periods beginning after December 15, 2017. This accounting guidance is effective for us beginning January 1, 2018 using one of two prescribed transition methods. The Company has evaluated the impact of the updated guidance and has determined that the adoption of ASU 2017-09 is not expected to have a significant impact on its consolidated financial statements for 2016 and 2017 and related disclosure. The Company will adopt the provisions of this ASU for its fiscal year beginning January 1, 2018 using the modified retrospective transition method. This method involves application of the new guidance to either: (a) all contracts at the date of initial application or (b) only contracts that are not completed at the date of initial application. Under this method, a cumulative effect adjustment is recognized as of the date of initial application. In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718). The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This update is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this update should be applied prospectively to an award modified on or after the adoption date. The Company has evaluated the impact of the updated guidance and has determined that the adoption of ASU 2017-09 is not expected to have a significant impact on its consolidated financial statements. In January 2017, the FASB issued 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 U.S. 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. The Company has adopted the provisions of this ASU for its fiscal year beginning January 1, 2018. The adoption of ASU 2016-15 did not have a significant impact on its consolidated financial statements. In February 2016, the FASB issued 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 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 beginning January 1, 2019, with early application permitted. We have evaluated the adoption of ASU 2016-12 and determined that the standard will not have a significant impact on our 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 adoption of ASU 2015-17 did not have a significant impact on the consolidated financial statements. 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. The Company has evaluated the impact of the updated guidance and has disclosed the impact in the footnotes on its consolidated financial statements. |
Inventories, Net
Inventories, Net | 12 Months Ended |
Dec. 31, 2017 | |
Inventories, Net [Abstract] | |
INVENTORIES, NET | NOTE 4 – INVENTORIES, NET Inventories, net at December 31, 2017 and 2016 consisted of the following: (In thousands $) December 31, 2017 December 31, 2016 Raw materials $ 2,223 $ 2,378 Work in process 64 5 Finished goods 203 188 2,490 2,571 Less: inventory reserves (711 ) (709 ) Inventories, net $ 1,779 $ 1,862 |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2017 | |
Fixed Assets [Abstract] | |
FIXED ASSETS | NOTE 5 – FIXED ASSETS Fixed assets at December 31, 2017 and 2016 consisted of the following: (In thousands $) December 31, 2017 December 31, 2016 Furniture, fixtures and equipment $ 116 $ 116 Computers and software 68 66 Leasehold improvements 239 239 Other 7 7 Total fixed assets 430 428 Less: accumulated depreciation and amortization (246 ) (195 ) Net book value of fixed assets $ 184 $ 233 Depreciation and amortization expense was $51 and $54 for the years ended December 31, 2017 and 2016, respectively. Repairs and maintenance costs are expensed as incurred. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt [Abstract] | |
DEBT | NOTE 6 – DEBT Convertible Note On December 17, 2015, concurrent with the execution of a securities 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 225,860 shares of common stock at $2.75 per share. Term Note On September 10, 2015, the Company converted its outstanding revolving note of $400 with City National Bank, which had a termination date of August 31, 2015, into a term note (the “Term Note”). At December 31, 2015, the balance under the Term Note was $100, which was subsequently paid in full in January 2016 (as reflected in cash flows from financing activities in our Consolidated Statements of Cash Flows as of December 31, 2016). |
Prepaid Expenses, Accrued Expen
Prepaid Expenses, Accrued Expenses, Other Current Assets and Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Prepaid Expenses, Accrued Expenses, Other Current Assets and Liabilities [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, 2017 and 2016 consisted of the following: (In thousands $) December 31, 2017 December 31, 2016 Prepaid insurance $ 88 $ 27 Prepaid consulting and other 75 58 Total prepaid expenses and other current assets $ 163 $ 85 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, 2017 and 2016 consisted of the following: (In thousands $) December 31, December 31, Marketing $ - $ 171 Audit and tax fees 82 88 Insurance premium financing 66 - Deferred rent 19 23 Bonus 17 15 Legal fees 69 47 Other accrued expenses 2 17 Total accrued expenses $ 255 $ 361 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
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. The Rights were granted 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 Rights are not exercisable until the occurrence of certain events, including a person acquiring or obtaining the right to acquire beneficial ownership of 10% or more of the Company’s outstanding common stock. The Rights are evidenced by certificates for the common stock and automatically transfer with the common stock unless they become exercisable. If the Rights become exercisable, separate certificates evidencing the Rights will be distributed to each holder of common stock. Holders of the preferred stock will be entitled to certain dividend, liquidation and voting rights. The rights are redeemable by the Company at a fixed price as determined by the Board, after certain defined events. As of December 31, 2017, the Rights have no dilutive effect on the earnings per common share calculation and no shares of preferred stock have been issued. The Company has determined that these rights have a de minimis fair value. 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. 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, 2017 and 2016, the Company has received aggregate gross proceeds of $8,447 from these offerings as follows: (In thousand $) Gross Date Shares Proceeds March 3, 2016 1,500,000 (1) 5,250 February 8, 2017 500,000 (2) 2,125 October 31, 2017 500,000 (3) 1,072 2,000,000 $ 8,447 (1) Shares issued pursuant to the closing of first tranche of the financing with RENS Technology Inc. (2) Shares issued pursuant to a registered direct offering at a purchase price of $4.25 per share. (3) Shares issued at $2.144 per share under the at the market program. 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. The offering closed on February 8, 2017. Offering costs of $199 were recognized as an offset to additional paid in capital. At-the-Market Offering On February 21, 2017, the Company entered into a sales agreement with H.C. Wainwright & Co., LLC which established 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. The Company incurred $125 of deferred offering costs in connection with this program which it has recorded as a long term other asset on the accompanying balance sheet. In October 2017 the Company raised $1,072 through the sale of 500,000 shares of common stock at $2.144 per share under the program and recognized deferred costs of $54 with this offering. Subsequent to year end on January 19, 2018 the Company sold 140,295 shares of common stock at $2.111 per share for gross proceeds of $296 less deferred costs of $9 in an at-the-market transaction. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Warrants [Abstract] | |
WARRANTS | NOTE 9 – WARRANTS On March 3, 2016, the Company completed the first tranche of the financing, in which it issued 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 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, 2017: 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 2017 Price in years Series A (1) January 27, 2014 315,676 (315,676 ) - N/A N/A Series B (1) January 27, 2014 157,846 - 157,846 $ 45.00 1.07 Series C (2) November 19, 2014 145,399 (142,957 ) 2,442 $ 12.00 2.38 142,957 142,957 $ 9.00 2.38 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 4.38 Rens (3) March 3, 2016 375,000 - 375,000 $ 7.00 3.17 1,333,185 (511,983 ) 821,202 (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. The following table summarizes the activities in warrants for the years ended December 31, 2017 and 2016 : Shares Underlying Warrants Average Balance at December 31, 2015 761,878 $ 18.95 Warrants granted 375,000 7.00 Balance at December 31, 2016 1,136,878 $ 15.01 Warrants expired (315,676 ) 15.00 Balance at December 31, 2017 821,202 $ 11.68 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 B 1/27/2014 157,846 $ 7.00 $ 45.00 5.00 150.00 % 0.00 % 1.61 % Series C 11/19/2014 2,442 $ 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 % Repricing Series E 5/18/2015 142,957 $ 5.95 $ 9.00 7.00 96.34 % 0.00 % 1.87 % Rens 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, 2017 | |
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, 2017, the remaining shares of common stock available for future issuances of awards was 288,260. The Company granted an aggregate of 30,000 options to purchase restricted common stock to certain directors prior to the adoption of the Plan. Stock options generally vest and become exercisable with respect to 100% of the common stock subject to such stock option on the third (3rd) anniversary of the date of grant. Any unvested portion of a stock option shall expire upon termination of employment or service of the participant granted the stock option, and the vested portion shall remain exercisable in accordance with the provisions of the Plan. Stock Options The following table summarizes stock option activity for the years ended December 31, 2017 and 2016: Weighted Weighted Average Shares Average Remaining Under Exercise Contractual Options Price Term (Years) Balance at December 31, 2015 400,545 $ 14.56 7.82 Options cancelled (65,455 ) 13.14 Options forfeited (34,750 ) 12.51 Balance at December 31, 2016 300,340 $ 15.09 6.71 Options granted 300,000 $ 4.00 Options forfeited (38,600 ) 7.15 Balance at December 31, 2017 561,740 $ 7.32 5.61 The weighted average grant date fair value of stock options granted during 2017 was $0.86. The following table summarizes the assumptions used to value stock options granted in 2017 using a Black-Scholes model: 2017 Risk-free interest rate 2.19 % Expected volatility 100 % Expected forfeiture rate 0 % Expected term (years) 6.0 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 prices. At December 31, 2017 and 2016, the exercisable options had no intrinsic value. The following table summarizes information about options outstanding and exercisable at December 31, 2017 that were granted under the Plan: Options Outstanding Options Exercisable Weighted Average Weighted Average Exercise Options Remaining Exercise Options Remaining Price Outstanding Contractual Life Price Exercisable Contractual Life $ 4.00 300,000 9.65 $ 4.00 - 9.65 $ 8.60 16,000 6.19 $ 8.60 16,000 6.19 $ 10.00 40 4.89 $ 10.00 40 4.89 $ 12.10 30,000 6.35 $ 12.10 30,000 6.35 $ 12.50 81,700 6.42 $ 12.50 67,278 5.94 $ 13.45 2,000 6.47 $ 13.45 1,000 6.47 $ 13.50 12,000 6.49 $ 13.50 10,562 6.49 $ 17.50 100,000 5.11 $ 17.50 100,000 5.11 $ 32.00 15,000 3.54 $ 32.00 15,000 3.54 $ 34.50 5,000 3.57 $ 34.50 5,000 3.57 561,740 244,880 As of December 31, 2017, 244,880 options have vested and 316,860 options remain unvested. The vesting terms range from 4.5 to 9.7 years and the vested options have a weighted average remaining term of 5.7 years and a weighted average exercise price of $15.3 per share. Restricted Stock The following table summarizes restricted stock awards activity for the years ended December 31, 2017 and 2016: Weighted Average Grant Date Shares Share Price 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 Vested 46,607 5.17 Forfeited (6,000 ) 1.75 Restricted stock awards unvested at December 31, 2017 1,250 $ 1.02 At December 31, 2017, the weighted-average vesting period of unvested restricted stock awards was 1.02 years. Share-Based Compensation Share-based compensation was $160 and $392 for the years ended December 31, 2017 and 2016, respectively. Share-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, 2017 was $154, which will be recognized through January 2019. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 11 – INCOME TAXES Income tax expense for the years ended December 31, 2017 and 2016 is shown as follows: December 31, December 31, (In thousand $) 2017 2016 Current provision $ - $ - Deferred provision - - Total tax provision (benefit) $ - $ - The significant components of the Company’s deferred tax assets and liabilities at December 31, 2017 and 2016 are as follows: December 31, December 31, (In thousand $) 2017 2016 Federal net operating losses $ 5,031 $ 6,714 State net operating losses 1,060 635 Stock options 733 1,043 Federal tax credit 190 190 Amortization 295 448 Depreciation (3 ) 11 Contributions 15 21 Other 202 392 Total gross deferred tax assets/(liabilities) 7,523 9,454 Less valuation allowance (7,523 ) (9,454 ) Net deferred tax assets/(liabilities) $ - $ - On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act ("Tax Reform Legislation"), which made significant changes to U.S. federal income tax law. The Company expects that certain aspects of the Tax Reform Legislation will positively impact the Company’s future after-tax earnings primarily due to the lower federal statutory tax rate. Beginning January 1, 2018, the Company’s U.S. income will be taxed at a 21 percent federal corporate rate. Further, we are required to recognize the effect of this rate change on our deferred tax assets and liabilities, and deferred tax asset valuation allowances in the period the tax rate change is enacted. We do not expect any material non-cash impact from this rate change, with adjustments to deferred tax balances offset by adjustments to deferred tax valuation allowances. The income tax benefit for the year ended December 31, 2017 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 $) 2017 2016 Federal statutory tax benefit $ (1,380 ) $ (1,568 ) Permanent differences 55 103 Federal tax rate change 3,696 - Valuation allowance (2,371 ) 1,465 Income tax provision (benefit) $ - $ - 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, 2017, the Company had approximately $23.9 million of gross federal net operating loss carry-forwards. At December 31, 2017, the Company had approximately $14.9 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, 2017 there were no uncertain positions. The federal and state income tax returns of the Company for 2013, 2014, 2015 and 2016 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 2017 and 2016. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES Operating Lease The Company leases its corporate offices under an operating lease. The term of the lease is five years commencing on January 1, 2015 and expiring on December 31, 2019. The Company has two options to renew its lease for an additional three years each. At December 31, 2017, 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 2018 $ 71 2019 72 Total $ 143 Rent expense including common area maintenance charges and taxes for the years ended December 31, 2017 and 2016 was $68 and $72, 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 $26 for the years ended December 31, 2017 and 2016, 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 Company agreed, commencing January 2017, to pay DIL €10 (approximately USD $12) per month for collaborative research. For the year ended December 31, 2017 the Company paid USD $194 to DIL 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 (approximately USD $480) 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. At December 31, 2017, the future minimum payments based on exchange rates under the supply agreement were as follows: (In thousand $) Years Ended December 31, Amount 2018 132 Total $ 132 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, 2017 and 2016, the Company had not recorded any accruals for product liability claims. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
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 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) In October 2016, the Company received a purchase order from RENS Agriculture to purchase $118 of our product. We received a 50% deposit in November 2016 in order to manufacture the product. The goods were shipped in January 2017 and received in China in March 2017. We have not received payment for the order to date. As a result of the ongoing litigation (See Note 14), the Company recorded an allowance for bad debt of $59 related to the receivable due from RENS Agriculture. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2017 | |
Legal Proceedings [Abstract] | |
LEGAL PROCEEDINGS | NOTE 14 – LEGAL PROCEEDINGS 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. On January 6, 2017, in connection with the financing contemplated by a securities purchase agreement with RENS Technology Inc. (the “Purchaser”), we commenced an action in the Supreme Court of New York, County of New York (the “Court”), against the Purchaser, RENS Agriculture, the parent company of the Purchaser, and Ren Ren, a principal in both entities and one of our directors, arising from the Purchaser’s breach of the agreement under which the Purchaser agreed to invest an aggregate of $20.25 million in our company in exchange for an aggregate of 3,537,037 shares of our common stock and warrants to purchase an aggregate of 884,259 shares of common stock. On April 11, 2017, the Court noted that we had demonstrated a likelihood of success on the merits of the breach of contract claim. Thereafter, a hearing was scheduled on the application by the Purchaser to dismiss the complaint and various pre-trial discovery applications by both parties. In August 2017, before the hearing occurred, the Company amended its complaint repeating most of the initial claims but adding several additional claims against RENS Agriculture, Mr. Ren and two additional Chinese defendants, including a claim against RENS Agriculture for breaching the exclusive distribution agreement, as well as claims against all defendants for theft and misappropriation of our confidential proprietary information and trade secrets, breach of fiduciary duty and duty of loyalty, misappropriation of corporate opportunity, unfair competition and a number of other torts. We are seeking damages and injunctive relief. The Purchaser has filed a motion to dismiss the amended complaint, which is still pending and scheduled for oral argument in April 2018. On August 16, 2017, the Purchaser commenced an action in the District Court of Clark County in the State of Nevada against us and Joseph Mannello, our then interim Chief Executive Officer, alleging that Mr. Mannello had breached his fiduciary duties and was grossly negligent in managing our company. The action seeks monetary damages and injunctive relief from Mr. Mannello as well as the appointment of a receiver over us. Subsequently, the Purchaser submitted a petition to appoint a receiver and we and Mr. Mannello submitted a motion to dismiss the action, both of which are currently pending and are due to be heard in April 2018. An application on consent to adjourn the hearing date on the receiver application and motion to dismiss is pending. The outcome of the aforementioned matters cannot be determined as of the date of these financial statements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS At-the-Market Offering On January 19, 2018 the Company sold 140,295 shares of common stock at $2.111 per share for gross proceeds of $296 less deferred costs of $9 in an at-the-market transaction pursuant to the sales agreement with H.C. Wainwright & Co., LLC. On March 27, 2018, we announced that we entered into a research agreement with Rutgers University, The State University of New Jersey, to work with Rutgers researchers in a program focused on discovering compounds and products for improving muscle health and performance. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance to 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 in consolidation. |
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 an 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 fourteen consecutive quarters, and launched its Qurr portfolio of branded products in March 2017. 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 and Cash Equivalents | Cash and 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, 2017 and 2016, 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. 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 at times have exposure to cash in excess of FDIC insured limits. |
Concentrations of Credit Risk, Significant Customers and Significant Supplier | Concentrations of Credit 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 general and administrative expenses in the Consolidated Statements of Operations. Based primarily on collections, during the year ended December 31, 2017, management determined that the allowance for doubtful accounts should be increased. Accordingly, an allowance for doubtful accounts of $59 was recorded for the year ended December 31, 2017. There was no such allowance recorded in 2016. At December 31, 2017 and 2016, the Company had the following concentrations of net accounts receivable with customers: December 31, 2017 2016 Egg Yolk Powder $ 59 $ - Direct-to-consumer 4 8 Subtotal - 8 Allowance for doubtful accounts (59 ) - Accounts receivable, net $ 4 $ 8 For the years ended December 31, 2017 and 2016, the Company had the following concentrations of revenues with customers: December 31, 2017 2016 Cenegenics 38 % 50 % |
Inventories, net | Inventories, net Inventories are valued at the lower of cost or net realizable value , 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.Repairs and maintenance are expensed as incurred. 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, 2017 and 2016. |
Intangible Assets | Intangible Assets The Company’s intangible assets consist primarily of intellectual property pertaining to Fortetropin ® In July 2014, the Company acquired the United States patent application for the manufacture of Fortetropin ® In March 2017, the Company launched a new product line QURR and a related website qurr.com. The Company capitalized $380 of the costs to build the website in accordance with U.S. GAAP and will amortize this asset over 60 month’s useful life. Intangible assets at December 31, 2017 and December 31, 2016 consisted of the following: December 31, December 31, (In thousand $) 2017 2016 Intangibles with finite lives: Intellectual property $ 2,101 $ 2,101 Website - qurr.com 380 380 Less: accumulated amortization (841 ) (574 ) Total intangibles with finite lives: 1,640 1,907 Intangibles with indefinite lives: Patent costs 44 44 Less: impairment charge on patent costs (44 ) (44 ) Total intangibles with indefinite lives: - - Total intangible assets, net $ 1,640 $ 1,907 Amortization expense related to intangible assets for the years ended December 31, 2017 and 2016 was $267 and $210 Based on fourteen 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 2017 and determined that the asset value was recoverable and therefore no impairment was recognized. We had impairment losses recorded during the years ended December 31, 2017 and 2016 of $-0- and $44, respectively. The impairment losses were related to the write-off of capitalized patent costs due to the unlikelihood of certain patents being issued. Assuming no additions, disposals or adjustments are made to the carrying values and/or useful lives of the intangible assets, annual amortization expense for intangible assets is estimated to be $286 in each of the next five years. 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. 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. The adoption of Topic 606 is required for public entities for reporting periods beginning after December 15, 2017. This accounting guidance is effective for us beginning January 1, 2018 using one of two prescribed transition methods. The Company will adopt the provisions of Topic 606 for its fiscal year beginning January 1, 2018 using the modified retrospective transition method. This method involves application of the new guidance to either: (a) all contracts at the date of initial application or (b) only contracts that are not completed at the date of initial application. Under this method, a cumulative effect adjustment is recognized as of the date of initial application. The Company has evaluated the impact of the updated guidance and has determined that the adoption is not expected to have a significant impact on its consolidated financial statements for 2016 and 2017 and related disclosure. |
Advertising | Advertising The Company charges the costs of advertising to sales and marketing expenses as incurred. Advertising costs were $267 and $172 for the years ended December 31, 2017 and 2016, respectively. For the year ended December 31, 2017, advertising costs consisted primarily of marketing costs for our QURR products. For the year ended December 31, 2016, advertising costs consisted primarily of marketing costs for our Rē Muscle Health products. |
Research and Development | Research and Development Research and development expenses consist primarily of 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, 2017 and 2016, the Company incurred research and development expenses of $46 and $-0- respectively which are charged to sales and marketing expenses in the consolidated statement of operations. |
Shipping and Handling Costs | Shipping and Handling Costs The Company records costs for the shipping and handling of products to our customers in cost of sales. These expenses were $37 and $21 for the years ended December 31, 2017 and 2016, respectively. |
Share-based Compensation | Share-based Compensation Share-based payments are measured at their estimated fair value on the date of grant. Share-based awards to non-employees are re-measured at fair value each financial reporting date until performance is completed. Share-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 the 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. |
Deferred Offering Costs | Deferred Offering Costs Upon the successful completion of issuance of our common stock the Company recognizes offering costs as a reduction of equity. In the event that an offering is aborted, such costs are recorded as an expense. |
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, 2017 and 2016, the Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities. 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, 2017 and 2016, the Company incurred a net loss. The aggregate number of potentially dilutive common stock equivalents outstanding at December 31, 2017 excluded from the diluted net loss per share computation because their inclusion would be anti-dilutive were 1,384,192, which includes warrants to purchase an aggregate 821,202 shares of common stock, options to purchase an aggregate of 561,740 shares of common stock, and unvested restricted stock awards of 1,250 shares of common stock. 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 1,491,075, 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. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method in accordance with ASC 740, Accounting for Income Taxes The Tax Cut and Jobs Act (the “Tax Act”) was enacted on December 22, 2017. The Tax Act contains several key provisions including, among other things, reducing the U.S. federal corporate tax rate from thirty-five percent to twenty-one percent. Changes in tax law are accounted for in the period of enactment. In addition, Federal net operating losses (“NOL”) generated during future periods will be carried forward indefinitely, but will be subject to an eighty percent utilization against taxable income. The carryback provision has been revoked for NOL after January 1, 2018. The Company continues to evaluate the impact of the Tax Act and analyze additional guidance. 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, 2017 and 2016, the Company did not recognize any interest or penalty expense related to income taxes. The Company files income tax returns in the U.S. federal jurisdiction and states in which it does business. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Concentration Risk [Line Items] | |
Schedule of intangible assets | December 31, December 31, (In thousand $) 2017 2016 Intangibles with finite lives: Intellectual property $ 2,101 $ 2,101 Website - qurr.com 380 380 Less: accumulated amortization (841 ) (574 ) Total intangibles with finite lives: 1,640 1,907 Intangibles with indefinite lives: Patent costs 44 44 Less: impairment charge on patent costs (44 ) (44 ) Total intangibles with indefinite lives: - - Total intangible assets, net $ 1,640 $ 1,907 |
Accounts receivable [Member] | |
Concentration Risk [Line Items] | |
Schedule of concentrations of net accounts receivable with customers | December 31, 2017 2016 Egg Yolk Powder $ 59 $ - Direct-to-consumer 4 8 Subtotal - 8 Allowance for doubtful accounts (59 ) - Accounts receivable, net $ 4 $ 8 |
Revenues [Member] | |
Concentration Risk [Line Items] | |
Schedule of concentrations of net accounts receivable with customers | December 31, 2017 2016 Cenegenics 38 % 50 % |
Inventories, Net (Tables)
Inventories, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventories, Net [Abstract] | |
Summary of inventory | (In thousands $) December 31, 2017 December 31, 2016 Raw materials $ 2,223 $ 2,378 Work in process 64 5 Finished goods 203 188 2,490 2,571 Less: inventory reserves (711 ) (709 ) Inventories, net $ 1,779 $ 1,862 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fixed Assets [Abstract] | |
Schedule of fixed assets | (In thousands $) December 31, 2017 December 31, 2016 Furniture, fixtures and equipment $ 116 $ 116 Computers and software 68 66 Leasehold improvements 239 239 Other 7 7 Total fixed assets 430 428 Less: accumulated depreciation and amortization (246 ) (195 ) Net book value of fixed assets $ 184 $ 233 |
Prepaid Expenses, Accrued Exp26
Prepaid Expenses, Accrued Expenses, Other Current Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Prepaid Expenses, Accrued Expenses, Other Current Assets and Liabilities [Abstract] | |
Summary of prepaid expenses and other current assets | (In thousands $) December 31, 2017 December 31, 2016 Prepaid insurance $ 88 $ 27 Prepaid consulting and other 75 58 Total prepaid expenses and other current assets $ 163 $ 85 |
Summary of accrued expenses and other current liabilities | (In thousands $) December 31, December 31, Marketing $ - $ 171 Audit and tax fees 82 88 Insurance premium financing 66 - Deferred rent 19 23 Bonus 17 15 Legal fees 69 47 Other accrued expenses 2 17 Total accrued expenses $ 255 $ 361 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity [Abstract] | |
Schedule of periodical gross proceeds from private placements | (In thousand $) Gross Date Shares Proceeds March 3, 2016 1,500,000 (1) 5,250 February 8, 2017 500,000 (2) 2,125 October 31, 2017 500,000 (3) 1,072 2,000,000 $ 8,447 (1) Shares issued pursuant to the closing of first tranche of the financing with RENS Technology Inc. (2) Shares issued pursuant to a registered direct offering at a purchase price of $4.25 per share (3) Shares issued at $2.144 per share under the at the market program |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Warrants [Abstract] | |
Summary of outstanding and exercisable 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 Description Grant Date Granted Expired 2017 Price in years Series A (1) January 27, 2014 315,676 (315,676 ) - N/A N/A Series B (1) January 27, 2014 157,846 - 157,846 $ 45.00 1.07 Series C (2) November 19, 2014 145,399 (142,957 ) 2,442 $ 12.00 2.38 142,957 142,957 $ 9.00 2.38 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 4.38 Rens (3) March 3, 2016 375,000 - 375,000 $ 7.00 3.17 1,333,185 (511,983 ) 821,202 (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. |
Summary of warrants activities | Shares Underlying Warrants Average Balance at December 31, 2015 761,878 $ 18.95 Warrants granted 375,000 7.00 Balance at December 31, 2016 1,136,878 $ 15.01 Warrants expired (315,676 ) 15.00 Balance at December 31, 2017 821,202 $ 11.68 |
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 B 1/27/2014 157,846 $ 7.00 $ 45.00 5.00 150.00 % 0.00 % 1.61 % Series C 11/19/2014 2,442 $ 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 % Repricing Series E 5/18/2015 142,957 $ 5.95 $ 9.00 7.00 96.34 % 0.00 % 1.87 % Rens 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, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of assumptions used to value stock options granted using Black-Scholes model | 2017 Risk-free interest rate 2.19 % Expected volatility 100 % Expected forfeiture rate 0 % Expected term (years) 6.0 Expected dividend yield 0 % |
Schedule of restricted stock awards activity | Weighted Average Grant Date Shares Share Price 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 Vested 46,607 5.17 Forfeited (6,000 ) 1.75 Restricted stock awards unvested at December 31, 2017 1,250 $ 1.02 |
Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of stock option activity | Weighted Weighted Average Shares Average Remaining Under Exercise Contractual Options Price Term (Years) Balance at December 31, 2015 400,545 $ 14.56 7.82 Options cancelled (65,455 ) 13.14 Options forfeited (34,750 ) 12.51 Balance at December 31, 2016 300,340 $ 15.09 6.71 Options granted 300,000 $ 4.00 Options forfeited (38,600 ) 7.15 Balance at December 31, 2017 561,740 $ 7.32 5.61 |
Summary of options outstanding and exercisable | Options Outstanding Options Exercisable Weighted Average Weighted Average Exercise Options Remaining Exercise Options Remaining Price Outstanding Contractual Life Price Exercisable Contractual Life $ 4.00 300,000 9.65 $ 4.00 - 9.65 $ 8.60 16,000 6.19 $ 8.60 16,000 6.19 $ 10.00 40 4.89 $ 10.00 40 4.89 $ 12.10 30,000 6.35 $ 12.10 30,000 6.35 $ 12.50 81,700 6.42 $ 12.50 67,278 5.94 $ 13.45 2,000 6.47 $ 13.45 1,000 6.47 $ 13.50 12,000 6.49 $ 13.50 10,562 6.49 $ 17.50 100,000 5.11 $ 17.50 100,000 5.11 $ 32.00 15,000 3.54 $ 32.00 15,000 3.54 $ 34.50 5,000 3.57 $ 34.50 5,000 3.57 561,740 244,880 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Summary of income tax expense | December 31, December 31, (In thousand $) 2017 2016 Current provision $ - $ - Deferred provision - - Total tax provision (benefit) $ - $ - |
Components of deferred tax assets and liabilities | December 31, December 31, (In thousand $) 2017 2016 Federal net operating losses $ 5,031 $ 6,714 State net operating losses 1,060 635 Stock options 733 1,043 Federal tax credit 190 190 Amortization 295 448 Depreciation (3 ) 11 Contributions 15 21 Other 202 392 Total gross deferred tax assets/(liabilities) 7,523 9,454 Less valuation allowance (7,523 ) (9,454 ) Net deferred tax assets/(liabilities) $ - $ - |
Summary of statutory federal income tax rate and the effective rate reconciliation | December 31, December 31, (In thousand $) 2017 2016 Federal statutory tax benefit $ (1,380 ) $ (1,568 ) Permanent differences 55 103 Federal tax rate change 3,696 - Valuation allowance (2,371 ) 1,465 Income tax provision (benefit) $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies [Abstract] | |
Summary of future minimum lease payments under the non-cancellable operating lease | (In thousand $) Years Ended December 31, Amount 2018 $ 71 2019 72 Total $ 143 |
Summary of supply agreement | (In thousand $) Years Ended December 31, Amount 2018 132 Total $ 132 |
Nature of Operations, Basis o32
Nature of Operations, Basis of Presentation and Liquidity (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 03, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 14, 2017 | Dec. 17, 2015 |
Nature of Operations, Basis of Presentation and Liquidity (Textual) | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Net loss | $ (4,058) | $ (4,341) | |||
RENS Technology Inc. [Member] | Securities Purchase Agreement [Member] | |||||
Nature of Operations, Basis of Presentation and Liquidity (Textual) | |||||
Common stock, par value | $ 0.001 | ||||
First tranche [Member] | RENS Technology Inc. [Member] | Securities Purchase Agreement [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 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of concentrations of net accounts receivable with customers | ||
Subtotal | $ 8 | |
Allowance for doubtful accounts | (59) | |
Accounts receivable, net | 4 | 8 |
Direct-to-consumer [Member] | ||
Schedule of concentrations of net accounts receivable with customers | ||
Subtotal | 4 | 8 |
Egg Yolk Powder [Member] | ||
Schedule of concentrations of net accounts receivable with customers | ||
Subtotal | $ 59 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Details 1) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cenegenics [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, Percentage | 38.00% | 50.00% |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Intangibles with finite lives: | ||
Less: accumulated amortization | $ (841) | $ (574) |
Total intangibles with finite lives: | 1,640 | 1,907 |
Intangibles with indefinite lives: | ||
Total intangibles with indefinite lives: | ||
Less: impairment charge on patent costs | (44) | (44) |
Total intangible assets, net | 1,640 | 1,907 |
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 | 380 |
Patent costs [Member] | ||
Intangibles with indefinite lives: | ||
Total intangibles with indefinite lives: | $ 44 | $ 44 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Mar. 31, 2017 | Jul. 31, 2014 | Apr. 30, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2011 | |
Summary of Significant Accounting Policies (Textual) | ||||||
Allowance for doubtful accounts | $ 59 | |||||
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% | |||||
Impairment | 44 | |||||
Amortization expense for intangible assets year one | 286 | |||||
Amortization expense for intangible assets, year two | 286 | |||||
Amortization expense for intangible assets, year three | 286 | |||||
Amortization expense for intangible assets, year four | 286 | |||||
Amortization expense for intangible assets, year five | 286 | |||||
Advertising cost | 267 | 172 | ||||
Research and development expenses | 46 | |||||
Shipping and handling costs | $ 37 | $ 21 | ||||
Anti-dilutive excluded from diluted net loss per share computation | 1,384,192 | 1,491,075 | ||||
Allowance for doubtful accounts | $ 59 | |||||
Amortization expense of intangibles assets | $ 267 | $ 210 | ||||
Unvested restricted stock awards [Member] | ||||||
Summary of Significant Accounting Policies (Textual) | ||||||
Anti-dilutive excluded from diluted net loss per share computation | 1,250 | 53,857 | ||||
Warrants [Member] | ||||||
Summary of Significant Accounting Policies (Textual) | ||||||
Anti-dilutive excluded from diluted net loss per share computation | 821,202 | 1,136,878 | ||||
Stock option [Member] | ||||||
Summary of Significant Accounting Policies (Textual) | ||||||
Anti-dilutive excluded from diluted net loss per share computation | 561,740 | 300,340 | ||||
Patents [Member] | ||||||
Summary of Significant Accounting Policies (Textual) | ||||||
Estimated useful life of intangible assets | 10 years | 20 years | ||||
Intellectual property [Member] | ||||||
Summary of Significant Accounting Policies (Textual) | ||||||
Estimated useful life of intangible assets | 10 years | |||||
Website qurr.com [Member] | ||||||
Summary of Significant Accounting Policies (Textual) | ||||||
Capitalized costs | $ 380 | |||||
Amortized period | 60 months |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Summary of Inventory | ||
Raw materials | $ 2,223 | $ 2,378 |
Work in process | 64 | 5 |
Finished goods | 203 | 188 |
Inventories, Gross | 2,490 | 2,571 |
Less: inventory reserves | (711) | (709) |
Inventories, net | $ 1,779 | $ 1,862 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Summary of fixed assets | ||
Total fixed assets | $ 430 | $ 428 |
Less: accumulated depreciation | (246) | (195) |
Net book value of fixed assets | 184 | 233 |
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 | 68 | 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, 2017 | Dec. 31, 2016 | |
Fixed Assets (Textual) | ||
Depreciation expense | $ 51 | $ 54 |
Debt (Details)
Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 17, 2015 | Sep. 10, 2015 | Dec. 17, 2016 | Dec. 31, 2015 |
Debt (Textual) | ||||
Principal amount | $ 575 | |||
Accrued interest rate | 8.00% | |||
Description of term note | The Term Note was $100, which was subsequently paid in full in January 2016 as reflected in casgh flows from financing activities in our Consolidated Statements of Cash Flows as of December 31, 2017. | |||
Outstanding balance | $ 400 | |||
Frequency of payments | Each month in four (4) consecutive installments of $100. | |||
Maturity date | Dec. 17, 2016 | |||
RENS Technology Inc. [Member] | ||||
Debt (Textual) | ||||
Accrued interest | $ 46 | |||
Conversion shares of common stock | 225,860 | |||
Conversion price | $ 2.75 |
Prepaid Expenses, Accrued Exp41
Prepaid Expenses, Accrued Expenses, Other Current Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Summary of prepaid expenses and other current assets | ||
Prepaid insurance | $ 88 | $ 27 |
Prepaid consulting and other | 75 | 58 |
Total prepaid expenses and other current assets | $ 163 | $ 85 |
Prepaid Expenses, Accrued Exp42
Prepaid Expenses, Accrued Expenses, Other Current Assets and Liabilities (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Summary of accrued expenses and other current liabilities | ||
Marketing | $ 171 | |
Audit and tax fees | 82 | 88 |
Insurance premium financing | 66 | |
Deferred rent | 19 | 23 |
Bonus | 17 | 15 |
Legal fees | 69 | 47 |
Other accrued expenses | 2 | 17 |
Total accrued expenses | $ 255 | $ 361 |
Prepaid Expenses, Accrued Exp43
Prepaid Expenses, Accrued Expenses, Other Current Assets and Liabilities (Details Textual) $ in Thousands | 1 Months Ended |
Oct. 31, 2016USD ($) | |
Prepaid Expenses, Accrued Expenses, Other Current Assets and Liabilities (Textual) | |
Received purchase order | $ 56 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Class of Stock [Line Items] | |||
Gross Proceeds | $ 2,944 | $ 5,141 | |
Issuance of Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Shares | 2,000,000 | ||
Gross Proceeds | $ 8,447 | ||
Issuance of Common Stock [Member] | March 3, 2016 [Member] | |||
Class of Stock [Line Items] | |||
Shares | [1] | 1,500,000 | |
Gross Proceeds | $ 5,250 | ||
Issuance of Common Stock [Member] | February 8, 2017 [Member] | |||
Class of Stock [Line Items] | |||
Shares | [2] | 500,000 | |
Gross Proceeds | $ 2,125 | ||
Issuance of Common Stock [Member] | October 31, 2017 [Member] | |||
Class of Stock [Line Items] | |||
Shares | [3] | 500,000 | |
Gross Proceeds | $ 1,072 | ||
[1] | Shares issued pursuant to the closing of first tranche of the financing with RENS Technology Inc. | ||
[2] | Shares issued pursuant to a registered direct offering at a purchase price of $4.25 per share | ||
[3] | Shares issued at $2.144 per share under the at the market program |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Feb. 14, 2017 | Feb. 03, 2017 | Jan. 19, 2018 | Oct. 31, 2017 | Feb. 21, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 08, 2017 | Mar. 08, 2016 |
Stockholders' Equity (Textual) | |||||||||
Common stock, shares authorized | 12,000,000 | 12,000,000 | |||||||
Aggregate gross proceeds | $ 8,447 | $ 8,447 | |||||||
Sale of common stock, shares | 500,000 | 500,000 | |||||||
Sale of purchase price per share | $ 4.25 | $ 2.144 | $ 4.25 | ||||||
Gross proceeds of common stock value | $ 2,125 | $ 1,072 | |||||||
Offering costs value | $ 199 | 2,944 | 5,141 | ||||||
Deferred offering costs | $ 54 | $ 102 | |||||||
Subsequent Event [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Sale of common stock, shares | 140,295 | ||||||||
Sale of purchase price per share | $ 2.111 | ||||||||
Gross proceeds of common stock value | $ 296 | ||||||||
Deferred offering costs | $ 9 | ||||||||
H.C. Wainwright [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Offering costs value | 6,000 | ||||||||
Deferred offering costs | $ 125 | ||||||||
Preferred Stock [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 ) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Warrants [Member] | |||
Summarizes information about warrants outstanding and exercisable | |||
Number of Shares Underlying Warrants Originally Granted | 1,333,185 | 375,000 | |
Shares Underlying Warrants Exchanged, Exercised or Expired | (511,983) | ||
Shares Underlying Warrants Outstanding and Exercisable | 821,202 | ||
Exercise price | $ 7 | ||
Series A January 27, 2014 [Member] | |||
Summarizes information about warrants outstanding and exercisable | |||
Grant Date | [1] | Jan. 27, 2014 | |
Number of Shares Underlying Warrants Originally Granted | [1] | 315,676 | |
Shares Underlying Warrants Exchanged, Exercised or Expired | [1] | (315,676) | |
Shares Underlying Warrants Outstanding and Exercisable | [1] | ||
Exercise price | [1] | ||
Expiration Term in years | [1] | 0 years | |
Series B January 27, 2014 [Member] | |||
Summarizes information about warrants outstanding and exercisable | |||
Grant Date | [1] | Jan. 27, 2014 | |
Number of Shares Underlying Warrants Originally Granted | [1] | 157,846 | |
Shares Underlying Warrants Exchanged, Exercised or Expired | [1] | ||
Shares Underlying Warrants Outstanding and Exercisable | [1] | 157,846 | |
Exercise price | [1] | $ 45 | |
Expiration Term in years | [1] | 1 year 26 days | |
Series C November 19, 2014 [Member] | |||
Summarizes information about warrants outstanding and exercisable | |||
Grant Date | [2] | Nov. 19, 2014 | |
Number of Shares Underlying Warrants Originally Granted | [2] | 145,399 | |
Shares Underlying Warrants Exchanged, Exercised or Expired | [2] | (142,957) | |
Shares Underlying Warrants Outstanding and Exercisable | [2] | 2,442 | |
Exercise price | [2] | $ 12 | |
Expiration Term in years | [2] | 2 years 4 months 17 days | |
Series C November 19, 2014 [Member] | Revised [Member] | |||
Summarizes information about warrants outstanding and exercisable | |||
Shares Underlying Warrants Exchanged, Exercised or Expired | [2] | 142,957 | |
Shares Underlying Warrants Outstanding and Exercisable | [2] | 142,957 | |
Exercise price | [2] | $ 9 | |
Expiration Term in years | [2] | 2 years 4 months 17 days | |
Series D November 19, 2014 [Member] | |||
Summarizes information about warrants outstanding and exercisable | |||
Grant Date | [2] | Nov. 19, 2014 | |
Number of Shares Underlying Warrants Originally Granted | [2] | 193,865 | |
Shares Underlying Warrants Exchanged, Exercised or Expired | [2] | (193,865) | |
Shares Underlying Warrants Outstanding and Exercisable | [2] | ||
Exercise price | [2] | ||
Expiration Term in years | [2] | 0 years | |
Series E November 19, 2014 [Member] | |||
Summarizes information about warrants outstanding and exercisable | |||
Grant Date | [2] | Nov. 19, 2014 | |
Number of Shares Underlying Warrants Originally Granted | [2] | 145,399 | |
Shares Underlying Warrants Exchanged, Exercised or Expired | [2] | (145,399) | |
Shares Underlying Warrants Outstanding and Exercisable | [2] | ||
Exercise price | [2] | ||
Expiration Term in years | [2] | 0 years | |
Series E November 19, 2014 [Member] | Revised [Member] | |||
Summarizes information about warrants outstanding and exercisable | |||
Shares Underlying Warrants Exchanged, Exercised or Expired | [2] | 142,957 | |
Shares Underlying Warrants Outstanding and Exercisable | [2] | 142,957 | |
Exercise price | [2] | $ 9 | |
Expiration Term in years | [2] | 4 years 4 months 17 days | |
Rens March 3, 2016 [Member] | |||
Summarizes information about warrants outstanding and exercisable | |||
Grant Date | [3] | Mar. 3, 2016 | |
Number of Shares Underlying Warrants Originally Granted | [3] | 375,000 | |
Shares Underlying Warrants Exchanged, Exercised or Expired | [3] | ||
Shares Underlying Warrants Outstanding and Exercisable | [3] | 375,000 | |
Exercise price | [3] | $ 7 | |
Expiration Term in years | [3] | 3 years 2 months 1 day | |
[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. |
Warrants (Details 1)
Warrants (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of activity in warrants | ||
Ending Balance, Shares Under Warrants / Options | 561,740 | |
Warrants [Member] | ||
Summary of activity in warrants | ||
Beginning Balance, Shares Under Warrants / Options | 1,136,878 | 761,878 |
Warrants granted, Shares Underlying Warrants | 1,333,185 | 375,000 |
Warrants expired, Shares Under Options | (315,676) | |
Ending Balance, Shares Under Warrants / Options | 821,202 | 1,136,878 |
Beginning Balance, Weighted Average Exercise Price | $ 15.01 | $ 18.95 |
Warrants granted, Weighted Average Exercise Price | 7 | |
Warrants expired, Average Exercise Price | 15 | |
Ending Balance, Weighted Average Exercise Price | $ 11.68 | $ 15.01 |
Warrants (Details 2)
Warrants (Details 2) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Assumption used to value warrants using black scholes pricing model | ||
Number of Shares Underlying Warrants Granted | 1,333,185 | 375,000 |
Exercise price | $ 7 | |
Series B January 27, 2014 [Member] | ||
Assumption used to value warrants using black scholes pricing model | ||
Number of Shares Underlying Warrants Granted | 157,846 | |
Stock Price on Measurement Date | $ 7 | |
Exercise price | $ 45 | |
Expected Term | 5 years | |
Expected Volatility | 150.00% | |
Dividend Yield | 0.00% | |
Risk Free Rate | 1.61% | |
Series C November 19, 2014 [Member] | ||
Assumption used to value warrants using black scholes pricing model | ||
Number of Shares Underlying Warrants Granted | 2,442 | |
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 | 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% | |
Repricing Series E May 18, 2015 [Member] | ||
Assumption used to value warrants using black scholes pricing model | ||
Number of Shares Underlying Warrants Granted | 142,957 | |
Stock Price on Measurement Date | $ 5.95 | |
Exercise price | $ 9 | |
Expected Term | 7 years | |
Expected Volatility | 96.34% | |
Dividend Yield | 0.00% | |
Risk Free Rate | 1.87% | |
Rens March 3, 2016 [Member] | ||
Assumption used to value warrants using black scholes pricing model | ||
Number of Shares Underlying Warrants Granted | 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 21, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrant exercise price | $ 5.25 | |
First tranche [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants issued to purchase common stock | 375,000 | |
Warrant exercise price | $ 7 | |
Warrant expiration date | 5 years | |
Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Estimated fair value of warrants | $ 480 |
Stock Compensation (Details)
Stock Compensation (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | 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 | 561,740 | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Beginning Balance, Shares Under Warrants / Options | 300,340 | 400,545 | |
Options granted, Shares Under Options | 300,000 | ||
Options cancelled, Shares Under Options | (65,455) | ||
Options forfeited, Shares Under Options | (38,600) | (34,750) | |
Ending Balance, Shares Under Warrants / Options | 561,740 | 300,340 | 400,545 |
Beginning Balance, Weighted Average Exercise Price | $ 15.09 | $ 14.56 | |
Options granted, Weighted Average Exercise Price | 4 | ||
Options cancelled, Weighted Average Exercise Price | 13.14 | ||
Options forfeited, Weighted Average Exercise Price | 7.15 | 12.51 | |
Ending Balance, Weighted Average Exercise Price | $ 7.32 | $ 15.09 | $ 14.56 |
Options beginning, Weighted Average Remaining Contractual Term (Years) | 5 years 7 months 10 days | 6 years 8 months 16 days | 7 years 9 months 25 days |
Stock Compensation (Details 1)
Stock Compensation (Details 1) - Employee Stock Option [Member] | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 2.19% |
Expected volatility | 100.00% |
Expected forfeiture rate | 0.00% |
Weighted average expected volatility | 100.00% |
Expected term (years) | 6 years |
Expected dividend yield | 0.00% |
Stock Compensation (Details 2)
Stock Compensation (Details 2) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Summary of option outstanding and exercisable | |
Options Outstanding | 561,740 |
Options Exercisable | 244,880 |
$ 4.00 [Member] | |
Summary of option outstanding and exercisable | |
Exercise Price | $ / shares | $ 4 |
Options Outstanding | 300,000 |
Weighted Average Remaining Contractual Life | 9 years 7 months 24 days |
Options Exercisable, exercise price | $ / shares | $ 4 |
Options Exercisable | |
Options Exercisable, Weighted Average Remaining Contractual Life | 9 years 7 months 24 days |
$ 8.60 [Member] | |
Summary of option outstanding and exercisable | |
Exercise Price | $ / shares | $ 8.60 |
Options Outstanding | 16,000 |
Weighted Average Remaining Contractual Life | 6 years 2 months 8 days |
Options Exercisable, exercise price | $ / shares | $ 8.60 |
Options Exercisable | 16,000 |
Options Exercisable, Weighted Average Remaining Contractual Life | 6 years 2 months 8 days |
$ 10.00 [Member] | |
Summary of option outstanding and exercisable | |
Exercise Price | $ / shares | $ 10 |
Options Outstanding | 40 |
Weighted Average Remaining Contractual Life | 4 years 10 months 21 days |
Options Exercisable, exercise price | $ / shares | $ 10 |
Options Exercisable | 40 |
Options Exercisable, Weighted Average Remaining Contractual Life | 4 years 10 months 21 days |
$ 12.10 [Member] | |
Summary of option outstanding and exercisable | |
Exercise Price | $ / shares | $ 12.10 |
Options Outstanding | 30,000 |
Weighted Average Remaining Contractual Life | 6 years 4 months 6 days |
Options Exercisable, exercise price | $ / shares | $ 12.10 |
Options Exercisable | 30,000 |
Options Exercisable, Weighted Average Remaining Contractual Life | 6 years 4 months 6 days |
$ 12.50 [Member] | |
Summary of option outstanding and exercisable | |
Exercise Price | $ / shares | $ 12.50 |
Options Outstanding | 81,700 |
Weighted Average Remaining Contractual Life | 6 years 5 months 1 day |
Options Exercisable, exercise price | $ / shares | $ 12.50 |
Options Exercisable | 67,278 |
Options Exercisable, Weighted Average Remaining Contractual Life | 5 years 11 months 8 days |
$ 13.45 [Member] | |
Summary of option outstanding and exercisable | |
Exercise Price | $ / shares | $ 13.45 |
Options Outstanding | 2,000 |
Weighted Average Remaining Contractual Life | 6 years 5 months 20 days |
Options Exercisable, exercise price | $ / shares | $ 13.45 |
Options Exercisable | 1,000 |
Options Exercisable, Weighted Average Remaining Contractual Life | 6 years 5 months 20 days |
$ 13.50 [Member] | |
Summary of option outstanding and exercisable | |
Exercise Price | $ / shares | $ 13.50 |
Options Outstanding | 12,000 |
Weighted Average Remaining Contractual Life | 6 years 5 months 27 days |
Options Exercisable, exercise price | $ / shares | $ 13.50 |
Options Exercisable | 10,562 |
Options Exercisable, Weighted Average Remaining Contractual Life | 6 years 5 months 27 days |
$ 17.50 [Member] | |
Summary of option outstanding and exercisable | |
Exercise Price | $ / shares | $ 17.50 |
Options Outstanding | 100,000 |
Weighted Average Remaining Contractual Life | 5 years 1 month 9 days |
Options Exercisable, exercise price | $ / shares | $ 17.50 |
Options Exercisable | 100,000 |
Options Exercisable, Weighted Average Remaining Contractual Life | 5 years 1 month 9 days |
$ 32.00 [Member] | |
Summary of option outstanding and exercisable | |
Exercise Price | $ / shares | $ 32 |
Options Outstanding | 15,000 |
Weighted Average Remaining Contractual Life | 3 years 6 months 14 days |
Options Exercisable, exercise price | $ / shares | $ 32 |
Options Exercisable | 15,000 |
Options Exercisable, Weighted Average Remaining Contractual Life | 3 years 6 months 14 days |
$ 34.50 [Member] | |
Summary of option outstanding and exercisable | |
Exercise Price | $ / shares | $ 34.50 |
Options Outstanding | 5,000 |
Weighted Average Remaining Contractual Life | 3 years 6 months 25 days |
Options Exercisable, exercise price | $ / shares | $ 34.50 |
Options Exercisable | 5,000 |
Options Exercisable, Weighted Average Remaining Contractual Life | 3 years 6 months 25 days |
Stock Compensation (Details 3)
Stock Compensation (Details 3) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning Balance, Shares | 53,857 | 18,450 |
Shares Granted | 70,639 | |
Shares Vested | 46,607 | (30,232) |
Shares Forfeited | (6,000) | (5,000) |
Ending Balance, Shares | 1,250 | 53,857 |
Beginning Balance, Weighted Average Grant Date Share Price | $ 2.74 | $ 9.09 |
Shares Granted, Weighted Average Grant Date Share Price | 2.08 | |
Shares Vested, Weighted Average Grant Date Share Price | 5.17 | 5.40 |
Shares Forfeited, Weighted Average Grant Date Share Price | 1.75 | 2.27 |
Ending Balance, Weighted Average Grant Date Share Price | $ 1.02 | $ 2.74 |
Stock Compensation (Details Tex
Stock Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Nov. 30, 2016 | |
Stock Compensation (Textual) | |||
Share-based compensation | $ 160 | $ 392 | |
2012 Equity Incentive Plan [Member] | |||
Stock Compensation (Textual) | |||
Number of shares authorized for issuance | 850,000 | ||
Common stock reserved for issuance | 288,260 | ||
Stock options exercisable, description | Stock options generally vest and become exercisable with respect to 100% of the common stock. | ||
Vesting terms range | 1 year 7 days | ||
Vested options, weighted average remaining contractual life | 5 years 8 months 12 days | ||
Vested options weighted average exercise price, per share | $ 15.3 | ||
Number of shares unvested | 316,860 | 48,750 | |
Number of option granted | 30,000 | ||
Aggregate unrecognized compensation expense of options | $ 154 | ||
Number of shares vested | 244,880 | ||
Weighted average grant date fair value of stock options granted per shares | $ 0.86 | ||
2012 Equity Incentive Plan [Member] | Minimum [Member] | |||
Stock Compensation (Textual) | |||
Number of shares authorized for issuance | 550,000 | ||
Vesting terms range | 4 years 6 months | ||
2012 Equity Incentive Plan [Member] | Maximum [Member] | |||
Stock Compensation (Textual) | |||
Number of shares authorized for issuance | 850,000 | ||
Vesting terms range | 9 years 8 months 12 days |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income tax expense | ||
Current provision | ||
Deferred provision | ||
Total tax provision (benefit) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Income Taxes [Abstract] | ||
Federal net operating losses | $ 5,031 | $ 6,714 |
State net operating losses | 1,060 | 635 |
Stock options | 733 | 1,043 |
Federal tax credit | 190 | 190 |
Amortization | 295 | 448 |
Depreciation | (3) | 11 |
Contributions | 15 | 21 |
Other | 202 | 392 |
Total gross deferred tax assets/(liabilities) | 7,523 | 9,454 |
Less valuation allowance | (7,523) | (9,454) |
Net deferred tax assets/(liabilities) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statutory federal income tax rate and the effective rate reconciliation | ||
Federal statutory tax benefit | $ (1,380,000) | $ (1,568,000) |
Permanent differences | 55,000 | 103,000 |
Federal tax rate change | 3,696 | |
Valuation allowance | (2,371,000) | 1,465,000 |
Income tax provision (benefit) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes (Textual) | ||
U.S. federal income tax rate | 34.00% | |
State net operating loss carry-forwards, gross | $ 5,031 | $ 6,714 |
State net operating loss carry-forwards, gross | 1,060 | 635 |
Federal tax credit | $ 190 | $ 190 |
Federal research and development credits, expiration date | Dec. 31, 2033 | |
Federal and state income tax examination, description | The federal and state income tax returns of the Company for 2013, 2014, 2015 and 2016 are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. | |
Federal [Member] | ||
Income Taxes (Textual) | ||
State net operating loss carry-forwards, gross | $ 23,900 | |
Federal and state net operating loss carry-forwards, expiration date | Dec. 31, 2027 | |
State [Member] | ||
Income Taxes (Textual) | ||
State net operating loss carry-forwards, gross | $ 14,900 | |
Federal and state net operating loss carry-forwards, expiration date | Dec. 31, 2027 |
Commitments and Contingencies59
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Summary of future minimum lease payments under the non-cancellable operating lease | |
2,018 | $ 71 |
2,019 | 72 |
Total | $ 143 |
Commitments and Contingencies60
Commitments and Contingencies (Details 1) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies [Abstract] | |
2,018 | $ 132 |
Total | $ 132 |
Commitments and Contingencies61
Commitments and Contingencies (Details Textual) € in Thousands, $ in Thousands | Nov. 18, 2016 | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2017EUR (€) | Jan. 31, 2017USD ($) | Jan. 31, 2017EUR (€) |
Commitments and Contingencies (Textual) | ||||||
Rent expense | $ 68 | $ 72 | ||||
Minimum purchase obligations under the agreement, 2016 | $ 194 | $ 12 | ||||
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 | $ 26 | ||||
Renewal term of agreement, description | 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. | |||||
Term of lease | 5 years | |||||
Product liability insurance, description | The Company currently maintains products liability insurance of $5 million per-occurrence and a $10 million annual aggregate coverage. | |||||
DIL [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Minimum purchase obligations under the agreement, 2016 | $ 48 | |||||
Supply Agreement [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Minimum purchase obligations under the agreement, 2016 | € | € 40 | € 10 | ||||
Expiration date of agreement | Dec. 31, 2018 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 17, 2015 | Dec. 17, 2016 | Nov. 30, 2016 | Oct. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party Transactions (Textual) | ||||||
Issued unsecured promissory note to Gan Ren | $ 575 | |||||
Accrued interest rate | 8.00% | |||||
Maturity date | Dec. 17, 2016 | |||||
Deposit percentage of manufacture product | 50.00% | |||||
Allowance for doubtful accounts | $ 59 | |||||
Agreed to Sale | $ 118 | |||||
RENS Technology Inc. [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Conversion price | $ 2.75 | |||||
Common stock issued for financing services | 18,182 | |||||
Accrued interest | $ 46 | |||||
Conversion shares of common stock | 225,860 |
Legal Proceedings (Details)
Legal Proceedings (Details) - RENS Technology Inc. [Member] $ in Thousands | Jan. 06, 2017USD ($)shares |
Legal Proceedings (Textual) | |
Aggregate purchase of warrant | 884,259 |
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. 03, 2017 | Jan. 19, 2018 | Oct. 31, 2017 | Feb. 08, 2017 |
Subsequent Events (Textual) | ||||
Sale of common stock, shares | 500,000 | 500,000 | ||
Sale of stock price per share | $ 4.25 | $ 2.144 | $ 4.25 | |
Subsequent Event [Member] | ||||
Subsequent Events (Textual) | ||||
Sale of common stock, shares | 140,295 | |||
Sale of stock price per share | $ 2.111 | |||
Net proceeds on common stock issued | $ 296 | |||
Deferred costs | $ 9 |