Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 01, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ROKA | |
Entity Registrant Name | ROKA BIOSCIENCE, INC. | |
Entity Central Index Key | 1,472,343 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 1,841,121 |
Condensed Balance Sheets (unaud
Condensed Balance Sheets (unaudited) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 8,960,000 | $ 3,441,000 |
Short-term marketable securities | 21,909,000 | 28,809,000 |
Trade accounts receivable, net of $0 allowance for doubtful accounts | 942,000 | 649,000 |
Inventories | 3,882,000 | 3,939,000 |
Prepaid expenses and other current assets | 5,902,000 | 5,271,000 |
Total current assets | 41,595,000 | 42,109,000 |
Property and equipment, net | 8,288,000 | 9,822,000 |
Intangible assets, net | 19,590,000 | 22,408,000 |
Other assets | 264,000 | 264,000 |
Total assets | 69,737,000 | 74,603,000 |
Current Liabilities: | ||
Accounts payable | 1,119,000 | 675,000 |
Short-term deferred payments | 2,338,000 | 1,343,000 |
Notes payable, current | 6,949,000 | 9,851,000 |
Accrued expenses and other current liabilities | 5,574,000 | 6,767,000 |
Total current liabilities | 15,980,000 | 18,636,000 |
Deferred payments | 9,427,000 | 10,737,000 |
Other long-term liabilities | 282,000 | 317,000 |
Total liabilities | 25,689,000 | 29,690,000 |
Commitments and Contingencies | ||
Series A convertible preferred stock,$0.001 par value 22,500 shares authorized, issued and outstanding at September 30, 2016, zero shares authorized, issued and outstanding at December 31, 2015 | 6,559,000 | 0 |
Common stock, $0.001 par value: 500,000,000 shares of common stock authorized; 1,793,991 shares issued and 1,788,419 shares outstanding, respectively at September 30, 2016; 1,791,492 shares issued and 1,786,325 shares outstanding at December 31, 2015 | 18,000 | 18,000 |
Additional paid-in capital | 232,361,000 | 214,578,000 |
Treasury stock, at cost: 5,572 shares at September 30, 2016 and 5,166 shares at December 31, 2015 | (84,000) | (79,000) |
Accumulated deficit | (194,806,000) | (169,604,000) |
Total liabilities and stockholders’ equity | 44,048,000 | 44,913,000 |
Total liabilities and stockholders' equity | $ 69,737,000 | $ 74,603,000 |
Condensed Balance Sheets (unau3
Condensed Balance Sheets (unaudited) (Parenthetical) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Allowance for doubtful accounts | $ 0 | $ 0 |
Preferred stock par value (in USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued (in shares) | 22,500 | 0 |
Preferred stock, shares outstanding (in shares) | 22,500 | 0 |
Common stock par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 1,793,991 | 1,791,493 |
Common stock, shares outstanding (in shares) | 1,788,419 | 1,786,327 |
Treasury stock (in shares) | 5,572 | 5,166 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized (in shares) | 22,500 | 0 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,885,000 | $ 1,508,000 | $ 5,336,000 | $ 4,484,000 |
Operating expenses: | ||||
Cost of revenue | 1,984,000 | 1,672,000 | 6,108,000 | 5,391,000 |
Research and development | 1,623,000 | 2,058,000 | 5,107,000 | 5,823,000 |
Selling, general and administrative | 4,533,000 | 4,924,000 | 13,413,000 | 15,453,000 |
Amortization of intangible assets | 939,000 | 937,000 | 2,818,000 | 2,811,000 |
Total operating expenses | 9,079,000 | 9,591,000 | 27,446,000 | 29,478,000 |
Loss from operations | (7,194,000) | (8,083,000) | (22,110,000) | (24,994,000) |
Other income (expense): | ||||
Interest income (expense), net | (379,000) | (404,000) | (1,200,000) | (1,588,000) |
Loss before income taxes | (7,573,000) | (8,487,000) | (23,310,000) | (26,582,000) |
Income tax provision (benefit) | 16,000 | 4,000 | 14,000 | 10,000 |
Net loss and comprehensive loss | (7,589,000) | (8,491,000) | (23,324,000) | (26,592,000) |
Deemed dividend applicable to beneficial conversion feature of Series A preferred stock | (1,878,000) | 0 | (1,878,000) | 0 |
Net loss applicable to common shareholders | $ (9,467,000) | $ (8,491,000) | $ (25,202,000) | $ (26,592,000) |
Net Loss per Common Share: | ||||
Basic and diluted (in USD per share) | $ (5.39) | $ (4.91) | $ (14.37) | $ (15.40) |
Weighted average common shares outstanding used in computing net loss per common share: | ||||
Basic and diluted (in shares) | 1,754,608 | 1,730,349 | 1,753,663 | 1,726,204 |
Condensed Statement of Converti
Condensed Statement of Convertible Preferred Stock and Stockholders' Equity (Deficit) (unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Convertible Preferred Stock [Member] |
Beginning Balance (in shares) | 1,765,835 | 0 | ||||
Beginning Balance (in shares) | 1,786,325 | 0 | ||||
Beginning Balance at Dec. 31, 2014 | $ 79,075 | $ 18 | $ 212,069 | $ (133,004) | $ (8) | $ 0 |
Issuance of restricted shares to employees, net of shares withheld for taxes (in shares) | 32,543 | |||||
Issuance of restricted shares to employees, net of shares withheld for taxes | (71) | (71) | ||||
Forfeiture of unvested restricted shares (in shares) | (16,289) | |||||
Issuance of Warrants for Common Stock | 100 | 100 | ||||
Exercise of options for Common Stock (in shares) | 4,236 | |||||
Exercise of options for Common Stock | 78 | 78 | ||||
Stock-based compensation expense | 2,331 | 2,331 | ||||
Net loss | (36,600) | (36,600) | ||||
Ending Balance (in shares) at Dec. 31, 2015 | 1,786,325 | 0 | ||||
Ending Balance at Dec. 31, 2015 | 44,913 | $ 18 | 214,578 | (169,604) | (79) | $ 0 |
Beginning Balance (in shares) | 1,786,325 | 0 | ||||
Beginning Balance (in shares) | 1,788,419 | 22,500 | ||||
Issuance of restricted shares to employees, net of shares withheld for taxes (in shares) | 2,094 | |||||
Issuance of restricted shares to employees, net of shares withheld for taxes | (5) | (5) | ||||
Issuance of Warrants for Common Stock | 8,901 | 8,901 | ||||
Issuance of Preferred Stock, net of issuance costs (in shares) | 22,500 | |||||
Issuance of Preferred Stock, net of issuance costs | 12,429 | $ 12,429 | ||||
Adjustment of preferred stock for beneficial conversion | 7,748 | (7,748) | ||||
Stock-based compensation expense | 1,134 | 1,134 | ||||
Deemed dividend | (1,878) | $ 1,878 | ||||
Net loss | (23,324) | (23,324) | ||||
Ending Balance (in shares) at Sep. 30, 2016 | 1,788,419 | 22,500 | ||||
Ending Balance at Sep. 30, 2016 | $ 44,048 | $ 18 | $ 232,361 | $ (194,806) | $ (84) | $ 6,559 |
Beginning Balance (in shares) | 1,788,419 | 22,500 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (23,324) | $ (26,592) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,500 | 4,543 |
Provisions for inventory | 674 | 374 |
Share-based compensation expense | 1,134 | 1,600 |
Non-cash interest expense | 799 | 1,138 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (293) | (154) |
Inventories | (400) | 189 |
Prepaid expenses and other assets | (472) | 607 |
Accounts payable and accrued expenses | (1,374) | 0 |
Other liabilities | (35) | (12) |
Net cash used in operating activities | (18,791) | (18,307) |
Cash flows from investing activities | ||
Purchases of property and equipment | (249) | (165) |
Proceeds from sale of property and equipment | 60 | 71 |
Purchase of marketable securities | (19,027) | (9,856) |
Proceeds from maturities of marketable securities | 25,768 | 28,040 |
Net cash provided by investing activities | 6,552 | 18,090 |
Cash flows from financing activities | ||
Gross proceeds from issuance of convertible preferred stock and warrants | 22,500 | 0 |
Payments for issuance costs of preferred stock and investor warrants | (1,026) | 0 |
Net proceeds from issuance of debt and warrants | 0 | 4,950 |
Principal repayments | (3,000) | (5,350) |
Deferred payments | (711) | 0 |
Proceeds from exercise of stock options | 0 | 77 |
Restricted shares withheld for taxes | (5) | (14) |
Net cash provided by (used in) financing activities | 17,758 | (337) |
Net change in cash and cash equivalents | 5,519 | (554) |
Cash and cash equivalents, beginning of period | 3,441 | 7,503 |
Cash and cash equivalents, end of period | $ 8,960 | $ 6,949 |
Business Overview
Business Overview | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Overview | BUSINESS OVERVIEW Business Roka Bioscience, Inc. (“Roka” or “the Company”) is initially focused on the development and commercialization of molecular assay technologies for the detection of foodborne pathogens. The Company was established in September 2009 through the acquisition of industrial testing assets and technology from Gen-Probe Incorporated, which was subsequently acquired by Hologic, Inc. (herein referred to as “Gen-Probe”). The Company has limited capital resources, has experienced negative cash flows from operations and has incurred net losses since inception. The Company expects to continue to experience negative cash flows from operations and incur net losses in the near term as it devotes substantially all of its efforts on commercialization of its products and continued product development. The Company’s business is subject to significant risks and its ability to successfully develop, manufacture and commercialize proprietary products is dependent upon many factors which include, but are not limited to, risks and uncertainties associated with the supply of molecular diagnostic instruments (“Atlas instruments”) and materials, product development, manufacturing scale-up, attracting and retaining key personnel, customer acceptance as well as competition. The Company may need to raise additional capital through the sale of equity and/or debt securities in the future. There is no assurance that the Company will be able to raise needed capital under acceptable terms, if at all. The sale of additional equity may dilute existing shareholders and newly issued shares may contain senior rights and preferences compared to currently outstanding common stock. Issued debt securities may contain covenants and limit the Company’s ability to pay dividends or make other distributions to stockholders. In addition, the Company’s debt agreement contains certain clauses which allow the lender to require repayment of the debt based on subjective factors regarding the Company’s business and performance if considered a material adverse change by the lender. On September 21, 2016, the Company closed a private placement of Series A Preferred Stock and warrants ("the Offering"), see Note 13 for further details. Concentration of Suppliers The Company relies on single source suppliers, including Gen-Probe, for certain components and materials used in its products, including its Atlas Detection Assays. Since the Company’s contracts with these suppliers, including Gen-Probe, do not commit the suppliers to carry inventory or to make available any minimum quantities, the Company may be unable to obtain adequate supplies in a timely manner or on commercially reasonable terms. If the Company loses such suppliers, or its suppliers encounter financial hardships, the Company may not be able to identify or enter into agreements with alternative suppliers on a timely basis on acceptable terms, if at all. Transitioning to a new supplier could be time consuming, may be expensive, may result in an interruption in the Company’s operations and could affect the performance specifications of the Company’s products. If the Company should encounter delays or difficulties in securing the quality and quantity of materials required for its products, the Company’s ability to manufacture its products would be interrupted which could adversely affect sales. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements of Roka Bioscience, Inc. have been prepared by the Company in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting, which do not conform in all respects to the requirements of U.S. GAAP for annual financial statements. The information included in this quarterly report on Form 10-Q should be read in conjunction with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 27, 2016 (the “ 2015 Form 10-K”). Accordingly, these condensed notes to the unaudited financial statements should be read in conjunction with the 2015 audited financial statements and notes thereto prepared in accordance with U.S. GAAP. The unaudited financial statements have been prepared using accounting policies that are consistent with the policies used in preparing the Company’s audited financial statements for the year ended December 31, 2015 . The condensed Balance Sheet as of December 31, 2015 was derived from the Company’s audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. The unaudited financial statements reflect all normal and recurring adjustments necessary, if any, for a fair statement of the Company’s financial position and results of operations for the interim periods presented. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any other future annual or interim period. There have been no changes in the significant accounting policies from those included in the 2015 Form 10-K. Reverse Stock Split In June 2016, the Company's shareholders approved an amendment to the Company's certificate of incorporation and grant of discretionary authority to the Board of Directors to effect a reverse stock split. On October 11, 2016, the Company's Board of Directors effected a 10:1 reverse stock split of the Company's common stock. In addition, effective on the date of the reverse stock split, the conversion price of the Company's Preferred Stock was adjusted proportionately and consequently, each share of Preferred Stock became convertible into approximately 143 shares of common stock. The Company’s historical share and per share information have been retroactively adjusted to reflect this reverse split and corresponding change in conversion ratio. New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments. This standard clarifies the treatment of specific cash flow issues in order to reduce existing diversity in practice. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company does not believe this new guidance will have a material impact on its financial statements. In March 2016, the FASB issued ASU 2016-09, Stock Compensation: Improvements to Employee Share-Based Payment Accounting. This standard simplifies the accounting for share-based payment award transactions, including: income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company does not believe this new guidance will have a material impact on its financial statements. In February 2016, the FASB issued ASU 2016-02, creating Topic 842, Leases, which supersedes the guidance in former ASC 840, Leases, to increase transparency and comparability among organizations by requiring recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. The standard will become effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The guidance is required to be adopted at the earliest period presented using a modified retrospective approach. The Company is currently in the process of evaluating the impact this new guidance will have on its financial statements. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. This standard amends existing guidance and requires entities to measure most inventory at the lower of cost and net realizable value. This standard is effective for annual reporting periods beginning after December 15, 2016, and early adoption is permitted. This standard is to be applied on a prospective basis and upon adoption, entities must disclose the nature of and reason for the accounting change. The Company does not believe this new guidance will have a material impact on its financial statements. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , which is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016, and early adoption is permitted. The Company does not believe this new guidance will have a material impact on its financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers . This standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. ASU 2014-09 provides companies with two implementation methods. Companies can choose to apply the standard retrospectively to each prior reporting period presented (full retrospective application) or retrospectively with the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings of the annual reporting period that includes the date of initial application (modified retrospective application). This ASU is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date . This ASU defers the effective date of Update 2014-09 for all entities by one year, requiring the guidance in ASU 2014-09 to be applied for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Additionally, this ASU permits earlier application only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing. This standard clarifies the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients. This standard addresses certain issues identified in Topic 606 in the guidance on assessing collectibility, presentation of sales taxes, non-cash consideration, and completed contracts and contract modifications at transition. The Company is currently in the process of evaluating the impact this new guidance will have on its financial statements. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 9 Months Ended |
Sep. 30, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | CASH AND CASH EQUIVALENTS The Company’s entire balance of Cash and cash equivalents as of September 30, 2016 was held in demand accounts with one financial institution, which subjects the Company to significant concentration of credit risk. |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | MARKETABLE SECURITIES As of September 30, 2016 and December 31, 2015 , the fair value of held-to-maturity marketable securities by type of security was as follows (amounts in thousands): Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value September 30, 2016 Short-term marketable securities Debt securities $ 21,892 $ 7 $ (25 ) $ 21,874 December 31, 2015 Short-term marketable securities Debt securities $ 28,809 $ — $ (37 ) $ 28,772 Marketable securities held by the Company consist of United States treasury bills, commercial paper, U.S. government-related debt, and corporate debt securities. All short-term marketable securities held by the Company mature within one year and all long-term marketable securities mature after one year but in less than five years from the respective balance sheet date. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES The following table provides details of the Company’s net inventories (amounts in thousands): As of September 30, As of December 31, 2016 2015 Raw materials $ 906 $ 1,244 Work in process 109 4 Finished goods 2,867 2,691 $ 3,882 $ 3,939 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | PROPERTY AND EQUIPMENT The following table provides details of the Company’s property and equipment (amounts in thousands): As of September 30, As of December 31, 2016 2015 Atlas instruments placed with customers $ 5,233 $ 4,730 Atlas instruments intended for placement (1) 4,576 5,173 Manufacturing equipment 2,779 2,779 Laboratory equipment 3,006 3,026 Computer and office equipment 1,576 1,479 Leasehold improvements 1,517 1,435 Software 1,142 1,142 Total property and equipment $ 19,829 $ 19,764 Less: Accumulated depreciation (11,541 ) (9,942 ) Total $ 8,288 $ 9,822 (1) The Company does not depreciate Atlas instruments prior to the instruments being placed with customers. As of September 30, 2016 and December 31, 2015 , the cost of Atlas instruments, which represents equipment on lease or held for lease, was $6.8 million and $7.7 million , respectively, net of accumulated depreciation of $3.0 million and $2.2 million , respectively. Expenses for depreciation of property and equipment were incurred as follows (amounts in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Depreciation expense $ 520 $ 548 $ 1,681 $ 1,732 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | INTANGIBLE ASSETS In June 2014, the Company entered into an amendment to its license agreement with Gen-Probe. Under the amendment, the Company obtained a two -year option to reduce the royalty rate it pays to Gen-Probe in exchange for an option payment of $2.5 million . Upon completion of its IPO in July 2014, the Company exercised its option and issued to Gen-Probe 86,506 shares of common stock valued at $105.10 per share on the issuance date and made a cash payment of $8.0 million . The Company is required to make additional cash payments of $5.0 million on January 1, 2018 and $5.0 million on January 1, 2020. The aggregate cash and stock payments made to Gen-Probe along with the present value of the two $5.0 million payments described above were recorded as a $26.6 million addition to the Company's intangible technology asset in Intangible assets on the Balance Sheet and will be amortized on a straight-line basis through December 31, 2021, the end of the estimated remaining life of the technology asset. See Note 9 for further details on the additional required future cash payments described above. Pursuant to the terms of the license agreement amendment, the Company committed to additional future contingent payments, as described in Note 11 below. If made, such additional payments will further reduce the royalty rate the Company pays to Gen-Probe, and will be recorded as additions to the Company's intangible technology asset upon payment and amortized over the estimated remaining life of the technology asset. The Company assesses its intangible and other long-lived assets for impairment whenever events or other changes in circumstances suggest that the carrying value of an asset group may not be recoverable based on its undiscounted future cash flows. If the Company’s estimated undiscounted future cash flows are below the asset group’s carrying value, the Company may recognize an impairment charge measured by its fair value. During the third quarter of 2015, the Company prepared revised projections for revenue and expenses, which indicated continued cash flow losses for the Company, and as a result, the Company determined a triggering event had occurred. The Company completed an assessment of the asset group including the intangible asset for recoverability. The recoverability assessment was based upon probability-weighted cash flow estimates resulting from updated revenue and expense projections and an appropriate terminal value. Based on the impairment assessment, the Company determined that the asset group including the intangible asset was not impaired. The following table summarizes the Company's intangible asset as of the periods presented (amounts in thousands): September 30, 2016 December 31, 2015 Intangible asset, gross $ 28,259 $ 28,259 Accumulated amortization (8,669 ) (5,851 ) Intangible asset, net $ 19,590 $ 22,408 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES The following table provides details of the Company’s accrued expenses (amounts in thousands): As of September 30, As of December 31, 2016 2015 Employee related $ 1,797 $ 2,501 Professional services 232 527 Other 3,545 3,739 Total accrued expenses and other current liabilities $ 5,574 $ 6,767 Included in 'Other' is $3.3 million related to the pending litigation settlement discussed in Note 11. During the three months ended June 30, 2016, a settlement agreement between the Company and plaintiffs was reached, and the Company expects to recover the settlement amount in full from its insurance providers and accordingly has a corresponding receivable recorded in Other current assets on the Balance Sheet. |
Deferred Payments
Deferred Payments | 9 Months Ended |
Sep. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Deferred Payments | DEFERRED PAYMENTS Gen-Probe supply agreement In May 2011 , the Company entered into a supply agreement with Gen-Probe to purchase Atlas instruments. Pursuant to the terms of the agreement, the Company can defer up to one half of the purchase price for up to 54 months from the date of delivery. The deferred amounts do not bear interest, and the Company has recorded the imputed interest component as a reduction of the deferred payment and as a reduction of the asset cost. The supply agreement provides for variable repayment terms based on a percentage of net sales as defined in the agreement, and the Company has estimated its net sales in determining amounts due for the 54 month term. The following table summarizes the amounts deferred under this agreement (amounts in thousands): As of September 30, As of December 31, 2016 2015 Current Deferred payments, gross $ 2,532 $ 1,645 Imputed interest (194 ) (302 ) Deferred payments, net $ 2,338 $ 1,343 Long-term Deferred payments, gross $ 1,136 $ 3,059 Imputed interest (33 ) (162 ) Deferred payments, net $ 1,103 $ 2,897 The Company estimated the interest rate implicit in the extended payment terms by considering the rate at which it could obtain financing of a similar nature from other sources at the date of each transaction, as well as prevailing rates for similar debt instruments of issuers with similar credit ratings. The estimated effective interest rate used ranges from 9.9% to 11.2% . In the three and nine months ended September 30, 2016 , the Company recorded approximately $0.1 million and $0.2 million , respectively, and in the three and nine months ended September 30, 2015 , the Company recorded approximately $0.1 million and $0.3 million , respectively as non-cash interest expense related to the deferred payments pursuant to the supply agreement with Gen-Probe. Gen-Probe license amendment The amendment to the license agreement with Gen-Probe detailed in Note 7 includes a $5.0 million payment due on January 1, 2018 and a $5.0 million payment due on January 1, 2020. Under the terms of the amendment, no interest payments are required and no interest rate is stated. The Company determined that imputed interest must be calculated and recognized in accordance with ASC-835, and the payments are recorded in Deferred payments on the Balance Sheet at their present value based upon a 7.6% interest rate for the payment due on January 1, 2018 and a 9.0% interest rate for the payment due on January 1, 2020. The difference between the present value and the amount payable is accreted to Deferred payments over the respective term with a corresponding charge to Interest expense . |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTES PAYABLE In November 2013, the Company entered into two loan and security agreements. One agreement was entered into with Comerica Bank (“Comerica”) and another agreement was entered into with TriplePoint Capital LLC (“TriplePoint”). Upon closing of the two agreements, the Company borrowed $5.0 million under the loan and security agreement with Comerica (the “Comerica Loan”). In March 2014, the Company borrowed $5.0 million under the loan and security agreement with TriplePoint (the “TriplePoint Loan”). In May 2015, the Company paid off the remaining amounts outstanding and due under the TriplePoint Loan, which consisted of $4.6 million in principal and a $0.4 million final payment fee, and simultaneously amended the Comerica Loan (the “Comerica Amendment”). The Comerica Amendment increased the borrowing under the Comerica Loan to $10.0 million and extended the interest-only period until December 31, 2015. Beginning January 1, 2016, the Company will make monthly payments which will consist of accrued interest and equal principal payments in accordance with a 30 -month amortization schedule. The interest rate under the Comerica Amendment remains the same as under the original Comerica Loan, which accrues interest at Comerica’s Prime Referenced Rate (as defined in the loan agreement with Comerica) plus 3.15% , subject to a floor of the daily adjusting LIBOR rate plus 2.5% . As of September 30, 2016 the rate was 6.65% . In connection with the Comerica Loan and the Comerica Amendment, the Company recorded a liability for the note of $9.8 million , net of expenses paid to Comerica, the value of the warrants issued to Comerica and the incremental value due to the amendment of the original Comerica warrant at the time of the repricing. The difference between the liability recorded and the face value of the note will be accreted to Notes payable over the term of the loan with a corresponding charge to Interest expense . Pursuant to the Comerica Amendment, the Company is required to maintain at least $5.0 million of unrestricted cash and/or marketable securities with Comerica at all times. As of September 30, 2016 and during the period since the Company entered into the Comerica Amendment, the Company has been in compliance with this requirement. Additionally, the Comerica Loan contains various covenants that limit the Company’s ability to engage in specified types of transactions, including limiting the Company’s ability to; sell, transfer, lease or dispose of certain assets; engage in certain mergers and consolidations; incur debt or encumber or permit liens on certain assets, make certain restricted payments, including paying dividends on, or repurchasing or making distributions with respect to, the Company’s common stock; and enter into certain transactions with affiliates. In connection with the closing of the loan and security agreements in November 2013, the Company issued warrants to Comerica and TriplePoint, see Note 15 for further details. In connection with the Comerica Amendment, the Company issued an additional warrant to Comerica to purchase up to an aggregate of 5,227 shares of common stock at $28.70 per share and modified the exercise price of the original warrant granted to Comerica under the Comerica Loan from $140.80 per share to $28.70 per share. The value of the new warrant and the incremental value due to the amendment of the original Comerica warrant were recorded as a reduction to Notes payable with a corresponding offset to Additional paid-in capital . In connection with the repayment of the TriplePoint Loan, the Company recorded approximately $0.2 million of Interest expense as the difference between the amount recorded in the Company's financial records and the amount paid. As of September 30, 2016 , the entire balance of $6.9 million has been classified as Notes payable, current on the Balance Sheet, although only $4.0 million is due within one year. The remaining $2.9 million has also been classified as Notes payable, current because the Comerica Loan agreement contains a material adverse change clause which allows Comerica to require repayment of the debt based on subjective factors regarding the Company’s business and performance. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Operating Leases The Company has not entered into any new operating leases or amended any existing operating leases during the nine months ended September 30, 2016 . Commitments During the nine months ended September 30, 2016 , there have been no significant additions to the Company’s commitments as disclosed in the Company’s most recent audited financial statements. Contingent liabilities In addition to the commitments disclosed in the Company’s most recent audited financial statements, the amendment to the license agreement with Gen-Probe detailed in Note 9 provides for additional milestone payments of up to $6.0 million which will further reduce the royalty rate paid. Such payments are required to be made upon meeting certain revenue milestones or may be made at the election of the Company prior to meeting the revenue milestones. Legal Matters The Company may periodically become subject to legal proceedings and claims arising in connection with its business. Except as set forth below, the Company is not currently involved in any legal proceedings, nor are any claims pending against the Company. A putative securities class action originally captioned Ding v. Roka Bioscience, Inc. , Case No. 3:14-cv-8020, was filed against the Company and certain of its officers and directors in the United States District Court for the District of New Jersey on December 24, 2014, on behalf of a putative class of persons and entities who had purchased or otherwise acquired securities pursuant or traceable to the Registration Statement for the Company’s IPO. The original putative class period ran from July 17 through November 6, 2014. The original complaint asserted claims under the Securities Act of 1933 and contended that the IPO Registration Statement was false and misleading, or omitted allegedly material information, in connection with the Company’s statements about its placement of Atlas instruments and its expectations of future growth and increased market share, and the Company’s alleged failure to disclose “known trends and uncertainties about the Company’s sales.” The alleged misrepresentations and omissions purportedly came to light when the Company issued its third-quarter 2014 earnings release on November 6, 2014. Pursuant to the Private Securities Litigation Reform Act of 1995, the court appointed Stanley Yedlowski as lead plaintiff and The Rosen Law Firm as lead counsel on April 21, 2015. The lead plaintiff then filed an amended complaint, captioned Stanley Yedlowski v. Roka Bioscience, Inc. , Case No. 14-cv-8020, on June 23, 2015. The amended complaint pleads Securities Act claims on behalf of persons and entities who purchased or otherwise acquired Roka securities pursuant or traceable to the IPO Registration Statement during an extended putative class period, running from July 17, 2014 through March 26, 2015. The amended complaint alleges that the Registration Statement was false or misleading in that it failed to disclose that the Company’s customers purportedly were experiencing false positives and other usage issues with the Company’s Listeria assay apparently arising from the customers’ employees’ inability to follow the Company’s Listeria assay workflow. The amended complaint alleges that the full extent of the purported misstatements and omissions was not revealed until March 26, 2015. Defendants filed a motion on August 25, 2015 to dismiss the amended complaint, and plaintiffs filed an opposition to that motion on October 9, 2015. During the three months ended June 30, 2016, the Company and plaintiffs reached a settlement agreement, subject to court approval, for an amount of approximately $3.3 million . Accordingly, the Company recorded a liability in Accrued expenses on its Balance Sheet. Additionally, the Company recorded a corresponding receivable in Prepaid expenses and other current assets on its Balance Sheet for the expected reimbursement under its insurance policies. The court granted preliminary approval of the parties' proposed settlement on June 28, 2016, and scheduled a fairness hearing for November 9, 2016. At that hearing, the court will consider whether to grant final approval of the proposed settlement. The Company has various insurance policies related to the risks associated with its business, including directors’ and officers’ liability insurance policies. However, there is no assurance that the Company would be successful in its defense of the securities class action if the proposed settlement is not approved (including through any appeals), and there is no assurance that the insurance coverage would be sufficient or that the insurance carriers would cover all claims or litigation costs. The Company sells its products in various jurisdictions and is subject to federal, state and local taxes including, where applicable, sales and use tax. While the Company believes that it has properly paid or accrued for all such taxes based on its interpretation of applicable law, tax laws are complex and interpretations differ. Periodically, the Company may be audited by taxing authorities, and it is possible that additional assessments may be made in the future. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The Company’s financial instruments consist of cash and cash equivalents, marketable securities , trade accounts receivable, accounts payable, short-term deferred payments, deferred payments, notes payable, accrued expenses and Convertible Preferred Stock Warrants. The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, short-term deferred payments and accrued expenses approximate their fair values because of the short-term nature of the instruments, or, in the case of the deferred payments and notes payable , because the interest rates the Company believes it could obtain for similar borrowings is similar to its existing interest rates. The carrying amount of the Company's marketable securities is the amortized cost basis based upon their held-to-maturity classification. The following table summarizes the fair value information for the Company’s cash held in money market deposit accounts and its marketable securities at September 30, 2016 and December 31, 2015 (amounts in thousands): Fair value measurements using: Carrying Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Financial Assets and Liabilities Carried at Fair Value As of September 30, 2016 Financial Assets: Money market deposit accounts $ 5,758 $ 5,758 — — As of December 31, 2015 Financial Assets: Money market deposit accounts $ 2,732 $ 2,732 — — Financial Assets Carried at Amortized Cost As of September 30, 2016 Short-term marketable securities $ 21,909 $ 7,075 $ 14,817 — As of December 31, 2015 Short-term marketable securities $ 28,809 $ 2,000 $ 26,772 — A portion of the Company’s cash and cash equivalents are held in money market deposit accounts and a portion of the Company's short-term marketable securities are United States treasury bills, each of which are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The Company's short-term marketable securities and long-term marketable securities not classified within Level 1 of the fair value hierarchy are comprised of commercial paper, U.S. government-related debt, and corporate debt securities, all of which are classified as Level 2 within the fair value hierarchy. The Company estimates the fair values of these marketable securities by taking into consideration valuations obtained from its investment manager, which utilizes industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. There have been no transfers between levels during the reporting period. |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Convertible Preferred Stock and Stockholders' Equity | CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY Authorized stock In connection with the seventh amended and restated certificate of incorporation effective on July 22, 2014, the total authorized shares of stock was changed to 520,000,000 of which 500,000,000 shares are designated as common stock with a par value of $0.001 per share and 20,000,000 shares are designated as preferred stock with a par value of $0.001 per share. In connection with the offering described under "Convertible Preferred Stock" below, on September 21, 2016, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware to designate 22,500 shares of preferred stock as Series A Convertible Preferred Stock. Convertible Preferred Stock On September 21, 2016, the Company closed a private placement offering (the "Offering") in which it issued and sold 22,500 shares of Series A Preferred Stock ("Preferred Stock") and five -year warrants (the "Investor Warrants") to purchase an aggregate of approximately 3,214,299 shares of the Company’s common stock, par value $0.001 (the “Warrant Shares”) at a purchase price of $1,000 per share of Preferred Stock for aggregate gross proceeds of $22.5 million . The shares of Preferred Stock are convertible into common stock at a conversion rate of $7.00 per share of common stock and are immediately convertible at the option of the holder up to the holder's pro rata share of 19.999% of the Company's common stock outstanding on the closing date of the transaction. All shares of Preferred Stock will automatically convert to common stock upon shareholder approval which is expected to be obtained at a special shareholder meeting scheduled for November 10, 2016. The Company allocated the proceeds of the Offering on the relative fair values of the Preferred Stock and the Investor Warrants. As a result of the allocation of the proceeds, the shares of Preferred Stock were determined to contain a beneficial conversion feature valued at $7.7 million . For the period ended September 30, 2016, the Company recorded a deemed dividend of $1.9 million related to the beneficial conversion feature of the Preferred Stock and will recognize the remaining portion of the beneficial conversion feature as a deemed dividend through the conversion date in the fourth quarter of 2016. Registration rights Holders of approximately 0.8 million shares of the Company's outstanding common stock have rights, subject to certain conditions, to require that the Company file a registration statement under the Securities Act covering the registration of such shares of common stock, as well as piggyback registration rights. These rights are provided under the terms of an investor rights agreement between the Company and the holders of the registerable securities, which will expire upon the earlier of (i) five years after the Company's IPO and (ii) as to a holder, at such time as all registrable securities held by such holder may be sold without restriction under Rule 144. In connection with the Offering, on September 21, 2016, the Company entered into a registration rights agreement which provides that the Company will prepare and file with the U.S. Securities and Exchange Commission (the “SEC”), a resale shelf registration statement covering the Conversion Shares and Warrant Shares. Accordingly, on October 7, 2016, the Company filed an S-3 registration statement which was declared effective on October 24, 2016 enabling registration of the Conversion Shares and the Warrant Shares. The Company is required to maintain the effectiveness of such registration statement until the earlier of: (i) the date that all registrable securities covered by such registration statement have been sold, thereunder or pursuant to Rule 144 or (ii) the date that all registrable securities covered by such registration statement may be sold without limitation pursuant to Rule 144 (the “Effectiveness Period”). Subject to certain exceptions set forth in the registration rights agreement, if the Company fails to maintain the effectiveness of the registration statement during the Effectiveness Period, the Company will be required to pay to each holder an amount in cash equal to the product of 1.5% multiplied by the aggregate purchase price paid by such holder pursuant to the securities purchase agreement, subject to a cap of equal to 10.0% of the aggregate purchase paid by such holder pursuant to the securities purchase agreement. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION Effective upon the closing of the IPO, the Company adopted the Roka Bioscience, Inc. 2014 Equity Incentive Plan (the "2014 Plan"). The 2014 Plan initially made available 108,695 shares to be granted to employees, officers, directors, consultants, advisors or other individual service providers of the Company. The number of shares of common stock available for issuance under the 2014 Plan shall automatically increase on January 1st of each year for a period of ten years commencing on January 1, 2015 and ending on (and including) January 1, 2024, in an amount equal to 3% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year. Under the Roka Bioscience, Inc. 2009 Equity Incentive Plan (the “2009 Plan”), as amended on June 13, 2013, incentive and non-qualified stock options and restricted stock may be granted for up to a maximum of 202,885 shares to employees, consultants and directors of the Company. Effective upon adoption of the 2014 Plan, the Company does not intend to issue additional shares under the 2009 Plan. Stock options and shares of restricted stock granted under the 2009 Plan and the 2014 Plan have a maximum contractual term of ten years from the date of grant and generally vest over four years . For stock options, the exercise price may not be less than the fair value of the stock on the grant date. The Company recognized stock compensation expense as follows (amounts in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Stock options $ 209 $ 209 $ 589 $ 584 Restricted stock $ 174 $ 300 $ 544 $ 1,016 The Company granted approximately 100,100 stock options and 2,500 shares of restricted stock during the nine months ended September 30, 2016 , valued at approximately $0.6 million and $0.01 million , respectively. The Company granted approximately 94,000 stock options and 37,500 shares of restricted stock valued at approximately $2.7 million and $1.6 million , respectively, during the nine months ended September 30, 2015 . The Company determines the fair value of stock option awards at the date of grant using a Black-Scholes valuation model. This model requires the Company to make assumptions and judgments on the expected volatility, dividend yield, the risk-free interest rate and the expected term of the stock options. The following ranges of assumptions were utilized for stock options granted during the periods indicated: For the Nine Months Ended September 30, 2016 2015 Expected life in years 5.5-6.2 5.8-6.3 Interest rate 1.27%-1.92% 1.06%-1.80% Volatility 80%-88% 75% - 90% Dividend yield — — The Company estimates the expected life of its employee stock options using the “simplified” method, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to its lack of sufficient historical data. The risk-free interest rates are based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The expected stock price volatility rates are based on average historical volatilities of the common stock of the Company and a group of public companies in similar industries. The Company has no history or expectations of paying dividends on its common stock and therefore uses a zero percent dividend yield in the Black-Scholes option pricing model. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | WARRANTS As of September 30, 2016 , there were 3,460,830 warrant shares outstanding with a weighted average exercise price of $7.18 per share. Warrants Issued Prior to IPO Immediately prior to the Company's IPO, the Company had Series B Warrants outstanding which allowed their holders to purchase 2,480,000 shares of Series B at an exercise price of $1.00 per share. In connection with the IPO, the warrants converted into warrants to purchase common stock at their conversion rate of approximately 0.0906 common warrant shares to one Series B warrant share. Such warrants expired in September 2016 , and based upon the Company's stock price at the time, no shares were issued. In connection with the closing of the loan and security agreements in November 2013 discussed in Note 10, the Company issued warrants to Comerica and TriplePoint to purchase up to an aggregate of 352,941 shares of Series E with an exercise price of $1.28 . Upon issuance, the Company recorded liabilities of approximately $0.03 million and $0.06 million for the warrants issued to Comerica and TriplePoint, respectively. The initial fair value of the warrant issued to Comerica of approximately $0.03 million was deemed a discount on the debt issued by Comerica and is being accreted to interest expense over the term of the Comerica Loan. The initial fair value of the warrants issued to TriplePoint of approximately $0.06 million were capitalized in Other assets on the Balance Sheet as part of debt issuance costs and were amortized to Interest expense. In connection with the borrowings made under the TriplePoint Loan in March 2014, one of the TriplePoint warrants became exercisable for an additional 156,863 shares of Series E. The related fair value of approximately $0.1 million was deemed a discount on the debt issued by TriplePoint and was accreted to interest expense over the term of the TriplePoint Loan through the early payoff in May 2015, at which time the remaining discount was charged to interest expense. In connection with the IPO, the Series E warrants converted into warrants to purchase common stock at their conversion rate of approximately 0.0906 common warrant shares to one Series E warrant share. As a result, and subsequent to the reverse stock split conducted in October 2016, such warrants became exercisable for 4,618 shares of common stock with an exercise price of $140.80 . Warrants Issued Subsequent to IPO In connection with the Comerica Amendment on May 29, 2015, the Company issued an additional warrant to Comerica to purchase up to an aggregate of 5,227 shares of common stock at $28.70 per share and modified the exercise price of the original warrant granted to Comerica to purchase up to an aggregate of 1,066 shares of common stock from $140.80 per share to $28.70 per share. In connection with the Offering discussed in Note 13, the Company issued Investor Warrants to purchase up to an aggregate of approximately 3,214,299 shares of the Company’s common stock and warrants to the placement agent to purchase up to an aggregate of approximately 236,684 shares of the Company's common stock (the "Placement Warrants"). The Investor Warrants and Placement Warrants have an exercise price of $7.00 and expire five years from the date of issuance. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | NET LOSS PER SHARE Basic net loss per share is calculated by dividing net loss applicable to common stockholders by the weighted-average shares outstanding during the period, without consideration for common stock equivalents. The weighted-average common shares outstanding excludes unvested restricted stock which although such shares are legally issued and outstanding, are not required to share in losses of the Company and are therefore excluded from the net loss per share calculation. Diluted net loss per share is calculated by adjusting the weighted-average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. For purposes of the diluted net loss per share calculation, Preferred Stock, stock options and warrants are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive. Therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented. For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Net loss applicable to common shareholders (thousands) $ (7,589 ) $ (8,491 ) $ (23,324 ) $ (26,592 ) Deemed dividend (1,878 ) — (1,878 ) — Net loss applicable to common shareholders for computing loss per share(thousands) $ (9,467 ) $ (8,491 ) $ (25,202 ) $ (26,592 ) Basic and diluted weighted average common shares outstanding 1,754,608 1,730,349 1,753,663 1,726,204 Basic and diluted loss per share $ (5.39 ) $ (4.91 ) $ (14.37 ) $ (15.40 ) As the Company incurred a loss for the three and nine months ended September 30, 2016 and 2015 , all unvested restricted stock awards were excluded from the calculation of basic net loss per share and all potential common stock shares issuable for stock options and warrants were excluded from the calculation of diluted net loss per share, as the effect of including them would have been anti-dilutive. Had the Company not incurred a loss, the dilutive effect of the unvested restricted stock awards on basic weighted average common shares outstanding and the dilutive effect of potential common stock shares issuable for Preferred Stock, stock options and warrants on the weighted-average number of common stock shares outstanding would have been as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Basic weighted average shares outstanding 1,754,608 1,730,349 1,753,663 1,726,204 Dilutive effect of unvested restricted stock 1,680 — 867 7,186 Basic weighted average shares outstanding had the Company not incurred a loss 1,756,288 1,730,349 1,754,530 1,733,390 Dilutive effect of Convertible Preferred Stock 314,441 — 104,814 — Dilutive effect of warrants 54,314 — 18,105 — Dilutive effect of stock options 17 7,828 28 9,744 Diluted weighted average shares outstanding had the Company not incurred a loss 2,125,060 1,738,177 1,877,477 1,743,134 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The Company operates in a single reportable segment. During the nine months ended September 30, 2016 , the Company had two customers which each generated more than 10% of the Company’s revenues and during the nine months ended September 30, 2015 , the Company had four customers which each generated more than 10% of the Company’s revenues. These customers accounted for revenues as follows (amounts in thousands): Nine Months Ended September 30, 2016 2015 Customer A $ 1,653 $ 1,040 Customer B $ 1,090 $ 889 Customer C * $ 623 Customer D * $ 463 * Customer revenues below 10% in period. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed financial statements of Roka Bioscience, Inc. have been prepared by the Company in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting, which do not conform in all respects to the requirements of U.S. GAAP for annual financial statements. The information included in this quarterly report on Form 10-Q should be read in conjunction with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 27, 2016 (the “ 2015 Form 10-K”). Accordingly, these condensed notes to the unaudited financial statements should be read in conjunction with the 2015 audited financial statements and notes thereto prepared in accordance with U.S. GAAP. The unaudited financial statements have been prepared using accounting policies that are consistent with the policies used in preparing the Company’s audited financial statements for the year ended December 31, 2015 . The condensed Balance Sheet as of December 31, 2015 was derived from the Company’s audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. The unaudited financial statements reflect all normal and recurring adjustments necessary, if any, for a fair statement of the Company’s financial position and results of operations for the interim periods presented. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any other future annual or interim period. There have been no changes in the significant accounting policies from those included in the 2015 Form 10-K. |
New Accounting Pronouncements | New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments. This standard clarifies the treatment of specific cash flow issues in order to reduce existing diversity in practice. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company does not believe this new guidance will have a material impact on its financial statements. In March 2016, the FASB issued ASU 2016-09, Stock Compensation: Improvements to Employee Share-Based Payment Accounting. This standard simplifies the accounting for share-based payment award transactions, including: income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company does not believe this new guidance will have a material impact on its financial statements. In February 2016, the FASB issued ASU 2016-02, creating Topic 842, Leases, which supersedes the guidance in former ASC 840, Leases, to increase transparency and comparability among organizations by requiring recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. The standard will become effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The guidance is required to be adopted at the earliest period presented using a modified retrospective approach. The Company is currently in the process of evaluating the impact this new guidance will have on its financial statements. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. This standard amends existing guidance and requires entities to measure most inventory at the lower of cost and net realizable value. This standard is effective for annual reporting periods beginning after December 15, 2016, and early adoption is permitted. This standard is to be applied on a prospective basis and upon adoption, entities must disclose the nature of and reason for the accounting change. The Company does not believe this new guidance will have a material impact on its financial statements. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , which is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016, and early adoption is permitted. The Company does not believe this new guidance will have a material impact on its financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers . This standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. ASU 2014-09 provides companies with two implementation methods. Companies can choose to apply the standard retrospectively to each prior reporting period presented (full retrospective application) or retrospectively with the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings of the annual reporting period that includes the date of initial application (modified retrospective application). This ASU is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date . This ASU defers the effective date of Update 2014-09 for all entities by one year, requiring the guidance in ASU 2014-09 to be applied for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Additionally, this ASU permits earlier application only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing. This standard clarifies the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients. This standard addresses certain issues identified in Topic 606 in the guidance on assessing collectibility, presentation of sales taxes, non-cash consideration, and completed contracts and contract modifications at transition. The Company is currently in the process of evaluating the impact this new guidance will have on its financial statements. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of the Fair Value of Held-to-Maturity Marketable Securities | As of September 30, 2016 and December 31, 2015 , the fair value of held-to-maturity marketable securities by type of security was as follows (amounts in thousands): Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value September 30, 2016 Short-term marketable securities Debt securities $ 21,892 $ 7 $ (25 ) $ 21,874 December 31, 2015 Short-term marketable securities Debt securities $ 28,809 $ — $ (37 ) $ 28,772 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Summary of Net Inventories | The following table provides details of the Company’s net inventories (amounts in thousands): As of September 30, As of December 31, 2016 2015 Raw materials $ 906 $ 1,244 Work in process 109 4 Finished goods 2,867 2,691 $ 3,882 $ 3,939 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The following table provides details of the Company’s property and equipment (amounts in thousands): As of September 30, As of December 31, 2016 2015 Atlas instruments placed with customers $ 5,233 $ 4,730 Atlas instruments intended for placement (1) 4,576 5,173 Manufacturing equipment 2,779 2,779 Laboratory equipment 3,006 3,026 Computer and office equipment 1,576 1,479 Leasehold improvements 1,517 1,435 Software 1,142 1,142 Total property and equipment $ 19,829 $ 19,764 Less: Accumulated depreciation (11,541 ) (9,942 ) Total $ 8,288 $ 9,822 (1) The Company does not depreciate Atlas instruments prior to the instruments being placed with customers. |
Schedule of Expenses for Depreciation of Property and Equipment | Expenses for depreciation of property and equipment were incurred as follows (amounts in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Depreciation expense $ 520 $ 548 $ 1,681 $ 1,732 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The following table summarizes the Company's intangible asset as of the periods presented (amounts in thousands): September 30, 2016 December 31, 2015 Intangible asset, gross $ 28,259 $ 28,259 Accumulated amortization (8,669 ) (5,851 ) Intangible asset, net $ 19,590 $ 22,408 |
Accrued Expenses and Other Cu29
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | The following table provides details of the Company’s accrued expenses (amounts in thousands): As of September 30, As of December 31, 2016 2015 Employee related $ 1,797 $ 2,501 Professional services 232 527 Other 3,545 3,739 Total accrued expenses and other current liabilities $ 5,574 $ 6,767 |
Deferred Payments (Tables)
Deferred Payments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Amounts Deferred under Supply Agreement | The following table summarizes the amounts deferred under this agreement (amounts in thousands): As of September 30, As of December 31, 2016 2015 Current Deferred payments, gross $ 2,532 $ 1,645 Imputed interest (194 ) (302 ) Deferred payments, net $ 2,338 $ 1,343 Long-term Deferred payments, gross $ 1,136 $ 3,059 Imputed interest (33 ) (162 ) Deferred payments, net $ 1,103 $ 2,897 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Information for Cash Held in Money Market Deposit Accounts and Marketable Securities | The following table summarizes the fair value information for the Company’s cash held in money market deposit accounts and its marketable securities at September 30, 2016 and December 31, 2015 (amounts in thousands): Fair value measurements using: Carrying Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Financial Assets and Liabilities Carried at Fair Value As of September 30, 2016 Financial Assets: Money market deposit accounts $ 5,758 $ 5,758 — — As of December 31, 2015 Financial Assets: Money market deposit accounts $ 2,732 $ 2,732 — — Financial Assets Carried at Amortized Cost As of September 30, 2016 Short-term marketable securities $ 21,909 $ 7,075 $ 14,817 — As of December 31, 2015 Short-term marketable securities $ 28,809 $ 2,000 $ 26,772 — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Compensation Expense | The Company recognized stock compensation expense as follows (amounts in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Stock options $ 209 $ 209 $ 589 $ 584 Restricted stock $ 174 $ 300 $ 544 $ 1,016 |
Summary of Range of Assumptions Utilized for Stock Options Granted | The following ranges of assumptions were utilized for stock options granted during the periods indicated: For the Nine Months Ended September 30, 2016 2015 Expected life in years 5.5-6.2 5.8-6.3 Interest rate 1.27%-1.92% 1.06%-1.80% Volatility 80%-88% 75% - 90% Dividend yield — — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss per Share Applicable to Common Stockholders | For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Net loss applicable to common shareholders (thousands) $ (7,589 ) $ (8,491 ) $ (23,324 ) $ (26,592 ) Deemed dividend (1,878 ) — (1,878 ) — Net loss applicable to common shareholders for computing loss per share(thousands) $ (9,467 ) $ (8,491 ) $ (25,202 ) $ (26,592 ) Basic and diluted weighted average common shares outstanding 1,754,608 1,730,349 1,753,663 1,726,204 Basic and diluted loss per share $ (5.39 ) $ (4.91 ) $ (14.37 ) $ (15.40 ) |
Schedule of Calculation of Weighted Average Shares Outstanding, Event of Not Incurring Loss | Had the Company not incurred a loss, the dilutive effect of the unvested restricted stock awards on basic weighted average common shares outstanding and the dilutive effect of potential common stock shares issuable for Preferred Stock, stock options and warrants on the weighted-average number of common stock shares outstanding would have been as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Basic weighted average shares outstanding 1,754,608 1,730,349 1,753,663 1,726,204 Dilutive effect of unvested restricted stock 1,680 — 867 7,186 Basic weighted average shares outstanding had the Company not incurred a loss 1,756,288 1,730,349 1,754,530 1,733,390 Dilutive effect of Convertible Preferred Stock 314,441 — 104,814 — Dilutive effect of warrants 54,314 — 18,105 — Dilutive effect of stock options 17 7,828 28 9,744 Diluted weighted average shares outstanding had the Company not incurred a loss 2,125,060 1,738,177 1,877,477 1,743,134 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block] | These customers accounted for revenues as follows (amounts in thousands): Nine Months Ended September 30, 2016 2015 Customer A $ 1,653 $ 1,040 Customer B $ 1,090 $ 889 Customer C * $ 623 Customer D * $ 463 * Customer revenues below 10% in period. |
Summary of Significant Accoun35
Summary of Significant Accounting Policies Details (Details) - Subsequent Event [Member] | Oct. 11, 2016shares |
Class of Stock [Line Items] | |
Reverse stock split conversion ratio | 0.1 |
Common Stock [Member] | |
Class of Stock [Line Items] | |
Conversion ratio preferred stock to common stock | 143 |
Cash and Cash Equivalents - Nar
Cash and Cash Equivalents - Narrative (Details) | Sep. 30, 2016financial_institution |
Cash and Cash Equivalents [Member] | Credit Concentration Risk [Member] | |
Concentration Risk [Line Items] | |
Number of financial institutions | 1 |
Marketable Securities - Summary
Marketable Securities - Summary of the Fair Value of Held-to-Maturity Marketable Securities (Details) - Short-term Investments [Member] - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Debt securities, Short-term, Amortized Cost | $ 21,892 | $ 28,809 |
Gross Unrealized Holding Gains | 7 | 0 |
Gross Unrealized Holding Losses | (25) | (37) |
Debt securities, Short-term, Aggregate Fair Value | $ 21,874 | $ 28,772 |
Marketable Securities - Narrati
Marketable Securities - Narrative (Details) | 9 Months Ended |
Sep. 30, 2016 | |
Short-term marketable securities [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Marketable securities, maturity period (in years) | 1 year |
Long-term marketable securities [Member] | Minimum [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Marketable securities, maturity period (in years) | 1 year |
Long-term marketable securities [Member] | Maximum [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Marketable securities, maturity period (in years) | 5 years |
Inventories - Summary of Net In
Inventories - Summary of Net Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 906 | $ 1,244 |
Work in process | 109 | 4 |
Finished goods | 2,867 | 2,691 |
Inventory, net | $ 3,882 | $ 3,939 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 19,829 | $ 19,764 | |
Less: Accumulated depreciation | (11,541) | (9,942) | |
Property and Equipment, Net | 8,288 | 9,822 | |
Instruments with Customers [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 5,233 | 4,730 | |
Instruments for Placement [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | [1] | 4,576 | 5,173 |
Manufacturing Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 2,779 | 2,779 | |
Laboratory Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 3,006 | 3,026 | |
Computers and Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 1,576 | 1,479 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 1,517 | 1,435 | |
Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 1,142 | $ 1,142 | |
[1] | The Company does not depreciate Atlas instruments prior to the instruments being placed with customers. |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Cost of equipment on lease or held for lease, net of accumulated depreciation | $ 8,288 | $ 9,822 |
Accumulated depreciation | 11,541 | 9,942 |
Atlas Instrument [Member] | Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost of equipment on lease or held for lease, net of accumulated depreciation | 6,800 | 7,700 |
Accumulated depreciation | $ 3,000 | $ 2,200 |
Property and Equipment - Sche42
Property and Equipment - Schedule of Expenses for Depreciation of Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 520 | $ 548 | $ 1,681 | $ 1,732 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) | Jan. 01, 2020 | Jan. 01, 2018 | Jul. 31, 2014 | Jun. 30, 2014 |
Technology-Based Intangible Assets [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible technology asset | $ 26,600,000 | |||
Royalty Reduction [Member] | Common Stock [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Issuance of common stock for royalty reduction (in shares) | 86,506 | |||
Gen Probe [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Option agreement period (in years) | 2 years | |||
License agreement option payment | $ 2,500,000 | |||
Share price (in USD per share) | $ 105.1 | |||
Cash payment for royalties | $ 8,000,000 | |||
Gen Probe [Member] | Scenario, Forecast [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Cash payment for royalties | $ 5,000,000 | $ 5,000,000 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangibles (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible asset, gross | $ 28,259 | $ 28,259 |
Accumulated amortization | (8,669) | (5,851) |
Intangible asset, net | $ 19,590 | $ 22,408 |
Accrued Expenses and Other Cu45
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Employee related | $ 1,797 | $ 2,501 |
Professional services | 232 | 527 |
Other | 3,545 | 3,739 |
Total accrued expenses and other current liabilities | $ 5,574 | $ 6,767 |
Accrued Expenses and Other Cu46
Accrued Expenses and Other Current Liabilities - Narrative (Details) $ in Millions | Sep. 30, 2016USD ($) |
Payables and Accruals [Abstract] | |
Litigation settlement | $ 3.3 |
Deferred Payments - Narrative (
Deferred Payments - Narrative (Details) - USD ($) | Jan. 01, 2020 | Jan. 01, 2018 | Jul. 31, 2014 | May 31, 2011 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Other Liabilities [Line Items] | ||||||||
Non-cash interest expense related to the deferred payments | $ 100,000 | $ 100,000 | $ 200,000 | $ 300,000 | ||||
Gen Probe [Member] | January 1, 2018 [Member] | ||||||||
Other Liabilities [Line Items] | ||||||||
Royalty payment, present value interest rate | 7.60% | |||||||
Gen Probe [Member] | January 1, 2020 [Member] | ||||||||
Other Liabilities [Line Items] | ||||||||
Royalty payment, present value interest rate | 9.00% | |||||||
Gen Probe [Member] | Scenario, Forecast [Member] | ||||||||
Other Liabilities [Line Items] | ||||||||
Royalty payment | $ 5,000,000 | $ 5,000,000 | ||||||
Minimum [Member] | ||||||||
Other Liabilities [Line Items] | ||||||||
Debt instrument effective percentage | 9.90% | 9.90% | ||||||
Maximum [Member] | ||||||||
Other Liabilities [Line Items] | ||||||||
Debt instrument effective percentage | 11.20% | 11.20% | ||||||
Gen Probe [Member] | ||||||||
Other Liabilities [Line Items] | ||||||||
Royalty payment | $ 8,000,000 | |||||||
Gen Probe [Member] | Scenario, Forecast [Member] | ||||||||
Other Liabilities [Line Items] | ||||||||
Royalty payment | $ 5,000,000 | $ 5,000,000 | ||||||
Atlas Instrument [Member] | Gen Probe [Member] | ||||||||
Other Liabilities [Line Items] | ||||||||
Deferred payment period | 54 months | |||||||
Atlas Instrument [Member] | Gen Probe [Member] | Maximum [Member] | ||||||||
Other Liabilities [Line Items] | ||||||||
Deferred purchase price, percentage | 50.00% |
Deferred Payments - Summary of
Deferred Payments - Summary of Amounts Deferred under Supply Agreement (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current | ||
Deferred payments, gross | $ 2,532 | $ 1,645 |
Imputed interest | (194) | (302) |
Deferred payments, net | 2,338 | 1,343 |
Long-term | ||
Deferred payments, gross | 1,136 | 3,059 |
Imputed interest | (33) | (162) |
Deferred payments, net | $ 1,103 | $ 2,897 |
Notes Payable - Narrative (Deta
Notes Payable - Narrative (Details) | 1 Months Ended | 9 Months Ended | ||||||
May 31, 2015USD ($)shares | Mar. 31, 2014USD ($) | Nov. 30, 2013USD ($)agreement$ / shares | Sep. 30, 2016USD ($)$ / shares | Sep. 30, 2015USD ($) | Sep. 21, 2016$ / shares | Dec. 31, 2015USD ($) | Jul. 22, 2014$ / shares | |
Line of Credit Facility [Line Items] | ||||||||
Number of loan and security agreements | agreement | 2 | |||||||
Principal amount repaid | $ 3,000,000 | $ 5,350,000 | ||||||
Warrants outstanding share exercise price (in USD per share) | $ / shares | $ 7.18 | |||||||
Notes payable | $ 6,949,000 | $ 9,851,000 | ||||||
Current notes payable | 4,000,000 | |||||||
Common Stock [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Additional warrant issued (in shares) | shares | 5,227 | |||||||
Warrants outstanding share exercise price (in USD per share) | $ / shares | $ 140.8 | $ 1,000 | $ 140.8 | |||||
Comerica Loan [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt face amount | $ 10,000,000 | |||||||
Cash and marketable securities | 5,000,000 | |||||||
TriplePoint Loan [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Principal amount repaid | 4,600,000 | |||||||
Final payment fee | $ 400,000 | |||||||
Debt Instrument, Subjective Change Clause [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Current notes payable | $ 2,900,000 | |||||||
Comerica Loan [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Amounts borrowed | $ 5,000,000 | |||||||
Amortization period (in months) | 30 months | |||||||
Interest rate at period end | 6.65% | |||||||
Net of expenses paid to Comerica | $ 9,800,000 | |||||||
Comerica Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Additional minimum interest rate | 3.15% | |||||||
Comerica Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Minimum interest rate | 2.50% | |||||||
TriplePoint Loan [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Amounts borrowed | $ 5,000,000 | |||||||
Interest expense | $ 200,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Commitment And Contingencies [Line Items] | |
Litigation settlement | $ 3,300,000 |
Gen Probe [Member] | |
Commitment And Contingencies [Line Items] | |
Additional milestone payments (up to) | $ 6,000,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Information for Cash Held in Money Market Deposit Accounts and Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Financial Liabilities: | ||
Short-term marketable securities | $ 21,909 | $ 28,809 |
Debt Securities [Member] | ||
Financial Liabilities: | ||
Short-term marketable securities | 21,909 | 28,809 |
Money Market Deposit Accounts [Member] | ||
Financial Assets: | ||
Money market deposit accounts | 5,758 | 2,732 |
Quoted Prices in Active Markets (Level 1) [Member] | Debt Securities [Member] | ||
Financial Liabilities: | ||
Short-term marketable securities | 7,075 | 2,000 |
Quoted Prices in Active Markets (Level 1) [Member] | Money Market Deposit Accounts [Member] | ||
Financial Assets: | ||
Money market deposit accounts | 5,758 | 2,732 |
Significant Other Observable Inputs (Level 2) [Member] | Debt Securities [Member] | ||
Financial Liabilities: | ||
Short-term marketable securities | 14,817 | 26,772 |
Significant Other Observable Inputs (Level 2) [Member] | Money Market Deposit Accounts [Member] | ||
Financial Assets: | ||
Money market deposit accounts | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Debt Securities [Member] | ||
Financial Liabilities: | ||
Short-term marketable securities | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Money Market Deposit Accounts [Member] | ||
Financial Assets: | ||
Money market deposit accounts | $ 0 | $ 0 |
Convertible Preferred Stock a52
Convertible Preferred Stock and Stockholders' Equity - Narrative (Details) - USD ($) | Sep. 21, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | May 31, 2015 | Jul. 22, 2014 | Nov. 30, 2013 |
Temporary Equity [Line Items] | |||||||||
Total stock, shares authorized (in shares) | 520,000,000 | ||||||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | |||||
Common stock, par or stated value per share (in USD per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares authorized (in shares) | 20,000,000 | ||||||||
Preferred stock, par or stated value per share (in USD per share) | 0.001 | 0.001 | $ 0.001 | $ 0.001 | |||||
Warrants outstanding share exercise price (in USD per share) | $ 7.18 | $ 7.18 | |||||||
Preferred Stock conversion rate (in dollars per share) | $ 7 | ||||||||
Preferred Stock, conversion rate pro rata share, percent | 19.999% | ||||||||
Deemed dividend applicable to beneficial conversion feature of Series A preferred stock | $ 1,878,000 | $ 0 | $ 1,878,000 | $ 0 | |||||
Common stock, shares outstanding (in shares) | 1,788,419 | 1,788,419 | 1,786,327 | ||||||
Registration rights, expiration term (in years) | 5 years | ||||||||
Percentage of payment for failure to maintain effectiveness | 1.50% | ||||||||
Cap multiplier of aggregate purchase price for failure to maintain effectiveness | 10.00% | ||||||||
Common Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Number of shares for warrants exercisable (in shares) | 1,066 | 4,618 | |||||||
Warrants outstanding share exercise price (in USD per share) | $ 1,000 | $ 140.8 | $ 140.8 | ||||||
Gross proceeds from issuance of warrants | $ 22,500,000 | ||||||||
Common stock, shares outstanding (in shares) | 800,000 | 800,000 | |||||||
Additional Paid-in Capital [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Adjustment of preferred stock for beneficial conversion | $ 7,748,000 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 22,500 | 22,500 | 0 | ||||||
Investor Warrants [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Warrant expiration period | 5 years | ||||||||
Investor Warrants [Member] | Common Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Number of shares for warrants exercisable (in shares) | 3,214,299 | 3,214,299 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2016USD ($)shares | Sep. 30, 2015USD ($)shares | Jul. 22, 2014shares | Jun. 13, 2013shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum contractual term of restricted stock granted (in years) | 10 years | |||
Contractual term of restricted stock vested (in years) | 4 years | |||
Dividend yield | 0.00% | 0.00% | ||
2014 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Period between share increases (in years) | 10 years | |||
Percent of increase | 0.03 | |||
2014 Equity Incentive Plan [Member] | Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted (in shares) | 100,000 | |||
Stock options granted, value | $ | $ 600 | |||
2014 Equity Incentive Plan [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stocks granted in the period (in shares) | 3,000 | |||
Stock options granted, value | $ | $ 10 | |||
2014 Equity Incentive Plan [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options and restricted shares granted (in shares) | 108,695 | |||
2009 Equity Incentive Plan [Member] | Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted (in shares) | 94,000 | |||
Stock options granted, value | $ | $ 2,700 | |||
2009 Equity Incentive Plan [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted (in shares) | 38,000 | |||
Restricted stocks granted in the period (in shares) | 1,600,000 | |||
2009 Equity Incentive Plan [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options and restricted shares granted (in shares) | 202,885 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Stock options | $ 209 | $ 209 | $ 589 | $ 584 |
Restricted stock | $ 174 | $ 300 | $ 544 | $ 1,016 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Range of Assumptions Utilized for Stock Options Granted (Details) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life in years | 5 years 6 months | 5 years 9 months 18 days |
Interest rate | 1.27% | 1.06% |
Volatility | 80.00% | 75.00% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life in years | 6 years 2 months 12 days | 6 years 3 months 18 days |
Interest rate | 1.92% | 1.80% |
Volatility | 88.00% | 90.00% |
Warrants - Narrative (Details)
Warrants - Narrative (Details) $ / shares in Units, $ in Thousands | Sep. 21, 2016$ / shares | Jul. 22, 2014$ / sharesshares | Nov. 30, 2013USD ($)$ / sharesshares | Sep. 30, 2016$ / sharesshares | May 31, 2015$ / sharesshares | Mar. 31, 2014USD ($)shares |
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding to purchase shares (in shares) | 3,460,830 | |||||
Warrants outstanding share exercise price (in USD per share) | $ / shares | $ 7.18 | |||||
Common Stock [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding share exercise price (in USD per share) | $ / shares | $ 1,000 | $ 140.8 | $ 140.8 | |||
Additional warrant issued (in shares) | 5,227 | |||||
Number of shares for warrants exercisable (in shares) | 4,618 | 1,066 | ||||
Comerica Loan [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants issued as payments | $ | $ 30 | |||||
TriplePoint Loan [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants issued as payments | $ | $ 60 | |||||
Series B Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding to purchase shares (in shares) | 2,480,000 | |||||
Warrants outstanding share exercise price (in USD per share) | $ / shares | $ 1 | |||||
Warrants conversion ratio | 0.0906 | |||||
Series E Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding to purchase shares (in shares) | 352,941 | |||||
Warrants outstanding share exercise price (in USD per share) | $ / shares | $ 1.2751 | |||||
Warrants conversion ratio | 0.0906 | |||||
Series E Warrants [Member] | TriplePoint Loan [Member] | Second Tranche [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Additional warrant issued (in shares) | 156,863 | |||||
Additional issues shares value | $ | $ 100 | |||||
Common Stock [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding share exercise price (in USD per share) | $ / shares | $ 28.7 | |||||
Investor Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrant expiration period | 5 years | |||||
Investor Warrants [Member] | Common Stock [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of shares for warrants exercisable (in shares) | 3,214,299 | |||||
Placement Warrants [Member] | Common Stock [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants issued during period (in shares) | 236,684 | |||||
Investor Warrants and Placement Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding share exercise price (in USD per share) | $ / shares | $ 7 | |||||
Warrant expiration period | 5 years |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Net Loss per Share Applicable to Common Stockholders (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Net loss applicable to common shareholders (thousands) | $ (7,589,000) | $ (8,491,000) | $ (23,324,000) | $ (26,592,000) |
Deemed dividend | (1,878,000) | 0 | (1,878,000) | 0 |
Net loss applicable to common shareholders | $ (9,467,000) | $ (8,491,000) | $ (25,202,000) | $ (26,592,000) |
Basic and diluted weighted average common shares outstanding (in shares) | 1,754,608 | 1,730,349 | 1,753,663 | 1,726,204 |
Basic and diluted loss per share (in USD per share) | $ (5.39) | $ (4.91) | $ (14.37) | $ (15.40) |
Net Loss Per Share - Schedule58
Net Loss Per Share - Schedule of Calculation of Weighted Average Shares Outstanding, Event of Not Incurring Loss (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Basic weighted average shares outstanding (in shares) | 1,754,608 | 1,730,349 | 1,753,663 | 1,726,204 |
Dilutive effect of unvested restricted stock (in shares) | 1,680 | 0 | 867 | 7,186 |
Basic weighted average shares outstanding had the Company not incurred a loss (in shares) | 1,756,288 | 1,730,349 | 1,754,530 | 1,733,390 |
Dilutive effect of Convertible Preferred Stock (in shares) | 314,441 | 0 | 104,814 | 0 |
Dilutive effect of warrants (in shares) | 54,314 | 0 | 18,105 | 0 |
Dilutive effect of stock options (in shares) | 17 | 7,828 | 28 | 9,744 |
Diluted weighted average shares outstanding had the Company not incurred a loss (in shares) | 2,125,060 | 1,738,177 | 1,877,477 | 1,743,134 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 9 Months Ended | |
Sep. 30, 2016Segmentcustomer | Sep. 30, 2015customer | |
Revenue, Major Customer [Line Items] | ||
Number of reportable segments | Segment | 1 | |
Revenue [Member] | ||
Revenue, Major Customer [Line Items] | ||
Number of customers accounted for more than 10% of revenues | customer | 2 | 4 |
Concentration risk percentage | 10.00% | 10.00% |
Segment Information - Schedule
Segment Information - Schedule of Revenue by Major Customers (Details) - Customer Concentration Risk [Member] - Revenue [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Customer A [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenues | $ 1,653 | $ 1,040 |
Customers B [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenues | $ 1,090 | 889 |
Customer C [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenues | 623 | |
Customer D [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenues | $ 463 |