Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | BGMD | |
Entity Registrant Name | BG MEDICINE, INC. | |
Entity Central Index Key | 1407038 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 34,653,150 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash | $1,612 | $4,123 |
Accounts receivable | 132 | 174 |
Inventory | 280 | 400 |
Prepaid expenses and other current assets | 249 | 154 |
Total current assets | 2,273 | 4,851 |
Property and equipment, net | 103 | 117 |
Intangible assets, net | 120 | 135 |
Deposits and other assets | 94 | 126 |
Total assets | 2,590 | 5,229 |
Current liabilities | ||
Term loan | 1,856 | 2,960 |
Accounts payable | 579 | 695 |
Accrued expenses | 615 | 906 |
Other current liabilities | 20 | 18 |
Total current liabilities | 3,070 | 4,579 |
Other liabilities | 86 | 93 |
Total liabilities | 3,156 | 4,672 |
Commitments and contingencies (Note 5) | ||
Stockholders' (deficit) equity | ||
Common stock; $.001 par value; 100,000,000 shares authorized at March 31, 2015 and December 31, 2014; 34,584,730 and 34,531,238 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | 34 | 34 |
Additional paid-in capital | 161,749 | 161,525 |
Accumulated deficit | -162,349 | -161,002 |
Total stockholders' (deficit) equity | -566 | 557 |
Total liabilities and stockholders' (deficit) equity | $2,590 | $5,229 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 34,584,730 | 34,531,238 |
Common stock, shares outstanding | 34,584,730 | 34,531,238 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Product revenues | $437 | $739 |
Costs and operating expenses: | ||
Product costs | 149 | 248 |
Research and development | 483 | 560 |
Selling and marketing | 192 | 688 |
General and administrative | 869 | 1,190 |
Total costs and operating expenses | 1,693 | 2,686 |
Loss from operations | -1,256 | -1,947 |
Interest income | 2 | |
Interest expense | -92 | -233 |
Other expense | -1 | |
Net loss | ($1,348) | ($2,179) |
Net loss per share - basic and diluted | ($0.04) | ($0.08) |
Weighted-average common shares outstanding used in computing per share amounts - basic and diluted | 34,559,173 | 27,936,530 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities | ||
Net loss | ($1,348) | ($2,179) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 29 | 33 |
Stock-based compensation | 225 | 176 |
Non-cash interest expense | 32 | 61 |
Changes in operating assets and liabilities | ||
Accounts receivable | 42 | -104 |
Inventory | 120 | 86 |
Prepaid expenses and other assets | -101 | -332 |
Accounts payable, accrued expenses and other liabilities | -422 | -156 |
Deferred revenue and customer deposits | 32 | 36 |
Net cash flows used in operating activities | -1,391 | -2,379 |
Cash flows from financing activities | ||
Payments on term loan | -1,120 | -1,120 |
Proceeds from the exercise of stock options | 1 | |
Net cash flows used in financing activities | -1,120 | -1,119 |
Net decrease in cash | -2,511 | -3,498 |
Cash, beginning of period | 4,123 | 7,751 |
Cash, end of period | 1,612 | 4,253 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | $60 | $163 |
Description_of_Business_and_Ba
Description of Business and Basis of Presentation | 3 Months Ended | |
Mar. 31, 2015 | ||
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’s BGM Galectin-3® Test is an in vitro diagnostic device that quantitatively measures galectin-3 levels in blood plasma or serum for use as an aid in assessing the prognosis of chronic heart failure. The BGM Galectin-3® Test is cleared by the U.S. Food and Drug Administration (the “FDA”), is CE-marked and is currently available as a blood test in the United States and the European Union (“EU”). The Company is currently focused on preparing for the anticipated U.S. market introduction of galectin-3 automated testing by its automated diagnostic instrument manufacturing partners by conducting clinical research studies that seek to affirm the potential clinical utility and impact of galectin-3 testing in heart failure and related disorders and by continuing to support and promote the publication of the results of clinical research studies. | ||
Basis of Presentation | ||
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. The interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position at March 31, 2015 and results of operations and cash flows for the interim periods ended March 31, 2015 and 2014. | ||
The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates and to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these financial statements. The results for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015or for any other interim period or for any other future year. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. | ||
At March 31, 2015, the Company had cash totaling $1.6 million, an outstanding balance of $1.9 million under a secured term loan facility, and stockholders’ deficit of $0.6 million. During the three months ended March 31, 2015, the Company incurred a net loss of $1.3 million, used $1.4 million of cash in operating activities and used $1.1 million of cash for payments on the term loan facility. The Company expects to continue to incur losses and use cash in operating activities and debt service for the foreseeable future. | ||
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. | ||
On April 8, 2014, the Company closed a follow-on underwritten public offering of 6,452,000 shares of its common stock, at an offering price of $1.55 per share, for gross proceeds of $10.0 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 $9.0 million. | ||
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 Company is in the early stages of commercializing its BGM Galectin-3 Test. In 2015, the national limitation amount for the Company’s BGM Galectin-3 Test was reduced to $29.93 and applies across the U.S., except in Ohio and West Virginia where rates of $23.93 and $26.33, respectively, apply. The Company has entered into licensing and commercialization agreements with four leading diagnostic instrument manufacturers to develop and commercialize automated instrument versions of its galectin-3 test. | ||
Since September 11, 2014, the Company has implemented a reduction of approximately 68% of its workforce, or 15 people (the “Restructuring”), leaving 7 employees. The Company took this step in order to reduce its operating expenses and extend its cash runway in anticipation of the commercial launch of automated versions of the Company’s galectin-3 test. The automated galectin-3 tests are being developed and commercialized by the Company’s diagnostic instrument manufacturing partners and will be performed on the partners’ automated platforms. | ||
The Restructuring primarily eliminated the Company’s sales and marketing organization and removed certain positions in other functional areas, while preserving some senior management and other critical roles to support the clinical and commercial adoption of galectin-3 testing by providing support to clinical research studies that have incorporated our BGM Galectin-3 Test and by expanding the BGM Galectin-3 Test’s labeling indications for use through additional clinical studies and clearances by the FDA. | ||
Employees affected by the Restructuring were provided with severance arrangements including outplacement assistance. As a result of the Restructuring, the Company has recorded total one-time charges with respect to severance payments and benefits continuation of approximately $404,000 and $50,000 during 2014 and 2015, respectively. The Company paid approximately $277,000 of such expenses during the third and fourth quarters of 2014, $155,000 during the first quarter of 2015, and will pay the remaining $22,000, included in accrued expenses, during the second quarter of 2015. As a result of the Restructuring, the Company estimates it will generate annualized expense savings of approximately $2.1 million primarily from savings in employee salaries and benefits. | ||
As further described in Note 8, the Company has a term loan facility that 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, the occurrence of a material adverse effect which could cause the lender to accelerate the payments by the Company under the term loan. As of April 30, 2015, the Company had approximately $0.7 million in cash and $1.5 million outstanding under the term loan, having made payments totaling approximately $1.5 million during the first four months of 2015. | ||
Our common stock is currently listed for trading on the NASDAQ Capital Market. As disclosed in a Current Report on Form 8-K filed on March 13, 2015, we were notified by NASDAQ that, because we did not maintain a minimum closing bid price of $1.00, or minimum bid price deficiency, and did not meet the minimum $2.5 million in stockholders’ equity, or stockholders’ equity deficiency, as required by NASDAQ Listing Rules, our common stock would be subject to delisting unless we timely request a hearing before the NASDAQ Listing Qualifications Panel, or the Panel. We subsequently requested a hearing before the Panel and during the hearing on April 16, 2015 we requested, and later in April 2015 we received, the approval from the Panel for an extension until August 10, 2015, subject to the achievement of certain milestones, within which to pursue our plan to regain and maintain compliance with all applicable requirements for continued listing on NASDAQ. The Company’s plan of compliance includes, among other elements, effecting a reverse stock split of the Company’s common stock at a ratio in the range of 1:2 to 1:6, such ratio to be determined by the Company’s Board of Directors, and the issuance of shares of Series A Preferred in the Private Placement Financing (as defined below), both of which the Company will be seeking stockholder approval for at the Company’s 2015 annual meeting of stockholders. While our common stock will remain listed and continue to trade on NASDAQ under the symbol “BGMD” pending the hearing and the expiration of any extension granted by the Panel, there can be no assurance that the Panel will grant our request for continued listing or that we will be able to regain compliance within any extension period granted by the Panel. | ||
A delisting of our common stock from The NASDAQ Capital Market could substantially further reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business development opportunities. | ||
The Company believes that its existing cash and proceeds from the Secured Convertible Promissory Notes (see Note 8 Subsequent Events note below) will be sufficient to fund its operations and service its debt into July 2015. For the foreseeable future and 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 beyond July 2015. 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 to it. On November 13, 2014, the Company announced that it had retained Stifel Nicolaus & Company, Incorporated, an investment banking firm, to assist in reviewing and evaluating a full range of strategic alternatives to enhance shareholder value. The strategic alternatives could include, among others, possible joint ventures, strategic partnerships or alliances, a merger or sale of the Company or other possible transactions. | ||
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 beyond July 2015. The accompanying unaudited condensed 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 | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Significant Accounting Policies | 2 | Significant Accounting Policies | |||||||
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. | |||||||||
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: | |||||||||
March 31, 2015 | December 31, 2014 | ||||||||
(in thousands) | |||||||||
Raw materials | $ | 64 | $ | 64 | |||||
Finished goods | 216 | 336 | |||||||
Total inventories | $ | 280 | $ | 400 | |||||
Net Loss Per Share | |||||||||
Basic and diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. 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 for all periods presented. | |||||||||
The following table summarizes the computation of basic and diluted net loss per share for three months ended March 31, 2015 and 2014: | |||||||||
Three months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
(in thousands, except share and per share data) | |||||||||
Net loss | $ | (1,348 | ) | $ | (2,179 | ) | |||
Weighted average number of shares - basic and diluted | 34,559,173 | 27,936,530 | |||||||
Net loss per share - basic and diluted | $ | (0.04 | ) | $ | (0.08 | ) | |||
For the three months ended March 31, 2015 and 2014, the following potential common shares were excluded from the computation of diluted net loss per share because they had an antidilutive impact due to the losses reported: | |||||||||
Three months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Options to purchase common stock | 3,710,561 | 3,053,979 | |||||||
Warrants to purchase common stock | 745,749 | 864,555 |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 3 Months Ended | |
Mar. 31, 2015 | ||
Fair Value of Financial Instruments | 3 | Fair Value of Financial Instruments |
At March 31, 2015, the Company’s financial instruments consisted 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. |
Term_Loan
Term Loan | 3 Months Ended | |
Mar. 31, 2015 | ||
Term Loan | 4 | 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 March 31, 2015 was 9.25% per annum. 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 in August 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 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. | ||
At March 31, 2015, the Company had $1.9 million outstanding under the term loan. Monthly debt payments of $0.37 million each are due in 2015 with the final payment due on August 1, 2015. | ||
Warrants related to the Term Loan | ||
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 the warrants using the Black-Scholes option pricing model and recorded the incremental value of the increased number of shares for which the warrants are exercisable 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. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |
Mar. 31, 2015 | ||
Commitments and Contingencies | 5 | Commitments and 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 probable that a liability has been incurred and the amount of the loss can be reasonably estimated. | ||
No amounts related to contingencies are accrued at March 31, 2015. |
Common_Stock_Purchase_Agreemen
Common Stock Purchase Agreement | 3 Months Ended | |
Mar. 31, 2015 | ||
Common Stock Purchase Agreement | 6 | Common Stock Purchase Agreement |
On January 24, 2013, the Company entered into a Common Stock Purchase Agreement (“Purchase Agreement”), with Aspire Capital Fund, LLC to sell, 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 June 2015. Under the Purchase Agreement, the Company initially issued 132,743 shares of its common stock as a commitment fee. The Company’s sales, if any, 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 was not eligible to sell any shares under the Purchase Agreement during the purchase period ended March 31, 2015 because the trading price of its common stock did not exceed the $1.00 floor price. The Company has not yet sold any shares under the Purchase Agreement, which expires in June 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 (“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_Offerings
Follow-on Public Offerings | 3 Months Ended | |
Mar. 31, 2015 | ||
Follow-on Public Offerings | 7 | Follow-on Public Offerings |
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. | ||
On April 8, 2014, the Company closed a follow-on underwritten public offering of 6,452,000 shares of its common stock, at an offering price of $1.55 per share, for gross proceeds of $10.0 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 $9.0 million. |
Subsequent_Events
Subsequent Events | 3 Months Ended | |
Mar. 31, 2015 | ||
Subsequent Events | 8 | Subsequent Events |
Series A Preferred Stock Financing with Flagship | ||
On May 12, 2015, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Company’s principal stockholders, Applied Genomic Technology Capital Fund, L.P., AGTC Advisors Fund, L.P. and Flagship Ventures Fund 2007 L.P. (the “Purchasers”), which are affiliates of our directors, Noubar B. Afeyan, Ph.D. and Harry W. Wilcox. Pursuant to the terms and subject to the conditions contained in the Purchase Agreement, the Company issued and sold to the Purchasers secured convertible promissory notes in aggregate principal amount of $500,000 (the “Notes”). In addition and pursuant to the terms of the Purchase Agreement, and subject to the approval of the Company’s stockholders at the Company’s 2015 annual meeting of stockholders (the “2015 Annual Meeting”) and the satisfaction or waiver of other closing conditions, the Company has agreed to issue and sell to the Purchasers $2,000,000 of shares of newly created Series A Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”), of the Company at the second closing to be held following the Company’s 2015 Annual Meeting (the “Second Closing”). The Notes and Series A Preferred Stock will not be and have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. The issuance of the Notes and the Series A Preferred Stock are collectively referred to herein as the “Private Placement Financing.” | ||
Secured Convertible Promissory Notes and Related Agreements | ||
Subject to the approval of the issuance of the Series A Preferred Stock by the Company’s stockholders at the 2015 Annual Meeting, at the Second Closing the Notes will be automatically converted pursuant to their terms into that number of shares of Series A Preferred Stock equal to the principal amount of the Notes plus all accrued but unpaid interest thereon divided by the Purchase Price of the Series A Preferred Stock. The Notes will not be convertible into shares of Series A Preferred Stock unless and until the Company’s stockholders approve the issuance of shares of Series A Preferred Stock and the Second Closing is consummated. If the Notes have not been repaid or converted prior to the earlier of September 30, 2015 and the date the Company terminates the Purchase Agreement in accordance with its terms, the Company will be obligated to repay the outstanding principal amount of the Notes plus any accrued but unpaid interest thereon. In the event of a Change of Control (as defined in the Notes), the holders of the Notes will be entitled to the payment of a premium equal to two times the outstanding principal of the Notes, in addition to the payment of principal amount and accrued but unpaid interest thereon. | ||
Contemporaneously with the execution and delivery of the Purchase Agreement and the issuance of the Notes by the Company to the Purchasers, the Company and the Purchasers entered into a Security Agreement (the “Security Agreement”), dated May 12, 2015, pursuant to which the Company granted to the Purchasers a security interest in substantially all of the Company’s assets, other than the Company’s intellectual property, to secure the Company’s obligations under the Notes. Pursuant to the terms of the Security Agreement, the Company’s intellectual property will become subject to the security interest granted by the Company to the Purchasers upon repayment of all amounts owed under that certain Loan and Security Agreement by and among the Company, General Electric Capital Corporation (“GECC”) as Agent, the Lenders and the Guarantors dated as of February 10, 2012, as amended (“the “GECC Agreement”). Pursuant to a Subordination and Intercreditor Agreement by and among the Company, the Purchasers and GECC , dated May 12, 2015, entered into contemporaneously with the execution and delivery of the Purchase Agreement, the Company’s payment obligations under the Notes are subordinated to the Company’s payment obligations under the GECC Agreement and the security interest granted by the Company to the Purchasers to secure the Company’s obligations under the Notes is subordinated to the security interest granted by the Company to GECC to secure the Company’s obligations under the GECC Agreement. In connection with the entry into the Purchase Agreement, the Company and GECC amended the GECC Agreement, dated May 12, 2015, to, among other things, permit the Company to enter into the Purchase Agreement and related agreements. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Product Revenues | 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. | |||||||||
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: | |||||||||
March 31, 2015 | December 31, 2014 | ||||||||
(in thousands) | |||||||||
Raw materials | $ | 64 | $ | 64 | |||||
Finished goods | 216 | 336 | |||||||
Total inventories | $ | 280 | $ | 400 | |||||
Net Loss Per Share | Net Loss Per Share | ||||||||
Basic and diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. 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 for all periods presented. | |||||||||
The following table summarizes the computation of basic and diluted net loss per share for three months ended March 31, 2015 and 2014: | |||||||||
Three months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
(in thousands, except share and per share data) | |||||||||
Net loss | $ | (1,348 | ) | $ | (2,179 | ) | |||
Weighted average number of shares - basic and diluted | 34,559,173 | 27,936,530 | |||||||
Net loss per share - basic and diluted | $ | (0.04 | ) | $ | (0.08 | ) | |||
For the three months ended March 31, 2015 and 2014, the following potential common shares were excluded from the computation of diluted net loss per share because they had an antidilutive impact due to the losses reported: | |||||||||
Three months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Options to purchase common stock | 3,710,561 | 3,053,979 | |||||||
Warrants to purchase common stock | 745,749 | 864,555 |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Summary of Inventories | Inventories consisted of the following: | ||||||||
March 31, 2015 | December 31, 2014 | ||||||||
(in thousands) | |||||||||
Raw materials | $ | 64 | $ | 64 | |||||
Finished goods | 216 | 336 | |||||||
Total inventories | $ | 280 | $ | 400 | |||||
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 for three months ended March 31, 2015 and 2014: | ||||||||
Three months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
(in thousands, except share and per share data) | |||||||||
Net loss | $ | (1,348 | ) | $ | (2,179 | ) | |||
Weighted average number of shares - basic and diluted | 34,559,173 | 27,936,530 | |||||||
Net loss per share - basic and diluted | $ | (0.04 | ) | $ | (0.08 | ) | |||
Common Shares Excluded from Computation of Diluted Net Loss per Share | For the three months ended March 31, 2015 and 2014, the following potential common shares were excluded from the computation of diluted net loss per share because they had an antidilutive impact due to the losses reported: | ||||||||
Three months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Options to purchase common stock | 3,710,561 | 3,053,979 | |||||||
Warrants to purchase common stock | 745,749 | 864,555 |
Description_of_Business_and_Ba1
Description of Business and Basis of Presentation - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | 6 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Apr. 08, 2014 | Jan. 30, 2013 | Dec. 31, 2014 | Jun. 30, 2015 | Apr. 30, 2015 | Dec. 31, 2013 | |
Entity | Employee | |||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Cash | $1,612,000 | $4,253,000 | $1,612,000 | $4,123,000 | $4,123,000 | $7,751,000 | ||||
Loan facility | 1,856,000 | 1,856,000 | 2,960,000 | 2,960,000 | ||||||
Stockholders' deficit | -566,000 | -566,000 | 557,000 | 557,000 | ||||||
Net loss | -1,348,000 | -2,179,000 | ||||||||
Net cash flows used in operating activities | -1,391,000 | -2,379,000 | ||||||||
Cash for payments on term loan facility | 1,120,000 | 1,120,000 | ||||||||
Number of leading diagnostic instrument manufactures | 4 | |||||||||
Reduction in workforce, percentage | 68.00% | |||||||||
Number of employees eliminated | 15 | |||||||||
Number of employees remaining after restructuring activities | 7 | |||||||||
Severance payments and benefits continuation | 50,000 | 404,000 | ||||||||
Savings in employee salaries and benefits | 2,100,000 | 2,100,000 | ||||||||
Reverse stock split | The Company's plan of compliance includes, among other elements, effecting a reverse stock split of the Company's common stock at a ratio in the range of 12 to 16, such ratio to be determined by the Company's Board of Directors, and the issuance of shares of Series A Preferred in the Private Placement Financing (as defined below), both of which the Company will be seeking stockholder approval for at the Company's 2015 annual meeting of stockholders. | |||||||||
NASDAQ Capital Market requirements | ||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Minimum closing bid price of common stock | $1 | |||||||||
Minimum stockholders' equity | 2,500,000 | 2,500,000 | ||||||||
Underwritten Public Offering | ||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Shares of common stock under public offering | 6,452,000 | 6,900,000 | ||||||||
Common stock Offering price | $1.55 | $2 | ||||||||
Gross proceeds offering | 10,000,000 | 13,800,000 | ||||||||
Offering proceeds net of underwriting discounts, commissions and expenses | 9,000,000 | 12,800,000 | ||||||||
Employee Severance | ||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Payment for severance payments and benefits continuation | 155,000 | 277,000 | ||||||||
Employee Severance | Scenario, Forecast | ||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Payment for severance payments and benefits continuation | 22,000 | |||||||||
Maximum | ||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Common stock splits ratio | 0.5 | |||||||||
Minimum | ||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Common stock splits ratio | 0.1667 | |||||||||
Subsequent Event | ||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Cash | 700,000 | |||||||||
Loan facility | 1,500,000 | |||||||||
Cash for payments on term loan facility | $1,500,000 | |||||||||
Centers for Medicare And Medicaid Services | ||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Reimbursed price per test | 29.93 | 30.01 | 17.8 | |||||||
Centers for Medicare And Medicaid Services | Ohio | ||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Reimbursed price per test | 23.93 | |||||||||
Centers for Medicare And Medicaid Services | WEST VIRGINIA | ||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Reimbursed price per test | 26.33 |
Summary_of_Inventories_Detail
Summary of Inventories (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Inventory [Line Items] | ||
Raw materials | $64 | $64 |
Finished goods | 216 | 336 |
Total inventories | $280 | $400 |
Summary_of_Computation_of_Basi
Summary of Computation of Basic and Diluted Net Loss Per Share (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Schedule Of Computation Of Basic And Diluted Earnings Per Common Share [Line Items] | ||
Net loss | ($1,348) | ($2,179) |
Weighted average number of shares - basic and diluted | 34,559,173 | 27,936,530 |
Net loss per share - basic and diluted | ($0.04) | ($0.08) |
Common_Shares_Excluded_From_Co
Common Shares Excluded From Computation of Diluted Net Loss Per Share (Detail) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
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 | 3,710,561 | 3,053,979 |
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 | 745,749 | 864,555 |
Term_Loan_Additional_Informati
Term Loan - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | |
Feb. 10, 2012 | 31-May-13 | Mar. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||||
Loan facility | $1,856,000 | $2,960,000 | ||
Term loans | ||||
Debt Instrument [Line Items] | ||||
Loan facility amount borrowed | 10,000,000 | |||
Line of credit, interest rate | 8.00% | |||
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 March 31, 2015 was 9.25% per annum. | |||
Line of credit, current interest rate | 9.25% | |||
Increase in loan fee | 50,000 | |||
Monthly debt payments | 370,000 | |||
Final loan repayment date | 1-Aug-15 | |||
Warrant issued to purchase common stock | 36,657 | 110,401 | ||
Exercise price of common stock | $6.82 | $1.70 | ||
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, expected life | 10 years | |||
Warrant fair value | 240,000 | |||
Additional debt discount | $163,000 | |||
Term loans | 3-month LIBOR rate | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 1.25% |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | Mar. 31, 2015 |
Commitments and Contingencies [Line Items] | |
Accrued other contingencies | $0 |
Common_Stock_Purchase_Agreemen1
Common Stock Purchase Agreement - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended |
Jan. 24, 2013 | Mar. 31, 2015 | |
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 | |
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 available for sale amount under purchase agreement | $0 | |
Common Stock Purchase Agreement | Aspire Capital Fund LLC | Common Stock | ||
Schedule Of Common Share Purchase [Line Items] | ||
Common stock purchase agreement, expiration date | 2015-06 | |
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_Offerings_Addi
Follow-on Public Offerings - Additional Information (Detail) (Underwritten Public Offering, USD $) | 0 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Apr. 08, 2014 | Jan. 30, 2013 | Apr. 08, 2014 | Jan. 30, 2013 |
Underwritten Public Offering | ||||
Equity [Line Items] | ||||
Shares of common stock under public offering | 6,452,000 | 6,900,000 | ||
Common stock Offering price | $1.55 | $2 | $1.55 | $2 |
Gross proceeds offering | $10 | $13.80 | ||
Offering proceeds net of underwriting discounts, commissions and expenses | $9 | $12.80 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | 12-May-15 | |
Secured convertible promissory notes | ||
Subsequent Event [Line Items] | ||
Notes to be repaid or converted, end date | 30-Sep-15 | |
If the Notes have not been repaid or converted prior to the earlier of September 30, 2015 and the date the Company terminates the Purchase Agreement in accordance with its terms | ||
Subsequent Event [Line Items] | ||
Notes Settlement terms | The Company will be obligated to repay the outstanding principal amount of the Notes plus any accrued but unpaid interest thereon | |
In the event of a Change of Control | ||
Subsequent Event [Line Items] | ||
Notes Settlement terms | The holders of the Notes will be entitled to the payment of a premium equal to two times the outstanding principal of the Notes, in addition to the payment of principal amount and accrued but unpaid interest thereon | |
Securities Purchase Agreement | ||
Subsequent Event [Line Items] | ||
Notes to be repaid or converted, end date | 12-May-15 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Preferred stock approved to issue and sell | $2,000,000 | |
Preferred stock at par value | $0.00 | |
Subsequent Event | Secured convertible promissory notes | ||
Subsequent Event [Line Items] | ||
Principal amount of secured convertible promissory notes issued and sold | $500,000 |