Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 15, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | BGMD | ||
Entity Registrant Name | BG MEDICINE, INC. | ||
Entity Central Index Key | 1,407,038 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 11,319,475 | ||
Entity Public Float | $ 15,578,339 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 1,525 | $ 4,123 |
Accounts receivable (net of allowance for doubtful accounts of $151 and $0 as of December 31, 2015 and December 31, 2014, respectively) | 181 | 174 |
Inventory | 145 | 400 |
Prepaid expenses and other current assets | 100 | 154 |
Total current assets | 1,951 | 4,851 |
Property and equipment, net | 11 | 117 |
Intangible assets, net | 77 | 135 |
Deposits and other assets | 94 | 126 |
Total assets | 2,133 | 5,229 |
Current liabilities | ||
Term loan | 0 | 2,960 |
Accounts payable | 558 | 695 |
Accrued expenses | 345 | 906 |
Current portion of deferred revenue | 250 | |
Other current liabilities | 27 | 18 |
Total current liabilities | 1,180 | 4,579 |
Deferred revenue, net of current portion | 229 | |
Other liabilities | 106 | 93 |
Total liabilities | $ 1,515 | $ 4,672 |
Commitments and contingencies (Note 13) | ||
Convertible preferred stock; $.001 par value; 5,000,000 shares authorized at December 31, 2015 and December 31, 2014; 1,474,443 and 0 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively; liquidation preference of $2,599 at December 31, 2015 | $ 2,594 | |
Stockholders' (deficit) equity | ||
Common stock; $.001 par value; 100,000,000 shares authorized at December 31, 2015 and December 31, 2014; 11,319,475 and 8,632,810 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively | 11 | $ 9 |
Additional paid-in capital | 164,318 | 161,550 |
Accumulated deficit | (166,305) | (161,002) |
Total stockholders' (deficit) equity | (1,976) | 557 |
Total liabilities and stockholders' (deficit) equity | $ 2,133 | $ 5,229 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Allowances for doubtful accounts | $ 151 | $ 0 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 1,474,443 | 0 |
Preferred stock, shares outstanding | 1,474,443 | 0 |
Preferred stock, liquidation preference | $ 2,599 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 11,319,475 | 8,632,810 |
Common stock, shares outstanding | 11,319,475 | 8,632,810 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues: | |||
Product revenues | $ 1,405 | $ 2,698 | $ 3,635 |
Partnership revenues | 21 | 0 | |
Product fee revenues | 140 | 89 | 48 |
Service revenues | 0 | 0 | 390 |
Total revenues | 1,566 | 2,787 | 4,073 |
Costs and operating expenses: | |||
Product and product fee costs | 505 | 956 | 1,247 |
Service costs | 142 | ||
Research and development | 1,774 | 2,393 | 3,735 |
Selling and marketing | 302 | 2,293 | 6,193 |
General and administrative | 3,615 | 4,507 | 7,130 |
Total costs and operating expenses | 6,196 | 10,149 | 18,447 |
Loss from operations | (4,630) | (7,362) | (14,374) |
Non-cash consideration associated with stock purchase agreement | (329) | ||
Interest income | 2 | 15 | |
Interest expense | (159) | (728) | (1,168) |
Other (expense) income | (514) | 24 | 7 |
Net loss | (5,303) | (8,064) | (15,849) |
Preferred stock dividend | (92) | ||
Deemed dividend on beneficial conversion feature | (1,507) | ||
Accretion of convertible preferred stock to liquidation value | (56) | ||
Net loss attributable to common stockholders | $ (6,958) | $ (8,064) | $ (15,849) |
Net loss per share attributable to common stockholders - basic and diluted | $ (0.72) | $ (0.99) | $ (2.33) |
Weighted-average common shares outstanding used in computing per share amounts - basic and diluted | 9,609,408 | 8,175,805 | 6,803,209 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands | Total | Series B convertible preferred stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance (in shares) at Dec. 31, 2012 | 5,128,850 | ||||
Balance at Dec. 31, 2012 | $ 309 | $ 5 | $ 137,393 | $ (137,089) | |
Net loss | (15,849) | (15,849) | |||
Issuance of shares upon public offering, net of offering costs | 12,769 | $ 2 | 12,767 | ||
Issuance of shares upon public offering, net of offering costs (in shares) | 1,725,000 | ||||
Issuance of common stock other (in shares) | Issuance of shares under stock purchase agreement | 33,186 | ||||
Issuance of common stock other (in shares) | Issuance of common stock upon exercise of warrants, net | 81,715 | ||||
Issuance of common stock other | Issuance of shares under stock purchase agreement | 329 | 329 | |||
Issuance of common stock upon exercise of stock options (in shares) | 7,534 | ||||
Issuance of common stock upon exercise of stock options | 27 | 27 | |||
Issuance of common stock under employee stock purchase plan (in shares) | 7,772 | ||||
Issuance of common stock under employee stock purchase plan | 22 | 22 | |||
Issuance of warrants | 163 | 163 | |||
Stock-based compensation | 1,161 | 1,161 | |||
Balance (in shares) at Dec. 31, 2013 | 6,984,056 | ||||
Balance at Dec. 31, 2013 | (1,069) | $ 7 | 151,862 | (152,938) | |
Net loss | (8,064) | (8,064) | |||
Issuance of shares upon public offering, net of offering costs | $ 8,995 | $ 2 | 8,993 | ||
Issuance of shares upon public offering, net of offering costs (in shares) | 1,613,000 | ||||
Issuance of common stock other (in shares) | Issuance of common stock upon exercise of warrants, net | 28,497 | ||||
Issuance of common stock upon exercise of stock options (in shares) | 6,007 | 6,007 | |||
Issuance of common stock upon exercise of stock options | $ 22 | 22 | |||
Issuance of common stock under employee stock purchase plan (in shares) | 1,250 | ||||
Issuance of common stock under employee stock purchase plan | 2 | 2 | |||
Stock-based compensation | 671 | 671 | |||
Balance (in shares) at Dec. 31, 2014 | 8,632,810 | ||||
Balance at Dec. 31, 2014 | 557 | $ 9 | 161,550 | (161,002) | |
Net loss | (5,303) | (5,303) | |||
Issuance of preferred shares, net of offering costs | (56) | $ 2,594 | (56) | ||
Issuance of preferred shares, net of offering costs (in shares) | 1,474,443 | ||||
Issuance of shares upon public offering, net of offering costs | 1,995 | $ 2 | 1,993 | ||
Issuance of shares upon public offering, net of offering costs (in shares) | 2,315,654 | ||||
Issuance of common stock other (in shares) | Issuance of common stock upon exercise of warrants, net | 262,931 | ||||
Issuance of common stock upon vesting of restricted stock units, net | 0 | $ 0 | $ 0 | 0 | 0 |
Issuance of common stock upon vesting of restricted stock units, net (in shares) | 107,315 | ||||
Fractional shares from reverse stock split (in shares) | 765 | ||||
Stock-based compensation | 831 | 831 | |||
Balance (in shares) at Dec. 31, 2015 | 1,474,443 | 11,319,475 | |||
Balance at Dec. 31, 2015 | $ (1,976) | $ 2,594 | $ 11 | $ 164,318 | $ (166,305) |
CONSOLIDATED STATEMENTS OF STO6
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Series B convertible preferred stock | |||
Issuance of shares, offering costs | $ 0.5 | ||
Common Stock | |||
Issuance of shares, offering costs | $ 0.5 | $ 0.2 | $ 1 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities | |||
Net loss | $ (5,303) | $ (8,064) | $ (15,849) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Depreciation and amortization | 87 | 131 | 165 |
Impairment of intangible asset | 105 | ||
Stock-based compensation | 831 | 671 | 1,161 |
Non-cash interest expense | 40 | 222 | 221 |
Provision for doubtful accounts | 151 | ||
Non-cash consideration associated with stock purchase agreement | 329 | ||
Loss (gain) on sale of property and equipment | 64 | (53) | |
Loss on fair value of secured convertible note | 487 | ||
Changes in operating assets and liabilities | |||
Restricted cash | 390 | ||
Accounts receivable | (158) | 145 | 76 |
Inventory | 255 | 59 | (12) |
Prepaid expenses and other assets | 46 | 109 | 214 |
Accounts payable, accrued expenses and other liabilities | (635) | (1,401) | (1,650) |
Deferred rent, deferred revenue and deposits | 468 | (39) | (385) |
Net cash flows used in operating activities | (3,667) | (8,167) | (15,288) |
Cash flows from investing activities | |||
Purchases of property and equipment | (132) | ||
Proceeds from the sale of property and equipment | 13 | 100 | |
Net cash flows provided by/(used)in investing activities | 13 | (32) | |
Cash flows from financing activities | |||
Proceeds from public offering | 2,500 | 9,238 | 13,058 |
Proceeds from secured convertible note | 500 | ||
Proceeds from issuance of preferred stock | 2,000 | ||
Payments on term loan | (2,984) | (4,480) | (2,533) |
Proceeds from ESPP purchase | 2 | 22 | |
Proceeds from the exercise of stock options | 0 | 22 | 27 |
Net cash flows provided by financing activities | 1,056 | 4,539 | 10,285 |
Net decrease in cash and cash equivalents | (2,598) | (3,628) | (5,035) |
Cash and cash equivalents, beginning of year | 4,123 | 7,751 | 12,786 |
Cash and cash equivalents, end of year | 1,525 | 4,123 | 7,751 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 119 | 506 | 863 |
Supplemental disclosure of non-cash activities | |||
Issuance of common stock warrants | 163 | ||
Conversion of convertible notes payable to preferred stock | 987 | ||
Conversion of interest to preferred stock | 7 | ||
Deemed dividend on beneficial conversion feature | 1,507 | ||
Accretion of convertible preferred stock to liquidation value | 56 | ||
Common Stock | |||
Cash flows from financing activities | |||
Costs related to issuance of stock | (504) | $ (243) | $ (289) |
Preferred Stock | |||
Cash flows from financing activities | |||
Costs related to issuance of stock | $ (456) |
Description of Business, Basis
Description of Business, Basis of Presentation and Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Description of Business, Basis of Presentation and Going Concern | 1. Description of Business, Basis of Presentation and Going Concern Description of Business BG Medicine, Inc. (“BG Medicine” or the “Company”) is a commercial stage company that is focused on the 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 to 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 ® ® ® ® The Company has evolved from a research and development company to a commercial diagnostics company. Its initial transition to a commercial organization began with the FDA 510(k) clearance of our first diagnostic product, the BGM Galectin-3 Test, in November 2010. The first stage of transition was substantially completed in the first half of 2013 with the elimination of research and development activities no longer core to the Company’s commercial strategy. The second 11stage of transition was initiated in anticipation of the U.S. introduction of automated testing for galectin-3 and the commencement of commercialization activities by the Company’s automated partners. In order to reduce operating expenses and extend cash runway in anticipation of the commercial launch of automated testing for galectin-3, the Company implemented a reduction in its workforce on September 11, 2014. In so doing, the Company primarily eliminated its sales and marketing organizations and removed certain positions in other function 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 the Company’s 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. Basis of Presentation The accompanying consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business, and includes the accounts of the Company and its wholly-owned subsidiary, BG Medicine N.V., a company organized under the laws of the Netherlands. All intercompany accounts and transactions have been eliminated in consolidation. 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, has been 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, has been credited with the amount by which the stated capital is reduced. At December 31, 2015 and 2014, the Company had cash totaling $1.5 million and $4.1 million, debt of $0 and $3.0 million, and stockholders’ deficit of $2.0 million and 0.6 million, respectively. During the year ended December 31, 2015 and 2014, the Company incurred a net loss totaling $5.3 million and $8.1 million, and used cash in operating activities totaling $3.7 million and $8.2 million, respectively. The Company expects to continue to incur losses and use cash in operating activities in 2016 and beyond. The Company is in the early stages of commercializing its BGM Galectin-3 Test. Interest in the BGM Galectin-3 Test is increasing as a result of the Company’s market development activities, although it has not yet translated into significant revenue. In order to achieve profitability, the Company will need to generate significant product revenues. In August 2015, the Company closed on a follow-on 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) have an exercise price of $1.00 per share. The net offering proceeds received by the Company, after deducting discounts and commissions and expenses incurred with the offering were approximately $2.0 million. In May 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 (the “Purchasers”) secured convertible promissory notes in an aggregate principal amount of $500,000. In addition and 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 “2015 Annual Meeting”) 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. 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. In June 2015, the Company entered into a sublease agreement with a third party for the office space the Company leases located at 880 Winter Street, Waltham, Massachusetts . 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 $82,000 with respect to the net present value of the net costs that will continue to be incurred under the lease for its remaining term. The Company has obtained office space on a short term rental basis and expects to generate annualized savings of approximately $240,000. 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 applied across the U.S., except in Ohio and West Virginia where rates of $23.93 and $26.33, respectively, applied. In 2016, the national limitation amount for the Company’s BGM Galectin-3 Test was increased to $29.96 and applies across the U.S., except in Ohio and West Virginia where rates of $23.95 and $26.36, 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. Abbott, one of such manufacturers, began commercializing the ARCHITECT ® Since September 11, 2014, the Company 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 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 notified beginning on September 11, 2014 and 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 $157,000 and $404,000 during 2015 and 2014, respectively. Of the total $404,000 in charges recorded 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 $157,000 in charges recorded in 2015, $99,000 was recorded in research and development and $58,000 was recorded in sales and marketing expense. The Company paid approximately $277,000 of such expenses during the third and fourth quarters of 2014, $244,000 of such expenses during 2015, and has paid the remaining $40,000, included in accrued expenses, during the first quarter of 2016. As a result of the Restructuring, the Company estimates it will generate annualized expense savings of approximately $2.6 million primarily from savings in employee salaries and benefits. As further described in Note 8, the Company had a term loan facility that was secured by substantially all of the Company’s assets. Prior to being fully paid off, the loan and security agreement contained customary events of default that entitled 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 included, 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 March 27, 2015, the Company had approximately $1.7 million in cash and $1.9 million outstanding under the term loan. On July 14, 2015, the Company paid off all of its outstanding obligations under the term loan. Going Concern The Company believes that its existing cash 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. 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, the Company’s 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 the Company’s ability to continue as a going concern for a reasonable period of time. The Company for the year ended December 31, 2015 incurred a loss of $5.3 million and used $3.7 million of cash from operations. The accompanying consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern. Deregistration On March 25, 2016, the Company’s Board of Directors voted to the voluntarily deregister the Company’s common stock under the Exchange Act and become a non-reporting company. In connection therewith, the Board of Directors approved the filing with the SEC of a Form 15 to voluntarily deregister its securities under Section 12(g) of the Exchange Act and suspend its reporting obligations under Section 15(d) of the Exchange Act. The Company expects to file the Form 15 in April 2016. The Company expects that its obligations to file periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, will be suspended immediately upon the filing of the Form 15 with the SEC, and its proxy statement, Section 16 and other Section 12(g) reporting responsibilities will terminate effective 90 days after the filing of the Form 15. The Company is eligible to deregister under the Exchange Act because its common stock is held by fewer than 300 stockholders of record. Following deregistration, the Company does not expect to publish periodic financial information or furnish such information to its stockholders except as may be required by applicable laws. As a result of the foregoing factors, deregistration will result in less disclosure about the Company and may negatively affect its ability to raise additional funds, the ability of its stockholders to sell its securities and the liquidity and trading prices of its common stock. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Significant Accounting Policies | 2. Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates. Restricted Cash Restricted cash was used solely to fund the research and development efforts under the High Risk Plaque Initiative Program (HRP) (Note 15). The Company has reported the changes in restricted cash as an operating activity in the statements of cash flows as a result of the Company receiving cash in prepayment of planned expenditures that was restricted for funding HRP expenses. At December 31, 2013, the HRP initiative had met its goals and all funding from the participating companies had been applied to initiative expenses, with no restricted cash remaining. Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. Allowances for doubtful accounts are provided for those outstanding balances considered to be uncollectible based upon historical experience and management’s evaluation of the outstanding balances at year end. Bad debts, if any, are written off against the allowance when identified and offset by recoveries when received. Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and accounts receivable. The Company maintains its cash and cash equivalents at one financial institution that management believes to be of high quality, which balance exceeds federally insured limits throughout the year. To reduce credit risk associated with accounts receivable, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that accounts receivable credit risk exposure is limited. The Company does not require collateral from its customers. The Company has one customer which generated 73%, 80% and 74% of its product revenues in 2015, 2014 and 2013, respectively. That same customer represented 87% and 78% of its accounts receivable at December 31, 2015 and 2014, respectively. Concentration of Supplier Risk The Company obtains materials included in its BGM Galectin-3 Test from a small group of suppliers. The Company carries significant strategic inventories of these materials to reduce the risk associated with this small group of suppliers. Strategic inventories are managed based on demand. To date, the Company has been able to obtain adequate supplies of the materials used in the production of its products in a timely manner from existing sources. Inventory Inventory is stated at the lower of cost or market. Costs are determined under the first-in, first-out (FIFO) method. Inventories consisted of the following at December 31: (in thousands) 2015 2014 Raw materials $ 46 $ 64 Finished goods 99 336 Total inventories $ 145 $ 400 Revenue Recognition Revenue is 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. Revenues We recognize four classes of revenues. Product revenues are comprised of payments made to us from the sale of our products to laboratory testing services, hospitals and clinics and diagnostic testing distributors. Partnership and product fee revenues are comprised of payments made to us by our automated partners in consideration for the rights and licenses granted by us to our automated partners. Service revenues have historically been generated through initiatives, collaborations and biomarker discovery and analysis service agreements. Product Revenues 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 a reserve for sales returns as returns are only allowed for defects in workmanship. Allowances for doubtful accounts are provided for those outstanding balances considered to be uncollectible based upon historical experience and management’s evaluation of the outstanding balances at year end. Partnership Revenues Partnership revenues are comprised of payments made to us by our automated partners in consideration for modifications made to our license and distribution agreements or in consideration for achievement of specified commercial milestones. These payments are non-refundable and not to be applied against future product fees owed to us. In the case of contract modifications, we recognize revenue upon receipt of the payments or deferred over an appropriate period based on the nature of the underlying contract changes. We recognize revenue in consideration for achievement of specified commercial milestones as the milestones are met or exceeded. Partnership revenue increased in 2015 to $21,000, from $0 in 2014. The increase relates to a $500,000 payment made to us upon execution of the fourth amendment to our agreement with Abbott, which occurred in November 2015. The amendment was principally in regard to the product fees paid to us by Abbott for galectin-3 tests sold by Abbott to reference laboratories, while retaining the previously negotiated product fee for the other customer segments. This payment has been recorded as deferred revenue and is being amortized over 24 months beginning in December 2015. Product Fee Revenues The Company recognizes product fee revenue when it receives quarterly test sales reporting and payments thereunder from its partners. The Company has entered into worldwide license, development and commercialization agreements with Abbott, bioMérieux SA, (“bioMérieux”), Siemens Healthcare Diagnostics Inc., (“Siemens”), and Alere Inc., (“Alere”). As consideration for the rights and licenses granted by the Company to its partners, the licensees pay to the Company a product fee, as set forth in the respective agreements, for tests sold to third parties. To date, only Abbott and bioMérieux have paid product fees to the Company. Service Revenues Service revenues are primarily attributable to the activities from the HRP initiative, for which all revenue has been recorded as of December 31, 2013. The Company did not record service revenues in 2014 or 2015 and does not expect to record service revenues in 2016 or beyond. The Company’s revenue has historically been generated through initiatives, collaborations and biomarker discovery and analysis services agreements. The services the Company provides under these agreements typically include the integrated analysis of preclinical and/or clinical samples to identify biomarkers related to disease mechanisms. In some cases, the Company has retained certain intellectual property rights to the biomarkers identified in the course of these arrangements. The revenue arrangements have a stated term and the Company has no obligations or ongoing commitments after the specified term of the arrangement. Revenue generated from collaborations and initiatives, such as the HRP initiative described in Note 15, includes revenue from research services and technology licensing agreements. Under these arrangements, the Company is contractually obligated to provide research services and project oversight and administration. The rights to the results of the research, including any intellectual property developed, are licensed to all the members of the collaboration at the inception of the arrangement. The Company has accounted for all deliverables, which include the research services, oversight and administration and the rights to the intellectual property developed, as a single unit of accounting as there is no stand-alone value to the individual elements. The Company considers the terms and conditions of each agreement and recognizes revenues based upon a proportional performance methodology. This methodology involves recognizing revenue over the term of the agreement, as underlying research costs are incurred, and measured on the basis of input measures such as labor or instrument hours expended. The Company believes that these input measures approximate the output measures as the costs incurred are directly proportional to the services that are being provided. The Company makes adjustments, if necessary, to the estimates used in its calculations as work progresses and as such changes are known. The principal costs under these agreements are for personnel and instrumentation expenses to conduct research and development but also include costs for materials and other direct and indirect items necessary to complete the research under these agreements. Actual results may vary from the Company’s estimates. Payments received on uncompleted long-term contracts may be greater than incurred costs and estimated earnings and have been recorded as deferred revenues and classified as other current liabilities in the accompanying consolidated balance sheets. Product Fee Reclassification Beginning in the third quarter of 2015, the Company began disclosing product fee revenue separately from product revenue. To maintain comparability, all previously reported product revenue figures in the accompanying consolidated financial statements have been retroactively adjusted to break out the product fee revenue recognized during those periods. Management evaluated the amount and nature of the change and concluded that it was not material to either the previously reported annual or quarterly financial statement results of operations. Nonetheless, the Company has reclassified the historical statements of operations amounts included in this filing as follows (in thousands): As reported Year ended December 31, As reclassified Year ended December 31, As reported Year ended December 31, As reclassified Year ended December 31, Product Revenues $ 2,787 $ 2,698 $ 3,683 $ 3,635 Product Fee Revenues - 89 - 48 Total Revenues $ 2,787 $ 2,787 $ 3,683 $ 3,683 Product and Product Fee Costs Product and product fee costs consist of contract-manufacturing for the BGM Galectin-3 Test, freight, and revenue-based royalty expenses for certain galectin-3 in-licensed intellectual property. In 2013, the Company became subject to excise taxes due to the classification of the galectin-3 test as a taxable medical device. The excise tax is included in product costs. Service Costs Service costs consist primarily of expenses incurred in connection with the collaborative research and development agreements and biomarker discovery and analysis services agreements. Expenses include outside services and internal personnel costs, laboratory consumables, license fees and overhead expenses related to providing these services. The majority of the cost of service revenue in the periods presented was incurred in connection with the HRP initiative discussed in Note 15. Research and Development Costs Research and development costs are expensed as incurred. Nonrefundable advance payments, if any, for goods and services used in research and development are recognized as expenses as the related goods are delivered or services are performed. Research and development costs include labor, materials and supplies and overhead. Intangible Assets and Long Lived Assets The only intangible asset recognized at December 31, 2015 and 2014 relates to the cost of completed technology acquired for use in connection with the Company’s development of the galectin-3 test and certain other technologies. The assigned life is 10 years, which contemplates a three to five year phase of development of the diagnostic test followed by the expected commercial life of the test. Amortization of this asset has been recorded within research and development expense for all periods presented. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets, including intangible assets, may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicates that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and fair value. Stock-Based Compensation Stock-based compensation expense is recognized based on the grant-date fair value using the Black-Scholes valuation model. The Company recognizes compensation expense only for those stock-based awards expected to vest after considering expected forfeitures. Stock-based compensation is recognized on a straight-line basis over the service period of each award. Stock compensation costs have not been capitalized by the Company. The Company accounts for stock-based awards issued to non-employees by recognizing compensation expense based on the fair value of such awards when the services are completed over the vesting period of the award. Income Taxes Deferred tax assets and liabilities are recorded to reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts as measured under enacted tax laws. A valuation allowance is provided to offset any net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax asset will not be realized. The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions. The Company recognizes tax benefits when a position is more likely than not to be sustained upon examination by the applicable taxing authority. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to uncertain tax positions within the provision for income taxes. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. The Company applied the two-class method to calculate its basic and diluted net loss per share of common stock, as its convertible preferred stock, common stock, and warrants to purchase common stock are participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. However, the two-class method does not impact the net loss per share of common stock as the Company was in a loss position for each of the periods presented, and neither preferred stockholders nor warrant holders participate in losses. The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders for the years ended December 31: 2015 2014 2013 (in thousands, except share and per share data) Net loss $ (5,303) $ (8,064) $ (15,849) Preferred stock dividend (92) - - Deemed dividend on beneficial conversion feature (1,507) - - Accretion of convertible preferred stock (56) - - Net loss attributable to common stockholders $ (6,958) $ (8,064) $ (15,849) Weighted average number of common shares outstanding - basic and diluted 9,609,408 8,175,805 6,803,209 Net loss per share attributable to common stockholders - basic and diluted $ (0.72) $ (0.99) $ (2.33) 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: 2015 2014 2013 Options to purchase common stock 603,643 580,207 649,280 Unvested restricted stock units 88,238 250,475 - Warrants to purchase common stock 1,353,927 186,450 216,156 Convertible preferred stock 2,598,616 - - Total 4,644,424 1,017,132 865,436 Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company’s chief executive officer is the CODM, and he uses consolidated financial information in determining how to allocate resources and assess performance. The Company has determined that it operates in one segment. All of the Company’s assets are located in the United States and substantially all of the Company’s revenues are from customers in the United States. New Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, “Leases,” which changes financial reporting around leasing transactions and more closely aligns accounting for leases with the recently issued International Financial Reporting Standard. Among other things, the update requires a lessee to recognize assets and liabilities on the balance sheet for operating leases and changes many key definitions, including the definition of a lease. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact that ASU 2016-02 will have on its consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities”, which provides new guidance for the recognition, measurement, presentation, and disclosure of financial assets and liabilities. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, and early adoption is permitted. The Company is currently evaluating the effect, if any, that the standard will have on its consolidated financial statements and related disclosures. In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory”. The update replaces the concept of “lower of cost or market” with that of “lower of cost and net realizable value”, which requires companies to measure certain inventory at the lower of cost and net realizable value. This accounting guidance is effective for fiscal years beginning after December 15, 2016, and interim periods within those years on a prospective basis. Early application is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial position, results of operations and cash flows and does not expect the impact to be material. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs”. This ASU, which is effective for fiscal years and interim periods beginning after December 15, 2015, requires debt issuance costs to be presented in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Early adoption is permitted and retrospective application is required. The adoption of ASU 2015-03 is not expected to have a material impact on the Company’s results of operations or financial condition. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”, which supersedes existing accounting standards for revenue recognition and creates a single framework. This standard provides principles for recognizing revenue for the transfer of promised goods or services to customers with the consideration to which the entity expects to be entitled in exchange for those goods or services and specifies the accounting for certain costs to obtain or fulfill a contract with a customer. On July 9, 2015, the FASB decided to delay the effective date of this new accounting guidance by one year, which will result in it being effective for annual periods beginning after December 15, 2017. The Company is currently evaluating the potential impact on its consolidated financial statements and the related disclosures, as well as the available transition methods. Reclassifications Certain prior year amounts have been reclassified to the current year presentation. The reclassifications did not have any effect of reported net income/(loss) for any period presented. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments At December 31, 2015, the Company’s financial instruments consisted of cash, accounts receivable, and accounts payable. The carrying amounts of accounts receivable and accounts payable 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 is considered 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 table below sets forth a summary of changes in the fair value of the Company’s level 3 liability (preferred stock liability) for the year ended December 31, 2015: 2015 (in thousands) Beginning balance $ - Loss on recognition of preferred stock liability 79 Gain on revaluation of preferred stock liability (79 ) Ending balance $ - The resulting initial recognition and subsequent revaluation were recorded as other income (expense) in the 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 year ended December 31, 2015: 2015 (in thousands) Beginning balance $ - Proceeds from secured convertible note 500 Loss on fair value adjustment 487 Conversion of secured convertible notes (987) Ending balance $ - The resulting fair value adjustment was recorded as other income (expense) in the consolidated statements of operations. The preferred stock liability was valued using the Black-Scholes option pricing model as of May 12, 2015, the issuance date of the secured convertible notes, resulting in a fair value of $79,000. This valuation considered an underlying security price of $2.12, strike price of $2.68, risk-free interest rate of 0.02%, expected dividend yield of 0%, volatility factor of 73.8%, and expected term of 0.22 years. As of July 14, 2015, the mandatory conversion of the secured convertible notes into preferred stock occurred, resulting in a remaining term of zero and thereby a fair value of zero. 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. At the conversion date of July 14, 2015, the following inputs were utilized in valuing the convertible debt instrument: (1) conversion price of $3.33 per share, (2) current common stock price of $1.54 per share, (3) discount rate of 18.0%, and (4) expected stock price volatility of 56.2%. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment | 4. Property and Equipment Property and equipment consist of the following as of December 31: Estimated Useful Life 2015 2014 (in thousands) Computer equipment and software 3 years $ 279 $ 411 Laboratory equipment 3-5 years 164 164 Office furniture 5 years 39 147 Leasehold improvements 4 years - 29 482 751 Less: Accumulated depreciation (471) (634) Property and equipment, net $ 11 $ 117 Depreciation expense for the years ended December 31, 2015, 2014 and 2013 was $30,000, $74,000 and $92,000, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Intangible Assets | 5. Intangible Assets Intangible assets with an original cost of $750,000 are comprised of a completed technology that was obtained under a perpetual license (Note 14). In 2013, the Company abandoned one of the licensed patents included in this completed technology, with an original cost of $250,000 resulting in an impairment charge of $105,000. In 2014 and 2015, impairment tests found no indicators of impairment, and as such, no impairment charges were taken. The remaining assets are being amortized over their economic lives, a weighted-average amortization period of 8.7 years, and the weighted-average remaining life was 1.3 years as of December 31, 2015. Accumulated amortization totaled $423,000 and $365,000 at December 31, 2015 and 2014, respectively. Amortization expense for the years ended December 31, 2015, 2014 and 2013 was $57,000, $57,000 and $75,000, respectively. The amortization expense for the next year is expected to approximate $58,000 and amortization expense in the final year is expected to approximate $20,000. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Expenses | 6. Accrued Expenses Accrued expenses at December 31 consist of: 2015 2014 (in thousands) Consulting and professional service fees $ 228 $ 431 Accrued interest expense - 222 Employee compensation and related costs 58 149 Contract research and development 23 42 Other 36 62 Total accrued expenses $ 345 $ 906 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | 7. Income Taxes The tax benefit arising from the Company’s net losses has been offset by increases in the valuation allowance. Accordingly, the Company had no net income tax provision or benefit during the years ended December 31, 2015, 2014 and 2013. Components of the net deferred tax asset at December 31, 2015 and 2014 are as follows: 2015 2014 (in thousands) Net operating loss carryforwards $ 50,217 $ 48,113 Tax credit carryforwards 3,162 3,128 Allowance for doubtful accounts 62 - Capitalized research and development costs 1,421 1,749 Non-qualified employee stock options 566 931 Other temporary differences 285 270 55,713 54,191 Valuation allowance (55,713) (54,191) Net deferred tax asset $ - $ - At December 31, 2015, the Company had available federal and state net operating loss carryforwards of $136,733,000 and 99,687,000, respectively, which expire at various dates through 2035. The gross deferred tax asset reflected for federal net operating losses excludes excess benefits related to the exercise of stock options of $1,526,000 and $1,341,000, respectively, when utilized, will be recorded through additional paid in capital. In assessing the realizability of net deferred tax assets, management considers whether it is more likely than not that the net deferred tax assets will be realized. The ultimate realization of net deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing future deductible amounts become deductible. Management has established a full valuation allowance against the net deferred tax assets at December 31, 2015 and 2014 since it is more likely than not that these future tax benefits will not be realized. During 2015, 2014 and 2013, the valuation allowance increased by approximately $1,522,000, $1,576,000, and $3,262,000 respectively. At December 31, 2015, the Company had federal and state research and development credit carryforwards of $2,143,000 and $1,511,000, respectively. The net credit carryforwards may be used to offset future income taxes and expire at various dates through 2035. Changes in the Company’s ownership, as defined in the U.S. Internal Revenue Code, may limit the Company’s ability to utilize the tax credit and net operating loss carryforwards. The Company files tax returns in the United States, Massachusetts and other states. The tax years 2011 through 2015 remain open to examination by major taxing jurisdictions to which the Company is subject, which are primarily the United States and Massachusetts, as carryforward attributes generated in years past may still be adjusted upon examination by the Internal Revenue Service or state tax authorities if they have or will be used in a future period. The Company is currently not under examination by the Internal Revenue Service or any other jurisdictions for any tax years. The Company recognizes both accrued interest and penalties related to unrecognized benefits within the provision for income taxes. The Company has not recorded any interest or penalties on any unrecognized tax benefits since its inception. The Company anticipates the amount of unrecognized tax benefits recorded will not materially change in the next twelve months. Under the provisions of the Internal Revenue Code, the net operating losses and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Services (“IRS”) and state tax authorities. Net operating losses and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%, as defined under Section 382 and 383 of the Internal Revenue Code, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in the future years. The Company has not performed a full comprehensive Section 382 study to determine any potential loss limitation with regards to the net operating loss carryforwards and tax credits in the U.S. A reconciliation of income tax (expense) benefit at the statutory federal income tax rate and income taxes as reflected in the financial statements at December 31, 2015, 2014 and 2013 is as follows: 2015 2014 2013 Federal income tax at statutory rate 34.00% 34.00% 34.00% State income tax, net of federal benefit 12.39% 3.22% 4.47% Book compensation related to stock options (11.24)% (1.65)% (5.45)% Change in state tax rates 7.95% (3.45)% (5.46)% Permanent differences (3.13)% (4.54)% (6.74)% Other 0.82% 7.06% 0.98% Expired attributes (12.07)% (15.10)% (1.05)% Increase in valuation allowance (28.72)% (19.54)% (20.75)% Effective tax rate 0% 0% 0% |
Term Loan
Term Loan | 12 Months Ended |
Dec. 31, 2015 | |
Term Loan | 8. Term Loan On February 10, 2012, the Company entered into a secured term loan facility, and a term loan in the aggregate principal amount of $10.0 million was funded upon the closing of the transaction. In May 2013, the Company amended its secured term loan facility 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. On July 14, 2015, the Company paid off all of its outstanding obligations under the secured term loan facility and terminated the loan facility. The security interest granted by the Company to the lenders in its assets in connection with the loan facility was also terminated at the time of the payoff. Warrants related to the Term Loan In connection with the loan facility, the Company initially issued to the lenders warrants to purchase 9,165 shares of its common stock with an exercise price of $27.28 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 $34.04 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 27,600 shares and the exercise price of the warrants was adjusted to $6.80 per share. At the loan modification date, the Company valued both the amended and the original warrants using the Black-Scholes option pricing model and recorded the incremental value of the amended warrants as additional debt discount in the amount of $163,000, which was recognized as additional interest expense over the remaining term of the loan until its payoff on July 14, 2015 using the effective interest method. Notwithstanding the payoff of the loan facility in July 2015, the warrants continue to remain outstanding in accordance with their terms and are not affected by the payoff. At December 31, 2015, the Company had $0 outstanding under the term loan and no unamortized debt discount, having extinguished the debt in July 2015. |
Common Stock Purchase Agreement
Common Stock Purchase Agreement | 12 Months Ended |
Dec. 31, 2015 | |
Common Stock Purchase Agreement | 9. Common Stock Purchase Agreement On January 24, 2013, the Company entered into a Common Stock Purchase Agreement, or the Aspire Purchase Agreement, with Aspire Capital Fund, LLC, or Aspire, to purchase, at the Company’s option, up to an aggregate of $12.0 million of shares of its common stock over a two-year term, which expired on June 7, 2015. Under the Aspire Purchase Agreement, the Company initially issued 33,186 shares of its common stock as a commitment fee. The Company did not sell any shares of its common stock under the Aspire Purchase Agreement, which expired in June 2015. The Company also entered into a Registration Rights Agreement with Aspire, which required, among other things, that the Company maintain the effectiveness of the Company’s registration statement that registered the shares issued to Aspire under the Aspire Purchase Agreement. |
Follow-on Public Offerings
Follow-on Public Offerings | 12 Months Ended |
Dec. 31, 2015 | |
Follow-on Public Offerings | 10. 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. On August 18, 2015, the Company closed on 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) have an exercise price of $1.00 per share. The net offering proceeds received by the Company, after deducting discounts and commissions and expenses incurred with the offering, were approximately $2.0 million. |
Convertible Promissory Notes an
Convertible Promissory Notes and Series A Preferred Stock | 12 Months Ended |
Dec. 31, 2015 | |
Convertible Promissory Notes and Series A Preferred Stock | 11. Convertible Promissory Notes and Series A Preferred Stock On May 12, 2015, the Company entered into the Series A Purchase Agreement with the Company’s principal stockholders. On May 12, 2015 (the “Initial Closing”), 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. At December 31, 2015, no Preferred Stock Liability was recorded due to the conversion of the Notes in July 2015. The Notes contained 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 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 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, the Company issued and sold to the Purchasers $2.0 million in shares of Series A Preferred Stock at the second closing that was held on July 14, 2015 (the “Second Closing”). Secured Convertible Promissory Notes and Related Agreements 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 of $1.7003 per share (the “Purchase Price”). 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 would have 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 8). 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 were 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 was 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. Upon the conversion of the Notes into shares of Series A Preferred Stock at the Second Closing, the security interest granted under the Security Agreement was terminated. 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. 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. 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 for the Second Closing to occur until July 14, 2015. At 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 of the Company at the Purchase Price of $1.7003 per share for aggregate gross cash proceeds of approximately $2.0 million. In addition, at the Second Closing, the $0.5 million in aggregate principal amount of Notes, plus accrued but unpaid interest, 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 remain outstanding and held by the Purchasers. The shares of Series A Preferred Stock have the rights, preferences and privileges set forth in the Restated Certificate of Designations to the Company’s Restated Certificate of Incorporation (the “Certificate of Designations”) that was filed by the Company on August 18, 2015 with the Secretary of State of the State of Delaware. The rights, preferences and privileges of the Series A Preferred Stock are as follows: Dividends Holders of Series A Preferred Stock will be entitled to receive, out of funds legally available for the payment of dividends under Delaware law, cumulative dividends that accrue daily at an annual rate of 8%, compounded and payable quarterly in cash or in additional shares of Series A Preferred Stock at the election of each holder. The holders of Series A Preferred Stock will also be entitled to participate in cash dividends and in-kind distributions made on shares of common stock. The Board of Directors has not declared any dividends on common or preferred stock. At December 31, 2015, the cumulative undeclared dividends on preferred stock totals $92,000, and are included as a deduction in determining net loss per share attributable to common stockholders. The carrying value of the Series A Preferred Stock was not adjusted for the cumulative undeclared dividends as the Series A Preferred Stock is not probable of becoming redeemable. Voting Rights Holders of Series A Preferred Stock will be entitled to vote with the holders of the common stock on an as-converted basis, except that no holder of Series A Preferred Stock will be entitled to cast votes for the number of shares of common stock issuable upon conversion of the Series A Preferred Stock held by such holder that exceeds (subject to a proportionate adjustment in the event of a stock split, stock dividend, combination or other proportionate recapitalization) the quotient of (A) the aggregate purchase price paid by such holder for its Series A Preferred Stock, divided by (B) the greater of (i) $3.20 and (ii) the closing price of the common stock on the trading day immediately prior to the date its Series A Preferred Stock is issued, which was $1.40. In addition, prior to the conversion of the Series A Preferred Stock, the consent of the holders of at least a majority of the Series A Preferred Stock then outstanding, voting together as a single class, will be required for the Company to take certain actions, including, among other things: liquidating, dissolving or winding up the business and affairs of the Company or effecting any merger, consolidation or other liquidation event; amending, altering or repealing any provision of the Certificate of Incorporation, the Certificate of Designations or the Bylaws of the Company; creating or authorizing any class or series of capital stock ranking senior to or on parity with the Series A Preferred Stock or increasing the number of authorized shares of Series A Preferred Stock; purchasing, redeeming, paying or declaring dividends on any shares of capital stock of the Company, with certain exceptions; increasing or decreasing the size of the Board of Directors of the Company (the “Board”); and certain other actions. Conversion Rights Each share of Series A Preferred Stock is convertible into one share of common stock at any time at the option of each holder and automatically 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 connection with stock splits, combinations, dividends and other corporate transactions affecting the common stock. All other anti-dilution protections that had been provided to the Series A Preferred Stock upon issuance terminated following the Second Closing. A contingent beneficial conversion feature was recognized during 2015 as a result of the conversion price being adjusted from $1.7003 to $1.00 at the time of the Second Closing. The Company recorded $1.5 million relating to the contingent beneficial conversion as a deemed dividend. The $1.5 million was included within additional paid-in capital in the consolidated financial statements, and reduced the carrying value of the Series A Preferred Stock. Since the Series A Preferred Stock has no stated redemption date and is immediately convertible, the $1.5 million deemed dividend was immediately accreted, resulting in an increase in the carrying value of the Series A Preferred Stock. The deemed dividend was included as a deduction in determining net loss per share attributable to common stockholders. The conversion price adjustment feature expired following the Second Closing. Redemption Rights All redemption rights that had been provided to the Series A Preferred Stock upon issuance terminated following the Second Closing. Ranking The Series A Preferred Stock will rank senior in preference and priority to the Company’s common stock and each other class or series of capital stock of the Company, except for any class or series of capital stock issued in compliance with the terms of the Restated Certificate of Designations. Liquidation Preference Upon liquidation, including deemed liquidations pursuant to a merger, consolidation or a sale of all or substantially all of the Company’s assets, the holders of Series A Preferred Stock will be entitled to be paid first out of any proceeds in an amount per share equal to the price at which shares of Series A Preferred Stock were sold in the Series A Preferred Stock financing, plus all accrued but unpaid dividends on each share of Series A Preferred Stock, and prior to payment of any amounts on the Company’s common stock. Thereafter, the holders of Series A Preferred Stock will also share pro rata on an as converted to common stock basis in payments made to the holders the Company’s common stock. Accordingly, the holders of the Series A Preferred Stock will be entitled to receive the proceeds out of any sale or liquidation of the Company before any such proceeds are paid to holders of the Company’s common stock and then share in any proceeds paid to holders of the Company’s common stock. As a result, only the sale or liquidation proceeds in excess of the liquidation preference plus accrued but unpaid dividends would be available for distribution to holders of the Company’s common stock. The commissions and issuance costs associated with the Series A Preferred Stock financing were deducted from the carrying value of the Series A Preferred Stock, resulting in the carrying value of the Series A Preferred Stock being reduced below its liquidation value. The Company accretes the carrying value of the Series A Preferred Stock over the period from the date of issuance to the earliest redemption date using the effective interest method. During 2015, the Company recorded one month of accretion, totaling $56,000, at which point the Company ceased accretion as the Series A Preferred stock was not probable of becoming redeemable. Board of Directors Holders of Series A Preferred Stock will be entitled to nominate one director to the Board (the “Series A Director”). Subject to applicable law and stock exchange requirements, the Series A Director will be entitled to serve as a member of each committee of the Board. The rights to nominate a Series A Director will terminate if less than 20% of the shares of Series A Preferred Stock issued under the Securities Purchase Agreement dated May 12, 2015, as amended, by and between the Company and the holders of Series A Preferred Stock are no longer outstanding. Registration Rights In connection with the Second Closing, the Company also entered into the Fifth Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”) with the Purchasers as well as the stockholders who hold shares of the Company’s common stock that are registrable securities (the “Prior Registrable Securities”) under the Company’s existing Fourth Amended and Restated Investor Rights Agreement dated as of July 10, 2008 (the “Existing IRA”). Under the terms of the Investor Rights Agreement, the Existing IRA was amended and restated to grant certain demand and piggyback registration rights with respect to the shares of common stock issuable upon conversion of the Series A Preferred Stock. These registration rights are subject to certain conditions and limitations, including the right of the underwriters of an offering to limit the number of shares of the Company’s common stock included in any such registration under certain circumstances. The Company is generally required to pay all expenses incurred in connection with registrations effected in connection with the registration rights, excluding underwriting discounts and commissions. As the holders of the Series A Preferred Stock are entitled to receive liquidation preferences to which other equity holders are not entitled, the Company determined that the preferred stock should be classified as temporary equity in the consolidated financial statements. The Company reviews the rights and preferences of its equity securities for any changes in terms, rights or preferences to determine if such change is a modification or an extinguishment. The Company evaluates amendments to equity securities using a qualitative method which considers the business purpose for the amendment and whether it adds, deletes or significantly changes a substantive contractual term or the nature of the equity securities. An amendment that changes a substantive contractual term or fundamentally changes the nature of the share of preferred stock is considered an extinguishment. If considered an extinguishment, the Company accounts for the removal of the carrying value of the old securities and recognizes the new securities at their current fair value. An amendment that does not meet these criteria is a modification. If considered a modification, the Company estimates the fair value of the equity security pre- and post- modification and recognizes the incremental fair value, if any, resulting from the modified terms. During 2015, the Company determined that all changes to the terms of the Series A Preferred Stock resulting from amendments made to the Certificates of Designations were not substantive and should be accounted for as a modification. The amendments did not result in a material change to the fair value of the Series A Preferred Stock. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Stock-Based Compensation | 12. Stock-Based Compensation Stock Options The Company’s 2010 Employee, Director and Consultant Stock Plan (the “2010 Stock Plan”) became effective in February 2011, upon the closing of the initial public offering and will expire in August 2020. Under the 2010 Stock Plan, the Company may grant incentive stock options, non-qualified stock options, restricted and unrestricted stock awards and other stock-based awards. The Company’s 2001 Stock Option and Incentive Plan (the “2001 Stock Plan”) was terminated in February 2011 effective upon the completion of the Company’s initial public offering. At December 31, 2015, there were options to purchase 47,783 shares of common stock outstanding under the 2001 Stock Plan and no further options will be granted under the 2001 Stock Plan. In addition to options outstanding under the 2010 Stock Plan and the 2001 Stock Plan, the Company has issued options to purchase 175,000 shares of common stock outside of the Company’s stockholder-approved equity plans as an inducement for the Company’s President & Chief Executive Officer’s employment with the Company, all of which were outstanding at December 31, 2015. As of December 31, 2015, there were 749,982 shares of the Company’s common stock reserved under the 2010 Stock Plan. In addition, the 2010 Stock Plan contains an “evergreen” provision, which allows for an annual increase in the number of shares of the Company’s common stock available for issuance under the plan on the first day of each fiscal year during the period beginning in fiscal year 2012. At December 31, 2015, there were options to purchase 172,876 shares of common stock available for issuance and options to purchase 380,860 shares of common stock outstanding under the 2010 Stock Plan. In addition, during 2012, 694 shares of common stock were issued in lieu of bonus under the 2010 Stock Plan. Options granted under the 2010 Plan have a term of ten years. Vesting of options under the 2010 Stock Plan is determined by the compensation committee or the board of directors, but is generally a four-year term. The fair value of options at date of grant was estimated using the Black-Scholes option-pricing model with the following assumptions: 2015 2014 2013 Risk-free interest rate 1.77% – 1.79% 1.62% – 2.09% 0.68% – 1.90% Expected dividend yield 0% 0% 0% Expected life 5.50 – 6.11 years 5.50 – 7.00 years 5.10 – 6.69 years Expected volatility 115% – 118% 64% – 69% 66% – 72% Weighted-average grant date fair value $2.36 $2.84 $3.76 The Company does not have a significant history of market prices of its common stock as it was not a public company prior to February 4, 2011, and, as such, volatility was estimated using historical volatilities of similar public companies. The expected life of the awards is estimated based on the simplified method, which calculates the expected life based upon the midpoint of the term of the award and the vesting period. The Company uses the simplified method because it does not have sufficient option exercise data to provide a reasonable basis upon which to estimate the expected term. The Company has no history of paying dividends nor does management expect to pay dividends over the contractual terms of these options. The risk-free interest rates are based on the United States Treasury yield curve in effect at the time of grant, with maturities approximating the expected life of the stock options. The following table summarizes information about stock options activity during 2015 and 2014: Number of Weighted- Weighted - Aggregate Outstanding, January 1, 2014 649,280 $ 13.93 Granted 177,829 4.57 Exercised (6,007) 3.60 Forfeited (226,453) 11.14 Expired (14,442) 3.71 Outstanding, December 31, 2014 580,207 $ 12.52 Granted 147,500 2.77 Exercised - - Forfeited (108,156) 23.77 Expired (15,908) 10.58 Outstanding, December 31, 2015 603,643 $ 8.17 7.51 $ - Exercisable, December 31, 2015 295,765 $ 12.12 Vested and expected to vest, December 31, 2015 603,643 $ 8.177 7.51 $ - During 2015, 2014 and 2013, the Company received $0, $22,000 and $27,000 upon exercise of stock options. The intrinsic value of the options exercised in 2015, 2014 and 2013 was $0, $9,000 and $42,000, respectively. Unrecognized compensation expense related to unvested awards as of December 31, 2015 was approximately $753,000 and will be recognized over the remaining vesting periods of the underlying awards. The weighted-average period over which such compensation is expected to be recognized is 2.0 years. Restricted Stock Units In October 2014, the Company granted retention restricted stock units to its remaining employees at no cost to them, which cannot be sold, assigned, transferred or pledged during the vesting period. The restricted stock units vest through the passage of time and are accelerated in the event of termination without cause or a change in control. The restricted stock units are forfeited upon an employee’s voluntary termination of employment. The fair value of the award at the time of the grant is expensed on a straight line basis over the vesting period, which was initially approximately 1.5 years. These awards were granted under the Company’s 2010 Plan. The following table summarizes restricted stock unit activity for the year ended December 31, 2015: Number of Weighted - Nonvested, January 1, 2014 - Granted 255,125 $ 1.67 Forfeited (4,650) $ 1.88 Nonvested, December 31, 2014 250,475 $ 1.66 Vested and issued (107,315) $ 1.71 Forfeited (54,922) $ 1.72 Nonvested, December 31, 2015 88,238 $ 1.57 The total compensation expense recognized during 2015 and 2014 was $308,000 and $55,000, respectively. As of December 31, 2015, there was $55,000 of total unrecognized compensation cost, net of forfeitures, related to unvested restricted stock units. That cost is expected to be recognized over a weighted-average remaining period of 0.2 years. Employee Stock Purchase Plan In August 2010, the Board of Directors approved the 2010 Employee Stock Purchase Plan (the “ESPP”) and the Company’s stockholders approved the plan in November 2010. The ESPP became effective in February 2011 upon the closing of the Company’s initial public offering. The ESPP provides employees with an opportunity to purchase the Company’s common stock at a 15% discount. As of December 31, 2015, there are 74,998 shares of common stock authorized for issuance under the ESPP. In addition, the ESPP contains an “evergreen” provision, which allows for an annual increase in the number of shares of the Company’s common stock available for issuance under the plan on the first day of each fiscal year during the period beginning in fiscal year 2012. The ESPP allows eligible employees to purchase the Company’s stock at the lower of 85% of the fair market value of the shares on the offering date or the exercise date. The Company uses the Black-Scholes option valuation model to value shares issued under the ESPP. For the years ended December 31, 2015, 2014 and 2013, 0, 1,250 and 7,771 shares, respectively, were issued under the ESPP. At December 31, 2015, there were 59,298 shares available for issuance under the ESPP. Total stock compensation expense for stock options, restricted stock units, and the ESPP has been recognized in the statements of operations as follows for the years ended December 31: 2015 2014 2013 (in thousands) Research and development expense $ 340 $ 260 $ 186 Selling and marketing expense 39 57 5 General and administrative expense 452 354 970 Total stock compensation expense $ 831 $ 671 $ 1,161 At December 31, 2015, 924,055 shares of common stock were available for future issuance under the Company’s stock plans. Warrants At December 31, 2015, the Company had warrants to purchase 1,353,927 shares of common stock outstanding. Warrants issued prior to 2015 have a contractual term of ten years from the date of issuance and may be net share-settled at the option of the warrant holder. Warrants issued during 2015 have a contractual term of five years from the date of issuance and may be net share-settled at the option of the warrant holder. The following is a summary of activity for common stock warrants for the year ended December 31, 2015: Common Weighted- Outstanding, January 1, 2014 216,156 $ 4.15 Exercised (29,706) 0.08 Outstanding, December 31, 2014 186,450 4.80 Granted 1,434,346 1.00 Exercised (268,213) 0.72 Dilution adjustments 1,344 11.05 Outstanding, December 31, 2015 1,353,927 $ 1.58 All exercises of common stock warrants for the year ended December 31, 2015 were cashless and resulted in the issuance of an aggregate of 262,931 shares of common stock. The following is a summary of all outstanding common stock warrants as of December 31, 2015: Warrants outstanding Weighted-average Expiration 15,668 $ 2.56 2016 958 21.40 2017 15,051 0.08 2018 1,271,639 0.98 2020 13,846 43.32 2021 36,765 6.80 2022 1,353,927 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies | 13. Commitments and Contingencies Operating Leases In 2013, the Company entered into a non-cancelable operating lease for office facilities located in Waltham, Massachusetts through December 2018, with a renewal option of five years. In June 2015, the Company entered into a sublease agreement with a third party for these office facilities. 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 obtained office space on a short term rental basis. Rent expense under these operating leases totaled $265,000, $368,000 and $594,000 for the years ended December 31, 2015, 2014 and 2013, respectively. Future minimum payments under the Company’s operating leases at December 31, 2015, are as follows: Year Operating (in thousands) 2016 $ 428 2017 394 2018 377 Total minimum lease payments $ 1,199 Under the sublease agreement, the Company may receive a total of $1,107,000 from the third party over the remaining future sublease term. During the year ended December 31, 2015, the Company received $204,000 under the sublease agreement, which directly offset rent expense. Employment Agreements The Company has entered into agreements with certain members of its senior management. The terms of these agreements include non-compete and nondisclosure provisions as well as provide for defined severance payments and acceleration of vesting of share based awards. Other Commitments The Company may be subject to product liability claims that are inherent in the testing, production, marketing and sale of diagnostic tests, for which the Company currently maintains limited product liability insurance. At December 31, 2015, the Company was not aware of any product liability claims with respect to the Company’s diagnostic tests. Contingencies From time to time, the Company may be subject to various legal proceedings and claims arising in the ordinary course of business. The Company assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in its financial statements. An estimated loss contingency is accrued in the financial statements if it is possible that a liability has been incurred and the amount of the loss can be reasonably estimated. No amounts related to contingencies are accrued at December 31, 2015 |
Licensing Agreements
Licensing Agreements | 12 Months Ended |
Dec. 31, 2015 | |
Licensing Agreements | 14. Licensing Agreements In May 2007, the Company entered into an initial biomarker product license and collaboration agreement with ACS Biomarker B.V. (“ACS Biomarker”) and in July 2012, the Company entered into a sublicense agreement with ACS Biomarker, which superseded the initial agreement in its entirety. Pursuant to the agreement, ACS Biomarker granted the Company an exclusive, worldwide sublicense to develop and commercialize two proprietary cardiovascular biomarkers for congestive heart failure, galectin-3 and thrombospondin-2. The agreement permits the Company to sublicense the rights to third parties. As consideration for the sublicense, the Company was required to pay ACS Biomarker an upfront payment and milestone payments as well as royalty prepayments to the extent that the Company achieves specified development and regulatory milestones. Additionally, the Company is obligated to pay ACS Biomarker royalties on any net sales, together with a percentage of any sublicense revenue, from its galectin-3 tests and any other products that the Company develops using the licensed intellectual property. Through December 31, 2015, the Company has paid ACS Biomarker a total of $1.0 million in up-front, milestone and royalty prepayments. Payments of $750,000 were capitalized as an intangible asset. The intangible asset is being amortized over the economic life of the intellectual property (Note 5). Royalty prepayments of $250,000 were capitalized as a prepaid expense and are being amortized as sales of the BGM Galectin-3 Test are recorded. At December 31, 2015, there was $9,000 of royalty prepayments remaining to be amortized. |
HRP Initiative
HRP Initiative | 12 Months Ended |
Dec. 31, 2015 | |
HRP Initiative | 15. HRP Initiative In 2006, the Company initiated and led the HRP initiative for atherothrombotic cardiovascular disease. The HRP initiative consisted of a series of pre-competitive, multi-party research and development projects, which were administered and coordinated by the Company pursuant to participation agreements with Abbott Pharmaceuticals, AstraZeneca, Merck & Co., Inc., Royal Philips Electronics, and Takeda Pharmaceuticals. Since the inception of the HRP initiative, these participating companies supported the research and development projects by providing approximately $26.6 million in funding. The overall goals of the HRP initiative were to advance the understanding, recognition and management of atherothrombotic cardiovascular disease; to provide a roadmap for the development and registration of screening, diagnostic and therapeutic interventions for high-risk plaque; and to promote the use of these interventions by patients, pharmaceutical companies and third-party payers. The HRP initiative was governed by a joint steering committee (“JSC”), which was comprised of designees from the participating companies, and was led by a scientific program board consisting of academic experts in the cardiovascular field, who advised the JSC and assisted in the design of research protocols. The JSC was responsible for overseeing the conduct and progress of the HRP initiative, including finalizing and approving program activities, program and activity budgets, external communications, patent filings, third-party licensing and commercialization of data and rights under the HRP initiative. The Company functioned as the coordinator and administrator for the HRP initiative, and the Company owns any inventions and data that were conceived in the conduct of the HRP initiative. The Company granted each participating company a non-exclusive, perpetual, royalty-free license to all such inventions and data for any and all uses. Each participation agreement expired upon the earlier of the completion of the HRP initiative or the fifth anniversary of such agreement, unless otherwise terminated. The HRP initiative has met its goals and no additional research projects will be initiated nor is additional funding expected from the participating companies. HRP initiative revenues recognized during the years ended December 31, 2015, 2014 and 2013 totaled $0, $0 and $390,000, respectively. At December 31, 2013, all funding from the participating companies had been applied to the expenses related to the HRP initiative and no restricted cash or deferred revenue remained to be spent or recognized. |
401(k) Savings Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2015 | |
401(k) Savings Plan | 16. 401(k) Savings Plan In October 2001, the Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code covering all of its employees. Employees may make contributions by withholding a percentage of their salary. In April 2012, the Company amended the plan to include an employer match of 50% up to 3% of eligible compensation. During the years ended December 31, 2015 and 2014, the Company has expensed $6,000 and $21,000 for the employer match contribution, respectively. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2015 | |
Selected Quarterly Financial Data | 17. Selected Quarterly Financial Data (Unaudited) The following table contains quarterly financial information for 2015 and 2014. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. Quarterly Results for the Year Ended December 31, 2015 March 31 June 30 Sept 30 Dec 31 (in thousands, except per share data) Revenues $ 437 $ 505 $ 334 $ 290 Total costs and operating expenses 1,693 1,950 1,360 1,193 Net loss attributable to common stockholders (1,348 ) (2,029 ) (1,023 ) (903 ) Net loss per share attributable to common stockholders - basic and diluted $ (0.15 ) $ (0.22 ) $ (0.27 ) $ (0.08 ) Quarterly Results for the Year Ended December 31, 2014 March 31 June 30 Sept 30 Dec 31 (in thousands, except per share data) Revenues $ 739 $ 799 $ 695 $ 554 Total costs and operating expenses 2,686 2,770 2,928 1,765 Net loss attributable to common stockholders (2,179 ) (2,169 ) (2,397 ) (1,319 ) Net loss per share attributable to common stockholders - basic and diluted $ (0.31 ) $ (0.25 ) $ (0.28 ) $ (0.15 ) |
Significant Accounting Polici25
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates. |
Restricted Cash | Restricted Cash Restricted cash was used solely to fund the research and development efforts under the High Risk Plaque Initiative Program (HRP) (Note 15). The Company has reported the changes in restricted cash as an operating activity in the statements of cash flows as a result of the Company receiving cash in prepayment of planned expenditures that was restricted for funding HRP expenses. At December 31, 2013, the HRP initiative had met its goals and all funding from the participating companies had been applied to initiative expenses, with no restricted cash remaining. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. Allowances for doubtful accounts are provided for those outstanding balances considered to be uncollectible based upon historical experience and management’s evaluation of the outstanding balances at year end. Bad debts, if any, are written off against the allowance when identified and offset by recoveries when received. |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and accounts receivable. The Company maintains its cash and cash equivalents at one financial institution that management believes to be of high quality, which balance exceeds federally insured limits throughout the year. To reduce credit risk associated with accounts receivable, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that accounts receivable credit risk exposure is limited. The Company does not require collateral from its customers. The Company has one customer which generated 73%, 80% and 74% of its product revenues in 2015, 2014 and 2013, respectively. That same customer represented 87% and 78% of its accounts receivable at December 31, 2015 and 2014, respectively. |
Concentration of Supplier Risk | Concentration of Supplier Risk The Company obtains materials included in its BGM Galectin-3 Test from a small group of suppliers. The Company carries significant strategic inventories of these materials to reduce the risk associated with this small group of suppliers. Strategic inventories are managed based on demand. To date, the Company has been able to obtain adequate supplies of the materials used in the production of its products in a timely manner from existing sources. |
Inventory | Inventory Inventory is stated at the lower of cost or market. Costs are determined under the first-in, first-out (FIFO) method. Inventories consisted of the following at December 31: (in thousands) 2015 2014 Raw materials $ 46 $ 64 Finished goods 99 336 Total inventories $ 145 $ 400 |
Revenues | Revenues We recognize four classes of revenues. Product revenues are comprised of payments made to us from the sale of our products to laboratory testing services, hospitals and clinics and diagnostic testing distributors. Partnership and product fee revenues are comprised of payments made to us by our automated partners in consideration for the rights and licenses granted by us to our automated partners. Service revenues have historically been generated through initiatives, collaborations and biomarker discovery and analysis service agreements. |
Product Revenues | Product Revenues 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 a reserve for sales returns as returns are only allowed for defects in workmanship. Allowances for doubtful accounts are provided for those outstanding balances considered to be uncollectible based upon historical experience and management’s evaluation of the outstanding balances at year end. Product Fee Revenues The Company recognizes product fee revenue when it receives quarterly test sales reporting and payments thereunder from its partners. The Company has entered into worldwide license, development and commercialization agreements with Abbott, bioMérieux SA, (“bioMérieux”), Siemens Healthcare Diagnostics Inc., (“Siemens”), and Alere Inc., (“Alere”). As consideration for the rights and licenses granted by the Company to its partners, the licensees pay to the Company a product fee, as set forth in the respective agreements, for tests sold to third parties. To date, only Abbott and bioMérieux have paid product fees to the Company. Product Fee Reclassification Beginning in the third quarter of 2015, the Company began disclosing product fee revenue separately from product revenue. To maintain comparability, all previously reported product revenue figures in the accompanying consolidated financial statements have been retroactively adjusted to break out the product fee revenue recognized during those periods. Management evaluated the amount and nature of the change and concluded that it was not material to either the previously reported annual or quarterly financial statement results of operations. Nonetheless, the Company has reclassified the historical statements of operations amounts included in this filing as follows (in thousands): As reported Year ended December 31, As reclassified Year ended December 31, As reported Year ended December 31, As reclassified Year ended December 31, Product Revenues $ 2,787 $ 2,698 $ 3,683 $ 3,635 Product Fee Revenues - 89 - 48 Total Revenues $ 2,787 $ 2,787 $ 3,683 $ 3,683 |
Partnership Revenues | Partnership Revenues Partnership revenues are comprised of payments made to us by our automated partners in consideration for modifications made to our license and distribution agreements or in consideration for achievement of specified commercial milestones. These payments are non-refundable and not to be applied against future product fees owed to us. In the case of contract modifications, we recognize revenue upon receipt of the payments or deferred over an appropriate period based on the nature of the underlying contract changes. We recognize revenue in consideration for achievement of specified commercial milestones as the milestones are met or exceeded. Partnership revenue increased in 2015 to $21,000, from $0 in 2014. The increase relates to a $500,000 payment made to us upon execution of the fourth amendment to our agreement with Abbott, which occurred in November 2015.The amendment was principally in regard to the product fees paid to us by Abbott for galectin-3 tests sold by Abbott to reference laboratories, while retaining the previously negotiated product fee for the other customer segments. This payment has been recorded as deferred revenue and is being amortized over 24 months beginning in December 2015. |
Service Revenues | Service Revenues Service revenues are primarily attributable to the activities from the HRP initiative, for which all revenue has been recorded as of December 31, 2013. The Company did not record service revenues in 2014 or 2015 and does not expect to record service revenues in 2016 or beyond. The Company’s revenue has historically been generated through initiatives, collaborations and biomarker discovery and analysis services agreements. The services the Company provides under these agreements typically include the integrated analysis of preclinical and/or clinical samples to identify biomarkers related to disease mechanisms. In some cases, the Company has retained certain intellectual property rights to the biomarkers identified in the course of these arrangements. The revenue arrangements have a stated term and the Company has no obligations or ongoing commitments after the specified term of the arrangement. Revenue generated from collaborations and initiatives, such as the HRP initiative described in Note 15, includes revenue from research services and technology licensing agreements. Under these arrangements, the Company is contractually obligated to provide research services and project oversight and administration. The rights to the results of the research, including any intellectual property developed, are licensed to all the members of the collaboration at the inception of the arrangement. The Company has accounted for all deliverables, which include the research services, oversight and administration and the rights to the intellectual property developed, as a single unit of accounting as there is no stand-alone value to the individual elements. The Company considers the terms and conditions of each agreement and recognizes revenues based upon a proportional performance methodology. This methodology involves recognizing revenue over the term of the agreement, as underlying research costs are incurred, and measured on the basis of input measures such as labor or instrument hours expended. The Company believes that these input measures approximate the output measures as the costs incurred are directly proportional to the services that are being provided. The Company makes adjustments, if necessary, to the estimates used in its calculations as work progresses and as such changes are known. The principal costs under these agreements are for personnel and instrumentation expenses to conduct research and development but also include costs for materials and other direct and indirect items necessary to complete the research under these agreements. Actual results may vary from the Company’s estimates. Payments received on uncompleted long-term contracts may be greater than incurred costs and estimated earnings and have been recorded as deferred revenues and classified as other current liabilities in the accompanying consolidated balance sheets. |
Product and Product Fee Costs | Product and Product Fee Costs Product and product fee costs consist of contract-manufacturing for the BGM Galectin-3 Test, freight, and revenue-based royalty expenses for certain galectin-3 in-licensed intellectual property. In 2013, the Company became subject to excise taxes due to the classification of the galectin-3 test as a taxable medical device. The excise tax is included in product costs. |
Service Costs | Service Costs Service costs consist primarily of expenses incurred in connection with the collaborative research and development agreements and biomarker discovery and analysis services agreements. Expenses include outside services and internal personnel costs, laboratory consumables, license fees and overhead expenses related to providing these services. The majority of the cost of service revenue in the periods presented was incurred in connection with the HRP initiative discussed in Note 15. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Nonrefundable advance payments, if any, for goods and services used in research and development are recognized as expenses as the related goods are delivered or services are performed. Research and development costs include labor, materials and supplies and overhead. |
Intangible Assets and Long Lived Assets | Intangible Assets and Long Lived Assets The only intangible asset recognized at December 31, 2015 and 2014 relates to the cost of completed technology acquired for use in connection with the Company’s development of the galectin-3 test and certain other technologies. The assigned life is 10 years, which contemplates a three to five year phase of development of the diagnostic test followed by the expected commercial life of the test. Amortization of this asset has been recorded within research and development expense for all periods presented. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets, including intangible assets, may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicates that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and fair value. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense is recognized based on the grant-date fair value using the Black-Scholes valuation model. The Company recognizes compensation expense only for those stock-based awards expected to vest after considering expected forfeitures. Stock-based compensation is recognized on a straight-line basis over the service period of each award. Stock compensation costs have not been capitalized by the Company. The Company accounts for stock-based awards issued to non-employees by recognizing compensation expense based on the fair value of such awards when the services are completed over the vesting period of the award. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recorded to reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts as measured under enacted tax laws. A valuation allowance is provided to offset any net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax asset will not be realized. The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions. The Company recognizes tax benefits when a position is more likely than not to be sustained upon examination by the applicable taxing authority. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to uncertain tax positions within the provision for income taxes. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. The Company applied the two-class method to calculate its basic and diluted net loss per share of common stock, as its convertible preferred stock, common stock, and warrants to purchase common stock are participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. However, the two-class method does not impact the net loss per share of common stock as the Company was in a loss position for each of the periods presented, and neither preferred stockholders nor warrant holders participate in losses. The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders for the years ended December 31: 2015 2014 2013 (in thousands, except share and per share data) Net loss $ (5,303) $ (8,064) $ (15,849) Preferred stock dividend (92) - - Deemed dividend on beneficial conversion feature (1,507) - - Accretion of convertible preferred stock (56) - - Net loss attributable to common stockholders $ (6,958) $ (8,064) $ (15,849) Weighted average number of common shares outstanding - basic and diluted 9,609,408 8,175,805 6,803,209 Net loss per share attributable to common stockholders - basic and diluted $ (0.72) $ (0.99) $ (2.33) 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: 2015 2014 2013 Options to purchase common stock 603,643 580,207 649,280 Unvested restricted stock units 88,238 250,475 - Warrants to purchase common stock 1,353,927 186,450 216,156 Convertible preferred stock 2,598,616 - - Total 4,644,424 1,017,132 865,436 |
Segments | Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company’s chief executive officer is the CODM, and he uses consolidated financial information in determining how to allocate resources and assess performance. The Company has determined that it operates in one segment. All of the Company’s assets are located in the United States and substantially all of the Company’s revenues are from customers in the United States. |
New Accounting Pronouncements | New Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, “Leases,” which changes financial reporting around leasing transactions and more closely aligns accounting for leases with the recently issued International Financial Reporting Standard. Among other things, the update requires a lessee to recognize assets and liabilities on the balance sheet for operating leases and changes many key definitions, including the definition of a lease. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact that ASU 2016-02 will have on its consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities”, which provides new guidance for the recognition, measurement, presentation, and disclosure of financial assets and liabilities. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, and early adoption is permitted. The Company is currently evaluating the effect, if any, that the standard will have on its consolidated financial statements and related disclosures. In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory”. The update replaces the concept of “lower of cost or market” with that of “lower of cost and net realizable value”, which requires companies to measure certain inventory at the lower of cost and net realizable value. This accounting guidance is effective for fiscal years beginning after December 15, 2016, and interim periods within those years on a prospective basis. Early application is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial position, results of operations and cash flows and does not expect the impact to be material. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs”. This ASU, which is effective for fiscal years and interim periods beginning after December 15, 2015, requires debt issuance costs to be presented in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Early adoption is permitted and retrospective application is required. The adoption of ASU 2015-03 is not expected to have a material impact on the Company’s results of operations or financial condition. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”, which supersedes existing accounting standards for revenue recognition and creates a single framework. This standard provides principles for recognizing revenue for the transfer of promised goods or services to customers with the consideration to which the entity expects to be entitled in exchange for those goods or services and specifies the accounting for certain costs to obtain or fulfill a contract with a customer. On July 9, 2015, the FASB decided to delay the effective date of this new accounting guidance by one year, which will result in it being effective for annual periods beginning after December 15, 2017. The Company is currently evaluating the potential impact on its consolidated financial statements and the related disclosures, as well as the available transition methods. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to the current year presentation. The reclassifications did not have any effect of reported net income/(loss) for any period presented. |
Significant Accounting Polici26
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Inventories | Inventories consisted of the following at December 31: (in thousands) 2015 2014 Raw materials $ 46 $ 64 Finished goods 99 336 Total inventories $ 145 $ 400 |
Summary of Reclassified Amounts of Historical Statement of Operations | Nonetheless, the Company has reclassified the historical statements of operations amounts included in this filing as follows (in thousands): As reported Year ended December 31, As reclassified Year ended December 31, As reported Year ended December 31, As reclassified Year ended December 31, Product Revenues $ 2,787 $ 2,698 $ 3,683 $ 3,635 Product Fee Revenues - 89 - 48 Total Revenues $ 2,787 $ 2,787 $ 3,683 $ 3,683 |
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 attributable to common stockholders for the years ended December 31: 2015 2014 2013 (in thousands, except share and per share data) Net loss $ (5,303) $ (8,064) $ (15,849) Preferred stock dividend (92) - - Deemed dividend on beneficial conversion feature (1,507) - - Accretion of convertible preferred stock (56) - - Net loss attributable to common stockholders $ (6,958) $ (8,064) $ (15,849) Weighted average number of common shares outstanding - basic and diluted 9,609,408 8,175,805 6,803,209 Net loss per share attributable to common stockholders - basic and diluted $ (0.72) $ (0.99) $ (2.33) |
Common Shares Excluded from Computation of Diluted Net Loss per Share | 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: 2015 2014 2013 Options to purchase common stock 603,643 580,207 649,280 Unvested restricted stock units 88,238 250,475 - Warrants to purchase common stock 1,353,927 186,450 216,156 Convertible preferred stock 2,598,616 - - Total 4,644,424 1,017,132 865,436 |
Fair Value of Financial Instr27
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Convertible Debt Instrument | |
Summary of Changes in Fair Value of Company' Level 3 Liability | The table below sets forth a summary of changes in the fair value of the Company’s secured convertible notes for the year ended December 31, 2015: 2015 (in thousands) Beginning balance $ - Proceeds from secured convertible note 500 Loss on fair value adjustment 487 Conversion of secured convertible notes (987) Ending balance $ - |
Preferred Stock Liability | |
Summary of Changes in Fair Value of Company' 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 year ended December 31, 2015: 2015 (in thousands) Beginning balance $ - Loss on recognition of preferred stock liability 79 Gain on revaluation of preferred stock liability (79 ) Ending balance $ - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Components of Property and Equipment | Property and equipment consist of the following as of December 31: Estimated Useful Life 2015 2014 (in thousands) Computer equipment and software 3 years $ 279 $ 411 Laboratory equipment 3-5 years 164 164 Office furniture 5 years 39 147 Leasehold improvements 4 years - 29 482 751 Less: Accumulated depreciation (471) (634) Property and equipment, net $ 11 $ 117 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Components of Accrued Expenses | Accrued expenses at December 31 consist of: 2015 2014 (in thousands) Consulting and professional service fees $ 228 $ 431 Accrued interest expense - 222 Employee compensation and related costs 58 149 Contract research and development 23 42 Other 36 62 Total accrued expenses $ 345 $ 906 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Components of Net Deferred Tax Asset | Components of the net deferred tax asset at December 31, 2015 and 2014 are as follows: 2015 2014 (in thousands) Net operating loss carryforwards $ 50,217 $ 48,113 Tax credit carryforwards 3,162 3,128 Allowance for doubtful accounts 62 - Capitalized research and development costs 1,421 1,749 Non-qualified employee stock options 566 931 Other temporary differences 285 270 55,713 54,191 Valuation allowance (55,713) (54,191) Net deferred tax asset $ - $ - |
Reconciliation of Income Tax (Expense) Benefit at Statutory Federal Income Tax Rate | A reconciliation of income tax (expense) benefit at the statutory federal income tax rate and income taxes as reflected in the financial statements at December 31, 2015, 2014 and 2013 is as follows: 2015 2014 2013 Federal income tax at statutory rate 34.00% 34.00% 34.00% State income tax, net of federal benefit 12.39% 3.22% 4.47% Book compensation related to stock options (11.24)% (1.65)% (5.45)% Change in state tax rates 7.95% (3.45)% (5.46)% Permanent differences (3.13)% (4.54)% (6.74)% Other 0.82% 7.06% 0.98% Expired attributes (12.07)% (15.10)% (1.05)% Increase in valuation allowance (28.72)% (19.54)% (20.75)% Effective tax rate 0% 0% 0% |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Assumptions Used to Estimate Fair Value of Options at Date of Grant | The fair value of options at date of grant was estimated using the Black-Scholes option-pricing model with the following assumptions: 2015 2014 2013 Risk-free interest rate 1.77% – 1.79% 1.62% – 2.09% 0.68% – 1.90% Expected dividend yield 0% 0% 0% Expected life 5.50 – 6.11 years 5.50 – 7.00 years 5.10 – 6.69 years Expected volatility 115% – 118% 64% – 69% 66% – 72% Weighted-average grant date fair value $2.36 $2.84 $3.76 |
Summary of Stock Option Activity | The following table summarizes information about stock options activity during 2015 and 2014: Number of Weighted- Weighted - Aggregate Outstanding, January 1, 2014 649,280 $ 13.93 Granted 177,829 4.57 Exercised (6,007) 3.60 Forfeited (226,453) 11.14 Expired (14,442) 3.71 Outstanding, December 31, 2014 580,207 $ 12.52 Granted 147,500 2.77 Exercised - - Forfeited (108,156) 23.77 Expired (15,908) 10.58 Outstanding, December 31, 2015 603,643 $ 8.17 7.51 $ - Exercisable, December 31, 2015 295,765 $ 12.12 Vested and expected to vest, December 31, 2015 603,643 $ 8.177 7.51 $ - |
Summary of Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity for the year ended December 31, 2015: Number of Weighted - Nonvested, January 1, 2014 - Granted 255,125 $ 1.67 Forfeited (4,650) $ 1.88 Nonvested, December 31, 2014 250,475 $ 1.66 Vested and issued (107,315) $ 1.71 Forfeited (54,922) $ 1.72 Nonvested, December 31, 2015 88,238 $ 1.57 |
Total Stock Compensation Expense for Stock Options, Restricted Stock Units and ESPP | Total stock compensation expense for stock options, restricted stock units, and the ESPP has been recognized in the statements of operations as follows for the years ended December 31: 2015 2014 2013 (in thousands) Research and development expense $ 340 $ 260 $ 186 Selling and marketing expense 39 57 5 General and administrative expense 452 354 970 Total stock compensation expense $ 831 $ 671 $ 1,161 |
Summary of Activity for Common Stock Warrants | The following is a summary of activity for common stock warrants for the year ended December 31, 2015: Common Weighted- Outstanding, January 1, 2014 216,156 $ 4.15 Exercised (29,706) 0.08 Outstanding, December 31, 2014 186,450 4.80 Granted 1,434,346 1.00 Exercised (268,213) 0.72 Dilution adjustments 1,344 11.05 Outstanding, December 31, 2015 1,353,927 $ 1.58 |
Summary of Outstanding Common Stock Warrants | The following is a summary of all outstanding common stock warrants as of December 31, 2015: Warrants outstanding Weighted-average Expiration 15,668 $ 2.56 2016 958 21.40 2017 15,051 0.08 2018 1,271,639 0.98 2020 13,846 43.32 2021 36,765 6.80 2022 1,353,927 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Future Minimum Payments Under Operating Leases | Future minimum payments under the Company’s operating leases at December 31, 2015, are as follows: Year Operating (in thousands) 2016 $ 428 2017 394 2018 377 Total minimum lease payments $ 1,199 |
Selected Quarterly Financial 33
Selected Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of Quarterly Financial Information | The following table contains quarterly financial information for 2015 and 2014. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. Quarterly Results for the Year Ended December 31, 2015 March 31 June 30 Sept 30 Dec 31 (in thousands, except per share data) Revenues $ 437 $ 505 $ 334 $ 290 Total costs and operating expenses 1,693 1,950 1,360 1,193 Net loss attributable to common stockholders (1,348 ) (2,029 ) (1,023 ) (903 ) Net loss per share attributable to common stockholders - basic and diluted $ (0.15 ) $ (0.22 ) $ (0.27 ) $ (0.08 ) Quarterly Results for the Year Ended December 31, 2014 March 31 June 30 Sept 30 Dec 31 (in thousands, except per share data) Revenues $ 739 $ 799 $ 695 $ 554 Total costs and operating expenses 2,686 2,770 2,928 1,765 Net loss attributable to common stockholders (2,179 ) (2,169 ) (2,397 ) (1,319 ) Net loss per share attributable to common stockholders - basic and diluted $ (0.31 ) $ (0.25 ) $ (0.28 ) $ (0.15 ) |
Description of Business, Basi34
Description of Business, Basis of Presentation and Going Concern - Additional Information (Detail) | Aug. 18, 2015USD ($)$ / sharesshares | Jul. 08, 2015 | Apr. 08, 2014USD ($)$ / sharesshares | Jan. 30, 2013USD ($)$ / sharesshares | Jun. 30, 2015USD ($) | Mar. 31, 2016USD ($) | Mar. 30, 2016$ / Patient | Dec. 31, 2014USD ($)$ / shares | Dec. 31, 2015USD ($)$ / shares$ / Patientshares | Dec. 31, 2014USD ($)$ / shares$ / Patientshares | Dec. 31, 2013USD ($)$ / Patientshares | Sep. 30, 2015Employee | Jul. 14, 2015$ / shares | May. 12, 2015USD ($)$ / shares | Mar. 27, 2015USD ($) | May. 31, 2013$ / shares | Dec. 31, 2012USD ($) | Feb. 10, 2012$ / shares |
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 | 0.25 | |||||||||||||||||
Cash | $ 4,123,000 | $ 1,525,000 | $ 4,123,000 | $ 7,751,000 | $ 12,786,000 | |||||||||||||
Total stockholders' (deficit) equity | 557,000 | (1,976,000) | 557,000 | (1,069,000) | 309,000 | |||||||||||||
Net loss | (5,303,000) | (8,064,000) | (15,849,000) | |||||||||||||||
Net cash flows used in operating activities | (3,667,000) | (8,167,000) | (15,288,000) | |||||||||||||||
Debt | $ 2,960,000 | 0 | 2,960,000 | |||||||||||||||
Exercise price of warrants | $ / shares | $ 1 | |||||||||||||||||
Proceeds from public offering | $ 2,000,000 | 2,500,000 | $ 9,238,000 | 13,058,000 | ||||||||||||||
Percentage of common shares outstanding owned | 9.99% | |||||||||||||||||
Preferred stock issued, value | $ 2,594,000 | |||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Sublease expiration date | Dec. 31, 2018 | |||||||||||||||||
Short term rental basis, expected annualized savings | $ 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 | $ 157,000 | $ 404,000 | ||||||||||||||||
Savings in employee salaries and benefits | $ 2,600,000 | |||||||||||||||||
Underwritten Public Offering | ||||||||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Shares of common stock under public offering | shares | 1,613,000 | 1,725,000 | ||||||||||||||||
Proceeds from public offering | $ 10,000,000 | $ 13,800,000 | ||||||||||||||||
Common stock offering price | $ / shares | $ 6.20 | $ 8 | ||||||||||||||||
Offering proceeds net of underwriting discounts, commissions and expenses | $ 9,000,000 | $ 12,800,000 | ||||||||||||||||
Series A Units | ||||||||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Shares of common stock under public offering | shares | 2,315,654 | |||||||||||||||||
Purchase price | $ / shares | $ 1 | |||||||||||||||||
Series B Units | ||||||||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Shares of common stock under public offering | shares | 184,346 | |||||||||||||||||
Purchase price | $ / shares | $ 1 | |||||||||||||||||
Series A | ||||||||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Purchase price | $ / shares | $ 1.40 | |||||||||||||||||
Preferred stock issued, value | $ 2,000,000 | $ 2,000,000 | ||||||||||||||||
Preferred stock sold, value | $ 2,000,000 | $ 2,000,000 | ||||||||||||||||
Preferred stock, par value | $ / shares | $ 1 | $ 1.7003 | $ 0.001 | |||||||||||||||
Total costs and operating expenses | ||||||||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Sublease rental charges | $ 82,000 | |||||||||||||||||
Research and development | ||||||||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Severance payments and benefits continuation | $ 99,000 | 128,000 | ||||||||||||||||
Selling and marketing | ||||||||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Severance payments and benefits continuation | 58,000 | 114,000 | ||||||||||||||||
General and administrative | ||||||||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Severance payments and benefits continuation | 162,000 | |||||||||||||||||
Employee Severance | ||||||||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Payment for severance payments and benefits continuation | $ 277,000 | 244,000 | ||||||||||||||||
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 | $ 40,000 | |||||||||||||||||
Common Stock | ||||||||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Total stockholders' (deficit) equity | $ 9,000 | $ 11,000 | $ 9,000 | $ 7,000 | $ 5,000 | |||||||||||||
Shares of common stock under public offering | shares | 2,315,654 | 1,613,000 | 1,725,000 | |||||||||||||||
Common Stock | Series A Units | ||||||||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Proportion of each unit of shares | shares | 1 | |||||||||||||||||
Common Stock | Series B Units | ||||||||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Proportion of each unit of shares | shares | 1 | |||||||||||||||||
Warrants to purchase common stock | Series A Units | ||||||||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Proportion of each unit of shares | shares | 0.5 | |||||||||||||||||
Warrants to purchase common stock | Series B Units | ||||||||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Proportion of each unit of shares | shares | 0.5 | |||||||||||||||||
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 | |||||||||||||||||
Term loans | ||||||||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Cash | $ 1,700,000 | |||||||||||||||||
Purchase price | $ / shares | $ 34.04 | |||||||||||||||||
Exercise price of warrants | $ / shares | $ 6.80 | $ 27.28 | ||||||||||||||||
Loan facility, maturity date | Jul. 14, 2015 | |||||||||||||||||
Loan facility | $ 0 | $ 1,900,000 | ||||||||||||||||
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 | |||||||||||||||||
Centers for Medicare And Medicaid Services | Subsequent Event | ||||||||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Reimbursed price per test | $ / Patient | 29.96 | |||||||||||||||||
Centers for Medicare And Medicaid Services | Subsequent Event | OHIO | ||||||||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Reimbursed price per test | $ / Patient | 23.95 | |||||||||||||||||
Centers for Medicare And Medicaid Services | Subsequent Event | WEST VIRGINIA | ||||||||||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Reimbursed price per test | $ / Patient | 26.36 |
Significant Accounting Polici35
Significant Accounting Policies - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2015USD ($) | Dec. 31, 2015USD ($)Segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Significant Accounting Policies [Line Items] | ||||
Number of major customer | One | |||
Partnership revenue | $ 21,000 | $ 0 | ||
Deferred revenue | $ 500,000 | |||
Deferred revenue amortization period | 24 months | |||
Service revenues | $ 0 | $ 0 | $ 390,000 | |
Intangible asset useful life | 10 years | |||
Number of operating segments | Segment | 1 | |||
Customer 1 | Product Revenue | Concentration of Credit Risk and Significant Customers | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk | 73.00% | 80.00% | 74.00% | |
Customer 1 | Accounts Receivable | Concentration of Credit Risk and Significant Customers | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk | 87.00% | 78.00% |
Summary of Inventories (Detail)
Summary of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Raw materials | $ 46 | $ 64 |
Finished goods | 99 | 336 |
Total inventories | $ 145 | $ 400 |
Summary of Reclassified Amounts
Summary of Reclassified Amounts of Historical Statement of Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Product revenues | $ 1,405 | $ 2,698 | $ 3,635 |
Product fee revenues | $ 140 | 89 | 48 |
Total revenues | 2,787 | 3,683 | |
As reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Product revenues | 2,787 | 3,683 | |
Total revenues | $ 2,787 | $ 3,683 |
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 | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule Of Computation Of Basic And Diluted Earnings Per Common Share [Line Items] | |||||||||||
Net loss | $ (5,303) | $ (8,064) | $ (15,849) | ||||||||
Preferred stock dividend | (92) | ||||||||||
Deemed dividend on beneficial conversion feature | (1,507) | ||||||||||
Accretion of convertible preferred stock | (56) | ||||||||||
Net loss attributable to common stockholders | $ (903) | $ (1,023) | $ (2,029) | $ (1,348) | $ (1,319) | $ (2,397) | $ (2,169) | $ (2,179) | $ (6,958) | $ (8,064) | $ (15,849) |
Weighted average number of common shares outstanding - basic and diluted | 9,609,408 | 8,175,805 | 6,803,209 | ||||||||
Net loss per share attributable to common stockholders - basic and diluted | $ (0.08) | $ (0.27) | $ (0.22) | $ (0.15) | $ (0.15) | $ (0.28) | $ (0.25) | $ (0.31) | $ (0.72) | $ (0.99) | $ (2.33) |
Common Shares Excluded From Com
Common Shares Excluded From Computation of Diluted Net Loss Per Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 4,644,424 | 1,017,132 | 865,436 |
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 | 603,643 | 580,207 | 649,280 |
Restricted Stock Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 88,238 | 250,475 | |
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 | 1,353,927 | 186,450 | 216,156 |
Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 2,598,616 |
Summary of Changes in Fair Valu
Summary of Changes in Fair Value of Company's Level 3 Liability (Detail) - Preferred Stock Liability $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Beginning balance | $ 0 |
Loss on recognition of preferred stock liability | 79 |
Gain on revaluation of preferred stock liability | (79) |
Ending balance | $ 0 |
Summary of Changes in the Fair
Summary of Changes in the Fair Value of Company's Secured Convertible Notes (Detail) - Convertible Debt Instrument $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Beginning balance | $ 0 |
Proceeds from secured convertible note | 500 |
Loss on fair value adjustment | 487 |
Conversion of secured convertible notes | (987) |
Ending balance | $ 0 |
Fair Value of Financial Instr42
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jul. 14, 2015 | May. 12, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Preferred Stock Liability | ||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||
Preferred stock liability, fair value | $ 0 | $ 79 | $ 0 | $ 0 |
Underlying security price | $ 2.12 | |||
Conversion price per share | $ 2.68 | |||
Risk-free interest rate | 0.02% | |||
Expected dividend yield | 0.00% | |||
Expected stock price volatility | 73.80% | |||
Expected term | 0 years | 2 months 19 days | ||
Convertible Debt Instrument | ||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||
Preferred stock liability, fair value | $ 0 | $ 0 | ||
Conversion price per share | $ 3.33 | |||
Discount rate | 18.00% | |||
Convertible Debt Instrument | Current Common Stock Price | ||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||
Expected stock price volatility | 56.20% | |||
Stock price per share | $ 1.54 |
Components of Property and Equi
Components of Property and Equipment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 482 | $ 751 |
Less: Accumulated depreciation | (471) | (634) |
Property and equipment, net | $ 11 | $ 117 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful life | 3 years | 3 years |
Property and equipment, gross | $ 279 | $ 411 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 164 | $ 164 |
Laboratory equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful life | 3 years | 3 years |
Laboratory equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful life | 5 years | 5 years |
Office furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful life | 5 years | 5 years |
Property and equipment, gross | $ 39 | $ 147 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful life | 4 years | 4 years |
Property and equipment, gross | $ 29 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 30,000 | $ 74,000 | $ 92,000 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | $ 750,000 | ||
Intangible assets, amortization period | 8 years 8 months 12 days | ||
Finite-lived intangible assets, Remaining weighted average amortization period | 1 year 3 months 18 days | ||
Accumulated amortization | $ 423,000 | $ 365,000 | |
Amortization expense | 57,000 | 57,000 | $ 75,000 |
Impairment charge | 105,000 | ||
Future amortization expense in Year one | 58,000 | ||
Future amortization expense in Year three | 20,000 | ||
Licensed patent | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 250,000 | ||
Impairment charge | $ 0 | $ 0 | $ 105,000 |
Components of Accrued Expense (
Components of Accrued Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Expenses [Line Items] | ||
Consulting and professional service fees | $ 228 | $ 431 |
Accrued interest expense | 222 | |
Employee compensation and related costs | 58 | 149 |
Contract research and development | 23 | 42 |
Other | 36 | 62 |
Total accrued expenses | $ 345 | $ 906 |
Components of Net Deferred Tax
Components of Net Deferred Tax Asset (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Components Of Deferred Tax Assets And Liabilities [Line Items] | ||
Net operating loss carryforwards | $ 50,217 | $ 48,113 |
Tax credit carryforwards | 3,162 | 3,128 |
Allowance for doubtful accounts | 62 | |
Capitalized research and development costs | 1,421 | 1,749 |
Non-qualified employee stock options | 566 | 931 |
Other temporary differences | 285 | 270 |
Gross deferred tax asset | 55,713 | 54,191 |
Valuation allowance | (55,713) | (54,191) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax [Line Items] | |||
Federal net operating loss carryforwards | $ 136,733,000 | ||
State net operating loss carryforwards | $ 99,687,000 | ||
Federal and state net operating loss carryforwards, expiration date | 2,035 | ||
Increase in valuation allowance | $ 1,522,000 | $ 1,576,000 | $ 3,262,000 |
Net credit carryforwards, expiration date | 2,035 | ||
Tax credit carryforward, limitations on use | Net operating losses and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%, as defined under Section 382 and 383 of the Internal Revenue Code, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in the future years. The Company has not performed a full comprehensive Section 382 study to determine any potential loss limitation with regards to the net operating loss carryforwards and tax credits in the U.S. | ||
Operating loss carryforwards, limitations on use | Net operating losses and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%, as defined under Section 382 and 383 of the Internal Revenue Code, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in the future years. The Company has not performed a full comprehensive Section 382 study to determine any potential loss limitation with regards to the net operating loss carryforwards and tax credits in the U.S. | ||
Federal | |||
Income Tax [Line Items] | |||
Excess benefits related to exercise of stock options excluded from net operating loss | $ 1,526,000 | ||
Research and development credit carryforwards | 2,143,000 | ||
State | |||
Income Tax [Line Items] | |||
Excess benefits related to exercise of stock options excluded from net operating loss | 1,341,000 | ||
Research and development credit carryforwards | $ 1,511,000 |
Reconciliation of Income Tax (E
Reconciliation of Income Tax (Expense) Benefit at Statutory Federal Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Rate Reconciliation [Line Items] | |||
Federal income tax at statutory rate | 34.00% | 34.00% | 34.00% |
State income tax, net of federal benefit | 12.39% | 3.22% | 4.47% |
Book compensation related to stock options | (11.24%) | (1.65%) | (5.45%) |
Change in state tax rates | 7.95% | (3.45%) | (5.46%) |
Permanent differences | (3.13%) | (4.54%) | (6.74%) |
Other | 0.82% | 7.06% | 0.98% |
Expired attributes | (12.07%) | (15.10%) | (1.05%) |
Increase in valuation allowance | (28.72%) | (19.54%) | (20.75%) |
Effective tax rate | 0.00% | 0.00% | 0.00% |
Term Loan - Additional Informat
Term Loan - Additional Information (Detail) - USD ($) | Feb. 10, 2012 | May. 31, 2013 | Dec. 31, 2015 | Aug. 18, 2015 | Mar. 27, 2015 |
Debt Instrument [Line Items] | |||||
Exercise price of common stock | $ 1 | ||||
Warrant expiration period | 5 years | ||||
Term loans | |||||
Debt Instrument [Line Items] | |||||
Loan facility amount borrowed | $ 10,000,000 | ||||
Increase in loan fee | $ 50,000 | ||||
Warrant issued to purchase common stock | 9,165 | 27,600 | |||
Exercise price of common stock | $ 27.28 | $ 6.80 | |||
Warrant expiration period | 10 years | ||||
Fair value of the underlying common stock | $ 34.04 | ||||
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 | ||||
Loan facility | $ 0 | $ 1,900,000 | |||
Unamortized debt discount | $ 0 |
Common Stock Purchase Agreeme51
Common Stock Purchase Agreement - Additional Information (Detail) - Common Stock Purchase Agreement - Aspire Capital Fund LLC | Jan. 24, 2013USD ($)shares |
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 | shares | 33,186 |
Common stock sale period | 2 years |
Follow-on Public Offerings - Ad
Follow-on Public Offerings - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Aug. 18, 2015 | Apr. 08, 2014 | Jan. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Equity [Line Items] | ||||||
Gross proceeds offering | $ 2,000 | $ 2,500 | $ 9,238 | $ 13,058 | ||
Exercise price of warrants | $ 1 | |||||
Percentage of common shares outstanding owned | 9.99% | |||||
Common Stock | ||||||
Equity [Line Items] | ||||||
Shares of common stock under public offering | 2,315,654 | 1,613,000 | 1,725,000 | |||
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 | ||||
Series A Units | ||||||
Equity [Line Items] | ||||||
Shares of common stock under public offering | 2,315,654 | |||||
Purchase price | $ 1 | |||||
Series A Units | Common Stock | ||||||
Equity [Line Items] | ||||||
Proportion of each unit of shares | 1 | |||||
Series A Units | Warrants to purchase common stock | ||||||
Equity [Line Items] | ||||||
Proportion of each unit of shares | 0.5 | |||||
Series B Units | ||||||
Equity [Line Items] | ||||||
Shares of common stock under public offering | 184,346 | |||||
Purchase price | $ 1 | |||||
Series B Units | Common Stock | ||||||
Equity [Line Items] | ||||||
Proportion of each unit of shares | 1 | |||||
Series B Units | Warrants to purchase common stock | ||||||
Equity [Line Items] | ||||||
Proportion of each unit of shares | 0.5 |
Convertible Promissory Notes 53
Convertible Promissory Notes and Series A Preferred Stock - Additional Information (Detail) - USD ($) | Jul. 14, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2015 | May. 12, 2015 |
Debt Conversion [Line Items] | ||||||
Preferred stock issues and sold, purchase price | $ 0.001 | $ 0.001 | ||||
Preferred Stock liability, due to conversion of Notes | $ 0 | |||||
Other (loss) income | (514,000) | $ 24,000 | $ 7,000 | |||
Preferred stock issued, value | $ 2,594,000 | |||||
Preferred stock, shares issued | 1,474,443 | 0 | ||||
Aggregate gross cash proceeds from issuance of preferred shares | $ 2,000,000 | |||||
Debt amount converted in to preferred shares | 987,000 | |||||
Deemed dividend on beneficial conversion feature | 1,507,000 | |||||
Additional paid in capital, preferred stock | 1,500,000 | |||||
Accretion of convertible preferred stock to liquidation value | $ 56,000 | |||||
Secured convertible promissory notes | ||||||
Debt Conversion [Line Items] | ||||||
Principal amount of secured convertible promissory notes issued and sold | $ 500,000 | |||||
Aggregate principal amount of Notes, plus accrued unpaid interest | ||||||
Debt Conversion [Line Items] | ||||||
Debt amount converted in to preferred shares | $ 500,000 | |||||
Series A | ||||||
Debt Conversion [Line Items] | ||||||
Preferred stock approved to issue | $ 2,000,000 | |||||
Preferred stock issues and sold, purchase price | $ 1.7003 | $ 1 | $ 0.001 | |||
Preferred stock issued, value | $ 2,000,000 | $ 2,000,000 | ||||
Preferred stock sold, value | $ 2,000,000 | $ 2,000,000 | ||||
Preferred stock, shares issued | 1,176,262 | 1,474,443 | ||||
Preferred stock, shares sold | 1,176,262 | |||||
Aggregate gross cash proceeds from issuance of preferred shares | $ 2,000,000 | |||||
Number of preferred shares issued upon debt conversion | 298,181 | |||||
Preferred stock, voting rights | Holders of Series A Preferred Stock will be entitled to vote with the holders of the common stock on an as-converted basis, except that no holder of Series A Preferred Stock will be entitled to cast votes for the number of shares of common stock issuable upon conversion of the Series A Preferred Stock held by such holder that exceeds (subject to a proportionate adjustment in the event of a stock split, stock dividend, combination or other proportionate recapitalization) the quotient of (A) the aggregate purchase price paid by such holder for its Series A Preferred Stock, divided by (B) the greater of (i) $3.20 and (ii) the closing price of the common stock on the trading day immediately prior to the date its Series A Preferred Stock is issued, which was $1.40. In addition, prior to the conversion of the Series A Preferred Stock, the consent of the holders of at least a majority of the Series A Preferred Stock then outstanding, voting together as a single class, will be required for the Company to take certain actions, including, among other things: liquidating, dissolving or winding up the business and affairs of the Company or effecting any merger, consolidation or other liquidation event; amending, altering or repealing any provision of the Certificate of Incorporation, the Certificate of Designations or the Bylaws of the Company; creating or authorizing any class or series of capital stock ranking senior to or on parity with the Series A Preferred Stock or increasing the number of authorized shares of Series A Preferred Stock; purchasing, redeeming, paying or declaring dividends on any shares of capital stock of the Company, with certain exceptions; increasing or decreasing the size of the Board of Directors of the Company (the “Board”); and certain other actions. | |||||
Convertible preferred stock voting rights threshold | $ 3.20 | |||||
Purchase price | $ 1.40 | |||||
Convertible preferred stock, terms of conversion | Each share of Series A Preferred Stock is convertible into one share of common stock at any time at the option of each holder and automatically 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 connection with stock splits, combinations, dividends and other corporate transactions affecting the common stock. | |||||
Series A | Minimum | ||||||
Debt Conversion [Line Items] | ||||||
Rights to nominate director will terminate if share of preferred stock fall bellow the threshold | 20.00% | |||||
Cumulative Preferred Stock | ||||||
Debt Conversion [Line Items] | ||||||
Preferred stock, annual dividend rate, percentage | 8.00% | |||||
Undeclared dividends | $ 92,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options outstanding | 603,643 | 580,207 | 649,280 | ||
Shares available under stock plan | 924,055 | ||||
Proceeds from the exercise of stock options | $ 0 | $ 22,000 | $ 27,000 | ||
Intrinsic value of option exercised | 0 | $ 9,000 | $ 42,000 | ||
Unrecognized compensation cost | $ 753,000 | ||||
Warrants outstanding | 1,353,927 | 186,450 | 216,156 | ||
Warrant expiration period | 5 years | ||||
Shares of common stock issued upon exercises of warrants | 262,931 | ||||
Prior Year | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Warrant expiration period | 10 years | ||||
President and Chief Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option issued | 175,000 | ||||
Stock Option Plan 2010 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option plan expiration year | 2,020 | ||||
Options outstanding | 380,860 | ||||
Stock option issued | 694 | ||||
Common stock reserved | 749,982 | ||||
Shares available under stock plan | 172,876 | ||||
Stock option, terms | 10 years | ||||
Stock award vesting period | 4 years | ||||
Options to purchase common stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost, recognition period | 2 years | ||||
Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock award vesting period | 1 year 6 months | ||||
Unrecognized compensation cost, recognition period | 2 months 12 days | ||||
Stock compensation expense | $ 308,000 | $ 55,000 | |||
Unrecognized compensation cost, net of forfeitures, related to unvested restricted stock units | $ 55,000 | ||||
Employee Stock Purchase Plan 2010 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved | 74,998 | ||||
Shares available under stock plan | 59,298 | ||||
Employee common stock purchase discount percentage | 15.00% | ||||
Employee purchase plan purchase price percentage of fair market value | 85.00% | ||||
Number of shares issued under ESPP | 0 | 1,250 | 7,771 | ||
Stock Option Plan 2001 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options outstanding | 47,783 | ||||
Stock option granted | 0 |
Assumptions Used to Estimate Fa
Assumptions Used to Estimate Fair Value of Options at Date of Grant (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate minimum | 1.77% | 1.62% | 0.68% |
Risk-free interest rate maximum | 1.79% | 2.09% | 1.90% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility minimum | 115.00% | 64.00% | 66.00% |
Expected volatility maximum | 118.00% | 69.00% | 72.00% |
Weighted-average grant date fair value | $ 2.36 | $ 2.84 | $ 3.76 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life | 5 years 6 months | 5 years 6 months | 5 years 1 month 6 days |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life | 6 years 1 month 10 days | 7 years | 6 years 8 months 9 days |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Number of shares | ||
Outstanding, January 1, 2014 | 580,207 | 649,280 |
Granted | 147,500 | 177,829 |
Exercised | (6,007) | |
Forfeited | (108,156) | (226,453) |
Expired | (15,908) | (14,442) |
Ending Balance | 603,643 | 580,207 |
Exercisable, December 31, 2015 | 295,765 | |
Weighted-average exercise price | ||
Outstanding, January 1, 2014 | $ 12.52 | $ 13.93 |
Granted | 2.77 | 4.57 |
Exercised | 3.60 | |
Forfeited | 23.77 | 11.14 |
Expired | 10.58 | 3.71 |
Outstanding, December 31, 2014 | 8.17 | $ 12.52 |
Exercisable, December 31, 2015 | 12.12 | |
Vested and expected to vest, December 31, 2015 | $ 8.177 | |
Vested and expected to vest, December 31, 2015 | 603,643 | |
Weighted-average remaining contractual term | ||
Outstanding, December 31, 2015 | 7 years 6 months 4 days | |
Vested and expected to vest, December 31, 2015 | 7 years 6 months 4 days | |
Aggregate intrinsic value | ||
Outstanding, December 31, 2015 | $ 0 | |
Vested and expected to vest, December 31, 2015 | $ 0 |
Summary of Restricted Stock Awa
Summary of Restricted Stock Award Activity (Detail) - Restricted Stock Units - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Number of shares | ||
Nonvested, January 1, 2014 | 250,475 | |
Vested and issued | (107,315) | |
Granted | 255,125 | |
Forfeited | (54,922) | (4,650) |
Nonvested, December 31, 2014 | 88,238 | 250,475 |
Weighted - average grant date fair value | ||
Nonvested, January 1, 2014 | $ 1.66 | |
Vested and issued | 1.71 | |
Granted | $ 1.67 | |
Forfeited | 1.72 | 1.88 |
Nonvested, December 31, 2014 | $ 1.57 | $ 1.66 |
Total Stock Compensation Expens
Total Stock Compensation Expenses for Stock Options, Restricted Stock Units and ESPP (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock compensation expense | $ 831 | $ 671 | $ 1,161 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock compensation expense | 340 | 260 | 186 |
Selling and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock compensation expense | 39 | 57 | 5 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock compensation expense | $ 452 | $ 354 | $ 970 |
Summary of Activity for Common
Summary of Activity for Common Stock Warrants (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | ||
Common stock warrants, outstanding | 186,450 | 216,156 |
Common stock warrants, granted | 1,434,346 | |
Weighted average exercise price, granted | $ 1 | |
Common stock warrants, exercised | (268,213) | (29,706) |
Common stock warrants, dilution adjustments | 1,344 | |
Common stock warrants, outstanding | 1,353,927 | 186,450 |
Weighted average exercise price, outstanding | $ 4.80 | $ 4.15 |
Weighted average exercise price, exercised | 0.72 | 0.08 |
Weighted average exercise price, dilution adjustments | 11.05 | |
Weighted average exercise price, outstanding | $ 1.58 | $ 4.80 |
Summary of Outstanding Common S
Summary of Outstanding Common Stock Warrants (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Common Stock Warrant [Line Items] | |||
Warrants outstanding | 1,353,927 | 186,450 | 216,156 |
Weighted average exercise price | $ 1.58 | $ 4.80 | $ 4.15 |
Warrants Expiring 2016 | |||
Common Stock Warrant [Line Items] | |||
Warrants outstanding | 15,668 | ||
Weighted average exercise price | $ 2.56 | ||
Warrant expiration year | 2,016 | ||
Warrants Expiring 2017 | |||
Common Stock Warrant [Line Items] | |||
Warrants outstanding | 958 | ||
Weighted average exercise price | $ 21.40 | ||
Warrant expiration year | 2,017 | ||
Warrants Expiring 2018 | |||
Common Stock Warrant [Line Items] | |||
Warrants outstanding | 15,051 | ||
Weighted average exercise price | $ 0.08 | ||
Warrant expiration year | 2,018 | ||
Warrants Expiring 2020 | |||
Common Stock Warrant [Line Items] | |||
Warrants outstanding | 1,271,639 | ||
Weighted average exercise price | $ 0.98 | ||
Warrant expiration year | 2,020 | ||
Warrants Expiring 2021 | |||
Common Stock Warrant [Line Items] | |||
Warrants outstanding | 13,846 | ||
Weighted average exercise price | $ 43.32 | ||
Warrant expiration year | 2,021 | ||
Warrants Expiring 2022 | |||
Common Stock Warrant [Line Items] | |||
Warrants outstanding | 36,765 | ||
Weighted average exercise price | $ 6.80 | ||
Warrant expiration year | 2,022 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies [Line Items] | |||
Non-cancelable operating leases, extension option | 5 years | ||
Rent expense under these operating leases | $ 265,000 | $ 368,000 | $ 594,000 |
Sublease agreement, receivables | 1,107,000 | ||
Sublease agreement, cash received | 204,000 | ||
Accrued other contingencies | $ 0 |
Future Minimum Payments Under O
Future Minimum Payments Under Operating Leases (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Registration Payment Arrangement [Line Items] | |
2,016 | $ 428 |
2,017 | 394 |
2,018 | 377 |
Total minimum lease payments | $ 1,199 |
Licensing Agreements - Addition
Licensing Agreements - Additional Information (Detail) | Dec. 31, 2015USD ($) |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Intangible assets, gross | $ 750,000 |
Total up-front, milestone and royalty prepayments | 1,000,000 |
Prepaid royalty | 250,000 |
Remaining Amount | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Prepaid royalty | $ 9,000 |
High Risk Plaque Initiative Pro
High Risk Plaque Initiative Program Initiative - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule Of Research And Development [Line Items] | |||
HRP initiative agreement amount | $ 26,600,000 | ||
Service revenue | 0 | $ 0 | $ 390,000 |
High Risk Plaque Initiative Program | |||
Schedule Of Research And Development [Line Items] | |||
Service revenue | $ 0 | $ 0 | 390,000 |
Restricted cash and deferred revenue | $ 0 |
401(k) Savings Plan - Additiona
401(k) Savings Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2012 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan expense | $ 6,000 | $ 21,000 | |
Employer matching contribution percentage | 50.00% | ||
Percentage of eligible compensation matched by employer | 3.00% |
Schedule of Quarterly Financial
Schedule of Quarterly Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Data [Line Items] | |||||||||||
Revenues | $ 290 | $ 334 | $ 505 | $ 437 | $ 554 | $ 695 | $ 799 | $ 739 | $ 1,566 | $ 2,787 | $ 4,073 |
Total costs and operating expenses | 1,193 | 1,360 | 1,950 | 1,693 | 1,765 | 2,928 | 2,770 | 2,686 | 6,196 | 10,149 | 18,447 |
Net loss attributable to common stockholders | $ (903) | $ (1,023) | $ (2,029) | $ (1,348) | $ (1,319) | $ (2,397) | $ (2,169) | $ (2,179) | $ (6,958) | $ (8,064) | $ (15,849) |
Net loss per share attributable to common stockholders - basic and diluted | $ (0.08) | $ (0.27) | $ (0.22) | $ (0.15) | $ (0.15) | $ (0.28) | $ (0.25) | $ (0.31) | $ (0.72) | $ (0.99) | $ (2.33) |