Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | BGMD | |
Entity Registrant Name | BG MEDICINE, INC. | |
Entity Central Index Key | 1,407,038 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 8,742,638 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash | $ 178 | $ 4,123 |
Accounts receivable (net of allowances for doubtful accounts of $151 and $0, respectively) | 255 | 174 |
Inventory | 300 | 400 |
Prepaid expenses and other current assets | 415 | 154 |
Total current assets | 1,148 | 4,851 |
Property and equipment, net | 18 | 117 |
Intangible assets, net | 106 | 135 |
Deposits and other assets | 94 | 126 |
Total assets | 1,366 | 5,229 |
Current liabilities | ||
Term loan | 745 | 2,960 |
Secured convertible notes | 929 | |
Accounts payable | 610 | 695 |
Accrued expenses | 1,273 | 906 |
Other current liabilities | 80 | 18 |
Total current liabilities | 3,637 | 4,579 |
Other liabilities | 104 | 93 |
Total liabilities | $ 3,741 | $ 4,672 |
Commitments and contingencies (Note 5) | ||
Stockholders' equity (deficit) | ||
Common stock; $.001 par value; 100,000,000 shares authorized at June 30, 2015 and December 31, 2014; 8,664,053 and 8,632,810 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | $ 9 | $ 9 |
Additional paid-in capital | 161,995 | 161,550 |
Accumulated deficit | (164,379) | (161,002) |
Total stockholders' (deficit) equity | (2,375) | 557 |
Total liabilities and stockholders' (deficit) equity | $ 1,366 | $ 5,229 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Allowances for doubtful accounts | $ 151 | $ 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 8,664,053 | 8,632,810 |
Common stock, shares outstanding | 8,664,053 | 8,632,810 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Product revenues | $ 505 | $ 799 | $ 942 | $ 1,538 |
Costs and operating expenses: | ||||
Product costs | 172 | 281 | 320 | 529 |
Research and development | 498 | 573 | 981 | 1,133 |
Selling and marketing | 92 | 733 | 285 | 1,421 |
General and administrative | 1,188 | 1,183 | 2,057 | 2,373 |
Total costs and operating expenses | 1,950 | 2,770 | 3,643 | 5,456 |
Loss from operations | (1,445) | (1,971) | (2,701) | (3,918) |
Interest income | 2 | |||
Interest expense | (63) | (199) | (156) | (432) |
Other (loss) income | (521) | 1 | (521) | |
Net loss | $ (2,029) | $ (2,169) | $ (3,378) | $ (4,348) |
Net loss per share - basic and diluted | $ (0.23) | $ (0.26) | $ (0.39) | $ (0.56) |
Weighted-average common shares outstanding used in computing per share amounts - basic and diluted | 8,657,845 | 8,478,866 | 8,648,869 | 7,735,630 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (3,378,000) | $ (4,348,000) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 52,000 | 67,000 |
Stock-based compensation | 445,000 | 380,000 |
Non-cash interest expense | 58,000 | 116,000 |
Provision for doubtful accounts | 151,000 | |
Loss on fair value of secured convertible notes | 460,000 | |
Loss on sale of property and equipment | 64,000 | |
Changes in operating assets and liabilities | ||
Accounts receivable | (231,000) | (34,000) |
Inventory | 100,000 | (95,000) |
Prepaid expenses and other assets | (269,000) | (38,000) |
Accounts payable, accrued expenses and other liabilities | 298,000 | (1,067,000) |
Deferred revenue and customer deposits | 32,000 | 27,000 |
Net cash flows used in operating activities | (2,218,000) | (4,992,000) |
Cash flows from investing activities | ||
Proceeds from the sale of property and equipment | 13,000 | |
Net cash flows provided by investing activities | 13,000 | |
Cash flows from financing activities | ||
Proceeds from public offering | 9,238,000 | |
Costs related to public offering | (243,000) | |
Payments on term loan | (2,240,000) | (2,240,000) |
Proceeds from ESPP purchases | 2,000 | |
Proceeds from the exercise of stock options | 22,000 | |
Proceeds from secured convertible note | 500,000 | |
Net cash flows (used in) provided by financing activities | (1,740,000) | 6,779,000 |
Net (decrease) increase in cash | (3,945,000) | 1,787,000 |
Cash, beginning of period | 4,123,000 | 7,751,000 |
Cash, end of period | 178,000 | 9,538,000 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | $ 98,000 | $ 319,000 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 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 ® in vitro ® The Company has entered into licensing agreements with leading diagnostic instrument manufacturers to develop and commercialize galectin-3 assays that will be performed on automated platforms that have been incorporated into routine practice in laboratories throughout the world. On December 23, 2014, the FDA granted 510(k) clearance for the ARCHITECT ® ® ® ® 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 June 30, 2015 and results of operations and cash flows for the interim periods ended June 30, 2015 and 2014. On July 8, 2015, the Company effected a 1-for-4 reverse stock split of its common stock. All previously reported common stock share amounts in the accompanying financial statements and related notes have been retroactively adjusted to reflect the reverse stock split. As a result of the reverse stock split, the stated capital on the Company’s balance sheet attributable to its common stock, which consists of the par value per share of its common stock multiplied by the aggregate number of shares of its common stock issued and outstanding, will be reduced in proportion to the size of the reverse stock split. Correspondingly, the Company’s additional paid-in capital account, which consists of the difference between its stated capital and the aggregate amount paid to the Company upon issuance of all currently outstanding shares of its common stock, shall be credited with the amount by which the stated capital is reduced. The Company’s stockholders’ equity, in the aggregate, will remain unchanged. 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 six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or 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 June 30, 2015, the Company had cash totaling $178,000, an outstanding balance of $745,000 under a secured term loan facility, and stockholders’ deficit of $2.4 million. During the six months ended June 30, 2015, the Company incurred a net loss of $3.4 million, used $2.2 million of cash in operating activities and used $2.2 million of cash for payments on the term loan facility. The Company expects to continue to incur losses and use cash in operating activities for the foreseeable future. The Company is in the early stages of commercializing its BGM Galectin-3 Test and assisting with the commercialization of the ARCHITECT® Galectin-3 assay. Interest in the testing for galectin-3 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. Effective January 1, 2014, the payment rate at which testing for galectin-3 is reimbursed by the Centers for Medicare and Medicaid Services (“CMS”), was increased to $30.01 from $17.80 per test. In 2015, the national limitation amount for testing for galectin-3 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. Since September 11, 2014, the Company has implemented a reduction of approximately 77% of its workforce, or 17 people (the “Restructuring”), leaving 5 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 the marketing and selling efforts of its automated partners, clinical research studies that have incorporated galectin-3 testing 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 charges with respect to severance payments and benefits continuation of approximately $404,000 and $98,000 during 2014 and 2015, respectively. Of the total $404,000 charges in 2014, $128,000 was recorded in research and development, $114,000 was recorded in sales and marketing, and $162,000 was recorded in general and administrative expense. Of the $98,000 charges in 2015, $41,000 was recorded in research and development and $57,000 was recorded in sales and marketing expense. The Company paid approximately $277,000 of such expenses during the third and fourth quarters of 2014, $208,000 during the first and second quarters of 2015, and will pay the remaining $4,000, included in accrued expenses, during the third quarter of 2015. As a result of the Restructuring, the Company estimates it will generate annualized expense savings of approximately $2.4 million primarily from savings in employee salaries and benefits. In May 2015, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Company’s principal stockholders, 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. In addition and pursuant to the terms of the Purchase Agreement, and as approved by the Company’s stockholders at the Company’s 2015 annual meeting of stockholders and the satisfaction or waiver of other closing conditions, the Company issued and sold to the purchasers $2,000,000 of shares of newly created Series A Preferred Stock, $0.001 par value per share of the Company at the second closing that was held on July 14, 2015 following the Company’s 2015 Annual Meeting. In June 2015, the Company entered into a sublease agreement with a third party for the 880 Winter Street office space. The term of the sublease is from June 1, 2015 through December 31, 2018 covering the balance of the underlying lease term. The Company has recorded in operating costs total charges of $153,000 with respect to the net present value of the net costs that will continue to be incurred under the lease for its remaining term and the real estate brokerage commissions on the sublease. The Company has obtained office space on a short term rental basis and expects to generate annualized savings of approximately $240,000. As further described in Note 4, the Company had a term loan facility that was secured by substantially all of the Company’s assets. On July 14, 2015, the Company paid off all of its outstanding obligations under the term loan. As of July 31, 2015, the Company had approximately $1.0 million in cash and $0 outstanding under the term loan, having made payments totaling approximately $3.2 million during the first seven months of 2015. The Company’s common stock is currently listed for trading on the NASDAQ Capital Market. As previously disclosed, the Company was notified by NASDAQ that, because the Company 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, the Company’s common stock would be subject to delisting unless the Company timely requests a hearing before the NASDAQ Listing Qualifications Panel, or the Panel. The Company subsequently requested a hearing before the Panel and during the hearing on April 16, 2015 the Company requested, and later in April 2015 the Company received, the approval from the Panel for an extension until August 20, 2015, subject to the achievement of certain milestones, within which to pursue its plan to regain and maintain compliance with all applicable requirements for continued listing on NASDAQ. In accordance with its plan of compliance, on July 8, 2015 the Company effected a 1-for-4 reverse stock split of its common stock and issued shares of Series A Preferred as described in Note 8, both of which were approved by the Company’s stockholders at its 2015 annual meeting of stockholders. While the Company’s common stock will remain listed and continue to trade on NASDAQ under the symbol “BGMD” pending a determination by NASDAQ as to whether the Company has regained compliance with NASDAQ Listing Rules, there can be no assurance that NASDAQ will determine the Company has regained compliance or that the Company will maintain compliance with NASDAQ Listing Rules in the future. A delisting of the Company’s common stock from The NASDAQ Capital Market could substantially further reduce the liquidity of its common stock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm the Company’s ability to raise capital through alternative financing sources on terms acceptable to the Company, 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 sale of shares of the Company’s Series A Preferred Stock on July 14, 2015 and secured convertible promissory notes on May 12, 2015 and the public offering of shares of the Company’s common stock and warrants to purchase common stock that the Company expects to be completed on August 18, 2015 (see Note 8) will be sufficient to fund its operations into July 2016. 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 beyond July 2016. 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 the Company and any financings may result in dilution to the Company’s stockholders. 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, the near term forecast of incurring net losses and negative operating cash flows, the Company’s dependence on near-term revenues generated from product fees due from a single automated partner, out limited experience with the amount and timing of sales made by its automated partners and its inability to predict the timing of the market introduction of automated tests and product fees generated by the sale of automated tests by its other automated partners raise substantial doubt regarding its ability to continue as a going concern beyond July 2016. 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 Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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. In the past the Company did not 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. On June 7, 2015, Health Diagnostic Laboratory, Inc. (“HDL”), which is the Company’s largest customer of its BGM Galectin-3 ® 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: (in thousands) June 30, 2015 December 31, 2014 Raw materials $ 46 $ 64 Finished goods 254 336 Total inventories $ 300 $ 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 the three and six months ended June 30, 2015 and 2014: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands, except share and per share data) Net loss $ (2,029 ) $ (2,169 ) $ (3,378 ) $ (4,348 ) Weighted average number of shares - basic and diluted 8,657,845 8,478,866 8,648,869 7,735,630 Net loss per share - basic and diluted $ (0.23 ) $ (0.26 ) $ (0.39 ) $ (0.56 ) For the three and six months ended June 30, 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 and Six Months Ended June 30, 2015 2014 Options to purchase common stock 886,444 760,665 Warrants to purchase common stock 186,449 216,138 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments At June 30, 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. Fair Value of Financial Instruments At June 30, 2015, the Company’s financial instruments consisted of cash, accounts receivable, accounts payable, a Preferred Stock Liability (see note 8), 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. In accordance with U.S. generally accepted accounting standards, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The assets or liabilities fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following table sets forth Company’s financial instruments which are measured at fair value on a recurring basis by level within the fair value hierarchy: June 30, 2015 Fair Value Measurements Level 1 Level 2 Level 3 Total (in thousands) Preferred stock liability $ — $ — $ 31 $ 31 Secured convertible promissory notes $ — $ — $ 929 $ 929 The table below sets forth a summary of changes in the fair value of the Company’s level 3 liability (preferred stock liability) for the three months ending June 30, 2015: (in thousands) Balance at March 31, 2015 $ — Loss on recognition of preferred stock liability 79 Gain on revaluation of preferred stock liability (48 ) Balance at June 30, 2015 $ 31 The resulting initial recognition and subsequent revaluation were recorded as other income (expense) in the unaudited condensed consolidated statements of operations. The table below sets forth a summary of changes in the fair value of the Company’s secured convertible notes for the three months ending June 30, 2015: (in thousands) Balance at March 31, 2015 $ — Principal proceeds 500 Loss on fair value adjustment 429 Balance at June 30, 2015 $ 929 The resulting fair value adjustment was recorded as other income (expense) in the unaudited condensed consolidated statements of operations. The Preferred Stock Liability was valued using the Black-Scholes option pricing model using the following assumptions: May 12, 2015 June 30, 2015 Underlying security price $ 2.12 $ 2.00 Strike price 2.68 $ 2.68 Risk-free interest rate 0.02 % 0.03 % Expected dividend yield 0 % 0 % Volatility factor 68.95 % 73.8 % Expected term 0.22 years 0.08 years The secured convertible promissory notes valuation analysis was based on the probability-weighted expected return method (“PWERM”) utilizing various scenarios for the expected payout of the instrument covering the full range of the potential outcomes. The PWERM determines the value of an instrument, based upon an analysis of future values for the subject instruments, which takes into consideration the full range of the potential cash flows available to the subject instrument. The instrument value is based upon the present value of the probability of each future outcome becoming available to the instrument, and the economic rights and preferences of the instrument. Due to the lack of relevant and market reflective Level 1 and Level 2 inputs, the Company valued the instruments using Level 3 inputs, which require significant judgment and estimates on behalf of management in developing model assumptions. The fair value model used in valuing the convertible debt instrument utilizes the following inputs: conversion price per share, current and future stock prices, discount rate, and volatility. The following assumptions were made in the model: (1) conversion price of $2.68 per share, (2) future stock prices of $2.36 per share and $2.14 per share, (3) discount rate of 18.0%, and (3) expected stock price volatility of 51.0% and 55.0%. |
Term Loan
Term Loan | 6 Months Ended |
Jun. 30, 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. At June 30, 2015, the Company had $745,000 outstanding under the term loan. On July 14, 2015, the Company paid off all of its outstanding obligations under that certain Loan and Security Agreement by and among the Company, General Electric Capital Corporation (“GECC”) as agent and the lenders and the guarantors thereto dated as of February 10, 2012, as amended (the “GECC Agreement”), and terminated the GECC Agreement. The security interest granted by the Company to GECC in its assets in connection with the GECC Agreement was also terminated at the time of the payoff. Notwithstanding the payoff, the warrants to purchase the Company’s common stock that the Company previously issued to GECC’s affiliate, GE Capital Equity Investments, Inc., and Comerica Bank in connection with the GECC Agreement, continue to remain outstanding in accordance with their terms and are not affected by the payoff. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 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 June 30, 2015. |
Common Stock Purchase Agreement
Common Stock Purchase Agreement | 6 Months Ended |
Jun. 30, 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 expired in June 2015. The Company was not eligible to sell any shares under the Purchase Agreement during the purchase period ended June 30, 2015 because the trading price of its common stock did not exceed the $4.00 floor price. The Purchase Agreement expired in June 2015. |
Follow-on Public Offerings
Follow-on Public Offerings | 6 Months Ended |
Jun. 30, 2015 | |
Follow-on Public Offerings | 7. Follow-on Public Offerings On January 30, 2013, the Company closed a follow-on underwritten public offering of 1,725,000 shares of its common stock, at an offering price of $8.00 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 1,613,000 shares of its common stock, at an offering price of $6.20 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. |
Convertible Promissory Notes, S
Convertible Promissory Notes, Series A Preferred Stock and Other Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Convertible Promissory Notes, Series A Preferred Stock and Other Subsequent Events | 8. Convertible Promissory Notes, Series A Preferred Stock and Other Subsequent Events On May 12, 2015, the Company entered into a Securities Purchase Agreement (the “Series A Purchase Agreement”) with the Company’s principal stockholders. Pursuant to the terms and subject to the conditions contained in the Series A Purchase Agreement, the Company issued and sold to the Purchasers secured convertible promissory notes in the aggregate principal amount of $0.5 million (the “Notes”). In addition, the Company agreed to issue to the Purchasers, and the Purchasers agreed to purchase from the Company, an aggregate of $2.0 million of shares of Series A Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”), at the second closing. The Company determined that the liability to issue the Series A Preferred Stock (the “Preferred Stock Liability”) at a future date was a freestanding instrument and should be accounted for as a liability. The Company remeasures the Preferred Stock Liability at fair value at each reporting period, with changes being recorded within other (loss) income in the unaudited condensed consolidated statements of operations. The Notes contain a compound embedded derivative that requires separate accounting from the host debt instrument. The Company elected the fair value option for the Notes as management believes recording the Notes at fair value better reflects the underlying economics of the transaction. The Company remeasures the Notes at fair value at each reporting period, with changes being recorded within other (loss) income in the unaudited condensed consolidated statements of operations. Upon consummation of the Series A Purchase Agreement, the Company allocated the total principal proceeds of $0.5 million between the Preferred Stock Liability and the fair-valued Notes and recorded a loss of $0.5 million in other (loss) income in the unaudited condensed consolidated statements of operations. Pursuant to the terms of the Series A Purchase Agreement, and as approved by the Company’s stockholders at the Company’s 2015 annual meeting of stockholders, the Company issued and sold to the Purchasers $2.0 million of shares Series A Preferred Stock of the Company at the second closing that was held on July 14, 2015 following the Company’s 2015 Annual Meeting (the “Second Closing”). Secured Convertible Promissory Notes and Related Agreements Subject to the approved issuance of the Series A Preferred Stock by the Company’s stockholders at the 2015 Annual Meeting in July 2015, at the Second Closing the Notes were 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. Contemporaneously with the execution and delivery of the Series A 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”) referred as the “Term Loan” (See Note 4). 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 Series A 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 Series A 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 Series A Purchase Agreement and related agreements. On July 14, 2015, the Company and the Purchasers entered into the First Amendment to the Series A Purchase Agreement (the “First Amendment”) pursuant to which the Company and the Purchasers agreed to extend the period of time following the Company’s 2015 annual meeting of stockholders (the “2015 Annual Meeting”) for the Second Closing to occur until July 14, 2015. On July 14, 2015 (the “Second Closing”), pursuant to the terms of the Series A Purchase Agreement, the Company issued and sold to the Purchasers 1,176,262 shares of newly designated Series A Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”), of the Company at a purchase price of $1.7003 per share (the “Purchase Price”) for aggregate gross cash proceeds of approximately $2.0 million. In addition, at the Second Closing, the $500,000 in aggregate principal amount of Notes, plus accrued but unpaid interest thereon, that the Company had issued to the Purchasers in the Initial Closing, converted into 298,181 shares of Series A Preferred Stock at the Purchase Price. Following the Second Closing in July 2015, the Company had issued an aggregate of 1,474,443 shares of Series A Preferred Stock, which are outstanding and held by the Purchasers. The Second Closing was subject to the approval of the Company’s stockholders at the 2015 Annual Meeting in July 2015 and the satisfaction or waiver of other closing conditions. On July 7, 2015, the Company’s stockholders approved the issuance of shares of Series A Preferred Stock, shares of Series A Preferred Stock issuable upon conversion of the Notes and common stock issuable upon conversion of Series A Preferred Stock, at the 2015 Annual Meeting held on July 7, 2015. The shares of Series A Preferred Stock have the rights, preferences and privileges set forth in the Certificate of Designations to the Company’s Restated Certificate of Incorporation (the “Certificate of Designations”) that was filed by the Company on July 14, 2015 with the Secretary of State of the State of Delaware. Each share of Series A Preferred Stock is initially convertible into one share of the Company’s common stock at any time at the option of each holder and automatically convertible upon the written consent of the holders of a majority of the outstanding shares of Series A Preferred Stock. The conversion price will be subject to adjustment in the event that the Company issues other securities at a price per share less than the conversion price of the Series A Preferred Stock then in effect, subject to specified exceptions, and is also subject to adjustment in connection with stock splits, combinations, dividends and other corporate transactions affecting the common stock. The rights, preferences and privileges of the Series A Preferred Stock include full-ratchet anti-dilution protection until the first anniversary of the date that the Series A Preferred Stock is issued and weighted-average anti-dilution protection thereafter. A copy of the Certificate of Designations is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. On August 13, 2015, the Company announced the pricing of an underwritten public offering of (i) 2,315,654 Series A units, each consisting of one share of common stock and one half of a warrant to purchase one share of common stock, at a purchase price of $1.00 per Series A unit, and (ii) 184,346 Series B units, in lieu of Series A units, at a purchase price of $1.00 per Series B unit to those purchasers whose purchase of additional Series A units in the offering would result in the purchaser beneficially owning more than 9.99% of the Company’s outstanding common stock following the completion of the offering. Each Series B unit consists of one fully pre-funded warrant to purchase one share of common stock and one half of a warrant to purchase one share of common stock. The warrants (other than the fully pre-funded warrants) will have an exercise price of $1.00 per share. After the underwriting discount and estimated offering expenses payable by the Company, and subject to consummation of the closing, the Company expects to receive net proceeds of approximately $2.1 million. The offering is expected to close on August 18, 2015, subject to customary closing conditions. |
Significant Accounting Polici14
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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. In the past the Company did not 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. On June 7, 2015, Health Diagnostic Laboratory, Inc. (“HDL”), which is the Company’s largest customer of its BGM Galectin-3 ® |
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: (in thousands) June 30, 2015 December 31, 2014 Raw materials $ 46 $ 64 Finished goods 254 336 Total inventories $ 300 $ 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 the three and six months ended June 30, 2015 and 2014: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands, except share and per share data) Net loss $ (2,029 ) $ (2,169 ) $ (3,378 ) $ (4,348 ) Weighted average number of shares - basic and diluted 8,657,845 8,478,866 8,648,869 7,735,630 Net loss per share - basic and diluted $ (0.23 ) $ (0.26 ) $ (0.39 ) $ (0.56 ) For the three and six months ended June 30, 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 and Six Months Ended June 30, 2015 2014 Options to purchase common stock 886,444 760,665 Warrants to purchase common stock 186,449 216,138 |
Significant Accounting Polici15
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Inventories | Inventories consisted of the following: (in thousands) June 30, 2015 December 31, 2014 Raw materials $ 46 $ 64 Finished goods 254 336 Total inventories $ 300 $ 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 the three and six months ended June 30, 2015 and 2014: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands, except share and per share data) Net loss $ (2,029 ) $ (2,169 ) $ (3,378 ) $ (4,348 ) Weighted average number of shares - basic and diluted 8,657,845 8,478,866 8,648,869 7,735,630 Net loss per share - basic and diluted $ (0.23 ) $ (0.26 ) $ (0.39 ) $ (0.56 ) |
Common Shares Excluded from Computation of Diluted Net Loss per Share | For the three and six months ended June 30, 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 and Six Months Ended June 30, 2015 2014 Options to purchase common stock 886,444 760,665 Warrants to purchase common stock 186,449 216,138 |
Fair Value of Financial Instr16
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Changes in Fair value of Company's level 3 Liability | The table below sets forth a summary of changes in the fair value of the Company’s level 3 liability (preferred stock liability) for the three months ending June 30, 2015: (in thousands) Balance at March 31, 2015 $ — Loss on recognition of preferred stock liability 79 Gain on revaluation of preferred stock liability (48 ) Balance at June 30, 2015 $ 31 |
Summary of Changes in Fair Value of Company's Secured Convertible Notes | The table below sets forth a summary of changes in the fair value of the Company’s secured convertible notes for the three months ending June 30, 2015: (in thousands) Balance at March 31, 2015 $ — Principal proceeds 500 Loss on fair value adjustment 429 Balance at June 30, 2015 $ 929 |
Financial Instruments Measured at Fair Value on Recurring Basis | The following table sets forth Company’s financial instruments which are measured at fair value on a recurring basis by level within the fair value hierarchy: June 30, 2015 Fair Value Measurements Level 1 Level 2 Level 3 Total (in thousands) Preferred stock liability $ — $ — $ 31 $ 31 Secured convertible promissory notes $ — $ — $ 929 $ 929 |
Preferred Stock Liability Valued Using Black-Scholes Option Pricing Model | The Preferred Stock Liability was valued using the Black-Scholes option pricing model using the following assumptions: May 12, 2015 June 30, 2015 Underlying security price $ 2.12 $ 2.00 Strike price 2.68 $ 2.68 Risk-free interest rate 0.02 % 0.03 % Expected dividend yield 0 % 0 % Volatility factor 68.95 % 73.8 % Expected term 0.22 years 0.08 years |
Description of Business and B17
Description of Business and Basis of Presentation - Additional Information (Detail) | Jul. 08, 2015shares | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)$ / shares$ / Patient | Dec. 31, 2014USD ($) | Jun. 30, 2014USD ($) | Jul. 31, 2015USD ($) | Jun. 30, 2015USD ($)Employee | Dec. 31, 2014USD ($)$ / Patient | Dec. 31, 2013USD ($)$ / Patient | Jul. 14, 2015$ / shares | May. 31, 2015USD ($)$ / shares | May. 12, 2015USD ($)$ / shares |
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Cash | $ 178,000 | $ 9,538,000 | $ 178,000 | $ 4,123,000 | $ 9,538,000 | $ 178,000 | $ 4,123,000 | $ 7,751,000 | |||||
Loan facility | 745,000 | 745,000 | 2,960,000 | 745,000 | 2,960,000 | ||||||||
Stockholders' deficit | (2,375,000) | (2,375,000) | 557,000 | $ (2,375,000) | 557,000 | ||||||||
Net loss | (2,029,000) | $ (2,169,000) | (3,378,000) | (4,348,000) | |||||||||
Net cash flows used in operating activities | (2,218,000) | (4,992,000) | |||||||||||
Cash for payments on term loan facility | 2,240,000 | $ 2,240,000 | |||||||||||
Reduction in workforce, percentage | 77.00% | ||||||||||||
Number of employees eliminated | Employee | 17 | ||||||||||||
Number of employees remaining after restructuring activities | Employee | 5 | ||||||||||||
Severance payments and benefits continuation | 98,000 | 404,000 | |||||||||||
Savings in employee salaries and benefits | 2,400,000 | $ 2,400,000 | $ 2,400,000 | ||||||||||
Sublease expiration date | Dec. 31, 2018 | ||||||||||||
Short term rental basis, expected annualized savings | $ 240,000 | ||||||||||||
Series A | |||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Principal amount of secured convertible promissory notes issued and sold | 500,000 | 500,000 | 500,000 | ||||||||||
Preferred stock issued, value | 2,000,000 | 2,000,000 | 2,000,000 | $ 2,000,000 | |||||||||
Preferred stock sold, value | 2,000,000 | 2,000,000 | 2,000,000 | $ 2,000,000 | |||||||||
Preferred stock at par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||||
Research and Development Expense | |||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Severance payments and benefits continuation | 41,000 | 128,000 | |||||||||||
Selling and Marketing Expense | |||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Severance payments and benefits continuation | 57,000 | 114,000 | |||||||||||
General and Administrative Expense | |||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Severance payments and benefits continuation | $ 162,000 | ||||||||||||
Operating Costs | |||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Sublease rental charges | $ 153,000 | ||||||||||||
NASDAQ Capital Market requirements | |||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Minimum closing bid price to be maintained | $ / shares | $ 1 | ||||||||||||
Minimum stockholders' equity or equity deficiency to be maintained | 2,500,000 | $ 2,500,000 | 2,500,000 | ||||||||||
Employee Severance | |||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Payment for severance payments and benefits continuation | 208,000 | $ 277,000 | |||||||||||
Remaining payment expected to be paid in the third quarter of 2015 | 4,000 | 4,000 | 4,000 | ||||||||||
Subsequent Event | |||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Reverse stock split | On July 8, 2015, the Company effected a 1-for-4 reverse stock split of its common stock. All previously reported common stock share amounts in the accompanying financial statements and related notes have been retroactively adjusted to reflect the reverse stock split. | ||||||||||||
Common stock splits ratio | shares | 0.25 | ||||||||||||
Cash | $ 1,000,000 | ||||||||||||
Loan facility | 0 | ||||||||||||
Cash for payments on term loan facility | $ 3,200,000 | ||||||||||||
Subsequent Event | Series A | |||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Preferred stock at par value | $ / shares | $ 0.001 | ||||||||||||
Term loans | |||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Loan facility | $ 745,000 | $ 745,000 | $ 745,000 | ||||||||||
Secured convertible promissory notes | |||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Principal amount of secured convertible promissory notes issued and sold | $ 500,000 | $ 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 | $ / Patient | 29.93 | 30.01 | 17.80 | ||||||||||
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 | $ / Patient | 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 | $ / Patient | 26.33 |
Significant Accounting Polici18
Significant Accounting Policies - Additional Information (Detail) - Jun. 30, 2015 - USD ($) | Total | Total |
Significant Accounting Policies [Line Items] | ||
Provision for doubtful accounts | $ 151,000 | $ 151,000 |
Summary of Inventories (Detail)
Summary of Inventories (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Raw materials | $ 46 | $ 64 |
Finished goods | 254 | 336 |
Total inventories | $ 300 | $ 400 |
Summary of Computation of Basic
Summary of Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Schedule Of Computation Of Basic And Diluted Earnings Per Common Share [Line Items] | ||||
Net loss | $ (2,029) | $ (2,169) | $ (3,378) | $ (4,348) |
Weighted average number of shares - basic and diluted | 8,657,845 | 8,478,866 | 8,648,869 | 7,735,630 |
Net loss per share - basic and diluted | $ (0.23) | $ (0.26) | $ (0.39) | $ (0.56) |
Common Shares Excluded From Com
Common Shares Excluded From Computation of Diluted Net Loss Per Share (Detail) - shares | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 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 | 886,444 | 760,665 |
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 | 186,449 | 216,138 |
Financial Instruments Measured
Financial Instruments Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring $ in Thousands | Jun. 30, 2015USD ($) |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Preferred stock liability | $ 31 |
Secured convertible promissory notes | 929 |
Fair Value, Inputs, Level 3 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Preferred stock liability | 31 |
Secured convertible promissory notes | $ 929 |
Summary of Changes in Fair valu
Summary of Changes in Fair value of Company's level 3 Liability (Detail) $ in Thousands | 2 Months Ended |
Jun. 30, 2015USD ($) | |
Loss on recognition of preferred stock liability | $ 79 |
Gain on revaluation of Preferred Stock Liability | (48) |
Balance at June 30, 2015 | $ 31 |
Summary of Changes in Fair Va24
Summary of Changes in Fair Value of Company's Secured Convertible Notes (Detail) $ in Thousands | 3 Months Ended |
Jun. 30, 2015USD ($) | |
Schedule Of Computation Of Basic And Diluted Earnings Per Common Share [Line Items] | |
Principal proceeds | $ 500 |
Loss on fair value adjustment | 429 |
Balance at June 30, 2015 | $ 929 |
Preferred Stock Liability Value
Preferred Stock Liability Valued Using Black-Scholes Option Pricing Model (Detail) - Preferred Stock Liability - $ / shares | May. 12, 2015 | Jun. 30, 2015 |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Underlying security price | $ 2.12 | $ 2 |
Strike price | $ 2.68 | $ 2.68 |
Risk-free interest rate | 0.02% | 0.03% |
Expected dividend yield | 0.00% | 0.00% |
Volatility factor | 68.95% | 73.80% |
Expected term | 2 months 19 days | 29 days |
Fair Value of Financial Instr26
Fair Value of Financial Instruments - Additional Information (Detail) - Jun. 30, 2015 - Convertible Debt Instrument - $ / shares | Total |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Conversion price per share | $ 2.68 |
Discount rate | 18.00% |
Minimum | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Future stock price per share | $ 2.36 |
Expected stock price volatility | 51.00% |
Maximum | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Future stock price per share | $ 2.14 |
Expected stock price volatility | 55.00% |
Term Loan - Additional Informat
Term Loan - Additional Information (Detail) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | Feb. 10, 2012 |
Debt Instrument [Line Items] | |||
Loan facility | $ 745,000 | $ 2,960,000 | |
Term loans | |||
Debt Instrument [Line Items] | |||
Loan facility amount borrowed | $ 10,000,000 | ||
Loan facility | $ 745,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Jun. 30, 2015USD ($) |
Commitments and Contingencies [Line Items] | |
Accrued other contingencies | $ 0 |
Common Stock Purchase Agreeme29
Common Stock Purchase Agreement - Additional Information (Detail) - Common Stock Purchase Agreement - Aspire Capital Fund LLC - USD ($) | Jan. 24, 2013 | Jun. 30, 2015 |
Schedule Of Common Share Purchase [Line Items] | ||
Common stock sale amount under purchase agreement | $ 12,000,000 | |
Common stock sale period | 2 years | |
Common stock purchase agreement, company's closing stock price per share | $ 4 | |
Common Stock | ||
Schedule Of Common Share Purchase [Line Items] | ||
Common stock purchase agreement, expiration date | 2015-06 |
Follow-on Public Offerings - Ad
Follow-on Public Offerings - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Apr. 08, 2014 | Jan. 30, 2013 | Jun. 30, 2014 |
Equity [Line Items] | |||
Gross proceeds offering | $ 9,238 | ||
Underwritten Public Offering | |||
Equity [Line Items] | |||
Shares of common stock under public offering | 1,613,000 | 1,725,000 | |
Common stock Offering price | $ 6.20 | $ 8 | |
Gross proceeds offering | $ 10,000 | $ 13,800 | |
Offering proceeds net of underwriting discounts, commissions and expenses | $ 9,000 | $ 12,800 |
Convertible Promissory Notes,31
Convertible Promissory Notes, Series A Preferred Stock and Other Subsequent Events - Additional Information (Detail) | Aug. 13, 2015USD ($)shares$ / shares | Jul. 14, 2015USD ($)$ / sharesshares | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jul. 31, 2015shares | May. 31, 2015USD ($)$ / shares | May. 12, 2015USD ($)$ / shares |
Subsequent Event [Line Items] | |||||||||
Other income recorded upon remeasurement of preferred stock liability | $ 48,000 | ||||||||
Other (loss) income | (521,000) | $ 1,000 | $ (521,000) | ||||||
Expected net proceeds | $ 9,238,000 | ||||||||
Secured convertible promissory notes | |||||||||
Subsequent Event [Line Items] | |||||||||
Principal amount of secured convertible promissory notes issued and sold | $ 500,000 | $ 500,000 | |||||||
Series A | |||||||||
Subsequent Event [Line Items] | |||||||||
Principal amount of secured convertible promissory notes issued and sold | 500,000 | 500,000 | |||||||
Preferred stock approved to issue | $ 2,000,000 | ||||||||
Preferred stock at par value | $ / shares | $ 0.001 | $ 0.001 | |||||||
Other (loss) income | 500,000 | ||||||||
Preferred stock issued, value | 2,000,000 | 2,000,000 | $ 2,000,000 | ||||||
Preferred stock sold, value | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | ||||||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Percentage Of Common Shares Outstanding Owned | 9.99% | ||||||||
Exercise price of warrants | $ / shares | $ 1 | ||||||||
Expected net proceeds | $ 2,100,000 | ||||||||
Subsequent Event | Aggregate principal amount of Notes, plus accrued unpaid interest | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt amount converted in to preferred shares | $ 500,000 | ||||||||
Subsequent Event | Series A | |||||||||
Subsequent Event [Line Items] | |||||||||
Preferred stock at par value | $ / shares | $ 0.001 | ||||||||
Preferred stock issued, shares | shares | 1,176,262 | 1,474,443 | |||||||
Preferred stock sold, shares | shares | 1,176,262 | ||||||||
Preferred stock issues and sold, purchase price | $ / shares | $ 1.7003 | ||||||||
Aggregate gross cash proceeds from issuance of preferred shares | $ 2,000,000 | ||||||||
Number of preferred shares issued upon debt conversion | shares | 298,181 | ||||||||
Number of common shares issued for each preferred share | shares | 1 | ||||||||
Subsequent Event | Series A Units | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock underwritten public offering amount | shares | 2,315,654 | ||||||||
purchase price | $ / shares | $ 1 | ||||||||
Subsequent Event | Series A Units | Common Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Proportion Of Each Unit Of Shares | shares | 1 | ||||||||
Subsequent Event | Series A Units | Warrants to purchase common stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Proportion Of Each Unit Of Shares | shares | 0.5 | ||||||||
Subsequent Event | Series B Units | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock underwritten public offering amount | shares | 184,346 | ||||||||
purchase price | $ / shares | $ 1 | ||||||||
Subsequent Event | Series B Units | Common Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Proportion Of Each Unit Of Shares | shares | 1 | ||||||||
Subsequent Event | Series B Units | Warrants to purchase common stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Proportion Of Each Unit Of Shares | shares | 0.5 |