Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Feb. 28, 2014 | Jun. 30, 2013 | |
Document Information [Line Items] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'BGMD | ' | ' |
Entity Registrant Name | 'BG MEDICINE, INC. | ' | ' |
Entity Central Index Key | '0001407038 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 27,937,062 | ' |
Entity Public Float | ' | ' | $24,411,412 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash | $7,751 | $12,786 |
Restricted cash | ' | 390 |
Accounts receivable | 319 | 395 |
Inventory | 459 | 447 |
Prepaid expenses and other current assets | 306 | 558 |
Total current assets | 8,835 | 14,576 |
Property and equipment, net | 192 | 197 |
Intangible assets, net | 192 | 372 |
Deposits and other assets | 134 | 96 |
Total assets | 9,353 | 15,241 |
Current liabilities | ' | ' |
Term loan, current portion | 4,353 | 3,245 |
Accounts payable | 965 | 1,110 |
Accrued expenses | 1,993 | 3,549 |
Other current liabilities | 39 | 411 |
Total current liabilities | 7,350 | 8,315 |
Term loan, net of current portion | 2,961 | 6,612 |
Other liabilities | 111 | 5 |
Total liabilities | 10,422 | 14,932 |
Commitments and contingencies (Note 14) | ' | ' |
Stockholders' (deficit) equity | ' | ' |
Common stock; $.001 par value; 100,000,000 shares authorized at December 31, 2013 and December 31, 2012; 27,936,222 and 20,515,398 shares issued and outstanding at December 31, 2013 and December 31, 2012, respectively | 28 | 21 |
Additional paid-in capital | 151,841 | 137,377 |
Accumulated deficit | -152,938 | -137,089 |
Total stockholders' (deficit) equity | -1,069 | 309 |
Total liabilities and stockholders' (deficit) equity | $9,353 | $15,241 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 27,936,222 | 20,515,398 |
Common stock, shares outstanding | 27,936,222 | 20,515,398 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenues: | ' | ' | ' |
Product revenues | $3,683 | $2,570 | $451 |
Service revenues | 390 | 245 | 1,183 |
Total revenues | 4,073 | 2,815 | 1,634 |
Costs and operating expenses: | ' | ' | ' |
Product costs | 1,247 | 841 | 172 |
Service costs | 142 | 116 | 447 |
Research and development | 3,735 | 7,582 | 7,998 |
Selling and marketing | 6,193 | 9,451 | 5,293 |
General and administrative | 7,130 | 7,553 | 5,209 |
Total costs and operating expenses | 18,447 | 25,543 | 19,119 |
Loss from operations | -14,374 | -22,728 | -17,485 |
Non-cash consideration associated with stock purchase agreement | -329 | ' | ' |
Interest income | 15 | 22 | 31 |
Interest expense | -1,168 | -1,083 | -89 |
Other income (expense) | 7 | 20 | -39 |
Net loss | -15,849 | -23,769 | -17,582 |
Accretion of redeemable convertible preferred stock | ' | ' | -118 |
Net loss attributable to common stockholders | ($15,849) | ($23,769) | ($17,700) |
Net loss attributable to common stockholders per share - basic and diluted | ($0.58) | ($1.18) | ($1) |
Weighted-average common shares outstanding used in computing per share amounts - basic and diluted | 27,212,837 | 20,215,956 | 17,638,139 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' (Deficit) Equity (USD $) | Total | Conversion of bridge notes into common stock upon initial public offering | Conversion of redeemable convertible preferred stock into common stock upon initial public offering | Issuance of common stock in lieu of bonus | Issuance of shares under stock purchase agreement | Series B convertible preferred stock | Series B convertible preferred stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Accumulated Deficit |
In Thousands, except Share data | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Conversion of convertible preferred stock into common stock upon initial public offering | USD ($) | Conversion of bridge notes into common stock upon initial public offering | Conversion of redeemable convertible preferred stock into common stock upon initial public offering | Conversion of convertible preferred stock into common stock upon initial public offering | Issuance of common stock upon exercise of warrants, net | Issuance of common stock in lieu of bonus | Issuance of shares under stock purchase agreement | USD ($) | Conversion of bridge notes into common stock upon initial public offering | Conversion of redeemable convertible preferred stock into common stock upon initial public offering | Conversion of convertible preferred stock into common stock upon initial public offering | Issuance of common stock in lieu of bonus | Issuance of shares under stock purchase agreement | USD ($) |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||||||||||
Beginning Balance at Dec. 31, 2010 | ($77,409) | ' | ' | ' | ' | $1,708 | ' | $3 | ' | ' | ' | ' | ' | ' | $16,618 | ' | ' | ' | ' | ' | ($95,738) |
Beginning Balance (in shares) at Dec. 31, 2010 | ' | ' | ' | ' | ' | 1,138,716 | ' | 2,994,668 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -17,582 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -17,582 |
Issuance of common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | 5,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock | 34,818 | ' | ' | ' | ' | ' | ' | 6 | ' | ' | ' | ' | ' | ' | 34,812 | ' | ' | ' | ' | ' | ' |
Conversion of convertible preferred stock into common stock upon initial public offering (in shares) | ' | ' | ' | ' | ' | ' | -1,138,716 | ' | ' | 9,222,672 | 319,259 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of convertible preferred stock into common stock upon initial public offering | ' | ' | 72,211 | ' | ' | ' | -1,708 | ' | ' | 9 | ' | ' | ' | ' | ' | ' | 72,202 | 1,708 | ' | ' | ' |
Issuance of common stock other (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 908,651 | ' | ' | 260,176 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock other | ' | 6,361 | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | 6,360 | ' | ' | ' | ' | ' |
Issuance of common stock upon exercise of stock options (in shares) | ' | ' | ' | ' | ' | ' | ' | 505,848 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock upon exercise of stock options | 450 | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | 449 | ' | ' | ' | ' | ' | ' |
Issuance of common stock under employee stock purchase plan (in shares) | ' | ' | ' | ' | ' | ' | ' | 4,760 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock under employee stock purchase plan | 20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20 | ' | ' | ' | ' | ' | ' |
Accretion of redeemable convertible preferred stock | -118 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -118 | ' | ' | ' | ' | ' | ' |
Reclassification of warrants to equity | 272 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 272 | ' | ' | ' | ' | ' | ' |
Stock-based compensation | 1,869 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,869 | ' | ' | ' | ' | ' | ' |
Ending Balance at Dec. 31, 2011 | 20,892 | ' | ' | ' | ' | ' | ' | 20 | ' | ' | ' | ' | ' | ' | 134,192 | ' | ' | ' | ' | ' | -113,320 |
Ending Balance (in shares) at Dec. 31, 2011 | ' | ' | ' | ' | ' | ' | ' | 19,966,034 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -23,769 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -23,769 |
Issuance of common stock other (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 47,476 | 2,778 | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock other | ' | ' | ' | 22 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22 | ' | ' |
Issuance of common stock upon exercise of stock options (in shares) | ' | ' | ' | ' | ' | ' | ' | 477,158 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock upon exercise of stock options | 543 | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | 542 | ' | ' | ' | ' | ' | ' |
Issuance of common stock under employee stock purchase plan (in shares) | ' | ' | ' | ' | ' | ' | ' | 21,952 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock under employee stock purchase plan | 43 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 43 | ' | ' | ' | ' | ' | ' |
Issuance of warrants | 240 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 240 | ' | ' | ' | ' | ' | ' |
Stock-based compensation | 2,338 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,338 | ' | ' | ' | ' | ' | ' |
Ending Balance at Dec. 31, 2012 | 309 | ' | ' | ' | ' | ' | ' | 21 | ' | ' | ' | ' | ' | ' | 137,377 | ' | ' | ' | ' | ' | -137,089 |
Ending Balance (in shares) at Dec. 31, 2012 | ' | ' | ' | ' | ' | ' | ' | 20,515,398 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -15,849 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -15,849 |
Issuance of common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | 6,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock | 12,769 | ' | ' | ' | ' | ' | ' | 7 | ' | ' | ' | ' | ' | ' | 12,762 | ' | ' | ' | ' | ' | ' |
Issuance of common stock other (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 326,860 | ' | 132,743 | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock other | ' | ' | ' | ' | 329 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 329 | ' |
Issuance of common stock upon exercise of stock options (in shares) | 30,135 | ' | ' | ' | ' | ' | ' | 30,135 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock upon exercise of stock options | 27 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27 | ' | ' | ' | ' | ' | ' |
Issuance of common stock under employee stock purchase plan (in shares) | ' | ' | ' | ' | ' | ' | ' | 31,086 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock under employee stock purchase plan | 22 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22 | ' | ' | ' | ' | ' | ' |
Issuance of warrants | 163 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 163 | ' | ' | ' | ' | ' | ' |
Stock-based compensation | 1,161 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,161 | ' | ' | ' | ' | ' | ' |
Ending Balance at Dec. 31, 2013 | ($1,069) | ' | ' | ' | ' | ' | ' | $28 | ' | ' | ' | ' | ' | ' | $151,841 | ' | ' | ' | ' | ' | ($152,938) |
Ending Balance (in shares) at Dec. 31, 2013 | ' | ' | ' | ' | ' | ' | ' | 27,936,222 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholders' (Deficit) Equity (Parenthetical) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2011 |
Issuance of shares upon public offering, offering costs | $1 | $5.40 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash flows from operating activities | ' | ' | ' |
Net loss | ($15,849) | ($23,769) | ($17,582) |
Adjustments to reconcile net loss to net cash used in operating activities | ' | ' | ' |
Depreciation and amortization | 165 | 273 | 420 |
Impairment of intangible asset | 105 | ' | ' |
Stock-based compensation | 1,161 | 2,338 | 1,869 |
Non-cash interest expense | 221 | 188 | 128 |
Non-cash consideration associated with stock purchase agreement | 329 | ' | ' |
Gain on sale of property and equipment | -53 | ' | ' |
Stock issued in lieu of bonus | ' | 22 | ' |
Changes in operating assets and liabilities | ' | ' | ' |
Restricted cash | 390 | 175 | -565 |
Accounts receivable | 76 | -280 | 671 |
Inventory | -12 | -235 | -212 |
Prepaid expenses and other assets | 214 | 110 | -84 |
Accounts payable, accrued expenses and other liabilities | -1,650 | 802 | 542 |
Deferred revenue and customer deposits | -385 | -957 | -153 |
Net cash flows used in operating activities | -15,288 | -21,333 | -14,966 |
Cash flows from investing activities | ' | ' | ' |
Purchases of property and equipment | -132 | -85 | -93 |
Proceeds from the sale of property and equipment | 100 | ' | ' |
Purchases of investments | ' | ' | -16,139 |
Proceeds from sales and maturities of investments | ' | ' | 16,139 |
Net cash flows used in investing activities | -32 | -85 | -93 |
Cash flows from financing activities | ' | ' | ' |
Proceeds from public offering | 13,058 | ' | ' |
Proceeds from initial public offering | ' | ' | 37,433 |
Proceeds from issuance of term loan | ' | 10,000 | ' |
Payments on term loan | -2,533 | ' | -100 |
Costs related to public offering | -289 | ' | ' |
Costs related to term loan issuance | ' | -256 | ' |
Proceeds from ESPP purchase | 22 | 43 | 20 |
Proceeds from the exercise of stock options | 27 | 543 | 450 |
Net cash flows provided by financing activities | 10,285 | 10,330 | 36,508 |
Net (decrease) increase in cash and cash equivalents | -5,035 | -11,088 | 21,449 |
Cash and cash equivalents, beginning of year | 12,786 | 23,874 | 2,425 |
Cash and cash equivalents, end of year | 7,751 | 12,786 | 23,874 |
Supplemental disclosure of cash flow information | ' | ' | ' |
Cash paid for interest | 863 | 763 | 2 |
Supplemental disclosure of non-cash activities | ' | ' | ' |
Issuance of common stock warrants | 163 | 240 | ' |
Conversion of preferred stock | ' | ' | 73,919 |
Conversion of bridge notes and accrued interest | ' | ' | 6,361 |
Conversion of warrant liability | ' | ' | 272 |
Deferred rental expense for equipment exchange | ' | 20 | 50 |
Initial public offering | ' | ' | ' |
Cash flows from financing activities | ' | ' | ' |
Costs related to public offering | ' | ' | ($1,295) |
Description_of_Business_and_Ba
Description of Business and Basis of Presentation | 12 Months Ended | |
Dec. 31, 2013 | ||
Description of Business and Basis of Presentation | ' | |
1 | Description of Business and Basis of Presentation | |
Description of Business | ||
BG Medicine, Inc. (“BG Medicine” or the “Company”) is a commercial stage company that is focused on the development and delivery of diagnostic solutions to aid in the clinical management of heart failure and related disorders. The Company currently has two diagnostic tests, the first of which is the BGM Galectin-3® Test, a novel assay for measuring galectin-3 levels in blood plasma or serum for use as an aid in assessing the prognosis of patients diagnosed with heart failure. The second diagnostic test is the CardioSCORE™ Test, which is designed to identify individuals at high risk for near-term, significant cardiovascular events, such as heart attack and stroke. Currently, the Company’s focus is on the adoption and commercialization of the galectin-3 test. Over the periods covered by these financial statements, BG Medicine has evolved from a mass spectrometry-based biomarker discovery, development and commercialization diagnostics company. In February 2011, BG Medicine completed its initial public offering. | ||
Basis of Presentation | ||
The accompanying consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business, and includes the accounts of the Company and its wholly-owned subsidiary, BG Medicine N.V., a company organized under the laws of The Netherlands. All intercompany accounts and transactions have been eliminated in consolidation. | ||
At December 31, 2013, the Company had cash totaling $7.8 million, an outstanding balance of $7.5 million under a secured term loan facility with an unamortized debt discount of $0.2 million, and a stockholders’ deficit of $1.1 million. During the year ended December 31, 2013, the Company incurred a net loss totaling $15.8 million and used cash in operating activities totaling $15.3 million. The Company expects to continue to incur losses and use cash in operating activities in 2014 and beyond. | ||
The Company is in the early stages of commercializing its BGM Galectin-3 Test. Interest in the BGM Galectin-3 Test is increasing as a result of the Company’s market development activities, although it has not yet translated into significant revenue. In order to achieve profitability, the Company will need to generate significant product revenues. | ||
The level of reimbursement for the Company’s BGM Galectin-3 Test is one of many key influences on expanding commercial interest in adoption of the test. Effective January 1, 2014, the payment rate at which the Company’s BGM Galectin-3 Test is reimbursed by the Centers for Medicare and Medicaid Services (“CMS”) was increased to $30.01 from $17.80 per test. The 2014 national limitation amount applies across the U.S. except in Ohio and West Virginia where rates of $23.99 and $26.40, respectively, will apply. In addition, the 2014 national limitation amount is subject to a 2% sequestration applicable to Medicare services. | ||
The Company believes that its existing cash will be sufficient to fund its operations into the third quarter of 2014. For the full year 2014, as compared to 2013, the Company expects to increase its revenues from the higher reimbursement levels described above and engaging additional laboratory providers, and to decrease its operating expenses. If forecasted revenue increases are not realized in the near term, the Company would take measures to realign its costs with its revenues to preserve its cash resources. Such efforts to preserve its business may limit future revenue growth and the ability to develop new diagnostic tests. | ||
In addition to its cash, the Company also has a Common Stock Purchase Agreement (“Purchase Agreement”) pursuant to which it may require Aspire Capital Fund, LLC to purchase up to $12 million of the Company’s common stock (Note 10), subject to the conditions and limitations contained therein, including a floor price of $1.00 per share required by the Purchase Agreement. The Company’s stock price closed at $1.04 on December 31, 2013, and has traded near and below the $1.00 floor price during 2013. If in the future, the Company’s closing stock price falls below the $1.00 floor price, the Company would not have access to this facility. The Company has not yet sold any shares under the Purchase Agreement, which expires in May 2015. | ||
As further described in Note 8, the Company’s term loan is secured by substantially all of the Company’s assets. The loan and security agreement contains customary events of default that entitle the lenders to cause any or all of the Company’s indebtedness under the loan and security agreement to become immediately due and payable and could cause the lenders to foreclose on the collateral securing the indebtedness, including the Company’s cash. The events of default include, among others, acceleration under a material adverse effect clause. | ||
Until the Company generates significant product revenues to reach cash breakeven, the Company will need to raise additional funds to finance its operations and service its existing debt. The Company may not be able to obtain adequate financing to do so when necessary, and the terms of any financings may not be advantageous. | ||
The above circumstances along with the Company’s history and near term forecast of incurring net losses and negative operating cash flows raise substantial doubt regarding its ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern. |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Significant Accounting Policies | ' | ||||||||||||
2 | Significant Accounting Policies | ||||||||||||
Use of Estimates | |||||||||||||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates. | |||||||||||||
Restricted Cash | |||||||||||||
Restricted cash was used solely to fund the research and development efforts under the High Risk Plaque Initiative Program (HRP) (Note 16). The Company has reported the changes in restricted cash as an operating activity in the statements of cash flows as a result of the Company receiving cash in prepayment of planned expenditures that was restricted for funding HRP expenses. At December 31, 2013, the HRP initiative had met its goals and all funding from the participating companies had been applied to initiative expenses, with no restricted cash remaining. | |||||||||||||
Accounts Receivable | |||||||||||||
Accounts receivable are stated at the amount management expects to collect from outstanding balances. Allowances for doubtful accounts are provided for those outstanding balances considered to be uncollectible based upon historical experience and management’s evaluation of the outstanding balances at year end. Bad debts, if any, are written off against the allowance when identified and offset by recoveries when received. There were no bad debt expenses and no allowance for doubtful accounts in the periods presented. | |||||||||||||
Concentration of Credit Risk and Significant Customers | |||||||||||||
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and accounts receivable. Cash is deposited with institutions that management believes to be of high credit quality. To reduce credit risk associated with accounts receivable, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that accounts receivable credit risk exposure is limited. The Company does not require collateral from its customers. | |||||||||||||
The Company has one customer which generated 74%, 81% and 76% of its product revenues in 2013, 2012 and 2011, respectively, and 56% of its accounts receivable at December 31, 2013. Service revenues in 2013 were generated from HRP (Note 16). | |||||||||||||
Concentration of Supplier Risk | |||||||||||||
The Company obtains materials included in its BGM Galectin-3 Test from a small group of suppliers. The Company carries significant strategic inventories of these materials to reduce the risk associated with this small group of suppliers. Strategic inventories are managed based on demand. To date, the Company has been able to obtain adequate supplies of the materials used in the production of its products in a timely manner from existing sources. | |||||||||||||
Inventory | |||||||||||||
Inventory is stated at the lower of cost or market. Costs are determined under the first-in, first-out (FIFO) method. Inventories consisted of the following at December 31: | |||||||||||||
(in thousands) | 2013 | 2012 | |||||||||||
Raw materials | $ | 107 | $ | 81 | |||||||||
Finished goods | 352 | 366 | |||||||||||
Total inventories | $ | 459 | $ | 447 | |||||||||
Revenue Recognition | |||||||||||||
Product Revenues | |||||||||||||
Product revenues are recognized when the following criteria have been met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred and risk of loss has passed; (iii) the seller’s price to the buyer is fixed or determinable; and (iv) collectability is reasonably assured. | |||||||||||||
The Company sells its products through supply agreements with laboratory testing services and diagnostic testing distributors and directly to hospitals and clinics. The Company recognizes revenue when products are received by customers, at which time both title and risk of loss have passed to the customers. The Company negotiates credit terms on a customer-by-customer basis and products are shipped at an agreed-upon price. | |||||||||||||
Revenue is recorded net of taxes collected from customers that are remitted to governmental authorities, with the collected taxes recorded as current liabilities until remitted to the relevant government authority. Freight costs billed to customers are recorded as revenue. | |||||||||||||
The Company does not currently provide an allowance for doubtful accounts or a reserve for sales returns as the Company has not experienced any credit losses, and returns are only allowed for defects in workmanship. | |||||||||||||
Service Revenues | |||||||||||||
Service revenues are primarily attributable to the activities from the HRP initiative, for which all revenue has been recorded as of December 31, 2013. The Company does not expect to record service revenues in 2014 or beyond. | |||||||||||||
The Company’s revenue has historically been generated through initiatives, collaborations and biomarker discovery and analysis services agreements. The services the Company provides under these agreements typically include the integrated analysis of preclinical and/or clinical samples to identify biomarkers related to disease mechanisms. In some cases, the Company has retained certain intellectual property rights to the biomarkers identified in the course of these arrangements. The revenue arrangements have a stated term and the Company has no obligations or ongoing commitments after the specified term of the arrangement. | |||||||||||||
Revenue generated from collaborations and initiatives, such as the HRP initiative described in Note 16, includes revenue from research services and technology licensing agreements. Under these arrangements, the Company is contractually obligated to provide research services and project oversight and administration. The rights to the results of the research, including any intellectual property developed, are licensed to all the members of the collaboration at the inception of the arrangement. The Company has accounted for all deliverables, which include the research services, oversight and administration and the rights to the intellectual property developed, as a single unit of accounting as there is no stand-alone value to the individual elements. The Company considers the terms and conditions of each agreement and recognizes revenues based upon a proportional performance methodology. This methodology involves recognizing revenue over the term of the agreement, as underlying research costs are incurred, and measured on the basis of input measures such as labor or instrument hours expended. The Company believes that these input measures approximate the output measures as the costs incurred are directly proportional to the services that are being provided. The Company makes adjustments, if necessary, to the estimates used in its calculations as work progresses and as such changes are known. The principal costs under these agreements are for personnel and instrumentation expenses to conduct research and development but also include costs for materials and other direct and indirect items necessary to complete the research under these agreements. Actual results may vary from the Company’s estimates. | |||||||||||||
Payments received on uncompleted long-term contracts may be greater than incurred costs and estimated earnings and have been recorded as deferred revenues and classified as other current liabilities in the accompanying consolidated balance sheets. | |||||||||||||
Product Costs | |||||||||||||
Product costs consist of contract-manufacturing for the BGM Galectin-3 Test, freight, and revenue-based royalty expenses for certain galectin-3 in-licensed intellectual property. In 2013, the Company became subject to excise taxes due to the classification of the galectin-3 test as a taxable medical device. The excise tax is included in product costs. Product costs exclude depreciation and amortization, which are included in operating expenses. | |||||||||||||
Service Costs | |||||||||||||
Service costs consist primarily of expenses incurred in connection with the collaborative research and development agreements and biomarker discovery and analysis services agreements. Expenses include outside services and internal personnel costs, laboratory consumables, license fees and overhead expenses related to providing these services. The majority of the cost of service revenue in the periods presented was incurred in connection with the HRP initiative discussed in Note 16. | |||||||||||||
Research and Development Costs | |||||||||||||
Research and development costs are expensed as incurred. Nonrefundable advance payments, if any, for goods and services used in research and development are recognized as expenses as the related goods are delivered or services are performed. Research and development costs include labor, materials and supplies and overhead. | |||||||||||||
Intangible Assets and Long Lived Assets | |||||||||||||
The only intangible asset recognized at December 31, 2013 and 2012 relates to the cost of completed technology acquired for use in connection with the Company’s development of the galectin-3 test and certain other technologies. The assigned life is 10 years, which contemplates a three to five year phase of development of the tests followed by the expected commercial life of the diagnostic test. Amortization of this asset has been recorded within research and development expense for all periods presented. | |||||||||||||
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets, including intangible assets, may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicates that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and fair value. | |||||||||||||
Stock-Based Compensation | |||||||||||||
Stock-based compensation expense is recognized based on the grant-date fair value using the Black-Scholes valuation model. The Company recognizes compensation expense only for those stock-based awards expected to vest after considering expected forfeitures. Cumulative compensation expense is at least equal to the compensation expense for vested awards. Stock-based compensation is recognized on a straight-line basis over the service period of each award. Stock compensation costs have not been capitalized by the Company. | |||||||||||||
The Company accounts for stock-based awards issued to non-employees by recognizing compensation expense based on the fair value of such awards when the services are completed over the vesting period of the award. | |||||||||||||
Income Taxes | |||||||||||||
Deferred tax assets and liabilities are recorded to reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts as measured under enacted tax laws. A valuation allowance is provided to offset any net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax asset will not be realized. | |||||||||||||
The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions. The Company recognizes tax benefits when a position is more likely than not to be sustained upon examination by the applicable taxing authority. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to uncertain tax positions within the provision for income taxes. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. | |||||||||||||
Net Loss Attributable to Common Stockholders Per Share | |||||||||||||
Basic net loss attributable to common stockholders per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and dilutive common share equivalents outstanding for the period, determined using the treasury-stock method and the as if-converted method, for convertible securities, if inclusion of these elements is not antidilutive. Because the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share. | |||||||||||||
The following table summarizes the computation of basic and diluted net loss per share applicable to common stockholders for the years ended December 31: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands, except share and per share data) | |||||||||||||
Net loss | $ | (15,849) | $ | -23,769 | $ | (17,582) | |||||||
Accretion of redeemable convertible preferred stock | - | - | (118) | ||||||||||
Net loss attributable to common stockholders | $ | (15,849) | $ | -23,769 | $ | (17,700) | |||||||
Weighted average number of common shares outstanding - basic and diluted | 27,212,837 | 20,215,956 | 17,638,139 | ||||||||||
Net loss per share attributable to common stockholders - basic and diluted | $ | (0.58) | $ | -1.18 | $ | (1.00) | |||||||
The following potential common shares were excluded from the computation of diluted net loss per share attributable to common stockholders because they had an antidilutive impact due to the losses reported: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Options to purchase common stock | 2,597,269 | 2,784,933 | 2,830,975 | ||||||||||
Warrants to purchase common stock | 864,555 | 1,086,343 | 1,097,385 | ||||||||||
Total | 3,461,824 | 3,871,276 | 3,928,360 | ||||||||||
Segments | |||||||||||||
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company’s chief executive officer is the CODM, and he uses consolidated financial information in determining how to allocate resources and assess performance. The Company has determined that it operates in one segment. All of the Company’s assets are located in the United States and substantially all of the Company’s revenues are from customers in the United States. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 12 Months Ended | |
Dec. 31, 2013 | ||
Fair Value of Financial Instruments | ' | |
3 | Fair Value of Financial Instruments | |
At December 31, 2013 and 2012, the Company’s financial instruments consist of cash, accounts receivable, accounts payable and debt. The carrying amounts of accounts receivable, accounts payable and short-term debt are considered reasonable estimates of their fair value, due to the short maturity of these instruments. The carrying amount of the long term debt was considered a reasonable estimate of fair value because the Company’s effective interest rate is near current market rates for instruments with similar characteristics. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Property and Equipment | ' | ||||||||||
4 | Property and Equipment | ||||||||||
Property and equipment consist of the following as of December 31: | |||||||||||
Estimated | 2013 | 2012 | |||||||||
Useful Life | |||||||||||
(in thousands) | |||||||||||
Computer equipment | 3 years | $ | 527 | $ | 2,121 | ||||||
Laboratory equipment | 3-5 years | 164 | 2,202 | ||||||||
Office furniture | 5 years | 147 | 203 | ||||||||
Leasehold improvements | 4 years | 29 | 457 | ||||||||
867 | 4,983 | ||||||||||
Less: Accumulated depreciation | (675) | (4,786) | |||||||||
Property and equipment, net | $ | 192 | $ | 197 | |||||||
Depreciation expense for the years ended December 31, 2013, 2012 and 2011 was $92,000, $189,000 and $335,000, respectively. |
Intangible_Assets
Intangible Assets | 12 Months Ended | |
Dec. 31, 2013 | ||
Intangible Assets | ' | |
5 | Intangible Assets | |
Intangible assets with an original cost of $750,000 are comprised of a completed technology that was obtained under a perpetual license (Note 15). In 2013, the Company abandoned one of the licensed patents included in this completed technology, with an original cost of $250,000 resulting in an impairment charge of $105,000. The remaining assets are being amortized over their economic lives, a weighted-average amortization period of 8.7 years. Accumulated amortization totaled $308,000 and $378,000 at December 31, 2013 and 2012, respectively. Amortization expense for the years ended December 31, 2013, 2012 and 2011 was $75,000, $84,000 and $85,000, respectively. The amortization expense for the next 3 years is expected to approximate $58,000 annually and amortization expense in the final year is expected to approximate $18,000. |
Accrued_Expenses
Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accrued Expenses | ' | ||||||||
6 | Accrued Expenses | ||||||||
Accrued expenses at December 31 consist of: | |||||||||
2013 | 2012 | ||||||||
(in thousands) | |||||||||
Contract research and development | $ | 763 | $ | 1,827 | |||||
Consulting and professional service fees | 449 | 681 | |||||||
Employee compensation and related costs | 300 | 776 | |||||||
Accrued interest expense | 179 | 122 | |||||||
Other | 302 | 143 | |||||||
Total accrued expenses | $ | 1,993 | $ | 3,549 | |||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Taxes | ' | ||||||||||||
7 | Income Taxes | ||||||||||||
The tax benefit arising from the Company’s net losses has been offset by increases in the valuation allowance. Accordingly, the Company had no net income tax provision or benefit during the years ended December 31, 2013 and 2012. Components of the net deferred tax asset at December 31, 2013 and 2012 are as follows: | |||||||||||||
2013 | 2012 | ||||||||||||
(in thousands) | |||||||||||||
Net operating loss carryforwards | $ | 46,111 | $ | 40,423 | |||||||||
Tax credit carryforwards | 3,024 | 4,072 | |||||||||||
Capitalized research and development costs | 2,369 | 2,567 | |||||||||||
Deferred revenue | 8 | 159 | |||||||||||
Non-qualified employee stock options | 864 | 1,751 | |||||||||||
Other temporary differences | 239 | 381 | |||||||||||
52,615 | 49,353 | ||||||||||||
Valuation allowance | (52,615) | (49,353) | |||||||||||
Net deferred tax asset | $ | - | $ | - | |||||||||
At December 31, 2013, the Company had available federal net operating loss carryforwards of $117,639,000 that expire at various dates through 2033. The federal net operating loss includes excess benefits related to the exercise of stock options of $1,463,000 that when utilized will be recorded through additional paid in capital. In assessing the realizability of net deferred tax assets, management considers whether it is more likely than not that the net deferred tax assets will be realized. The ultimate realization of net deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing future deductible amounts become deductible. Management has established a full valuation allowance against the net deferred tax assets at December 31, 2013 and 2012 since it is more likely than not that these future tax benefits will not be realized. During 2013, 2012 and 2011, the valuation allowance increased by approximately $3,262,000, $8,824,000, and $5,649,000 respectively. | |||||||||||||
At December 31, 2013, the Company had federal and state research and development credit carryforwards of $2,066,000 and $1,413,000, respectively. The net credit carryforwards may be used to offset future income taxes and expire at various dates through 2033. Changes in the Company’s ownership, as defined in the U.S. Internal Revenue Code, may limit the Company’s ability to utilize the tax credit and net operating loss carryforwards. | |||||||||||||
The Company files tax returns in the United States, Massachusetts and other states. The tax years 2008 through 2013 remain open to examination by major taxing jurisdictions to which the Company is subject, which are primarily the United States federal and Massachusetts, as carryforward attributes generated in years past may still be adjusted upon examination by the Internal Revenue Service or state tax authorities if they have or will be used in a future period. The Company is currently not under examination by the Internal Revenue Service or any other jurisdictions for any tax years. The Company recognizes both accrued interest and penalties related to unrecognized benefits in income tax expense. The Company has not recorded any interest or penalties on any unrecognized tax benefits since its inception. The Company does not believe material uncertain tax positions have arisen to date, and as a result, no reserves for these matters have been recorded. | |||||||||||||
A reconciliation of income tax (expense) benefit at the statutory federal income tax rate and income taxes as reflected in the financial statements at December 31, 2013, 2012 and 2011 is as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Federal income tax at statutory rate | 34.0% | 34.0% | 34.0% | ||||||||||
State income tax, net of federal benefit | 3.42% | 4.38% | 5.18% | ||||||||||
Book compensation related to stock options | (5.45)% | (0.76)% | (1.34)% | ||||||||||
Change in income tax liability | (5.46)% | (1.96)% | (1.49)% | ||||||||||
Permanent differences | (6.74)% | 0.50% | (1.79)% | ||||||||||
Other | 0.98% | 0.45% | 1.68% | ||||||||||
Increase in valuation allowance | (20.75)% | (36.61)% | (36.24)% | ||||||||||
Effective tax rate | -% | -% | -% | ||||||||||
Term_Loan
Term Loan | 12 Months Ended | |
Dec. 31, 2013 | ||
Term Loan | ' | |
8 | Term Loan | |
On February 10, 2012, the Company entered into a secured term loan facility, and a term loan in the aggregate principal amount of $10.0 million was funded upon the closing of the transaction. | ||
The term loan accrues interest at a rate of 8% per annum plus the higher of (a) the 3-month LIBOR rate or (b) 1.25%. The interest rate in effect at December 31, 2013 was 9.25%. Interest only payments were made for the first twelve months of the loan term. Following that initial twelve month period, principal and interest payments are required to be paid on a monthly basis through maturity at September 2015. The term loan is secured by substantially all of the Company’s assets, other than its intellectual property, for which the Company has provided a negative pledge. The loan and security agreement contains customary representations and warranties and customary affirmative and negative covenants, including, among others, covenants that limit or restrict the Company’s ability to incur indebtedness, merge or consolidate, dispose of assets, make acquisitions, pay dividends or make distributions, or repurchase stock. In addition, the loan and security agreement contains customary events of default that entitle the lenders to cause any or all of the Company’s indebtedness under the loan and security agreement to become immediately due and payable and could cause the lenders to foreclose on the collateral securing the indebtedness, including the Company’s cash. The events of default include, among others, non-payment of principal and interest when due, inaccuracy of representations and warranties, covenant defaults, bankruptcy and insolvency and the occurrence of a material adverse effect (as defined in the loan and security agreement). | ||
May 2013 Loan Amendment | ||
In May 2013, the Company amended its loan and security agreement to allow for a three month deferral of principal payments beginning May 1, 2013 and to allow for up to an additional three months of deferral based on the Company meeting certain minimum liquidity requirements, as defined in the amendment. The Company made principal payments in March and April of 2013 prior to the signing of the amendment. The Company did not meet the additional liquidity requirements, as defined in the amendment, and, accordingly, principal payments resumed on August 1, 2013. The amendment also increased certain loan fees by $50,000, and amended the terms of the warrants, as discussed below. | ||
Warrants | ||
In connection with the loan facility, the Company initially issued to the lenders warrants to purchase 36,657 shares of its common stock with an exercise price of $6.82 per share. The warrants expire ten years from the date of issuance. The warrants were valued using the Black-Scholes option pricing model using the following assumptions: fair value of the underlying common stock of $8.51 per share; volatility of 70%; no dividend yield; risk free interest rate of 1.96%; and an expected life of ten years. The relative fair value of the warrants, aggregating $240,000, has been accounted for as a debt discount and is being recognized as interest expense over the term of the loan using the effective interest method. These warrants have been classified as equity instruments and are included within additional paid-in capital. As part of the May 2013 amendment to the loan and security agreement, the number of shares for which the warrants were exercisable increased by 110,401 shares and the exercise price of the warrants was adjusted to $1.70 per share. At the loan modification date, the Company valued both the new and the original warrants using the Black-Scholes option pricing model and recorded the incremental value of the new warrants as additional debt discount in the amount of $163,000, which is being recognized as additional interest expense over the remaining term of the loan using the effective interest method. | ||
At December 31, 2013, the Company had $7.5 million outstanding under the term loan and had an unamortized debt discount of $0.2 million. Future principal payments due under the term loan at December 31, 2013 were $4,480,000 and $2,987,000 for the years ending December 31, 2014 and 2015, respectively. |
Conversion_of_Preferred_Stock_
Conversion of Preferred Stock and Bridge Notes at Time of IPO | 12 Months Ended | |
Dec. 31, 2013 | ||
Conversion of Preferred Stock and Bridge Notes at Time of IPO | ' | |
9 | Conversion of Preferred Stock and Bridge Notes at Time of IPO | |
Preferred Stock | ||
Prior to the Company’s initial public offering, the Company had shares of series A, A-1, B, C, and D preferred stock outstanding. On the closing of the Company’s initial public offering on February 9, 2011 (the “IPO”), all shares of preferred stock converted into common stock. | ||
All series of preferred stock, except for Series B preferred stock, were redeemable. Accordingly, only the Series B preferred stock was classified within permanent equity in the Consolidated Statements of Stockholders’ (Deficit) Equity. Accretion of redeemable convertible preferred stock was $118,000 in 2011. | ||
In connection with the conversion of all preferred stock into common stock at the Company’s IPO, the fair value $(272,000) of exercisable warrants issued in conjunction with the Company’s Series D preferred stock financing in June 2008 was reclassified to stockholders’ equity. | ||
Bridge Notes | ||
In 2010, the Company entered into a securities purchase agreement with certain existing stockholders for the sale of $6.0 million of bridge notes and warrants to purchase the Company’s common stock. The bridge notes and accrued interest automatically converted upon the completion of the Company’s initial public offering in February 2011 into 908,651 shares of common stock. At December 31, 2013, there were 184,677 warrants outstanding related to the bridge notes, which are vested and exercisable. |
Common_Stock_Purchase_Agreemen
Common Stock Purchase Agreement | 12 Months Ended | |
Dec. 31, 2013 | ||
Common Stock Purchase Agreement | ' | |
10 | Common Stock Purchase Agreement | |
On January 24, 2013, the Company entered into a Common Stock Purchase Agreement, or the Purchase Agreement, with Aspire Capital Fund, LLC, or Aspire, to purchase, at the Company’s option, up to an aggregate of $12.0 million of shares of its common stock over a two-year term, which expires in May 2015. Under the Purchase Agreement, the Company initially issued 132,743 shares of its common stock as a commitment fee. The Company’s sales to Aspire will be made subject to market conditions, in light of its capital needs and under various limitations contained in the Purchase Agreement, including a floor price of $1.00 per share required by the Purchase Agreement. The Company’s stock price closed at $1.04 on December 31, 2013, and has traded near and below the $1.00 floor price during 2013. If in the future, the Company’s closing stock price falls below the $1.00 floor price in the Purchase Agreement, the Company would not have access to this facility. The Company has not yet sold any shares under the Purchase Agreement, which expires in May 2015. | ||
Over the term of the Purchase Agreement, assuming the Company’s common stock is trading above the $1.00 floor price that is required to use the facility, the Company has two ways to elect to sell common stock to Aspire on any business day the Company selects: (1) through a regular purchase of up to 100,000 shares at prices based on the market price of the Company’s common stock prior to the time of each sale, and (2) through a volume weighted average price, or VWAP, purchase of a number of shares up to 30% of the volume traded on the purchase date at a price equal to the lesser of the closing sale price or 95% of the VWAP for such purchase date. | ||
The Company also entered into a Registration Rights Agreement with Aspire, which requires, among other things, that the Company maintain the effectiveness of the Company’s registration statement that registered the shares issued and issuable to Aspire under the Purchase Agreement. |
Followon_Public_Offering
Follow-on Public Offering | 12 Months Ended | |
Dec. 31, 2013 | ||
Follow-on Public Offering | ' | |
11 | Follow-on Public Offering | |
On January 30, 2013, the Company closed a follow-on underwritten public offering of 6,900,000 shares of its common stock, at an offering price of $2.00 per share, for gross proceeds of $13.8 million. The net offering proceeds received by the Company, after deducting underwriting discounts and commissions and expenses incurred in connection with the offering, were approximately $12.8 million. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
12 | Stock-Based Compensation | ||||||||||||||||
Stock Options | |||||||||||||||||
The Company’s 2010 Employee, Director and Consultant Stock Plan (the “2010 Stock Plan”) became effective in February 2011, upon the closing of the initial public offering and will expire in August 2020. Under the 2010 Stock Plan, the Company may grant incentive stock options, non-qualified stock options, restricted and unrestricted stock awards and other stock-based awards. The Company’s 2001 Stock Option and Incentive Plan (the “2001 Stock Plan”) was terminated in February 2011 effective upon the completion of the Company’s initial public offering. At December 31, 2013 there were 570,976 options outstanding from the 2001 Stock Plan and no further options will be granted under the 2001 Stock Plan. In addition to options outstanding under the 2010 Stock Plan and the 2001 Stock Plan, the Company has issued 700,000 options outside of the Company’s stockholder-approved equity plans as inducement for the Company’s President & Chief Executive Officer’s employment with the Company, all of which are outstanding at December 31, 2013. | |||||||||||||||||
As of December 31, 2013, there were 2,099,958 shares of the Company’s common stock authorized for issuance under the 2010 Stock Plan. In addition, the 2010 Stock Plan contains an “evergreen” provision, which allows for an annual increase in the number of shares of the Company’s common stock available for issuance under the plan on the first day of each fiscal year during the period beginning in fiscal year 2012. At December 31, 2013, there were 770,887 options available for issuance and 1,326,293 options outstanding under the 2010 Stock Plan. In addition during 2012, 2,778 shares of common stock were issued in lieu of bonus from the 2010 Stock Plan. Options granted under the 2010 Plan have a term of ten years. Vesting of options under the 2010 Stock Plan is determined by the compensation committee or the board of directors, but is generally a four-year term. | |||||||||||||||||
The fair value of options at date of grant was estimated using the Black-Scholes option-pricing model with the following assumptions: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Risk-free interest rate | 0.68% - 1.90% | 0.81% - 1.41% | 1.01% - 2.86% | ||||||||||||||
Expected dividend yield | 0% | 0% | 0% | ||||||||||||||
Expected life | 5.10 – 6.69 years | 5.0 – 7.0 years | 5.53 - 6.37 years | ||||||||||||||
Expected volatility | 66%-72% | 69%-73% | 65%-71% | ||||||||||||||
Weighted-average grant date fair value | $0.94 | $3.24 | $4.64 | ||||||||||||||
The Company does not have a significant history of market prices of its common stock as it was not a public company prior to February 4, 2011, and, as such, volatility was estimated using historical volatilities of similar public companies. The expected life of the awards is estimated based on the simplified method, which calculates the expected life based upon the midpoint of the term of the award and the vesting period. The Company uses the simplified method because it does not have sufficient option exercise data to provide a reasonable basis upon which to estimate the expected term. The Company has no history of paying dividends nor does management expect to pay dividends over the contractual terms of these options. The risk-free interest rates are based on the United States Treasury yield curve in effect at the time of grant, with maturities approximating the expected life of the stock options. | |||||||||||||||||
The following table summarizes information about stock options activity during 2013: | |||||||||||||||||
Number of | Weighted- | Weighted - | Aggregate | ||||||||||||||
shares | average | average | intrinsic | ||||||||||||||
exercise | remaining | value | |||||||||||||||
price | contractual term | ||||||||||||||||
Outstanding, January 1, 2013 | 2,784,933 | $ | 5.80 | ||||||||||||||
Granted | 1,719,932 | 1.52 | |||||||||||||||
Exercised | (30,135) | 0.90 | |||||||||||||||
Forfeited | (1,877,461) | 5.16 | |||||||||||||||
Outstanding, December 31, 2013 | 2,597,269 | $ | 3.48 | 7.77 | $ | 53,511 | |||||||||||
Exercisable, December 31, 2013 | 1,067,207 | $ | 5.62 | 5.59 | $ | 25,491 | |||||||||||
Vested and expected to vest, December 31, 2013 | 2,452,269 | $ | 3.59 | 7.67 | $ | 53,511 | |||||||||||
During 2013, 2012 and 2011, the Company received $27,000, $543,000 and $450,000 upon exercise of stock options. The intrinsic value of the options exercised in 2013, 2012 and 2011 was $42,000, $2,171,000 and $1,864,000, respectively. Unrecognized compensation expense related to unvested awards as of December 31, 2013 was approximately $1,548,000 and will be recognized over the remaining vesting periods of the underlying awards. The weighted-average period over which such compensation is expected to be recognized is 2.9 years. | |||||||||||||||||
Employee Stock Purchase Plan | |||||||||||||||||
In August 2010, the Board of Directors approved the 2010 Employee Stock Purchase Plan (the “ESPP”) and the Company’s stockholders approved the plan in November 2010. The ESPP became effective in February 2011 upon the closing of the Company’s initial public offering. The ESPP provides employees with an opportunity to purchase the Company’s common stock at a 15% discount. As of December 31, 2013, there are 209,995 shares of common stock authorized for issuance under the ESPP. In addition, the ESPP contains an “evergreen” provision, which allows for an annual increase in the number of shares of the Company’s common stock available for issuance under the plan on the first day of each fiscal year during the period beginning in fiscal year 2012. | |||||||||||||||||
The ESPP allows eligible employees to purchase the Company’s stock at the lower of 85% of the fair market value of the shares on the offering date or the exercise date. For the years ended December 31, 2013, 2012 and 2011, 31,086, 21,952 and 4,760 shares, respectively, were issued under the ESPP. At December 31, 2013, there were 152,197 shares available for issuance under the ESPP. | |||||||||||||||||
Total stock compensation expense for stock options and the ESPP has been recognized in the statement of operations as follows for the years ended December 31: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
(in thousands) | |||||||||||||||||
Research and development expense | $ | 186 | $ | 398 | $ | 445 | |||||||||||
Selling and marketing expense | 5 | 282 | 361 | ||||||||||||||
General and administrative expense | 970 | 1,658 | 1,063 | ||||||||||||||
Total stock compensation expense | $ | 1,161 | $ | 2,338 | $ | 1,869 | |||||||||||
At December 31, 2013, 3,520,353 shares of common stock have been reserved for issuance under the Company’s stock plans. |
Warrants
Warrants | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Warrants | ' | ||||||||
13 | Warrants | ||||||||
At December 31, 2013, the Company had 864,555 warrants outstanding. All warrants have a contractual term of ten years from the date of issuance and may be net share-settled at the option of the warrant holder. | |||||||||
The following is a summary of activity for common stock warrants for the year ended December 31, 2013: | |||||||||
Common | Weighted- | ||||||||
stock | average | ||||||||
warrants | exercise | ||||||||
price | |||||||||
Outstanding, January 1, 2013 | 1,086,343 | $ | 0.83 | ||||||
Granted | 110,401 | 1.70 | |||||||
Exercised | (332,189) | 0.03 | |||||||
Outstanding, December 31, 2013 | 864,555 | $ | 1.04 | ||||||
Exercises of common stock warrants for the year ended December 31, 2013 were all cashless and resulted in the issuance of 326,860 shares of common stock. | |||||||||
The following is a summary of all outstanding common stock warrants as of December 31, 2013: | |||||||||
Warrants | Weighted-average | Expiration | |||||||
outstanding | exercise | date | |||||||
price | |||||||||
299,781 | $ | 0.03 | 2015 | ||||||
105,903 | $ | 0.12 | 2016 | ||||||
3,870 | $ | 5.35 | 2017 | ||||||
67,885 | $ | 0.02 | 2018 | ||||||
184,677 | $ | 0.02 | 2020 | ||||||
55,381 | $ | 10.83 | 2021 | ||||||
147,058 | $ | 1.70 | 2022 | ||||||
864,555 | |||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies | ' | ||||
14 | Commitments and Contingencies | ||||
Operating Leases | |||||
The Company has entered into a non-cancelable operating leases for office facilities located in Waltham, Massachusetts through December 2018, with a renewal option of five years. The Company has also entered into various operating lease agreements for laboratory, computer and office equipment. Rent expense under these operating leases totaled $594,000, $821,000 and $744,000 for the years ended December 31, 2013, 2012 and 2011, respectively. | |||||
Future minimum payments under the Company’s operating leases at December 31, 2013, are as follows: | |||||
Year | Operating | ||||
lease | |||||
obligations | |||||
(in thousands) | |||||
2014 | $ | 377 | |||
2015 | 383 | ||||
2016 | 388 | ||||
2017 | 394 | ||||
2018 | 377 | ||||
Total minimum lease payments | $ | 1,919 | |||
Employment Agreements | |||||
The Company has entered into agreements with certain members of its senior management. The terms of these agreements include non-compete and nondisclosure provisions as well as provide for defined severance payments and acceleration of vesting of share based awards. | |||||
Other Commitments | |||||
The Company is exposed to product liability claims that are inherent in the testing, production, marketing and sale of diagnostic tests, for which the Company currently maintains limited product liability insurance. At December 31, 2013, the Company was not aware of any product liability claims. | |||||
Contingencies | |||||
From time to time, the Company may be subject to various legal proceedings and claims arising in the ordinary course of business. The Company assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in its financial statements. An estimated loss contingency is accrued in the financial statements if it is possible that a liability has been incurred and the amount of the loss can be reasonably estimated. | |||||
The Company is involved in litigation with a former research collaborator resulting from the Company’s termination of its participation in the collaboration. While the Company believes it has substantially complied with all of its contracts with the former research collaborator, the ultimate resolution of the matter could result in a loss to the Company in excess of the amount accrued. | |||||
No other amounts related to contingencies are accrued at December 31, 2013. |
Licensing_Agreements
Licensing Agreements | 12 Months Ended | |
Dec. 31, 2013 | ||
Licensing Agreements | ' | |
15 | Licensing Agreements | |
In May 2007, the Company entered into an initial biomarker product license and collaboration agreement with ACS Biomarker B.V. (“ACS Biomarker”) and in July 2012, the Company entered into a sublicense agreement with ACS Biomarker, which superseded the initial agreement in its entirety. Pursuant to the agreement, ACS Biomarker granted the Company an exclusive, worldwide sublicense to develop and commercialize two proprietary cardiovascular biomarkers for congestive heart failure, galectin-3 and thrombospondin-2. The agreement permits the Company to sublicense the rights to third parties. | ||
As consideration for the sublicenses, the Company was required to pay ACS Biomarker an upfront payment and milestone payments and royalty prepayments to the extent that the Company achieves specified development and regulatory milestones. Additionally, the Company is obligated to pay ACS Biomarker royalties on any net sales, together with a percentage of any sublicense revenue, from its galectin-3 tests and any other products that the Company develops using the licensed intellectual property. Historically, the Company has paid ACS Biomarker a total of $1.0 million in up-front, milestone and royalty prepayments. Payments of $750,000 were capitalized as an intangible asset. The intangible asset is being amortized over the economic life of the intellectual property (Note 5). Royalty prepayments of $250,000 were capitalized as a prepaid expense and are being amortized as sales of the BGM Galectin-3 Test are recorded. At December 31, 2013, there was $113,000 of royalty prepayments remaining to be amortized. |
HRP_Initiative
HRP Initiative | 12 Months Ended | |
Dec. 31, 2013 | ||
HRP Initiative | ' | |
16 | HRP Initiative | |
In 2006, the Company initiated and lead the HRP initiative for atherothrombotic cardiovascular disease. The HRP initiative consisted of a series of pre-competitive, multi-party research and development projects, which were administered and coordinated by the Company pursuant to participation agreements with Abbott Pharmaceuticals, AstraZeneca, Merck & Co., Inc., Royal Philips Electronics, and Takeda Pharmaceuticals. Since the inception of the HRP initiative, these participating companies have supported the research and development projects by providing approximately $26.6 million in funding. The overall goals of the HRP initiative were to advance the understanding, recognition and management of atherothrombotic cardiovascular disease, to provide a roadmap for the development and registration of screening, diagnostic and therapeutic interventions for high-risk plaque and to promote the use of these interventions by patients, pharmaceutical companies and third-party payers. | ||
The HRP initiative is governed by a joint steering committee (“JSC”), which is comprised of designees from the participating companies, and is led by a scientific program board consisting of academic experts in the cardiovascular field, who advised the JSC and assisted in the design of research protocols. The JSC was responsible for overseeing the conduct and progress of the HRP initiative, including finalizing and approving program activities, program and activity budgets, external communications, patent filings, third-party licensing and commercialization of data and rights under the HRP initiative. The Company functioned as the coordinator and administrator for the HRP initiative, and the Company owns any inventions and data that were conceived in the conduct of the HRP initiative. The Company has granted each participating company a non-exclusive, perpetual, royalty-free license to all such inventions and data for any and all uses. Each participation agreement expires upon the earlier of the completion of the HRP initiative or the fifth anniversary of such agreement, unless otherwise terminated. | ||
The HRP initiative has met its goals and no additional research projects will be initiated nor is additional funding expected from the participating companies. | ||
HRP initiative revenues recognized during the years ended December 31, 2013, 2012 and 2011 totaled $390,000, $235,000 and $1,095,000, respectively. At December 31, 2013, all funding from the participating companies had been applied to the expenses related to the HRP initiative and no restricted cash or deferred revenue remained to be spent or recognized. |
401k_Savings_Plan
401(k) Savings Plan | 12 Months Ended | |
Dec. 31, 2013 | ||
401(k) Savings Plan | ' | |
17 | 401(k) Savings Plan | |
In October 2001, the Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code covering all of its employees. Employees may make contributions by withholding a percentage of their salary. In April 2012, the Company amended the plan to include an employer match of 50% up to 3% of eligible compensation. During the years ended December 31, 2013 and 2012, the Company has expensed $32,000 and $55,000 for the employer match contribution, respectively. |
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Selected Quarterly Financial Data | ' | ||||||||||||||||
18 | Selected Quarterly Financial Data (Unaudited) | ||||||||||||||||
The following table contains quarterly financial information for 2013 and 2012. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. | |||||||||||||||||
Quarterly Results for the Year Ended December 31, 2013 | |||||||||||||||||
March 31 | June 30 | Sept 30 | Dec 31 | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
Revenues | $ | 888 | $ | 1,006 | $ | 1,030 | $ | 1,149 | |||||||||
Total costs and operating expenses | 5,689 | 5,555 | 4,393 | 2,810 | |||||||||||||
Net loss | (5,412 | ) | (4,837 | ) | (3,665 | ) | (1,935 | ) | |||||||||
Basic and diluted loss per common share | $ | (0.21 | ) | $ | (0.18 | ) | $ | (0.13 | ) | $ | (0.06 | ) | |||||
Quarterly Results for the Year Ended December 31, 2012 | |||||||||||||||||
March 31 | June 30 | Sept 30 | Dec 31 | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
Revenues | $ | 480 | $ | 622 | $ | 641 | $ | 1,072 | |||||||||
Total costs and operating expenses | 7,980 | 6,709 | 7,177 | 3,677 | |||||||||||||
Net loss | (7,663 | ) | (6,393 | ) | (6,814 | ) | (2,899 | ) | |||||||||
Basic and diluted loss per common share | $ | (0.38 | ) | $ | (0.32 | ) | $ | (0.34 | ) | $ | (0.14 | ) |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Use of Estimates | ' | ||||||||||||
Use of Estimates | |||||||||||||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates. | |||||||||||||
Restricted Cash | ' | ||||||||||||
Restricted Cash | |||||||||||||
Restricted cash was used solely to fund the research and development efforts under the High Risk Plaque Initiative Program (HRP) (Note 16). The Company has reported the changes in restricted cash as an operating activity in the statements of cash flows as a result of the Company receiving cash in prepayment of planned expenditures that was restricted for funding HRP expenses. At December 31, 2013, the HRP initiative had met its goals and all funding from the participating companies had been applied to initiative expenses, with no restricted cash remaining. | |||||||||||||
Accounts Receivable | ' | ||||||||||||
Accounts Receivable | |||||||||||||
Accounts receivable are stated at the amount management expects to collect from outstanding balances. Allowances for doubtful accounts are provided for those outstanding balances considered to be uncollectible based upon historical experience and management’s evaluation of the outstanding balances at year end. Bad debts, if any, are written off against the allowance when identified and offset by recoveries when received. There were no bad debt expenses and no allowance for doubtful accounts in the periods presented. | |||||||||||||
Concentration of Credit Risk and Significant Customers | ' | ||||||||||||
Concentration of Credit Risk and Significant Customers | |||||||||||||
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and accounts receivable. Cash is deposited with institutions that management believes to be of high credit quality. To reduce credit risk associated with accounts receivable, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that accounts receivable credit risk exposure is limited. The Company does not require collateral from its customers. | |||||||||||||
The Company has one customer which generated 74%, 81% and 76% of its product revenues in 2013, 2012 and 2011, respectively, and 56% of its accounts receivable at December 31, 2013. Service revenues in 2013 were generated from HRP (Note 16). | |||||||||||||
Concentration of Supplier Risk | ' | ||||||||||||
Concentration of Supplier Risk | |||||||||||||
The Company obtains materials included in its BGM Galectin-3 Test from a small group of suppliers. The Company carries significant strategic inventories of these materials to reduce the risk associated with this small group of suppliers. Strategic inventories are managed based on demand. To date, the Company has been able to obtain adequate supplies of the materials used in the production of its products in a timely manner from existing sources. | |||||||||||||
Inventory | ' | ||||||||||||
Inventory | |||||||||||||
Inventory is stated at the lower of cost or market. Costs are determined under the first-in, first-out (FIFO) method. Inventories consisted of the following at December 31: | |||||||||||||
(in thousands) | 2013 | 2012 | |||||||||||
Raw materials | $ | 107 | $ | 81 | |||||||||
Finished goods | 352 | 366 | |||||||||||
Total inventories | $ | 459 | $ | 447 | |||||||||
Revenue Recognition | ' | ||||||||||||
Revenue Recognition | |||||||||||||
Product Revenues | |||||||||||||
Product revenues are recognized when the following criteria have been met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred and risk of loss has passed; (iii) the seller’s price to the buyer is fixed or determinable; and (iv) collectability is reasonably assured. | |||||||||||||
The Company sells its products through supply agreements with laboratory testing services and diagnostic testing distributors and directly to hospitals and clinics. The Company recognizes revenue when products are received by customers, at which time both title and risk of loss have passed to the customers. The Company negotiates credit terms on a customer-by-customer basis and products are shipped at an agreed-upon price. | |||||||||||||
Revenue is recorded net of taxes collected from customers that are remitted to governmental authorities, with the collected taxes recorded as current liabilities until remitted to the relevant government authority. Freight costs billed to customers are recorded as revenue. | |||||||||||||
The Company does not currently provide an allowance for doubtful accounts or a reserve for sales returns as the Company has not experienced any credit losses, and returns are only allowed for defects in workmanship. | |||||||||||||
Service Revenues | |||||||||||||
Service revenues are primarily attributable to the activities from the HRP initiative, for which all revenue has been recorded as of December 31, 2013. The Company does not expect to record service revenues in 2014 or beyond. | |||||||||||||
The Company’s revenue has historically been generated through initiatives, collaborations and biomarker discovery and analysis services agreements. The services the Company provides under these agreements typically include the integrated analysis of preclinical and/or clinical samples to identify biomarkers related to disease mechanisms. In some cases, the Company has retained certain intellectual property rights to the biomarkers identified in the course of these arrangements. The revenue arrangements have a stated term and the Company has no obligations or ongoing commitments after the specified term of the arrangement. | |||||||||||||
Revenue generated from collaborations and initiatives, such as the HRP initiative described in Note 16, includes revenue from research services and technology licensing agreements. Under these arrangements, the Company is contractually obligated to provide research services and project oversight and administration. The rights to the results of the research, including any intellectual property developed, are licensed to all the members of the collaboration at the inception of the arrangement. The Company has accounted for all deliverables, which include the research services, oversight and administration and the rights to the intellectual property developed, as a single unit of accounting as there is no stand-alone value to the individual elements. The Company considers the terms and conditions of each agreement and recognizes revenues based upon a proportional performance methodology. This methodology involves recognizing revenue over the term of the agreement, as underlying research costs are incurred, and measured on the basis of input measures such as labor or instrument hours expended. The Company believes that these input measures approximate the output measures as the costs incurred are directly proportional to the services that are being provided. The Company makes adjustments, if necessary, to the estimates used in its calculations as work progresses and as such changes are known. The principal costs under these agreements are for personnel and instrumentation expenses to conduct research and development but also include costs for materials and other direct and indirect items necessary to complete the research under these agreements. Actual results may vary from the Company’s estimates. | |||||||||||||
Payments received on uncompleted long-term contracts may be greater than incurred costs and estimated earnings and have been recorded as deferred revenues and classified as other current liabilities in the accompanying consolidated balance sheets. | |||||||||||||
Product Costs | ' | ||||||||||||
Product Costs | |||||||||||||
Product costs consist of contract-manufacturing for the BGM Galectin-3 Test, freight, and revenue-based royalty expenses for certain galectin-3 in-licensed intellectual property. In 2013, the Company became subject to excise taxes due to the classification of the galectin-3 test as a taxable medical device. The excise tax is included in product costs. Product costs exclude depreciation and amortization, which are included in operating expenses. | |||||||||||||
Service Costs | ' | ||||||||||||
Service Costs | |||||||||||||
Service costs consist primarily of expenses incurred in connection with the collaborative research and development agreements and biomarker discovery and analysis services agreements. Expenses include outside services and internal personnel costs, laboratory consumables, license fees and overhead expenses related to providing these services. The majority of the cost of service revenue in the periods presented was incurred in connection with the HRP initiative discussed in Note 16. | |||||||||||||
Research and Development Costs | ' | ||||||||||||
Research and Development Costs | |||||||||||||
Research and development costs are expensed as incurred. Nonrefundable advance payments, if any, for goods and services used in research and development are recognized as expenses as the related goods are delivered or services are performed. Research and development costs include labor, materials and supplies and overhead. | |||||||||||||
Intangible Assets and Long Lived Assets | ' | ||||||||||||
Intangible Assets and Long Lived Assets | |||||||||||||
The only intangible asset recognized at December 31, 2013 and 2012 relates to the cost of completed technology acquired for use in connection with the Company’s development of the galectin-3 test and certain other technologies. The assigned life is 10 years, which contemplates a three to five year phase of development of the tests followed by the expected commercial life of the diagnostic test. Amortization of this asset has been recorded within research and development expense for all periods presented. | |||||||||||||
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets, including intangible assets, may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicates that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and fair value. | |||||||||||||
Stock-Based Compensation | ' | ||||||||||||
Stock-Based Compensation | |||||||||||||
Stock-based compensation expense is recognized based on the grant-date fair value using the Black-Scholes valuation model. The Company recognizes compensation expense only for those stock-based awards expected to vest after considering expected forfeitures. Cumulative compensation expense is at least equal to the compensation expense for vested awards. Stock-based compensation is recognized on a straight-line basis over the service period of each award. Stock compensation costs have not been capitalized by the Company. | |||||||||||||
The Company accounts for stock-based awards issued to non-employees by recognizing compensation expense based on the fair value of such awards when the services are completed over the vesting period of the award. | |||||||||||||
Income Taxes | ' | ||||||||||||
Income Taxes | |||||||||||||
Deferred tax assets and liabilities are recorded to reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts as measured under enacted tax laws. A valuation allowance is provided to offset any net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax asset will not be realized. | |||||||||||||
The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions. The Company recognizes tax benefits when a position is more likely than not to be sustained upon examination by the applicable taxing authority. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to uncertain tax positions within the provision for income taxes. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. | |||||||||||||
Net Loss Attributable to Common Stockholders Per Share | ' | ||||||||||||
Net Loss Attributable to Common Stockholders Per Share | |||||||||||||
Basic net loss attributable to common stockholders per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and dilutive common share equivalents outstanding for the period, determined using the treasury-stock method and the as if-converted method, for convertible securities, if inclusion of these elements is not antidilutive. Because the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share. | |||||||||||||
The following table summarizes the computation of basic and diluted net loss per share applicable to common stockholders for the years ended December 31: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands, except share and per share data) | |||||||||||||
Net loss | $ | (15,849) | $ | -23,769 | $ | (17,582) | |||||||
Accretion of redeemable convertible preferred stock | - | - | (118) | ||||||||||
Net loss attributable to common stockholders | $ | (15,849) | $ | -23,769 | $ | (17,700) | |||||||
Weighted average number of common shares outstanding - basic and diluted | 27,212,837 | 20,215,956 | 17,638,139 | ||||||||||
Net loss per share attributable to common stockholders - basic and diluted | $ | (0.58) | $ | -1.18 | $ | (1.00) | |||||||
The following potential common shares were excluded from the computation of diluted net loss per share attributable to common stockholders because they had an antidilutive impact due to the losses reported: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Options to purchase common stock | 2,597,269 | 2,784,933 | 2,830,975 | ||||||||||
Warrants to purchase common stock | 864,555 | 1,086,343 | 1,097,385 | ||||||||||
Total | 3,461,824 | 3,871,276 | 3,928,360 | ||||||||||
Segments | ' | ||||||||||||
Segments | |||||||||||||
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company’s chief executive officer is the CODM, and he uses consolidated financial information in determining how to allocate resources and assess performance. The Company has determined that it operates in one segment. All of the Company’s assets are located in the United States and substantially all of the Company’s revenues are from customers in the United States. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Summary of Inventories | ' | ||||||||||||
Inventories consisted of the following at December 31: | |||||||||||||
(in thousands) | 2013 | 2012 | |||||||||||
Raw materials | $ | 107 | $ | 81 | |||||||||
Finished goods | 352 | 366 | |||||||||||
Total inventories | $ | 459 | $ | 447 | |||||||||
Summary of Computation of Basic and Diluted Net Loss per Share | ' | ||||||||||||
The following table summarizes the computation of basic and diluted net loss per share applicable to common stockholders for the years ended December 31: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands, except share and per share data) | |||||||||||||
Net loss | $ | (15,849) | $ | -23,769 | $ | (17,582) | |||||||
Accretion of redeemable convertible preferred stock | - | - | (118) | ||||||||||
Net loss attributable to common stockholders | $ | (15,849) | $ | -23,769 | $ | (17,700) | |||||||
Weighted average number of common shares outstanding - basic and diluted | 27,212,837 | 20,215,956 | 17,638,139 | ||||||||||
Net loss per share attributable to common stockholders - basic and diluted | $ | (0.58) | $ | -1.18 | $ | (1.00) | |||||||
Common Shares Excluded from Computation of Diluted Net Loss per Share Attributable to Common Stockholders | ' | ||||||||||||
The following potential common shares were excluded from the computation of diluted net loss per share attributable to common stockholders because they had an antidilutive impact due to the losses reported: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Options to purchase common stock | 2,597,269 | 2,784,933 | 2,830,975 | ||||||||||
Warrants to purchase common stock | 864,555 | 1,086,343 | 1,097,385 | ||||||||||
Total | 3,461,824 | 3,871,276 | 3,928,360 | ||||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Components of Property and Equipment | ' | ||||||||||
Property and equipment consist of the following as of December 31: | |||||||||||
Estimated | 2013 | 2012 | |||||||||
Useful Life | |||||||||||
(in thousands) | |||||||||||
Computer equipment | 3 years | $ | 527 | $ | 2,121 | ||||||
Laboratory equipment | 3-5 years | 164 | 2,202 | ||||||||
Office furniture | 5 years | 147 | 203 | ||||||||
Leasehold improvements | 4 years | 29 | 457 | ||||||||
867 | 4,983 | ||||||||||
Less: Accumulated depreciation | (675) | (4,786) | |||||||||
Property and equipment, net | $ | 192 | $ | 197 | |||||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Components of Accrued Expenses | ' | ||||||||
Accrued expenses at December 31 consist of: | |||||||||
2013 | 2012 | ||||||||
(in thousands) | |||||||||
Contract research and development | $ | 763 | $ | 1,827 | |||||
Consulting and professional service fees | 449 | 681 | |||||||
Employee compensation and related costs | 300 | 776 | |||||||
Accrued interest expense | 179 | 122 | |||||||
Other | 302 | 143 | |||||||
Total accrued expenses | $ | 1,993 | $ | 3,549 | |||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Components of Net Deferred Tax Asset | ' | ||||||||||||
Components of the net deferred tax asset at December 31, 2013 and 2012 are as follows: | |||||||||||||
2013 | 2012 | ||||||||||||
(in thousands) | |||||||||||||
Net operating loss carryforwards | $ | 46,111 | $ | 40,423 | |||||||||
Tax credit carryforwards | 3,024 | 4,072 | |||||||||||
Capitalized research and development costs | 2,369 | 2,567 | |||||||||||
Deferred revenue | 8 | 159 | |||||||||||
Non-qualified employee stock options | 864 | 1,751 | |||||||||||
Other temporary differences | 239 | 381 | |||||||||||
52,615 | 49,353 | ||||||||||||
Valuation allowance | (52,615) | (49,353) | |||||||||||
Net deferred tax asset | $ | - | $ | - | |||||||||
Reconciliation of Income Tax (Expense) Benefit at Statutory Federal Income Tax Rate | ' | ||||||||||||
A reconciliation of income tax (expense) benefit at the statutory federal income tax rate and income taxes as reflected in the financial statements at December 31, 2013, 2012 and 2011 is as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Federal income tax at statutory rate | 34.0% | 34.0% | 34.0% | ||||||||||
State income tax, net of federal benefit | 3.42% | 4.38% | 5.18% | ||||||||||
Book compensation related to stock options | (5.45)% | (0.76)% | (1.34)% | ||||||||||
Change in income tax liability | (5.46)% | (1.96)% | (1.49)% | ||||||||||
Permanent differences | (6.74)% | 0.50% | (1.79)% | ||||||||||
Other | 0.98% | 0.45% | 1.68% | ||||||||||
Increase in valuation allowance | (20.75)% | (36.61)% | (36.24)% | ||||||||||
Effective tax rate | -% | -% | -% | ||||||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Assumptions Used to Estimate Fair Value of Options at Date of Grant | ' | ||||||||||||||||
The fair value of options at date of grant was estimated using the Black-Scholes option-pricing model with the following assumptions: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Risk-free interest rate | 0.68% - 1.90% | 0.81% - 1.41% | 1.01% - 2.86% | ||||||||||||||
Expected dividend yield | 0% | 0% | 0% | ||||||||||||||
Expected life | 5.10 – 6.69 years | 5.0 – 7.0 years | 5.53 - 6.37 years | ||||||||||||||
Expected volatility | 66%-72% | 69%-73% | 65%-71% | ||||||||||||||
Weighted-average grant date fair value | $0.94 | $3.24 | $4.64 | ||||||||||||||
Summary of Stock Option Activity | ' | ||||||||||||||||
The following table summarizes information about stock options activity during 2013: | |||||||||||||||||
Number of | Weighted- | Weighted - | Aggregate | ||||||||||||||
shares | average | average | intrinsic | ||||||||||||||
exercise | remaining | value | |||||||||||||||
price | contractual term | ||||||||||||||||
Outstanding, January 1, 2013 | 2,784,933 | $ | 5.80 | ||||||||||||||
Granted | 1,719,932 | 1.52 | |||||||||||||||
Exercised | (30,135) | 0.90 | |||||||||||||||
Forfeited | (1,877,461) | 5.16 | |||||||||||||||
Outstanding, December 31, 2013 | 2,597,269 | $ | 3.48 | 7.77 | $ | 53,511 | |||||||||||
Exercisable, December 31, 2013 | 1,067,207 | $ | 5.62 | 5.59 | $ | 25,491 | |||||||||||
Vested and expected to vest, December 31, 2013 | 2,452,269 | $ | 3.59 | 7.67 | $ | 53,511 | |||||||||||
Total Stock Compensation Expense for Stock Options and ESPP | ' | ||||||||||||||||
Total stock compensation expense for stock options and the ESPP has been recognized in the statement of operations as follows for the years ended December 31: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
(in thousands) | |||||||||||||||||
Research and development expense | $ | 186 | $ | 398 | $ | 445 | |||||||||||
Selling and marketing expense | 5 | 282 | 361 | ||||||||||||||
General and administrative expense | 970 | 1,658 | 1,063 | ||||||||||||||
Total stock compensation expense | $ | 1,161 | $ | 2,338 | $ | 1,869 | |||||||||||
Warrants_Tables
Warrants (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Summary of Activity for Common Stock Warrants | ' | ||||||||
The following is a summary of activity for common stock warrants for the year ended December 31, 2013: | |||||||||
Common | Weighted- | ||||||||
stock | average | ||||||||
warrants | exercise | ||||||||
price | |||||||||
Outstanding, January 1, 2013 | 1,086,343 | $ | 0.83 | ||||||
Granted | 110,401 | 1.70 | |||||||
Exercised | (332,189) | 0.03 | |||||||
Outstanding, December 31, 2013 | 864,555 | $ | 1.04 | ||||||
Summary of Outstanding Common Stock Warrants | ' | ||||||||
The following is a summary of all outstanding common stock warrants as of December 31, 2013: | |||||||||
Warrants | Weighted-average | Expiration | |||||||
outstanding | exercise | date | |||||||
price | |||||||||
299,781 | $ | 0.03 | 2015 | ||||||
105,903 | $ | 0.12 | 2016 | ||||||
3,870 | $ | 5.35 | 2017 | ||||||
67,885 | $ | 0.02 | 2018 | ||||||
184,677 | $ | 0.02 | 2020 | ||||||
55,381 | $ | 10.83 | 2021 | ||||||
147,058 | $ | 1.70 | 2022 | ||||||
864,555 | |||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Future Minimum Payments Under Operating Leases | ' | ||||
Future minimum payments under the Company’s operating leases at December 31, 2013, are as follows: | |||||
Year | Operating | ||||
lease | |||||
obligations | |||||
(in thousands) | |||||
2014 | $ | 377 | |||
2015 | 383 | ||||
2016 | 388 | ||||
2017 | 394 | ||||
2018 | 377 | ||||
Total minimum lease payments | $ | 1,919 | |||
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Schedule of Quarterly Financial Information | ' | ||||||||||||||||
The operating results for any quarter are not necessarily indicative of results for any future period. | |||||||||||||||||
Quarterly Results for the Year Ended December 31, 2013 | |||||||||||||||||
March 31 | June 30 | Sept 30 | Dec 31 | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
Revenues | $ | 888 | $ | 1,006 | $ | 1,030 | $ | 1,149 | |||||||||
Total costs and operating expenses | 5,689 | 5,555 | 4,393 | 2,810 | |||||||||||||
Net loss | (5,412 | ) | (4,837 | ) | (3,665 | ) | (1,935 | ) | |||||||||
Basic and diluted loss per common share | $ | (0.21 | ) | $ | (0.18 | ) | $ | (0.13 | ) | $ | (0.06 | ) | |||||
Quarterly Results for the Year Ended December 31, 2012 | |||||||||||||||||
March 31 | June 30 | Sept 30 | Dec 31 | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
Revenues | $ | 480 | $ | 622 | $ | 641 | $ | 1,072 | |||||||||
Total costs and operating expenses | 7,980 | 6,709 | 7,177 | 3,677 | |||||||||||||
Net loss | (7,663 | ) | (6,393 | ) | (6,814 | ) | (2,899 | ) | |||||||||
Basic and diluted loss per common share | $ | (0.38 | ) | $ | (0.32 | ) | $ | (0.34 | ) | $ | (0.14 | ) |
Description_of_Business_and_Ba1
Description of Business and Basis of Presentation - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Jan. 24, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 01, 2014 | Dec. 31, 2013 | Feb. 10, 2012 | |
Common Stock Purchase Agreement | Common Stock Purchase Agreement | Ohio | West Virginia | Centers for Medicare And Medicaid Services | Centers for Medicare And Medicaid Services | Term loans | Term loans | |||||||||||||
Aspire Capital Fund LLC | Aspire Capital Fund LLC | Subsequent Event | ||||||||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | $7,751,000 | ' | ' | ' | $12,786,000 | ' | ' | ' | $7,751,000 | $12,786,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding balance of term loan facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500,000 | 10,000,000 |
Unamortized debt discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' |
Stockholders' deficit | -1,069,000 | ' | ' | ' | 309,000 | ' | ' | ' | -1,069,000 | 309,000 | 20,892,000 | -77,409,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -1,935,000 | -3,665,000 | -4,837,000 | -5,412,000 | -2,899,000 | -6,814,000 | -6,393,000 | -7,663,000 | -15,849,000 | -23,769,000 | -17,582,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash flows used in operating activities | ' | ' | ' | ' | ' | ' | ' | ' | -15,288,000 | -21,333,000 | -14,966,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reimbursed price per test | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17.8 | 30.01 | ' | ' |
National limitation amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23.99 | 26.4 | ' | ' | ' | ' |
Common stock sale amount under purchase agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,000,000 | 12,000,000 | ' | ' | ' | ' | ' | ' |
Common stock purchase agreement, company's closing stock price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' | ' | ' | ' |
Common stock purchase agreement, company's closed stock price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.04 | ' | ' | ' | ' | ' | ' |
Common stock purchase agreement, conditions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'If in the future, the Company's closing stock price falls below the $1.00 floor price, the Company would not have access to this facility. | ' | ' | ' | ' | ' | ' |
Common stock available for sale amount under purchase agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' |
Common stock purchase agreement, expiration period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2015-05 | ' | ' | ' | ' | ' | ' |
Significant_Accounting_Policie3
Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Intangible Assets [Line Items] | ' | ' | ' |
Number of major customer | 'One | ' | ' |
Intangible asset useful life | '10 years | ' | ' |
Likelihood percentage of tax benefit settlement | 50.00% | ' | ' |
Number of operating segments | 1 | ' | ' |
Customer 1 | Product Revenue | ' | ' | ' |
Intangible Assets [Line Items] | ' | ' | ' |
Concentration risk | 74.00% | 81.00% | 76.00% |
Customer 1 | Accounts Receivable | ' | ' | ' |
Intangible Assets [Line Items] | ' | ' | ' |
Concentration risk | 56.00% | ' | ' |
Summary_of_Inventories_Detail
Summary of Inventories (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventory [Line Items] | ' | ' |
Raw materials | $107 | $81 |
Finished goods | 352 | 366 |
Total inventories | $459 | $447 |
Summary_of_Computation_of_Basi
Summary of Computation of Basic and Diluted Net Loss Per Share (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Schedule Of Computation Of Basic And Diluted Earnings Per Common Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | ($1,935) | ($3,665) | ($4,837) | ($5,412) | ($2,899) | ($6,814) | ($6,393) | ($7,663) | ($15,849) | ($23,769) | ($17,582) |
Accretion of redeemable convertible preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -118 |
Net loss attributable to common stockholders | ' | ' | ' | ' | ' | ' | ' | ' | ($15,849) | ($23,769) | ($17,700) |
Weighted average number of common shares outstanding - basic and diluted | ' | ' | ' | ' | ' | ' | ' | ' | 27,212,837 | 20,215,956 | 17,638,139 |
Net loss per share attributable to common stockholders - basic and diluted | ($0.06) | ($0.13) | ($0.18) | ($0.21) | ($0.14) | ($0.34) | ($0.32) | ($0.38) | ($0.58) | ($1.18) | ($1) |
Common_Shares_Excluded_From_Co
Common Shares Excluded From Computation of Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 3,461,824 | 3,871,276 | 3,928,360 |
Options to purchase common stock | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 2,597,269 | 2,784,933 | 2,830,975 |
Warrants to purchase common stock | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 864,555 | 1,086,343 | 1,097,385 |
Components_of_Property_and_Equ
Components of Property and Equipment (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $867 | $4,983 |
Less: Accumulated depreciation | -675 | -4,786 |
Property and equipment, net | 192 | 197 |
Computer equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment useful life | '3 years | '3 years |
Property and equipment, gross | 527 | 2,121 |
Laboratory equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 164 | 2,202 |
Laboratory equipment | Minimum | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment useful life | '3 years | '3 years |
Laboratory equipment | Maximum | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment useful life | '5 years | '5 years |
Office furniture | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment useful life | '5 years | '5 years |
Property and equipment, gross | 147 | 203 |
Leasehold improvements | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment useful life | '4 years | '4 years |
Property and equipment, gross | $29 | $457 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Depreciation expense | $92,000 | $189,000 | $335,000 |
Intangible_Assets_Additional_I
Intangible Assets - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Intangible assets, gross | $750,000 | ' | ' |
Intangible assets, remaining amortization period | '8 years 8 months 12 days | ' | ' |
Accumulated amortization | 308,000 | 378,000 | ' |
Amortization expense | 75,000 | 84,000 | 85,000 |
Impairment charge | 105,000 | ' | ' |
Future amortization expense in Year one | 58,000 | ' | ' |
Future amortization expense in Year two | 58,000 | ' | ' |
Future amortization expense in Year three | 58,000 | ' | ' |
Future amortization expense in Year four | 18,000 | ' | ' |
Licensed patent | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Intangible assets, gross | 250,000 | ' | ' |
Impairment charge | $105,000 | ' | ' |
Components_of_Accrued_Expense_
Components of Accrued Expense (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accrued Expenses [Line Items] | ' | ' |
Contract research and development | $763 | $1,827 |
Consulting and professional service fees | 449 | 681 |
Employee compensation and related costs | 300 | 776 |
Accrued interest expense | 179 | 122 |
Other | 302 | 143 |
Total accrued expenses | $1,993 | $3,549 |
Components_of_Net_Deferred_Tax
Components of Net Deferred Tax Asset (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Components Of Deferred Tax Assets And Liabilities [Line Items] | ' | ' |
Net operating loss carryforwards | $46,111 | $40,423 |
Tax credit carryforwards | 3,024 | 4,072 |
Capitalized research and development costs | 2,369 | 2,567 |
Deferred revenue | 8 | 159 |
Non-qualified employee stock options | 864 | 1,751 |
Other temporary differences | 239 | 381 |
Gross deferred tax asset | 52,615 | 49,353 |
Valuation allowance | -52,615 | -49,353 |
Net deferred tax asset | ' | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax [Line Items] | ' | ' | ' |
Federal net operating loss carryforwards | $117,639,000 | ' | ' |
Federal net operating loss carryforwards, expiration date | '2033 | ' | ' |
Excess benefits related to exercise of stock options excluded from federal net operating loss | 1,463,000 | ' | ' |
Increase in valuation allowance | 3,262,000 | 8,824,000 | 5,649,000 |
Net credit carryforwards, expiration date | '2033 | ' | ' |
Federal | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' |
Research and development credit carryforwards | 2,066,000 | ' | ' |
State | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' |
Research and development credit carryforwards | $1,413,000 | ' | ' |
Reconciliation_of_Income_Tax_E
Reconciliation of Income Tax (Expense) Benefit at Statutory Federal Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Rate Reconciliation [Line Items] | ' | ' | ' |
Federal income tax at statutory rate | 34.00% | 34.00% | 34.00% |
State income tax, net of federal benefit | 3.42% | 4.38% | 5.18% |
Book compensation related to stock options | -5.45% | -0.76% | -1.34% |
Change in income tax liability | -5.46% | -1.96% | -1.49% |
Permanent differences | -6.74% | 0.50% | -1.79% |
Other | 0.98% | 0.45% | 1.68% |
Increase in valuation allowance | -20.75% | -36.61% | -36.24% |
Effective tax rate | ' | ' | ' |
Term_Loan_Additional_Informati
Term Loan - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | |
31-May-13 | Dec. 31, 2013 | Feb. 10, 2012 | |
Debt Instrument [Line Items] | ' | ' | ' |
Warrant expiration period | ' | '10 years | ' |
Term loans | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Loan facility amount borrowed | ' | $7,500,000 | $10,000,000 |
Line of credit, interest rate | ' | 8.00% | ' |
Principal and interest payments maturity date | ' | 30-Sep-15 | ' |
Interest rate description | ' | 'The term loan accrues interest at a rate of 8% per annum plus the higher of (a) the 3-month LIBOR rate or (b) 1.25%. The interest rate in effect at December 31, 2013 was 9.25%. | ' |
Line of credit, current interest rate | ' | 9.25% | ' |
Increase in loan fee | 50,000 | ' | ' |
Warrant issued to purchase common stock | 110,401 | 36,657 | ' |
Exercise price of common stock | ' | 6.82 | ' |
Warrant expiration period | ' | '10 years | ' |
Fair value of the underlying common stock | ' | $8.51 | ' |
Warrant, volatility | ' | 70.00% | ' |
Warrant, weighted average risk-free interest rate | ' | 1.96% | ' |
Warrant fair value | ' | 240,000 | ' |
Additional debt discount | 163,000 | ' | ' |
Unamortized debt discount | ' | 200,000 | ' |
Future principal payments in 2014 | ' | 4,480,000 | ' |
Future principal payments in 2015 | ' | $2,987,000 | ' |
Term loans | Adjusted | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Exercise price of common stock | 1.7 | ' | ' |
Conversion_of_Preferred_Stock_1
Conversion of Preferred Stock and Bridge Notes at Time of IPO - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2011 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | |
Debt And Equity Transactions [Line Items] | ' | ' | ' | ' |
Initial public offering closing date | ' | 9-Feb-11 | ' | ' |
Accretion of redeemable convertible preferred stock | ' | $118,000 | ' | ' |
Reclassification of warrants to equity | ' | -272,000 | ' | ' |
Proceeds from issuance of promissory notes and warrants | ' | ' | $6,000,000 | ' |
Conversion of bridge notes into common stock upon initial public offering | 908,651 | ' | ' | ' |
Warrants vested and exercisable related to bridge notes | ' | ' | ' | 184,677 |
Common_Stock_Purchase_Agreemen1
Common Stock Purchase Agreement - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended |
Jan. 24, 2013 | Dec. 31, 2013 | |
Maximum | ' | ' |
Schedule Of Common Share Purchase [Line Items] | ' | ' |
Additional purchase of common stock | ' | 100,000 |
Common Stock Purchase Agreement | Aspire Capital Fund LLC | ' | ' |
Schedule Of Common Share Purchase [Line Items] | ' | ' |
Common stock sale amount under purchase agreement | $12,000,000 | $12,000,000 |
Common shares issued as consideration for common stock purchase agreement | 132,743 | ' |
Common stock sale period | '2 years | ' |
Common stock purchase agreement, company's closing stock price per share | ' | $1 |
Common stock purchase agreement, company's floor price per share | ' | $1 |
Common stock purchase agreement, company's closing stock price per share | ' | $1.04 |
Common stock purchase agreement, conditions | ' | 'If in the future, the Company's closing stock price falls below the $1.00 floor price, the Company would not have access to this facility. |
Common stock available for sale amount under purchase agreement | ' | $0 |
Common stock purchase agreement, expiration period | ' | '2015-05 |
Closing Sale Price | Maximum | ' | ' |
Schedule Of Common Share Purchase [Line Items] | ' | ' |
Percentage of shares to purchase | ' | 30.00% |
VWAP | ' | ' |
Schedule Of Common Share Purchase [Line Items] | ' | ' |
Percentage of closing sale price | ' | 95.00% |
Followon_Public_Offering_Addit
Follow-on Public Offering - Additional Information (Detail) (Underwritten Public Offering, USD $) | 1 Months Ended |
In Millions, except Share data, unless otherwise specified | Jan. 30, 2013 |
Underwritten Public Offering | ' |
Equity [Line Items] | ' |
Shares of common stock under public offering | 6,900,000 |
Common stock Offering price | $2 |
Gross proceeds offering | $13.80 |
Offering proceeds net of underwriting discounts, commissions and expenses | $12.80 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Options outstanding | 2,597,269 | 2,784,933 | ' |
Stock option granted | 1,719,932 | ' | ' |
Shares available under stock plan | 3,520,353 | ' | ' |
Proceeds from the exercise of stock options | $27,000 | $543,000 | $450,000 |
Intrinsic value of option exercised | 42,000 | 2,171,000 | 1,864,000 |
Unrecognized compensation cost | $1,548,000 | ' | ' |
Unrecognized compensation cost, recognition period | '2 years 10 months 24 days | ' | ' |
President and Chief Executive Officer | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock option issued | 700,000 | ' | ' |
Stock Option Plan 2010 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock option plan expiration year | '2020 | ' | ' |
Options outstanding | 1,326,293 | ' | ' |
Stock option issued | ' | 2,778 | ' |
Common stock authorized for issuance | 2,099,958 | ' | ' |
Shares available under stock plan | 770,887 | ' | ' |
Stock option, terms | '10 years | ' | ' |
Stock option vesting period | '4 years | ' | ' |
Employee Stock Purchase Plan 2010 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Common stock authorized for issuance | 209,995 | ' | ' |
Shares available under stock plan | 152,197 | ' | ' |
Employee common stock purchase discount percentage | 15.00% | ' | ' |
Employee purchase plan purchase price percentage of fair market value | 85.00% | ' | ' |
Number of shares issued under ESPP | 31,086 | 21,952 | 4,760 |
Stock Option Plan 2001 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Options outstanding | 570,976 | ' | ' |
Stock option granted | 0 | ' | ' |
Assumptions_Used_to_Estimate_F
Assumptions Used to Estimate Fair Value of Options at Date of Grant (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Risk-free interest rate minimum | 0.68% | 0.81% | 1.01% |
Risk-free interest rate maximum | 1.90% | 1.41% | 2.86% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility minimum | 66.00% | 69.00% | 65.00% |
Expected volatility maximum | 72.00% | 73.00% | 71.00% |
Weighted-average grant date fair value | $0.94 | $3.24 | $4.64 |
Minimum | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected life | '5 years 1 month 6 days | '5 years | '5 years 6 months 11 days |
Maximum | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected life | '6 years 8 months 9 days | '7 years | '6 years 4 months 13 days |
Summary_of_Stock_Option_Activi
Summary of Stock Option Activity (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Number of shares | ' |
Beginning Balance | 2,784,933 |
Granted | 1,719,932 |
Exercised | -30,135 |
Forfeited | -1,877,461 |
Ending Balance | 2,597,269 |
Exercisable at end of period | 1,067,207 |
Vested and expected to vest at end of period | 2,452,269 |
Weighted-average exercise price | ' |
Beginning balance | $5.80 |
Granted | $1.52 |
Exercised | $0.90 |
Forfeited | $5.16 |
Ending balance | $3.48 |
Exercisable at end of period | $5.62 |
Vested and expected to vest at end of period | $3.59 |
Weighted-average remaining contractual term | ' |
Outstanding at end of period | '7 years 9 months 7 days |
Exercisable at end of period | '5 years 7 months 2 days |
Vested and expected to vest at end of period | '7 years 8 months 1 day |
Aggregate intrinsic value | ' |
Outstanding at end of period | $53,511 |
Exercisable at end of period | 25,491 |
Vested and expected to vest at end of period | $53,511 |
Total_Stock_Compensation_Expen
Total Stock Compensation Expenses for Stock Options and ESPP (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Stock compensation expense | $1,161 | $2,338 | $1,869 |
Research and Development Expense | ' | ' | ' |
Stock compensation expense | 186 | 398 | 445 |
Selling and Marketing Expense | ' | ' | ' |
Stock compensation expense | 5 | 282 | 361 |
General and Administrative Expense | ' | ' | ' |
Stock compensation expense | $970 | $1,658 | $1,063 |
Warrants_Additional_Informatio
Warrants - Additional Information (Detail) | Dec. 31, 2013 | Dec. 31, 2012 |
Warranty Liability [Line Items] | ' | ' |
Warrants outstanding | 864,555 | 1,086,343 |
Warrant expiration period | '10 years | ' |
Shares of common stock issued upon exercises of warrants | 326,860 | ' |
Summary_of_Activity_for_Common
Summary of Activity for Common Stock Warrants (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Class of Warrant or Right [Line Items] | ' |
Common stock warrants, outstanding | 1,086,343 |
Common stock warrants, granted | 110,401 |
Common stock warrants, exercised | -332,189 |
Common stock warrants, outstanding | 864,555 |
Weighted average exercise price, outstanding | 0.83 |
Weighted average exercise price, granted | $1.70 |
Weighted average exercise price, exercised | $0.03 |
Weighted average exercise price, outstanding | 1.04 |
Summary_of_Outstanding_Common_
Summary of Outstanding Common Stock Warrants (Detail) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Warrants Expiring 2015 | Warrants Expiring 2016 | Warrants Expiring 2017 | Warrants Expiring 2018 | Warrants Expiring 2020 | Warrants Expiring 2021 | Warrants Expiring 2022 | |||
Common Stock Warrant [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants outstanding | 864,555 | 1,086,343 | 299,781 | 105,903 | 3,870 | 67,885 | 184,677 | 55,381 | 147,058 |
Weighted average exercise price | 1.04 | 0.83 | 0.03 | 0.12 | 5.35 | 0.02 | 0.02 | 10.83 | 1.7 |
Warrant expiration year | ' | ' | '2015 | '2016 | '2017 | '2018 | '2020 | '2021 | '2022 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Commitments and Contingencies [Line Items] | ' | ' | ' |
Non-cancelable operating leases, extension option | '5 years | ' | ' |
Rent expense under these operating leases | $594,000 | $821,000 | $744,000 |
Accrued other contingencies | $0 | ' | ' |
Future_Minimum_Payments_Under_
Future Minimum Payments Under Operating Leases (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Registration Payment Arrangement [Line Items] | ' |
2014 | $377 |
2015 | 383 |
2016 | 388 |
2017 | 394 |
2018 | 377 |
Total minimum lease payments | $1,919 |
Licensing_Agreements_Additiona
Licensing Agreements - Additional Information (Detail) (USD $) | Dec. 31, 2013 |
Product Liability Contingency [Line Items] | ' |
Intangible assets, gross | $750,000 |
Total up-front, milestone and royalty prepayments | 1,000,000 |
Prepaid royalty | 250,000 |
Remaining Amount | ' |
Product Liability Contingency [Line Items] | ' |
Prepaid royalty | $113,000 |
High_Risk_Plaque_Initiative_Pr
High Risk Plaque Initiative Program Initiative - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Schedule Of Research And Development [Line Items] | ' | ' | ' |
HRP initiative agreement amount | $26,600,000 | ' | ' |
Service revenue | 390,000 | 245,000 | 1,183,000 |
High Risk Plaque Initiative Program | ' | ' | ' |
Schedule Of Research And Development [Line Items] | ' | ' | ' |
Service revenue | 390,000 | 235,000 | 1,095,000 |
Restricted cash and deferred revenue | $0 | ' | ' |
401k_Savings_Plan_Additional_I
401(k) Savings Plan - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule of Employee Benefit Plans [Line Items] | ' | ' |
Defined contribution plan expense | $32,000 | $55,000 |
Employer matching contribution percentage | ' | 50.00% |
Percentage of eligible compensation matched by employer | ' | 3.00% |
Schedule_of_Quarterly_Financia
Schedule of Quarterly Financial Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Quarterly Financial Data [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | $1,149 | $1,030 | $1,006 | $888 | $1,072 | $641 | $622 | $480 | $4,073 | $2,815 | $1,634 |
Total costs and operating expenses | 2,810 | 4,393 | 5,555 | 5,689 | 3,677 | 7,177 | 6,709 | 7,980 | 18,447 | 25,543 | 19,119 |
Net loss | ($1,935) | ($3,665) | ($4,837) | ($5,412) | ($2,899) | ($6,814) | ($6,393) | ($7,663) | ($15,849) | ($23,769) | ($17,582) |
Basic and diluted loss per common share | ($0.06) | ($0.13) | ($0.18) | ($0.21) | ($0.14) | ($0.34) | ($0.32) | ($0.38) | ($0.58) | ($1.18) | ($1) |