Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2016 | |
Document And Entity Information [Abstract] | |
Document Type | S1 |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2016 |
Trading Symbol | CAPN |
Entity Registrant Name | Capnia, Inc. |
Entity Central Index Key | 1,484,565 |
Entity Filer Category | Smaller Reporting Company |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 2,725,996 | $ 5,494,523 |
Accounts receivable | 133,337 | 156,127 |
Restricted Cash | 35,000 | 35,000 |
Inventory | 660,391 | 551,008 |
Prepaid expenses and other current assets | 246,570 | 167,642 |
Total current assets | 3,801,294 | 6,404,300 |
Long-term assets | ||
Property and equipment, net | 102,560 | 85,745 |
Goodwill | 718,003 | 718,003 |
Other intangible assets, net | 817,465 | 916,807 |
Other assets | 125,530 | 76,340 |
Total assets | 5,564,852 | 8,201,195 |
Current liabilities | ||
Accounts payable | 537,891 | 695,056 |
Accrued compensation and other current liabilities | 1,169,487 | 1,632,679 |
Total current liabilities | 1,707,378 | 3,192,735 |
Long-term liabilities | ||
Other liabilities | 142,739 | 109,404 |
Total liabilities | 2,129,655 | 4,977,379 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity | ||
Common stock, $0.001 par value, 100,000,000 shares authorized, 16,786,952 and 14,017,909 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively. | 16,786 | 14,018 |
Additional paid-in-capital | 101,730,285 | 89,456,466 |
Accumulated deficit | (98,311,887) | (86,246,673) |
Total stockholders’ equity | 3,435,197 | 3,223,816 |
Total liabilities and stockholders’ equity | 5,564,852 | 8,201,195 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders’ equity | ||
Convertible preferred stock | 0 | 5 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders’ equity | ||
Convertible preferred stock | 13 | 0 |
Series A Warrant Liability [Member] | ||
Long-term liabilities | ||
Convertible preferred stock warrant liability | 194,048 | 1,212,803 |
Series B Warrant Liability [Member] | ||
Current liabilities | ||
Series B warrant liability | 0 | 865,000 |
Series C Warrant Liability [Member] | ||
Long-term liabilities | ||
Convertible preferred stock warrant liability | $ 85,490 | $ 462,437 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 16,786,952 | 14,017,909 |
Common stock, shares outstanding | 16,786,952 | 14,017,909 |
Preferred stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 |
Series A Convertible Preferred Stock [Member] | ||
Convertible preferred stock, shares authorized | 10,000 | 10,000 |
Convertible preferred stock, shares issued | 0 | 4,555 |
Convertible preferred stock, shares outstanding | 0 | 4,555 |
Convertible preferred stock, aggregate liquidation preference | $ 0 | $ 0 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock par value (in dollars per share) | $ 0.001 | |
Convertible preferred stock, shares authorized | 13,780 | 0 |
Convertible preferred stock, shares issued | 12,780 | 0 |
Convertible preferred stock, shares outstanding | 12,780 | 0 |
Convertible preferred stock, aggregate liquidation preference | $ 0 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Product revenue | $ 1,450,788 | $ 387,555 |
Government grant revenue | 0 | 219,917 |
Total revenue | 1,450,788 | 607,472 |
Cost of goods sold | 1,509,306 | 352,683 |
Gross profit | (58,518) | 254,789 |
Expenses | ||
Research and development | 5,184,803 | 4,536,244 |
Sales and marketing | 1,630,591 | 1,737,470 |
General and administrative | 6,736,203 | 6,140,821 |
Total expenses | 13,551,597 | 12,414,535 |
Operating loss | (13,610,115) | (12,159,746) |
Interest and other income (expense) | ||
Other expense | (6,767) | (183,565) |
Cease-use expense | (93,749) | 0 |
Change in fair value of warrants liabilities | 1,667,117 | (515,860) |
Inducement charge for Series C warrants | 0 | (3,049,375) |
Total other income (expense) | 1,566,601 | (3,748,800) |
Loss before provision for income tax | (12,043,514) | (15,908,546) |
Provision for deferred taxes | 21,700 | 0 |
Net loss | (12,065,214) | (15,908,546) |
Loss on extinguishment of convertible preferred stock | 3,651,172 | 0 |
Net loss applicable to common stockholders | $ (15,716,386) | $ (15,908,546) |
Basic and diluted net loss per share applicable to common stockholders (in dollars per share) | $ (1.01) | $ (1.69) |
Weighted-average common shares outstanding used to calculate basic and diluted net loss per common share | 15,507,484 | 9,425,880 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficit) Equity - USD ($) | Total | 2010 and 2012 Convertible Promissory Notes [Member] | Series A Warrants [Member] | Series B Warrants [Member] | Series B Warrant Cashless Exercises [Member] | Common Stock [Member] | Common Stock [Member]2010 and 2012 Convertible Promissory Notes [Member] | Common Stock [Member]Series A Warrants [Member] | Common Stock [Member]Series B Warrants [Member] | Common Stock [Member]Series B Warrant Cashless Exercises [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]2010 and 2012 Convertible Promissory Notes [Member] | Additional Paid-In Capital [Member]Series A Warrants [Member] | Additional Paid-In Capital [Member]Series B Warrants [Member] | Additional Paid-In Capital [Member]Series B Warrant Cashless Exercises [Member] | Accumulated Deficit [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member]Common Stock [Member] | Series A Convertible Preferred Stock [Member]Additional Paid-In Capital [Member] | Series B Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member]Common Stock [Member] | Series B Convertible Preferred Stock [Member]Additional Paid-In Capital [Member] |
Balances at beginning at Dec. 31, 2014 | $ 0 | $ 0 | ||||||||||||||||||||
Balances at beginning (shares) at Dec. 31, 2014 | 0 | 0 | ||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||
Issuance of Convertible Preferred shares (net of transaction costs) | $ 5 | |||||||||||||||||||||
Issuance of Convertible Preferred shares(net of transaction costs) (shares) | 4,555 | |||||||||||||||||||||
Balances at ending at Dec. 31, 2015 | $ 5 | $ 0 | ||||||||||||||||||||
Balances at ending (shares) at Dec. 31, 2015 | 4,555 | 0 | ||||||||||||||||||||
Balances at beginning at Dec. 31, 2014 | $ (11,189,953) | $ 6,769 | $ 59,141,405 | $ (70,338,127) | ||||||||||||||||||
Balances at beginning (shares) at Dec. 31, 2014 | 6,769,106 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Stock-based compensation | 942,369 | $ 942,369 | ||||||||||||||||||||
Issuance of common stock | 293,573 | $ 0 | $ 156,000 | $ 3,720,713 | $ 422,540 | $ 84 | $ 13 | $ 24 | $ 619 | $ 5,880 | $ (13) | |||||||||||
Issuance of common stock (shares) | 83,848 | 13,407 | 24,000 | 619,512 | 5,879,560 | 293,489 | 155,976 | 3,720,094 | 416,660 | |||||||||||||
Contribution of Series B warrants | 3,332 | $ 3,332 | ||||||||||||||||||||
Derecognition of warrant liability upon exercise | $ 42,000 | $ 18,853,215 | $ 42,000 | $ 18,853,215 | ||||||||||||||||||
Issuance of shares in conjunction with BDDI asset purchase | 112,400 | $ 50 | ||||||||||||||||||||
Issuance of shares in conjunction with BDDI asset purchase (shares) | 50,000 | 112,350 | ||||||||||||||||||||
Issuance of shares to Aspire Capital | 183,322 | $ 72 | ||||||||||||||||||||
Issuance of shares to Aspire Capital (shares) | 71,891 | 183,250 | ||||||||||||||||||||
Sales of shares through Aspire ATM vehicle | 1,434,194 | $ 507 | ||||||||||||||||||||
Sales of shares through Aspire ATM vehicle (shares) | 506,585 | 1,433,687 | ||||||||||||||||||||
Issuance of Convertible Preferred shares (net of transaction costs) | 4,158,657 | $ 4,158,652 | ||||||||||||||||||||
Net loss | (15,908,546) | (15,908,546) | ||||||||||||||||||||
Balances at end at Dec. 31, 2015 | 3,223,816 | $ 14,018 | 89,456,466 | (86,246,673) | ||||||||||||||||||
Balances at end (shares) at Dec. 31, 2015 | 14,017,909 | |||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||
Issuance of Convertible Preferred shares (net of transaction costs) | $ 5 | $ 14 | ||||||||||||||||||||
Issuance of Convertible Preferred shares(net of transaction costs) (shares) | 5,445 | 13,780 | ||||||||||||||||||||
Balances at ending at Dec. 31, 2016 | $ 0 | $ 13 | ||||||||||||||||||||
Balances at ending (shares) at Dec. 31, 2016 | 0 | 12,780 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Stock-based compensation | 871,270 | 871,270 | ||||||||||||||||||||
Issuance of common stock | 70,102 | $ 593,584 | $ 58 | $ 485 | 70,044 | |||||||||||||||||
Issuance of common stock (shares) | 58,419 | 485,202 | 593,099 | |||||||||||||||||||
Conversion of notes payable into common stock in IPO | $ (2) | $ 1,200 | $ (1,198) | $ (1) | $ 1,000 | $ (999) | ||||||||||||||||
Conversion of notes payable into common stock in IPO, Shares | (2,220) | (1,200,000) | (1,000) | (1,000,000) | ||||||||||||||||||
Issuance of Convertible Preferred shares (net of transaction costs) | $ 5,070,339 | $ 5,070,334 | $ 13,426,895 | $ 13,426,881 | ||||||||||||||||||
Repurchase of Series A Convertible Preferred shares | (7,780,000) | (7,779,992) | $ (8) | |||||||||||||||||||
Repurchase of Series A Convertible Preferred shares (shares) | (7,780) | |||||||||||||||||||||
Issuance of common stock to board members in lieu of cash payments for quarterly board fees | 24,405 | $ 25 | 24,380 | |||||||||||||||||||
Issuance of common stock to board members in lieu of cash payments for quarterly board fees (shares) | 25,422 | |||||||||||||||||||||
Net loss | (12,065,214) | (12,065,214) | ||||||||||||||||||||
Balances at end at Dec. 31, 2016 | $ 3,435,197 | $ 16,786 | $ 101,730,285 | $ (98,311,887) | ||||||||||||||||||
Balances at end (shares) at Dec. 31, 2016 | 16,786,952 |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' (Deficit) Equity (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Series A Convertible Preferred Stock [Member] | ||
Transaction costs | $ 374,661 | $ 396,343 |
Series B Convertible Preferred Stock [Member] | ||
Transaction costs | $ 353,105 | $ 306,116 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (12,065,214) | $ (15,908,546) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 131,640 | 108,228 |
Stock-based compensation expense | 871,270 | 942,369 |
Board fees paid with common stock | 24,404 | 0 |
Provision for deferred taxes | 21,700 | 0 |
Change in fair value of stock warrants | (1,667,117) | 515,860 |
Loss on disposition of equipment | 768 | 0 |
Inducement charge for Series C warrants | 0 | 3,049,375 |
Noncash expense of issuing shares to Aspire Capital | 0 | 183,322 |
Change in operating assets and liabilities: | ||
Accounts receivable | 22,790 | (156,127) |
Inventory | (109,383) | (441,672) |
Prepaid expenses and other assets | (78,928) | 84,630 |
Other long-term assets | (49,190) | (76,340) |
Accounts payable | (149,163) | 211,945 |
Accrued compensation and other current liabilities | (463,192) | 1,187,626 |
Other long-term liabilities | 11,635 | 0 |
Net cash used in operating activities | (13,497,980) | (10,299,330) |
Cash flows from investing activities: | ||
Acquisition of Neoforce assets | 0 | (1,000,000) |
Acquisition of BDDI asset (patent) | 0 | (250,000) |
Increase in restricted cash | 0 | (15,000) |
Purchase of property and equipment | (38,680) | (55,777) |
Net cash used in investing activities | (38,680) | (1,320,777) |
Cash flows from financing activities: | ||
Proceeds from exercise of common stock options | 70,102 | 293,573 |
Proceeds from issuance of common stock to Aspire Capital | 0 | 1,434,194 |
Repayment of credit line | 0 | (101,529) |
Initial Public Offering costs paid | 0 | (575,181) |
Net cash provided by financing activities | 10,768,133 | 9,157,920 |
Net decrease in cash and cash equivalents | (2,768,527) | (2,462,187) |
Cash and cash equivalents, beginning of period | 5,494,523 | 7,956,710 |
Cash and cash equivalents, end of period | 2,725,996 | 5,494,523 |
Supplemental disclosures of noncash investing and financing information | ||
Fixed asset purchases included in Accounts Payable | 11,200 | 0 |
BDDI patent purchase consideration included in accrued liabilities | 0 | 200,000 |
Shares issued as consideration for BDDI patent purchase | 0 | 112,400 |
Cashless exercise of 2010 and 2012 warrants | 0 | 13 |
Contribution of Series B warrants | 0 | 3,332 |
Series A Warrants [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of stock warrants | 1,000,000 | |
Cash flows from financing activities: | ||
Proceeds from exercise of warrants | 0 | 156,000 |
Series A Warrants [Member] | Cash Exercise [Member] | ||
Supplemental disclosures of noncash investing and financing information | ||
De-recognition of warrant liability | 0 | 42,000 |
Series B Warrants [Member] | ||
Cash flows from financing activities: | ||
Proceeds from exercise of warrants | 0 | 3,720,713 |
Series B Warrants [Member] | Cash Exercise [Member] | ||
Supplemental disclosures of noncash investing and financing information | ||
De-recognition of warrant liability | 0 | 6,747,765 |
Series B Warrants [Member] | Cashless Exercise [Member] | ||
Supplemental disclosures of noncash investing and financing information | ||
De-recognition of warrant liability | 593,584 | 12,527,991 |
Series A Convertible Preferred Stock [Member] | ||
Cash flows from financing activities: | ||
Net proceeds from issuance of Convertible Preferred | 5,070,339 | 4,230,150 |
Redemption of Series A Convertible Preferred stock in conjunction with issuance of Series B Convertible Preferred stock | (7,780,000) | 0 |
Initial Public Offering costs paid | (71,493) | 0 |
Supplemental disclosures of noncash investing and financing information | ||
Conversion of preferred to common stock | 1,200,000 | 0 |
Preferred convertible stock transaction costs included in Accounts Payable | 0 | 71,493 |
Series B Convertible Preferred Stock [Member] | ||
Cash flows from financing activities: | ||
Net proceeds from issuance of Convertible Preferred | 13,479,185 | 0 |
Supplemental disclosures of noncash investing and financing information | ||
Conversion of preferred to common stock | 1,000,000 | 0 |
Preferred convertible stock transaction costs included in Accounts Payable | $ 52,290 | $ 0 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Capnia, Inc. (the “Company”) was incorporated in the State of Delaware on August 25, 1999 , and is located in Redwood City, California. The Company develops and commercializes neonatology devices and diagnostics. The Company also has a therapeutics platform based on its proprietary technology for precision metering of gas flow. On September 2, 2015, the Company established NeoForce, Inc. ("NFI"), a wholly owned subsidiary incorporated in the State of Delaware. On September 8, 2015, NFI, acquired substantially all of the assets of an unrelated privately held company NeoForce Group, Inc. ("NeoForce") in exchange for an upfront cash payment of $1.0 million and royalties on future sales. NeoForce develops innovative pulmonary resuscitation solutions for the inpatient and ambulatory neonatal markets that the Company is now marketing through NFI. On April 27, 2015, the Company established Capnia UK Limited, a wholly owned foreign subsidiary in the United Kingdom. The functional currency of the U.K. subsidiary is the British pound. There have been no significant activities for this entity to date. The Company's most recent product to launch commercially utilizing precision metering of gas flow technology is Serenz® Allergy Relief, or Serenz, which has a CE Mark certification for sale in the European Union ("E.U.") Serenz is a proprietary handheld device that delivers non-inhaled CO2 topically to the nasal mucosa. Serenz is used only when needed, and does not need to be used on a scheduled basis. Pilot commercial sales of Serenz began in the U.K. and Ireland in the second quarter of 2016. The Company also sells CoSense®, which aids in diagnosis of excessive hemolysis, a condition in which red blood cells degrade rapidly. When present in neonates with jaundice, hemolysis is a dangerous condition which can lead to adverse neurological outcomes. CoSense has 510(k) clearance for sale in the U.S. with a specific Indication for Use related to hemolysis issued, and has received CE Mark certification for sale in the E.U. CoSense is commercially available in the U.S. In addition, the Company is applying its research and development efforts to additional diagnostic products based on its Sensalyze Technology Platform, a portfolio of proprietary methods and devices which enables CoSense and can be applied to detect a variety of analytes in exhaled breath and other products for the neonatology market. |
Liquidity, Financial Condition
Liquidity, Financial Condition and Management's Plans | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Liquidity, Financial Condition and Management's Plans | Liquidity, Financial Condition and Management’s Plans The Company had a net loss of $12.1 million for the year ended December 31, 2016 and has an accumulated deficit of approximately $98.3 million at December 31, 2016 from having incurred losses since its inception. The Company has approximately $2.1 million of working capital at December 31, 2016 and used approximately $13.5 million of cash in its operating activities during the year ended December 31, 2016. The Company has financed its operations principally through issuances of equity securities. On July 24, 2015, the Company entered into the 2015 Aspire Purchase Agreement with Aspire Capital, which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $10.0 million in value of shares of the Company’s common stock over the 24 -month term of the Aspire Purchase Agreement. During the quarter ended September 30, 2015, the Company issued an aggregate of 506,585 shares of common stock to Aspire Capital in exchange for approximately $1.4 million . On October 12, 2015, the Company entered into a 2015 Purchase Agreement with Sabby to purchase up to $10 million worth of Series A Convertible Preferred Stock (the “Preferred Stock”). The sale of the Preferred Stock took place in two separate closings. On October 15, 2015, the date of the first closing, the Company received proceeds of approximately $4.1 million , net of $0.4 million in estimated expenses. Upon the second closing, which closed on January 8, 2016, the Company received proceeds of approximately $5.0 million , net of $0.5 million in estimated expenses. On June 29, 2016, the Company entered into the 2016 Sabby Purchase Agreement with Sabby, pursuant to which the Company agreed to sell to Sabby, in a private placement, an aggregate of up to 13,780 shares of our Series B Convertible Preferred Stock at an aggregate purchase price of $13,780,000 , which shares are convertible into 13,780,000 shares of our common stock, based on a fixed conversion price of $1.00 per share on an as-converted basis. Under the terms of the Series B Convertible Preferred Stock, in no event shall shares of Common stock be issued to Sabby upon conversion of the Series B Convertible Preferred Stock to the extent such issuance of shares of common stock would result in Sabby having ownership in excess of 4.99% . In connection with the 2016 Sabby Purchase Agreement, the Company also repurchased an aggregate of 7,780 shares of Series A Convertible Preferred Stock held by Sabby for an aggregate amount of $7,780,000 , which shares were originally purchased by Sabby under the 2015 Sabby Purchase Agreement and which shares represent 4,205,405 shares of common stock on an as-converted basis. The sale of the Series B Convertible Preferred Stock occurred in two separate closings. On July 5, 2016, the date of the first closing under the 2016 Sabby Purchase Agreement, the Company received proceeds of approximately $1.3 million , net of $0.1 million in estimated expenses. On September 29, 2016, the date of the second closing under the 2016 Sabby Purchase Agreement, the Company received proceeds of approximately $4.4 million , net of $0.3 million in estimated expenses. After repurchase of the Series A Convertible Preferred Stock and estimated transaction expenses, the Company received approximately $5.6 million of net proceeds (see Note 8). On December 22, 2016, the Company entered into the Merger Agreement and Plan with Essentialis. Consummation of the merger was subject to various closing conditions, including our consummation of a financing of at least $8 million at, or substantially contemporaneous with, the closing of the merger, which occurred on March 7, 2017 and the receipt of stockholder approval of the merger at a special meeting of our stockholders, which the Company received on March 6, 2017 (see Note 14). On January 27, 2017, the Company entered into the 2017 Aspire Purchase Agreement with Aspire Capital, which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $17.0 million in value of shares of our common stock over the 30 -month term of the purchase agreement. Further, on the date of the closing of the financing, as defined in the Merger Agreement, the Company shall sell to Aspire Capital, and Aspire Capital shall purchase from the Company an aggregate of $2.0 million of the Company’s common stock (see Note 14). During the year ended December 31, 2016, the Company implemented plans to reduce its expenses, including reducing its workforce, eliminating outside consultants, reducing legal fees and implementing a plan to allow Board members to receive common stock, in lieu of cash payments. The Company expects to continue incurring losses for the foreseeable future and may be required to raise additional capital to complete its clinical trials, pursue product development initiatives and penetrate markets for the sale of its products. Management believes that the Company's commercial products, including CoSense, the other neonatology products and Serenz, and the distribution strategies implemented will begin to generate meaningful revenue and corresponding cash. In addition, the Company has been successful over the last 12 months in raising additional capital including the completed closings pursuant to the 2015 Sabby Purchase Agreement, the 2016 Sabby Purchase Agreement on June 29, 2016 and the financing completed as part of the merger with Essentialis. Management believes that the Company will continue to have access to capital resources through possible public or private equity offerings, debt financings, corporate collaborations or other means. If the Company is unable to secure additional capital, it may be required to curtail its clinical trials and development of new products and take additional measures to reduce costs in order to conserve its cash in amounts sufficient to sustain operations and meet its obligations. These measures could cause significant delays in the Company's efforts to complete its clinical trials and commercialize its products, which is critical to the realization of its business plan and the future operations of the Company. Management believes that the Company has sufficient capital resources, after considering the $10 million of financing that the Company received on March 7, 2017 (see Note 14) to sustain operations through at least the next twelve months from the date of this filing. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Principles of Consolidation The consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of expenses in the financial statements and accompanying notes. Actual results could differ from those estimates. Key estimates included in the financial statements include the valuation of deferred income tax assets, the valuation of financial instruments, stock-based compensation, value and life of acquired intangibles, and allowances for accounts receivable and inventory. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents at two commercial banks that management believes are of high credit quality. Cash and cash equivalents deposited with these commercial banks exceeded the Federal Deposit Insurance Corporation insurable limit at December 31, 2016 and December 31, 2015. The Company expects this to continue. Segments The Company operates in one segment. Management uses one measurement of profitability and does not segregate its business for internal reporting, making operating decisions, and assessing financial performance. All long-lived assets are maintained in the United States of America. Cash and Cash Equivalents The Company considers all highly liquid investments, including its money market fund, purchased with an original maturity of three months or less to be cash equivalents. The Company’s cash and cash equivalents are held in institutions in the U.S. and the U.K. and include deposits in a money market fund which was unrestricted as to withdrawal or use. Restricted cash is security of the Company credit card. Accounts Receivable Accounts receivable as of December 31, 2016 consist of balances due from customers in the normal course of business. The Company did not record an allowance for doubtful accounts as this balance was deemed fully collectible. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of payments primarily related to insurance and short-term deposits. Prepaid expenses are initially recorded upon payment and are expensed as goods or services are received. Inventory Inventory as of December 31, 2016 consisted of raw materials to be used in the assembly of our products. As of December 31, 2016, the Company’s inventory includes approximately $382 thousand of raw material, $101 thousand of work-in-process and $177 thousand of finished goods. Inventory is stated at the lower of cost or market under the first-in, first-out (FIFO) method. Patent On June 30, 2015, the Company entered into an amendment of the BDDI Asset Purchase Agreement, under which the Company committed to pay aggregate cash payments of $450,000 and issued 40,000 shares of common stock to an affiliate of BDDI. With respect to the aggregate cash payments of $450,000 , the Company paid an affiliate of BDDI an initial sum of $150,000 on July 1, 2015, and is obligated to pay $100,000 on each of the six, twelve and eighteen-month anniversaries of the signing of the amended agreement. The Company made the final installment of $100,000 on December 22, 2016. Under the original Asset Purchase Agreement dated June 11, 2010, the Company purchased a patent for Breath End Tidal Gas Monitor. The patent was issued on June 19, 2003 and expires on August 1, 2027 . The Company has capitalized the fair value of the patent purchased as an intangible asset on its consolidated balance sheet, and is amortizing the fair value over the remaining useful life of the patent. Business Combinations For business combinations the Company utilizes the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. These standards require that the total cost of an acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition. The allocation of the purchase price is dependent upon certain valuations and other studies. Acquisition costs are expensed as incurred. The Company recognizes separately from goodwill the fair value of assets acquired and the liabilities assumed. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the acquisition date fair values of the assets acquired and liabilities assumed. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may retroactively record adjustments to the fair value of the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations. Property and Equipment, Net Property and equipment are stated at cost net of accumulated depreciation and amortization calculated using the straight-line method over the estimated useful lives of the assets, generally between three and five years. Leasehold improvements are amortized on a straight-line basis over the lesser of their useful life or the remaining term of the lease. Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in operations in the period realized. Long-Lived Assets The Company reviews its long-lived assets for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company evaluates assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the asset. If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value. Intangible Assets Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives, which range in term from 5 to 12 years. The useful life of the intangible asset is evaluated each reporting period to determine whether events and circumstances warrant a revision to the remaining useful life. Intangible assets consist of the following at December 31, 2016: Amount Accumulated Amortization Net Amount Useful Lives (years) Patents and trademarks $ 697,890 $ (105,524 ) $ 592,366 5-12 Customer contracts 259,730 (34,631 ) 225,099 10 Total $ 957,620 $ (140,155 ) $ 817,465 Future amortization expense for intangible assets over their remaining useful lives is as follows: Year ending December 31: Patents and trademarks Customer contracts Total Amortization 2017 $ 73,370 $ 25,973 $ 99,343 2018 73,370 25,973 99,343 2019 73,370 25,973 99,343 2020 64,310 25,973 90,283 2021 46,192 25,973 72,165 2022 and thereafter 261,754 95,234 356,988 Total $ 592,366 $ 225,099 $ 817,465 Amortization expense for the years ended December 31, 2016 and December 31, 2105 was $99,343 and 40,813 , respectively. Goodwill The Company tests its goodwill for impairment annually, or whenever events or changes in circumstances indicate an impairment may have occurred, by comparing its reporting unit’s carrying value to its implied fair value. Impairment may result from, among other things, deterioration in the performance of the acquired business, adverse market conditions, adverse changes in applicable laws or regulations and a variety of other circumstances. If the Company determines that an impairment has occurred, it is required to record a write-down of the carrying value and charge the impairment as an operating expense in the period the determination is made. In evaluating the recoverability of the carrying value of goodwill the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the acquired assets. Changes in strategy or market conditions could significantly impact those judgments in the future and require an adjustment to the recorded balances. The Company did not perform the qualitative assessment, but made its determination using the quantitative approach for goodwill impairment. Using the quantitative approach, the Company determined that there was no impairment of goodwill for the year ended December 31, 2016. Revenue Recognition The Company began recognizing sales of CoSense during the year ended December 31, 2015. In addition, the Company began recognizing sales of NFI pulmonary resuscitation products after the acquisition of Neoforce's assets in September 2015. The Company recognizes revenue when all of the following criteria are met: • persuasive evidence of an arrangement exists; • the sales price is fixed or determinable; • collection of the relevant receivable is probable at the time of sale; and • delivery has occurred or services have been rendered. For a majority of sales, where the Company delivers its product to hospitals or medical facilities, the Company recognizes revenue upon delivery, which represents satisfaction of the required revenue recognition criteria. The Company does not offer rights of return or price protection and it has no post-delivery obligations. The Company offers a limited one-year warranty to most customers. Estimated warranty obligations are recorded at the time of sale and to date, warranty costs have been insignificant. The Company also recognized revenue related to a government grant awarded during the year ended December 31, 2015. There were no government grants awarded during the year ended December 31, 2016. Government grants provide funds for certain types of expenditures in connection with research and development activities over a contractually defined period. Revenue related to government grants is recognized in the period during which the related costs are incurred and the related services are rendered, provided that the applicable performance obligations under the government grants have been met. Funds received under government grants are recorded as revenue if the Company is deemed to be the principal participant in the contract arrangements because the activities under the contracts are part of the Company’s development programs. If the Company is not the principal participant, the funds from government grants are recorded as a reduction to research and development expense. Funds received from government grants are not refundable and are recognized when the related qualified research and development expenses are incurred and when there is reasonable assurance that the funds will be received. Research and Development Research and development costs are charged to operations as incurred. Research and development costs consist primarily of salaries and benefits, consultant fees, prototype expenses, certain facility costs and other costs associated with clinical trials, net of reimbursed amounts. Costs to acquire technologies to be used in research and development that have not reached technological feasibility and have no alternative future use are expensed to research and development costs when incurred. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the amounts at which assets and liabilities are recorded for financial reporting purposes and the amounts recorded for income tax purposes. A valuation allowance is provided against the Company’s deferred income tax assets when their realization is not reasonably assured. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available. Convertible Preferred Stock and other Hybrid Instruments The Company's convertible preferred stock was classified as permanent equity on its balance sheet in accordance with authoritative guidance for the classification and measurement of hybrid securities and distinguishing liability from equity instruments. The preferred stock is not redeemable at the option of the holder. Further, the Company evaluated its Series A and Series B Convertible Preferred Stock and determined that it is considered an equity host under ASC 815, Derivatives and Hedging . In making this determination, the Company's analysis followed the whole instrument approach which compares an individual feature against the entire preferred stock instrument which includes that feature. The Company's analysis was based on a consideration of the economic characteristics and risks of each series of preferred stock. More specifically, the Company evaluated all of the stated and implied substantive terms and features, including (i) whether the preferred stock included redemption features, (ii) how and when any redemption features could be exercised, (iii) whether the holders of preferred stock were entitled to dividends, (iv) the voting rights of the preferred stock and (v) the existence and nature of any conversion rights. As a result of the Company's conclusion that the preferred stock represents an equity host, the conversion feature of all series of preferred stock is considered to be clearly and closely related to the associated preferred stock host instrument. Accordingly, the conversion feature in the preferred stock is not considered an embedded derivative that requires bifurcation. Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies common stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company determined that certain freestanding derivatives, which principally consist of Series A, Series B, and Series C warrants to purchase common stock, do not satisfy the criteria for classification as equity instruments due to the existence of certain cash settlement features that are not within the sole control of the Company or variable settlement provision that cause them to not be indexed to the Company’s own stock. Stock-Based Compensation For stock options granted to employees, the Company recognizes compensation expense for all stock-based awards based on the estimated fair value on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service period. The fair value of stock options is determined using the Black-Scholes option pricing model. The determination of fair value for stock-based awards on the date of grant using an option pricing model requires management to make certain assumptions regarding a number of complex and subjective variables. Stock-based compensation expense related to stock options granted to non-employees is recognized based on the fair value of the stock options, determined using the Black-Scholes option pricing model, as they are earned. The awards generally vest over the time period the Company expects to receive services from the non-employee. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. In January 2017, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standards Update (ASU) 2017-04: “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ” (“ASU 2017-04”), which removes Step 2 from the goodwill impairment test. It is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment test performed with a measurement date after January 1, 2017. The Company expects that this new guidance will have an impact on its financial positions or results of operations, but the impact will not be material. In January 2017, the FASB issued ASU 2017-01 “Business Combinations (Topic 805): Clarifying the Definition of a Business”, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard introduces a screen for determining when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contribute to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company does not expect this new guidance to have a material impact on its financial position, results of operations or financial statement disclosures. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” “(ASU 2016-18”). The update is effective for fiscal years beginning after December 15, 2017, including interim reporting periods within those fiscal years. Early adoption is permitted. The purpose of Update No. 2016-18 is to clarify guidance and presentation related to restricted cash in the statement of cash flows. The amendment requires beginning-of-period and end-of-period total amounts shown on the statement of cash flows to include cash and cash equivalents as well as restricted cash and restricted cash equivalents. The Company is in the process of determining the effect that the adoption will have on its financial position, results of operations or financial statement disclosures. In October 2016, the FASB issued updated guidance related to the recognition of income tax consequences of an intra-entity transfer of an asset other than inventory. This guidance will be effective for the first quarter of tax year 2018; however, early adoption is permitted. The Company is evaluating the impact that this guidance will have its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230)” (“ASU 2016-15”), which seeks to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. For public entities, Update 2016-15 becomes effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the provisions of Update 2016-15 and assessing the impact, if any, it may have on its financial position, results of operations, cash flows or financial statement disclosures. In March 2016, the FASB issued ASU 2016-09, “ Compensation - Stock Compensation (Topic 718)” (“ASU 2016-09”), which seeks to simplify accounting for share-based payment transactions including income tax consequences, classification of awards as either equity or liabilities, and the classification on the statement of cash flows. For public entities, Update 2016-09 becomes effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, with early adoption permitted. Early adoption is permitted. The Company has not yet determined the effect that ASU 2016-09 will have on its financial position, results of operations or financial statement disclosures. In March 2016, the FASB issued guidance that involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This guidance will be effective for the first quarter of tax year 2017; however, early adoption is permitted. The Company is evaluating the impact that this guidance will have on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard provides guidance intended to improve financial reporting about leasing transaction. The ASU affects all companies that lease assets such as real estate, airplanes and manufacturing equipment. The ASU will require companies that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new standard will take effect for fiscal years, and interim periods with those fiscal years, beginning after December 15, 2018. Early adoption is permitted. We have not determined the potential effects of this ASU on our consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, " Recognition and Measurement of Financial Assets and Liabilities "(“ASU 2016-01”). ASU 2016-01 requires equity investments (excluding equity method investments and investments that are consolidated) to be measured at fair value with changes in fair value recognized in net income. Equity investments that do not have a readily determinable fair value may be measured at cost, adjusted for impairment and observable price changes. The ASU also simplifies the impairment assessment of equity investments, eliminates the disclosure of the assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at cost on the balance sheet and requires the exit price to be used when measuring fair value of financial instruments for disclosure purposes. Under ASU 2016-01, changes in fair value (resulting from instrument-specific credit risk) will be presented separately in other comprehensive income for liabilities measured using the fair value option and financial assets and liabilities will be presented separately by measurement category and type either on the balance sheet or in the financial statement disclosures. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company has not yet determined the effect that ASU 2016-01 will have on its financial position, results of operations, or financial statement disclosures. In August 2014, the FASB issued ASU 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 ." The amendments is this ASU are intended to provide guidance on the responsibility of reporting entity management. Specifically, this ASU provides guidance to management related to evaluating whether there is substantial doubt about the reporting entity’s ability to continue as a going concern and about related financial statement note disclosures. Although the presumption that a reporting entity will continue to operate as a going concern is fundamental to the preparation of financial statements, prior to the issuance of this ASU, there was no guidance in U.S. generally accepted accounting principles (U.S. GAAP) related to the concept. Due to the lack of guidance in U.S. GAAP, practitioners and their clients often faced challenges in determining whether, when, and how a reporting entity should disclose the relevant information in its financial statements. As a result, the FASB issued this guidance to require management evaluation and potential financial statement disclosures. This ASU will be effective for financial statements with periods ending after December 15, 2016. The Company adopted the ASU during the year and performed going concern evaluations for its 2016 calendar year-end financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” and some cost guidance included in ASC Subtopic 605-35, "Revenue Recognition - Construction-Type and Production-Type Contracts.” The core principle of ASU 2014-09 is that revenue is recognized when the transfer of goods or services to customers occurs in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. ASU 2014-09 requires the disclosure of sufficient information to enable readers of the Company’s financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. ASU 2014-09 also requires disclosure of information regarding significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 provides two methods of retrospective application. The first method would require the Company to apply ASU 2014-09 to each prior reporting period presented. The second method would require the Company to retrospectively apply ASU 2014-09 with the cumulative effect recognized at the date of initial application. ASU 2014-09 will be effective for the Company beginning in fiscal 2019 as a result of ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date," which was issued by the FASB in August 2015 and extended the original effective date by one year. The Company is currently evaluating the impact of adopting the available methodologies of ASU 2014-09 and 2015-14 upon its financial statements in future reporting periods. The Company has not yet selected a transition method. The Company is in the process of evaluating the new standard against its existing accounting policies, including the timing of revenue recognition, and its contracts with customers to determine the effect the guidance will have on its financial statements and what changes to systems and controls may be warranted. There have been four new ASUs issued amending certain aspects of ASU 2014-09, ASU 2016-08, "Principal versus Agent Considerations (Reporting Revenue Gross Versus Net)," was issued in March, 2016 to clarify certain aspects of the principal versus agent guidance in ASU 2014-09. In addition, ASU 2016-10, "Identifying Performance Obligations and Licensing," issued in April 2016, amends other sections of ASU 2014-09 including clarifying guidance related to identifying performance obligations and licensing implementation. ASU 2016-12, "Revenue from Contracts with Customers - Narrow Scope Improvements and Practical Expedients" provides amendments and practical expedients to the guidance in ASU 2014-09 in the areas of assessing collectability, presentation of sales taxes received from customers, noncash consideration, contract modification and clarification of using the full retrospective approach to adopt ASU 2014-09. Finally, ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” was issued in December 2016, and provides elections regarding the disclosures required for remaining performance obligations in certain cases and also makes other technical corrections and improvements to the standard. With its evaluation of the impact of ASU 2014-09, the Company will also consider the impact on its financial statements related to the updated guidance provided by these four new ASUs. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of the Company’s cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to the short-term nature of these items. Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: • Level I Unadjusted quoted prices in active markets for identical assets or liabilities; • Level II Inputs other than quoted prices included within Level I that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and • Level III Unobservable inputs that are supported by little or no market activity for the related assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurements at December 31, 2016 Total Level 1 Level 2 Level 3 Assets Money market fund $ 2,563,247 $ 2,563,247 — — Liabilities Series A warrant liability 194,048 194,048 — — Series C warrant liability 85,490 — — 85,490 Total common stock warrant liability $ 279,538 $ 194,048 — $ 85,490 Fair Value Measurements at December 31, 2015 Total Level 1 Level 2 Level 3 Assets Money market fund $ 3,803,929 $ 3,803,929 — — Liabilities Series A warrant liability 1,212,803 1,212,803 — — Series B warrant liability 865,000 — — 865,000 Series C warrant liability 462,437 — — 462,437 Total common stock warrant liability $ 2,540,240 $ 1,212,803 — $ 1,327,437 The Series A Warrant is a registered security that trades on the open market. The fair value of the Series A Warrant liability is based on the publicly quoted trading price of the warrants which is listed on and obtained from NASDAQ. Accordingly, the fair value of Series A Warrants is a Level 1 measurement. The fair value measurements of the Series B and Series C Warrants are based on significant inputs that are unobservable and thus represent Level 3 measurements. The Company’s estimated fair value of the Series B Warrant liability is calculated using a Monte Carlo simulation. Key assumptions include the volatility of the Company’s stock, the expected warrant term, expected dividend yield and risk-free interest rates. (see Note 6) The Company’s estimated fair value of the Series C Warrant liability is calculated using the Black-Scholes valuation model, which is equivalent to fair value computed using the Binomial Lattice Option Model. Key assumptions include the volatility of the Company’s stock, the expected warrant term, expected dividend yield and risk-free interest rates. (see Note 6) The Level 3 estimates are based, in part, on subjective assumptions. The agreement to pay the annual royalty in the NeoForce acquisition resulted in the recognition of a contingent consideration, which was recognized on the acquisition date. Subsequent changes to estimates of the amount of contingent consideration to be paid will be recognized as charges or credits in the statement of operations. The fair value of the contingent consideration is based on preliminary cash flow projections, growth in expected product sales and other assumptions. Based on the assumptions, the fair value of the royalty obligation was determined to be $153 thousand at the date of acquisition and $136 thousand as of December 31, 2016. The fair value of the royalty obligation was determined by applying the income approach, using several significant unobservable inputs for projected cash flows and a discount rate of 20% commensurate with the Company's cost of capital and expectation of the revenue growth for products at their life cycle stage. These inputs are considered Level 3 inputs under the fair value measurements and disclosure guidance. On January 13, 2016 we entered into an agreement to sublease our excess space located in Redwood City. By the end of February we removed all equipment, furniture and fixtures being stored in this excess space and ceased use of this space. The fair value of the cease-use liability was calculated using the remaining lease payments, offset by future sub-lease payments, offset by deferred rent amortization, and discounted to present value using our current cost of capital of 20% . These inputs are considered Level 3 inputs under the fair value measurements and disclosure guidance. During the periods presented, the Company has not changed the manner in which it values liabilities that are measured at fair value using Level 3 inputs. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the periods presented. The following table sets forth a summary of the changes in the fair value of the Company’s Level 1 and Level 3 financial instruments, which are treated as liabilities, as follows: Series A Warrant Series B Warrant Series C Warrant Number of Warrants Liability Number of Warrants Liability Number of Warrants Liability Balance at December 31, 2015 2,425,605 $ 1,212,803 116,580 $ 865,000 590,415 $ 462,437 Change in value of Series A Warrants — (1,018,755 ) — — — — De-recognition of Series B Warrant liability upon cashless exercise of warrants (485,202 shares issued) — — (102,300 ) (593,584 ) — — De-recognition of Series B Warrant liability upon expiration — — (14,280 ) — — — Change in value of Series B Warrants — — — (271,416 ) — — Change in value of Series C Warrants — — — — — (376,947 ) Balance at December 31, 2016 2,425,605 $ 194,048 — $ — 590,415 $ 85,490 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consisted of the following: December 31, 2016 December 31, 2015 Furniture and fixtures $ 182,257 $ 236,366 Computer hardware 66,810 52,112 Leasehold improvements 12,849 9,117 261,916 297,595 Less accumulated depreciation and amortization (159,356 ) (211,850 ) Total $ 102,560 $ 85,745 Depreciation expense was $32,298 and $67,415 for the fiscal years ended December 31, 2016 and December 31, 2015, respectively. |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Text Block [Abstract] | |
Warrant Liabilities | Warrant Liabilities Warrants terms The Company has issued Series A Warrants, Series B Warrants and Series C Warrants (the “Warrants”). The Company’s Series A, Series B and Series C Warrants contain standard anti-dilution provisions for stock dividends, stock splits, subdivisions, combinations and similar types of recapitalization events. They also contain a cashless exercise feature that provides for their net share settlement at the option of the holder in the event that there is no effective registration statement covering the continuous offer and sale of the warrants and underlying shares. The Company is required to comply with certain requirement to cause or maintain the effectiveness of a registration statement for the offer and sale of these securities. The Warrant contracts further provide for the payment of liquidated damages at an amount per month equal to 1% of the aggregate VWAP of the shares into which each Warrant is convertible into in the event that the Company is unable to maintain the effectiveness of a registration statement as described herein. The Company evaluated the registration payment arrangement stipulated in the terms of these securities and determined that it is probable that the Company will maintain an effective registration statement and has therefore not allocated any portion of the IPO or Private Transaction proceeds to the registration payment arrangement. The Warrants also contain a fundamental transactions provision that permits their settlement in cash at fair value at the option of the holder upon the occurrence of a change in control. Such change in control events include tender offers or hostile takeovers, which are not within the sole control of the Company as the issuer of these warrants. Accordingly, the warrants are considered to have a cash settlement feature that precludes their classification as equity instruments. Settlement at fair value upon the occurrence of a fundamental transaction would be computed using the Black Scholes Option Pricing Model, which is equivalent to fair value computed using the Binomial Lattice Option Model. Accounting Treatment The Company accounts for the Warrants in accordance with the guidance in ASC 815 Derivatives and Hedging . As indicated above, the Company may be obligated to settle Warrants in cash in the case of a Fundamental Transaction. The Company classified the Warrants, with a term greater than one year, as long term liabilities at their fair value and will re-measure the warrants at each balance sheet date until they are exercised or expire. Any change in the fair value is recognized as other income (expense) in the Company’s statement of operations. The Series B Warrant liability was classified as a current liability in the year ended December 31, 2015, as the Warrants were set to expire on February 12, 2016. Under ASC 815-40-35, the Company adopted a sequencing policy that reclassifies contracts, with the exception of stock options, from equity to assets or liabilities for those with the latest inception date first. Future issuance of securities will be evaluated as to reclassification as a liability under our sequencing policy of latest inception date first until either all of the Series B Warrants are settled or expire. The Series B Warrants expired on February 12, 2016. Series A Wa rrants The Company has issued 2,449,605 Series A Warrants to purchase shares of its common stock at an exercise price of $6.50 per share in connection with the unit offering offered in the Company's initial public offering ("IPO") in November 2014. The Series A Warrants are exercisable at any time prior to the expiration of the five -year term on November 12, 2019. Upon the completion of the IPO, the Series A Warrants started trading on the NASDAQ under the symbol CAPNW. As the Series A Warrants are publicly traded, the Company uses the closing price on the measurement date to determine the fair value of these the Series A Warrants. Since their issuance, a total of 24,000 Series A Warrants have been exercised. As of December 31, 2016, the fair value of the 2,425,605 outstanding Series A Warrants was approximately $194 thousand , and the decrease of $1 million in fair value during the year ended December 31, 2016 was recorded as other income in the statement of operations. Series B Warrants The Company issued 2,449,605 Series B Warrants to purchase shares of its common stock at an exercise price of $6.50 per share in connection with the IPO. Between January 1, 2016 and the expiration date of the Series B Warrants of February 12, 2016, certain holders of Series B warrants cashless exercised a total of 102,300 Series B Warrants resulting in the issuance of 485,202 shares of common stock and the derecognition of approximately $593 thousand in Series B Warrant liability. The remaining Series B Warrant liability was reduced to zero upon expiration resulting in the recording of $272 thousand in other income in the statement of operations. The remaining Series B Warrants expired unexercised on February 12, 2016. As of February 12, 2016 and December 31, 2015 the Company used a Monte Carlo simulation to calculate the fair value of its Series B Warrant liability. This model is dependent upon several variables such as the warrant’s term, exercise price, current stock price, risk-free interest rate estimated over the contractual term, estimated volatility of our stock over the term of the warrant and the estimated market price of our stock during the cashless exercise period. The risk-free rate is based on U.S. Treasury securities with similar maturities as the expected terms of the warrants. The volatility is estimated based on blending the volatility rates for a number of similar publicly-traded companies. The Company used the following inputs: February 12, December 31, Volatility 90 % 90 % Expected Term (years) 0.00 0.12 Expected dividend yield — % — % Risk-free rate 0.65 % 0.65 % In addition to the assumptions above, the Company’s estimated fair value of the Series B Warrant liability is calculated using other key assumptions. Management, with the assistance of an independent valuation firm, makes these subjective determinations based on available current information; however, as such information changes, so might management’s determinations and such changes could have a material impact on future operating results. Series C Warrants On March 5, 2015, the Company entered into separate agreements with certain Series B Warrant holders, who agreed to exercise their Series B Warrants to purchase an aggregate of 589,510 shares of the Company’s common stock at an exercise price of $6.50 per share, resulting in the de-recognition of $6.7 million of Series B Warrant liability and gross proceeds to the Company of approximately $3.8 million based on the exercise price of the Series B Warrants. In connection with this exercise of the Series B Warrants, the Company issued to each investor who exercised Series B Warrants, new Series C Warrants for the number of shares of the Company’s common stock underlying the Series B Warrants that were exercised. Each Series C Warrant is exercisable at $6.25 per share and will expire on March 5, 2020 . In April 2015, the Company issued a tender offer to the remaining holders of Series B Warrants to induce the holders to cash exercise the outstanding Series B Warrants in exchange for new Series C Warrants with an exercise price of $6.25 per share that expire on March 5, 2020 . The tender offer was extended to Series B Warrant holders under a registration statement filed with the SEC on Form S-4, which was declared effective on June 25, 2015 and expired on July 24, 2015 . During July 2015, certain Series B Warrant holder(s) tendered their Series B Warrants under the tender offer, which resulted in the issuance of 905 shares of the Company's common stock, the issuance of 905 Series C Warrants and proceeds to the Company of $5,882 . The Series C Warrants are exercisable into 590,415 shares of the Company’s common stock. As of December 31, 2016, the fair value of the Series C Warrants was determined to be $85,490 . The decline in the fair value of the Series C Warrants of $376,947 in the year ended December 31, 2016 was recorded as other income in the consolidated statement of operations. The Company has calculated the fair value of the Series C Warrants using a Black-Scholes pricing model, which is equivalent to the fair value computed using the Binomial Lattice Option Model. The Black-Scholes pricing model requires the input of highly subjective assumptions including the expected stock price volatility. The Company used the following inputs: December 31, December 31, Volatility 90 % 90 % Expected Term (years) 3.17 4.17 Expected dividend yield — % — % Risk-free rate 1.51 % 1.76 % |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Facility Leases On July 1, 2015 the Company executed a new four year non-cancelable operating lease agreement for 8,171 square feet of office space for its headquarters facility. The lease agreement provides for monthly lease payments of $23,300 beginning in September of 2015, with increases in the following three years. An additional 5,265 square feet of office space became part of the new lease agreement on March 1, 2016. The Company leases office space under a non-cancelable operating lease agreement which was set to expire in May 2015. On February 2, 2015, the Company signed an amendment to its lease agreement, extending the lease through June 2018. The amendment provides for monthly lease payments of $22,000 beginning in June 2015, with increases in the following two years. The Company subleased this facility in January 2016. The Company also leases approximately 2,100 square feet for its operations in Ivyland, Pennsylvania under a month-to-month lease. Minimum rental commitments under all noncancelable leases with an initial term in excess of one year as of December 31, 2016 were as follows: Year ending December 31: Operating Leases 2017 750,118 2018 629,923 2019 334,747 Total $ 1,714,788 The table above does not consider the impact of lease payments the Company will receive under the sublease executed in January 2016. Rent expense was $595,000 and $375,000 during the years ended December 31, 2016 and 2015, respectively. Contingencies In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but have not yet been made. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. In connection with the acquisition of the assets of NeoForce, the Company agreed to pay the former NeoForce shareholder an annual royalty payment for a period of 36 months. The agreement to pay the annual royalty resulted in the recognition of a contingent consideration, which is recognized at the inception of the transaction, and subsequent changes to estimate of the amounts of contingent consideration to be paid will be recognized as charges or credits in the statement of operations. The fair value of the contingent consideration is based on preliminary cash flow projections, growth in expected product sales and other assumptions. Based on the assumptions, the fair value of the Royalty was determined to be $153,000 at the date of acquisition (see Note 11). As of December 31, 2016, the Company updated the cash flow and revenue projections. Based on the updated assumptions, the fair value of the net unpaid Royalty was determined to be $136,000 . As a result, the Company recognized $15,000 of general and administrative expense in the statement of operations. On February 28, 2017, the Company settled the Lawsuit (see Note 14) by agreeing to provide supplemental disclosures and pay $175,000 in attorney's fees. This amount was recorded as a current liability on the balance sheet as of December 31, 2016 and recognized as general and administrative expense in the statement of operations for the year ended December 31, 2016. The stipulation of dismissal was approved by the court on April 14, 2017, and we expect to pay the $175,000 in attorney's fees within 30 days from the date of the order. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stockholders' Equity | Stockholders' Equity Convertible Preferred Stock The Company is authorized to issue 10,000,000 shares of Preferred Stock. The Company issued a total of 10,000 Series A Convertible Preferred Stock under the 2015 Sabby Purchase Agreement, with a par value of $0.001 and a stated value of $1,000 per share. The Series A Convertible Preferred Stock did not have an expiration date and were not redeemable at the option of the holders. During the three months ended March 31, 2016 and June 30, 2016 the holders of the Series A Convertible Preferred Stock converted 1,665 and 555 , respectively, shares of Series A Convertible Preferred Stock resulting in the issuance of 900,000 and 300,000 shares of common stock, respectively. Under the 2016 Sabby Purchase Agreement, the remaining 7,780 shares of Series A Convertible Preferred Stock were repurchased. The Company has issued a total of 13,780 Series B Convertible Preferred Stock under the 2016 Sabby Purchase Agreement, with a par value of $0.001 and a stated value of $1,000 per share (see Note 2). During the year ended December 31, 2016, the holders of the Series B Convertible Preferred Stock converted 1,000 shares of the Series B Convertible Preferred Stock resulting in the issuance of 1,000,000 shares of common stock. Under the terms of the Series B Convertible Preferred Stock, in no event shall shares of Common stock be issued to Sabby upon conversion of the Series B Convertible Preferred Stock to the extent such issuance of shares of common stock would result in Sabby having ownership in excess of 4.99% . The Series B Convertible Preferred Stock do not have an expiration date and are not redeemable at the option of the holders. In connection with each close of the Series B Convertible Preferred Stock, the Company was obligated to repurchase the remaining outstanding Series A Convertible Preferred Stock at the original issuance price. In addition, the exercise price of the existing Series D Warrants originally issued in conjunction with the 2015 Sabby Purchase Agreement was reduced from $2.46 to $1.75 per share on the effective date of the 2016 Sabby Purchase Agreement. The Company has recognized the repurchase of the Series A Convertible Preferred Stock as an extinguishment of the Series A Convertible Preferred Stock. The Company compared the fair value of the Series B Convertible Preferred Stock immediately after the two close dates under the 2016 Sabby Purchase Agreement to the carrying value of the Series A Convertible Preferred Stock immediately prior to the two close dates under the 2016 Sabby Purchase Agreement. The Company recorded the excess of the aggregate fair value of the Series B Convertible Preferred Stock, $3.4 million , as a loss on extinguishment. In addition, the Company estimated the effect of modifying the exercise price on the existing Series D warrants to be $ 203 thousand . The Company therefore recorded a total of $3.7 million extinguishment loss to net loss applicable to common stockholders. Stock Option Plan The Company has adopted the 1999 Incentive Stock Plan, the 2010 Equity Incentive Plan, and the 2014 Equity Incentive Plan (together, the Plans). The 1999 Incentive Stock Plan expired in 2009, and the 2010 Equity Incentive Plan has been closed to new issuances. Therefore, the Company may issue options to purchase shares of common stock to employees, directors, and consultants only under the 2014 Equity Incentive Plan. Options granted under the 2014 Plan may be incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). ISOs may be granted only to Company employees and directors. NSOs may be granted to employees, directors, advisors, and consultants. The Board of Directors has the authority to determine to whom options will be granted, the number of options, the term, and the exercise price. Options are to be granted at an exercise price not less than fair value for an ISO or 85% of fair value for an NSO. For individuals holding more than 10% of the voting rights of all classes of stock, the exercise price of an option will not be less than 110% of fair value. The vesting period is normally monthly over a period of 4 years from the vesting date. The contractual term of an option is no longer than five years for ISOs for which the grantee owns greater than 10% of the voting power of all classes of stock and no longer than ten years for all other options. The Company recognized stock-based compensation expense related to options granted to employees for the fiscal years ended December 31, 2016 and 2015 of $871,270 and $942,369 , respectively. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the statements of operations for stock-based compensation arrangements as of December 31, 2016 and December 31, 2015. Stock compensation expense was allocated between departments as follows; Year ended December 31, 2016 December 31, 2015 Research & Development $ 165,154 $ 148,948 Sales & Marketing 30,418 62,533 General & Administrative 675,698 730,888 Total $ 871,270 $ 942,369 The Company granted options to purchase 1,339,259 and 955,713 of the Company’s common stock in 2016 and 2015. The fair value of each award granted was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions for the year ended December 31, 2016: Year Ended December 31, 2016 December 31, 2015 Expected life (years) 6.1 6.1 Risk-free interest rate 1.3% - 1.7% 1.6%-1.7% Volatility 65% - 73% 56% - 66% Dividend rate —% —% The Black-Scholes option-pricing model requires the use of highly subjective assumptions to estimate the fair value of stock-based awards. These assumptions include: • Expected volatility: The estimated volatility rate based on a peer index of common stock of comparable companies in the Company's industry. • Expected term: The expected life of stock options represents the average of the contractual term of the options and the weighted-average vesting period, as permitted under the simplified method. The Company has elected to use the simplified method, as the Company does not have enough historical exercise experience to provide a reasonable basis upon which to estimate the expected term and the stock option grants are considered “plain vanilla” options. • Risk-free rate: The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected time to liquidity. • Expected dividend yield: The Company has never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero. The following table summarizes stock option transactions for the years ended December 31, 2016 and 2015 as issued under the Plans: Shares Available for Grant Number of Options Outstanding Weighted-Average Exercise Price per Share Weighted Average Remaining Contractual Term (in years) Balance at December 31, 2014 606,061 1,072,011 $ 6.34 Additional shares authorized 270,764 — — Options granted (955,713 ) 955,713 3.08 Options exercised (83,848 ) 3.50 Options canceled/forfeited 85,037 (85,037 ) 5.03 Balance at December 31, 2015 6,149 1,858,839 4.82 8.75 Additional shares authorized 560,717 — — Amendment to plan to authorize additional shares 1,500,000 — — Options granted (1,339,259 ) 1,339,259 1.36 Options exercised — (58,419 ) 1.20 Options canceled/forfeited 231,249 (231,249 ) 3.09 Balance at December 31, 2016 958,856 2,908,430 $ 3.42 8.48 Options vested at December 31, 2016 — 1,450,033 $ 4.12 8.13 Options vested and expected to vest at December 31, 2016 — 2,908,430 $ 3.42 8.48 The weighted-average grant date fair value of employee options granted was $1.66 and $0.81 per share for the year ended December 31, 2016 and December 31, 2015, respectively. At December 31, 2016 total unrecognized employee stock-based compensation was $1,553,427 , which is expected to be recognized over the weighted-average remaining vesting period of 2.7 years. As of December 31, 2016, the outstanding stock options had an intrinsic value of zero . The fair value of an equity award granted to a non-employee generally is determined in the same manner as an equity award granted to an employee. In most cases, the fair value of the equity securities granted is more reliably determinable than the fair value of the goods or services received. Stock-based compensation related to its grant of options to non-employees has not been material to date. In June 2016, the Company granted 55,000 NSOs to sales representatives of Bemes, Inc. Of the 55,000 options granted, 27,499 options with a fair value of $26,355 vested immediately upon grant. Accelerated vesting of the remaining options were contingent on the satisfaction of certain performance requirements, that were not met. Regardless of not achieving accelerated vesting, the remaining options have a one year cliff vesting. As a result, the Company recognized $13,502 in expense for the remaining options during 2016, which will vest during the first quarter of 2017. Total expense for the two groups of options reflects the fair value of the Company's common stock on the applicable vesting commencement dates. 2014 Employee Stock Purchase Plan Our board of directors and stockholders have adopted the 2014 Employee Stock Purchase Plan, or the ESPP. The ESPP has become effective, and our board of directors will implement commencement of offers thereunder in its discretion. A total of 139,839 shares of our common stock has been made available for sale under the ESPP. In addition, our ESPP provides for annual increases in the number of shares available for issuance under the plan on the first day of each year beginning in the year following the initial date that our board of directors authorizes commencement, equal to the least of: • 1.0% of the outstanding shares of our common stock on the first day of such year; 279,680 shares; or • such amount as determined by our board of directors. As of December 31, 2016 there were no purchases by employees under this plan. Series D Warrants The Company has issued 1,280,324 Series D Warrants, with an exercise price of $2.46 and a term of five years expiring on October 15, 2020. The Company’s Series D Warrants contain standard anti-dilution provisions for stock dividends, stock splits, subdivisions, combinations and similar types of recapitalization events. They also contain a cashless exercise feature that provides for their net share settlement at the option of the holder in the event that there is no effective registration statement covering the continuous offer and sale of the warrants and underlying shares. The Company is required to comply with certain requirement to cause or maintain the effectiveness of a registration statement for the offer and sale of these securities. The Series D Warrant agreement further provides for the payment of liquidated damages at an amount per month equal to 1% of the aggregate VWAP of the shares into which each Series D Warrant is convertible into in the event that the Company is unable to maintain the effectiveness of a registration statement as described herein. The Company evaluated the registration payment arrangement stipulated in the terms of this securities agreement and determined that it is probable that the Company will maintain an effective registration statement and has therefore not allocated any portion of the proceeds to the registration payment arrangement. The Series D Warrant agreement specifically provides that under no circumstances will the Company be required to settle any Series D Warrant exercise for cash, whether by net settlement or otherwise. Accounting Treatment The Company accounts for the Series D Warrants in accordance with the guidance in ASC 815 Derivatives and Hedging . As indicated above, the Company is not required under any circumstance to settle any Series D Warrant exercise for cash. The Company has therefore classified the value of the Series D Warrants as permanent equity. Other common stock Warrants As of December 31, 2016, the Company had 480,147 common stock warrants outstanding from the 2010/2012 convertible notes, with an exercise price of $4.87 and a term of 10 years expiring in November 2024. During the year ended December 31, 2015, 43,720 common stock warrants were cashless exercised resulting in the issuance of 13,407 shares of the Company’s common stock. The Company also has outstanding 9,259 common stock warrants issued in 2009, with an exercise price of $21.60 and a term of 10 years, expiring in January 2019 and 82,500 common stock warrants issued to the underwriter in our IPO, with an exercise price of $7.14 and a term of 10 years, expiring in November 2024. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Due to net losses in 2016 and 2015, the Company had no material current, deferred, or total income tax expense in the years ended December 31, 2016 and 2015. The geographical distribution of income (loss) before income taxes are summarized below: December 31, 2016 2015 United States $ (11,807,891 ) $ (11,908,546 ) Foreign (235,623 ) — Total $ (12,043,514 ) $ (11,908,546 ) A reconciliation of income tax expense with amounts determined by applying the statutory U.S. federal income tax rate to income before income taxes is as follows: December 31, 2016 2015 Tax on the loss before income tax expense computed at the federal statutory rate of 34% $ (4,094,922 ) $ (5,408,551 ) State tax (benefit) at statutory rate, net of federal benefit (266,258 ) (928,107 ) Foreign Rate Differential 35,343 — Change in Valuation Allowance 4,260,571 4,199,154 Change in research and development credits (129,974 ) (60,991 ) Stock Based Compensation - ISO 323,537 — Change in fair value of warrants (619,067 ) 1,493,215 Change in state tax rate 345,172 — Other 167,298 705,280 Provision for deferred taxes $ 21,700 $ — Effective income tax rate — % — % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows at December 31, 2016 and 2015: December 31, 2016 2015 Non-Current Deferred Tax Assets: Reserves and accruals $ 212,479 $ 287,850 Net Operating Loss Carryforwards 30,291,080 26,174,912 Research and development credits 1,580,253 1,381,296 Intangible Assets (68,894 ) (74,113 ) Fixed Assets 2,978 9,080 Total Non-Current Deferred Tax Assets 32,017,896 27,779,025 Valuation Allowance (32,039,596 ) (27,779,025 ) Net Deferred Tax Liability $ (21,700 ) $ — The Company has recorded a full valuation allowance against its net deferred tax assets as it believes that it is more likely than not that such assets will not be realized. The valuation allowance increased by $4,260,571 from December 31, 2015 to December 31, 2016 primarily due to the generation of current year net operating losses and research and development credits claimed. As of December 31, 2016, the Company had $80 million of federal, $52 million of state and $235 thousand of United Kingdom net operating losses available to offset future taxable income. The federal net operating loss carryforwards begins to expire in 2019, the state net operating loss carryforwards will begin to expire in 2017 and the foreign net operating loss carryforward can be carried forward indefinitely. As of December 31, 2016, the Company also had $1.5 million of federal and $1.2 million of state research and development credit carryforwards. The federal research and development credit carryforward begins to expire in 2024 and the state research and development credit can be carried forward indefinitely. In addition, the Company has determined that the use of net operating loss and tax credit carryforwards will be limited under Section 382 of the Internal Revenue Code, as a result of the changes in the stock ownership of the Company during the year ended December 31, 2016. United States taxes and foreign withholding taxes have not been provided on undistributed earnings for non-United States subsidiaries as of December 31, 2016, as the earnings, if any, are intended to be indefinitely reinvested. The following tables summarize the activities of gross unrecognized tax benefits: December 31, 2016 2015 Beginning balance 691,697 673,247 Increase related to prior year tax positions — — Decreases related to prior year tax positions 35,804 (13,207 ) Increase related to current year tax positions 67,461 31,657 Decreases related to current year tax positions — — Ending Balance $ 794,962 $ 691,697 The amount of unrecognized tax benefits that would impact the effective tax rate were approximately none and none as of December 31, 2016 and December 31, 2015, respectively. As of December 31, 2016, $794,962 of unrecognized tax benefits would be offset by a change in valuation allowance. The Company files income tax returns in the U.S. federal jurisdiction, certain state jurisdictions and the United Kingdom. In the normal course of business, the Company is subject to examination by federal, state,local and foreign jurisdictions, where applicable. In the U.S federal jurisdiction, tax years 1999 forward remain open to examination, in the state tax jurisdiction, years 2005 forward remain open to examination and in the foreign jurisdiction 2015 remain open to examination. The Company is currently not under audit by any federal, state or local jurisdiction. The Company uses the “more likely than not” criterion for recognizing the tax benefit of uncertain tax positions and to establish measurement criteria for income tax benefits. The Company has determined it has no material unrecognized assets or liabilities related to uncertain tax positions as of December 31, 2016. The Company does not anticipate any significant changes in such uncertainties and judgments during the next 12 months. In the event the Company should need to recognize interest and penalties related to unrecognized tax liabilities, this amount will be recorded as a component of other expense. |
Net loss per share
Net loss per share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net loss per share | Net loss per share Basic net loss per share is computed by dividing net loss by the weighted-average number of common stock actually outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common stock outstanding and dilutive potential common stock that would be issued upon the exercise of common stock warrants and options. For the year ended December 31, 2016 and 2015, the effect of issuing the potential common stock is anti-dilutive due to the net losses in those periods and the number of shares used to compute basic and diluted earnings per share are the same in each of those periods. The following potentially dilutive securities outstanding have been excluded from the computations of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported (in common stock equivalent shares): As of December 31, 2016 2015 Convertible preferred stock 12,780,000 2,462,162 Warrants issued to 2010/2012 convertible note holders to purchase common stock 480,147 480,147 Options to purchase common stock 2,908,430 1,858,839 Warrants issued in 2009 to purchase common stock 9,259 9,259 Warrants issued to underwriter to purchase common stock 82,500 82,500 Series A warrants to purchase common stock 2,425,605 2,425,605 Series B warrants to purchase common stock — 116,580 Series C warrants to purchase common stock 590,415 590,415 Series D warrants to purchase common stock 2,930,812 1,280,324 |
NeoForce Group, Inc. Acquisitio
NeoForce Group, Inc. Acquisition | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
NeoForce Group, Inc. Acquisition | NeoForce Group, Inc. Acquisition On September 8, 2015, the Company through its wholly owned subsidiary Neoforce, Inc ("NFI"), acquired substantially all of the assets of NeoForce in exchange for an upfront cash payment of $1.0 million . In addition, the Company agreed to pay the former NeoForce shareholder an annual royalty payment for a period of 36 months (“Royalty”) in the low single digits based on net sales of NeoForce products that were acquired by the Company. As of December 31, 2016, the Company recorded $11,142 of Royalty payable. The acquisition of NeoForce strengthens the Company’s commitment to leveraging technology to address unmet needs in neonatology, which is a high growth segment in the healthcare business. The Company plans to leverage the expertise and hospital relationships of NeoForce to accelerate the adoption of CoSense. The transaction has been accounted for as a business combination under the acquisition method of accounting. Accordingly, the tangible assets and identifiable intangible assets acquired and liabilities assumed have been recorded at fair value, with the remaining purchase price recorded as goodwill. The fair values of current assets and liabilities approximated their book value. The fair values of acquired assets and liabilities are based on preliminary cash flow projections and other assumptions. The fair values of acquired intangible assets were determined using several significant unobservable inputs for projected cash flows and a discount rate. These inputs are considered Level 3 inputs under the fair value measurements and disclosure guidance. The agreement to pay the annual Royalty resulted in the recognition of a contingent consideration, which is recognized at the inception of the transaction, and subsequent changes to estimate of the amounts of contingent consideration to be paid will be recognized as charges or credits in the statement of operations. The fair value of the contingent consideration is based on preliminary cash flow projections, growth in expected product sales and other assumptions. Based on the assumptions, the fair value of the Royalty was determined to be $153,000 at the date of acquisition and at December 31, 2015. The fair value of the royalty was determined by applying the income approach, using several significant unobservable inputs for projected cash flows and a discount rate of 20% commensurate with the Company’s cost of capital and expectation of the revenue growth for products at their life cycle stage. These inputs are considered Level 3 inputs under the fair value measurements and disclosure guidance. The aggregate purchase price consideration was as follows: Cash consideration $ 1,000,000 Fair value of contingent consideration 153,000 Total purchase price consideration $ 1,153,000 The fair values of assets acquired at the transaction date are summarized below: Net tangible assets acquired $ 39,377 Customer contracts 259,730 Patents 135,890 Goodwill 718,003 Net Assets Acquired $ 1,153,000 Net tangible assets acquired consisted primarily of equipment, furniture and fixtures. Goodwill is an unidentifiable asset and, as such, can only be measured as a residual. A significant component of the NeoForce goodwill, which did not meet the criteria for separate recognition as an intangible asset was a skilled and assembled workforce. The founder of NeoForce, who became the General Manager of Neonatology at the Company, brings 25 years of medical device sales, operations and product development experience at neonatology focused companies. The Company plans to use his expertise and broad relationships with top tier hospitals across the United States to accelerate the adoption of CoSense. The Company also expects to achieve synergies in the areas of accounting, informational technology, sales & marketing and other general administration expenses through the combination. Pro Forma Financial Information (Unaudited) The following table presents the unaudited pro forma results of Capnia, Inc. (including the operations of Neoforce) for the year ended December 31, 2015. The unaudited pro forma financial information combines the results of operations of Capnia and NeoForce as though the companies had been combined as of the beginning of the fiscal period presented. As of September 8, 2015, the date of the acquisition, the results of NFI have been combined with Capnia as a wholly-owned subsidiary. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the consolidated results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2015. In addition, the unaudited pro forma financial information does not attempt to project the future consolidated results of operations. December 31, 2015 Pro forma total revenues $ 1,168,846 Pro forma net loss $ (16,002,126 ) Pro forma net loss per share – basic and diluted $ (1.70 ) Pro forma weighted-average shares-basic and diluted 9,425,880 The unaudited pro forma financial information above reflects the following: • the increase of amortization expense of $53,000 in the year ended December 31, 2015 related to the estimated fair value of intangible assets from the purchase price allocation which are being amortized over their estimated useful lives through 2028. The change in depreciation expense related to the change in estimated fair value of property and equipment from the book value at the time of the acquisition was not material. For the year ended December 31, 2015, NFI revenue and net income included in the Company’s Consolidated Statement of Operations and Net Loss were $279,000 and $76,000 , respectively. |
Compensation Plan for Board Mem
Compensation Plan for Board Members | 12 Months Ended |
Dec. 31, 2016 | |
Compensation Related Costs [Abstract] | |
Compensation Plan for Board Members | Compensation Plan for Board Members The Compensation Committee of the Board of Directors of the Company recommended and the Board approved a new compensation plan for the payment of quarterly Board fees. At the election of each Board member, beginning with the third quarter of 2016, they had the option to either receive cash payments or to be paid in common stock of the Company. For the third quarter of 2016, two of the Board members elected to be paid in common stock of the Company resulting in the issuance of 25,422 shares of common stock. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Defined Contribution Plan | Defined Contribution Plan The Company sponsors a 401(k) Plan, which stipulates that eligible employees can elect to contribute to the 401(k) Plan, subject to certain limitations of eligible compensation. The Company may match employee contributions in amounts to be determined at the Company’s sole discretion. To date, the Company has not made any matching contributions. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On December 22, 2016, the Company entered into the Merger Agreement with Essentialis. Consummation of the merger was subject to various closing conditions, including the Company's consummation of a financing of at least $8 million at, or substantially contemporaneous with, the closing of the Merger and the receipt of stockholder approval of the Merger at a special meeting of stockholders. On March 6, 2017, the Company held a special shareholder meeting and received approval for issuance of the merger shares under the Merger Agreement with Essentialis, issuance of the shares of common stock for the $8 million of concurrent financing and issuance of the shares of common Stock for the $2 million investment by Aspire Capital. On March 7, 2017, the Company completed the merger with Essentialis and issued 18,916,940 shares of common stock to shareholders of Essentialis. The Company held back 913,379 shares of common stock as partial recourse to satisfy indemnification claims, and such shares will be issued to Essentialis stockholders on the 1 year anniversary of the closing of the merger. The Company is also obligated to issue an additional 4,566,948 shares of common stock to Essentialis stockholders upon the achievement of a development milestone. Assuming that we issues all of the shares of our common stock held back and the development milestone is achieved, we would issue a total of 24,397,267 shares of common stock to Essentialis stockholders. Additionally, upon the achievement of certain commercial milestones associated with the sale of Essentialis’ product in accordance with the terms of the Merger Agreement, we are obligated to make cash earnout payments of up to a maximum of $30 million to Essentialis stockholders. The merger consideration described above will be reduced by any such shares of common stock issuable, or cash earnout payments payable, to Essentialis’ management carve-out plan participants and other service providers of Essentialis, in each case, in accordance with the terms of the Merger Agreement. In addition, the Company issued 8,333,333 shares of common stock for an investment of $8 million from the completion of the concurrent financing and issued 2,083,333 shares of common stock for an investment of $2 million from Aspire Capital. On February 28, 2017, in regards to the Lawsuit mentioned below, the Company agreed to provide supplemental disclosures and pay $175,000 in attorney's fees. This amount was accrued as a current liability on the balance sheet as of December 31, 2016 and recorded as a general and administrative expense on the statement of operations for the year ended December 31, 2016. On February 16, 2017, the Lawsuit captioned Garfield v. Capnia, Inc., et al. , Case No. C17-00284 was filed in Superior Court of the State of California, County of Contra Costa against the Company and certain of its officers and directors. The Lawsuit alleged, generally, that the Company's directors breached their fiduciary duties to the Company's stockholders by seeking to sell control of the Company through an allegedly defective process, and on unfair terms. The Lawsuit also alleged that defendants failed to disclose all material facts concerning the proposed merger with Essentialis to stockholders. The Lawsuit sought, among other things, equitable relief that would have enjoined the consummation of the proposed merger, compensatory and/or rescissory damages, and attorneys' fees and costs. On February 28, 2017, the Company settled the Lawsuit by making certain supplemental disclosures in a Current Report on Form 8-K filed with the SEC on February 28, 2017 in connection with plaintiff's agreement to voluntarily dismiss plaintiff's claims in the Lawsuit. The Company also agreed to pay $175,000 in attorney’s fees. The stipulation of dismissal was approved by the court on April 14, 2017. On January 4th, 10th, 12th and 18th of January 2017, the two funds managed by Sabby converted an aggregate of 601 shares of their Series B Convertible Stock into 601,000 shares of common stock. On January 27, 2017, the Company entered into the 2017 Aspire Purchase Agreement with Aspire Capital Fund, LLC, which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $17.0 million in value of shares of our common stock over the 30 -month term of the purchase agreement. The Company issued Aspire Capital 708,333 shares of common stock as commitment shares under the 2017 Aspire Purchase Agreement. Further, on the date of the closing of the financing, as defined in the Merger Agreement, the Company sold to Aspire Capital, and Aspire Capital purchased from the Company an aggregate of $2.0 million of the Company’s common stock. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of expenses in the financial statements and accompanying notes. Actual results could differ from those estimates. Key estimates included in the financial statements include the valuation of deferred income tax assets, the valuation of financial instruments, stock-based compensation, value and life of acquired intangibles, and allowances for accounts receivable and inventory. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents at two commercial banks that management believes are of high credit quality. Cash and cash equivalents deposited with these commercial banks exceeded the Federal Deposit Insurance Corporation insurable limit at December 31, 2016 and December 31, 2015. The Company expects this to continue. |
Segments | Segments The Company operates in one segment. Management uses one measurement of profitability and does not segregate its business for internal reporting, making operating decisions, and assessing financial performance. All long-lived assets are maintained in the United States of America. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments, including its money market fund, purchased with an original maturity of three months or less to be cash equivalents. The Company’s cash and cash equivalents are held in institutions in the U.S. and the U.K. and include deposits in a money market fund which was unrestricted as to withdrawal or use. |
Accounts Receivable | Accounts Receivable Accounts receivable as of December 31, 2016 consist of balances due from customers in the normal course of business. The Company did not record an allowance for doubtful accounts as this balance was deemed fully collectible. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of payments primarily related to insurance and short-term deposits. Prepaid expenses are initially recorded upon payment and are expensed as goods or services are received. |
Inventory | Inventory Inventory as of December 31, 2016 consisted of raw materials to be used in the assembly of our products. As of December 31, 2016, the Company’s inventory includes approximately $382 thousand of raw material, $101 thousand of work-in-process and $177 thousand of finished goods. Inventory is stated at the lower of cost or market under the first-in, first-out (FIFO) method. |
Intangible Assets | Intangible Assets Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives, which range in term from 5 to 12 years. The useful life of the intangible asset is evaluated each reporting period to determine whether events and circumstances warrant a revision to the remaining useful life. |
Business Combinations | Business Combinations For business combinations the Company utilizes the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. These standards require that the total cost of an acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition. The allocation of the purchase price is dependent upon certain valuations and other studies. Acquisition costs are expensed as incurred. The Company recognizes separately from goodwill the fair value of assets acquired and the liabilities assumed. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the acquisition date fair values of the assets acquired and liabilities assumed. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may retroactively record adjustments to the fair value of the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost net of accumulated depreciation and amortization calculated using the straight-line method over the estimated useful lives of the assets, generally between three and five years. Leasehold improvements are amortized on a straight-line basis over the lesser of their useful life or the remaining term of the lease. Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in operations in the period realized. |
Long-Lived Assets | Long-Lived Assets The Company reviews its long-lived assets for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company evaluates assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the asset. If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value. |
Goodwill | Goodwill The Company tests its goodwill for impairment annually, or whenever events or changes in circumstances indicate an impairment may have occurred, by comparing its reporting unit’s carrying value to its implied fair value. Impairment may result from, among other things, deterioration in the performance of the acquired business, adverse market conditions, adverse changes in applicable laws or regulations and a variety of other circumstances. If the Company determines that an impairment has occurred, it is required to record a write-down of the carrying value and charge the impairment as an operating expense in the period the determination is made. In evaluating the recoverability of the carrying value of goodwill the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the acquired assets. Changes in strategy or market conditions could significantly impact those judgments in the future and require an adjustment to the recorded balances. The Company did not perform the qualitative assessment, but made its determination using the quantitative approach for goodwill impairment. Using the quantitative approach, the Company determined that there was no impairment of goodwill for the year ended December 31, 2016. |
Revenue Recognition | Revenue Recognition The Company began recognizing sales of CoSense during the year ended December 31, 2015. In addition, the Company began recognizing sales of NFI pulmonary resuscitation products after the acquisition of Neoforce's assets in September 2015. The Company recognizes revenue when all of the following criteria are met: • persuasive evidence of an arrangement exists; • the sales price is fixed or determinable; • collection of the relevant receivable is probable at the time of sale; and • delivery has occurred or services have been rendered. For a majority of sales, where the Company delivers its product to hospitals or medical facilities, the Company recognizes revenue upon delivery, which represents satisfaction of the required revenue recognition criteria. The Company does not offer rights of return or price protection and it has no post-delivery obligations. The Company offers a limited one-year warranty to most customers. Estimated warranty obligations are recorded at the time of sale and to date, warranty costs have been insignificant. The Company also recognized revenue related to a government grant awarded during the year ended December 31, 2015. There were no government grants awarded during the year ended December 31, 2016. Government grants provide funds for certain types of expenditures in connection with research and development activities over a contractually defined period. Revenue related to government grants is recognized in the period during which the related costs are incurred and the related services are rendered, provided that the applicable performance obligations under the government grants have been met. Funds received under government grants are recorded as revenue if the Company is deemed to be the principal participant in the contract arrangements because the activities under the contracts are part of the Company’s development programs. If the Company is not the principal participant, the funds from government grants are recorded as a reduction to research and development expense. Funds received from government grants are not refundable and are recognized when the related qualified research and development expenses are incurred and when there is reasonable assurance that the funds will be received. |
Research and Development | Research and Development Research and development costs are charged to operations as incurred. Research and development costs consist primarily of salaries and benefits, consultant fees, prototype expenses, certain facility costs and other costs associated with clinical trials, net of reimbursed amounts. Costs to acquire technologies to be used in research and development that have not reached technological feasibility and have no alternative future use are expensed to research and development costs when incurred. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the amounts at which assets and liabilities are recorded for financial reporting purposes and the amounts recorded for income tax purposes. A valuation allowance is provided against the Company’s deferred income tax assets when their realization is not reasonably assured. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available. |
Convertible Preferred Stock and Other Hybrid Instruments | Convertible Preferred Stock and other Hybrid Instruments The Company's convertible preferred stock was classified as permanent equity on its balance sheet in accordance with authoritative guidance for the classification and measurement of hybrid securities and distinguishing liability from equity instruments. The preferred stock is not redeemable at the option of the holder. Further, the Company evaluated its Series A and Series B Convertible Preferred Stock and determined that it is considered an equity host under ASC 815, Derivatives and Hedging . In making this determination, the Company's analysis followed the whole instrument approach which compares an individual feature against the entire preferred stock instrument which includes that feature. The Company's analysis was based on a consideration of the economic characteristics and risks of each series of preferred stock. More specifically, the Company evaluated all of the stated and implied substantive terms and features, including (i) whether the preferred stock included redemption features, (ii) how and when any redemption features could be exercised, (iii) whether the holders of preferred stock were entitled to dividends, (iv) the voting rights of the preferred stock and (v) the existence and nature of any conversion rights. As a result of the Company's conclusion that the preferred stock represents an equity host, the conversion feature of all series of preferred stock is considered to be clearly and closely related to the associated preferred stock host instrument. Accordingly, the conversion feature in the preferred stock is not considered an embedded derivative that requires bifurcation. |
Convertible Preferred Stock Warrants and Other Derivative Financial Instruments | Warrants and Other Derivative Financial Instruments The Company classifies common stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company determined that certain freestanding derivatives, which principally consist of Series A, Series B, and Series C warrants to purchase common stock, do not satisfy the criteria for classification as equity instruments due to the existence of certain cash settlement features that are not within the sole control of the Company or variable settlement provision that cause them to not be indexed to the Company’s own stock. |
Stock-Based Compensation | Stock-Based Compensation For stock options granted to employees, the Company recognizes compensation expense for all stock-based awards based on the estimated fair value on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service period. The fair value of stock options is determined using the Black-Scholes option pricing model. The determination of fair value for stock-based awards on the date of grant using an option pricing model requires management to make certain assumptions regarding a number of complex and subjective variables. Stock-based compensation expense related to stock options granted to non-employees is recognized based on the fair value of the stock options, determined using the Black-Scholes option pricing model, as they are earned. The awards generally vest over the time period the Company expects to receive services from the non-employee. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. In January 2017, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standards Update (ASU) 2017-04: “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ” (“ASU 2017-04”), which removes Step 2 from the goodwill impairment test. It is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment test performed with a measurement date after January 1, 2017. The Company expects that this new guidance will have an impact on its financial positions or results of operations, but the impact will not be material. In January 2017, the FASB issued ASU 2017-01 “Business Combinations (Topic 805): Clarifying the Definition of a Business”, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard introduces a screen for determining when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contribute to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company does not expect this new guidance to have a material impact on its financial position, results of operations or financial statement disclosures. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” “(ASU 2016-18”). The update is effective for fiscal years beginning after December 15, 2017, including interim reporting periods within those fiscal years. Early adoption is permitted. The purpose of Update No. 2016-18 is to clarify guidance and presentation related to restricted cash in the statement of cash flows. The amendment requires beginning-of-period and end-of-period total amounts shown on the statement of cash flows to include cash and cash equivalents as well as restricted cash and restricted cash equivalents. The Company is in the process of determining the effect that the adoption will have on its financial position, results of operations or financial statement disclosures. In October 2016, the FASB issued updated guidance related to the recognition of income tax consequences of an intra-entity transfer of an asset other than inventory. This guidance will be effective for the first quarter of tax year 2018; however, early adoption is permitted. The Company is evaluating the impact that this guidance will have its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230)” (“ASU 2016-15”), which seeks to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. For public entities, Update 2016-15 becomes effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the provisions of Update 2016-15 and assessing the impact, if any, it may have on its financial position, results of operations, cash flows or financial statement disclosures. In March 2016, the FASB issued ASU 2016-09, “ Compensation - Stock Compensation (Topic 718)” (“ASU 2016-09”), which seeks to simplify accounting for share-based payment transactions including income tax consequences, classification of awards as either equity or liabilities, and the classification on the statement of cash flows. For public entities, Update 2016-09 becomes effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, with early adoption permitted. Early adoption is permitted. The Company has not yet determined the effect that ASU 2016-09 will have on its financial position, results of operations or financial statement disclosures. In March 2016, the FASB issued guidance that involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This guidance will be effective for the first quarter of tax year 2017; however, early adoption is permitted. The Company is evaluating the impact that this guidance will have on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard provides guidance intended to improve financial reporting about leasing transaction. The ASU affects all companies that lease assets such as real estate, airplanes and manufacturing equipment. The ASU will require companies that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new standard will take effect for fiscal years, and interim periods with those fiscal years, beginning after December 15, 2018. Early adoption is permitted. We have not determined the potential effects of this ASU on our consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, " Recognition and Measurement of Financial Assets and Liabilities "(“ASU 2016-01”). ASU 2016-01 requires equity investments (excluding equity method investments and investments that are consolidated) to be measured at fair value with changes in fair value recognized in net income. Equity investments that do not have a readily determinable fair value may be measured at cost, adjusted for impairment and observable price changes. The ASU also simplifies the impairment assessment of equity investments, eliminates the disclosure of the assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at cost on the balance sheet and requires the exit price to be used when measuring fair value of financial instruments for disclosure purposes. Under ASU 2016-01, changes in fair value (resulting from instrument-specific credit risk) will be presented separately in other comprehensive income for liabilities measured using the fair value option and financial assets and liabilities will be presented separately by measurement category and type either on the balance sheet or in the financial statement disclosures. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company has not yet determined the effect that ASU 2016-01 will have on its financial position, results of operations, or financial statement disclosures. In August 2014, the FASB issued ASU 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 ." The amendments is this ASU are intended to provide guidance on the responsibility of reporting entity management. Specifically, this ASU provides guidance to management related to evaluating whether there is substantial doubt about the reporting entity’s ability to continue as a going concern and about related financial statement note disclosures. Although the presumption that a reporting entity will continue to operate as a going concern is fundamental to the preparation of financial statements, prior to the issuance of this ASU, there was no guidance in U.S. generally accepted accounting principles (U.S. GAAP) related to the concept. Due to the lack of guidance in U.S. GAAP, practitioners and their clients often faced challenges in determining whether, when, and how a reporting entity should disclose the relevant information in its financial statements. As a result, the FASB issued this guidance to require management evaluation and potential financial statement disclosures. This ASU will be effective for financial statements with periods ending after December 15, 2016. The Company adopted the ASU during the year and performed going concern evaluations for its 2016 calendar year-end financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” and some cost guidance included in ASC Subtopic 605-35, "Revenue Recognition - Construction-Type and Production-Type Contracts.” The core principle of ASU 2014-09 is that revenue is recognized when the transfer of goods or services to customers occurs in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. ASU 2014-09 requires the disclosure of sufficient information to enable readers of the Company’s financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. ASU 2014-09 also requires disclosure of information regarding significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 provides two methods of retrospective application. The first method would require the Company to apply ASU 2014-09 to each prior reporting period presented. The second method would require the Company to retrospectively apply ASU 2014-09 with the cumulative effect recognized at the date of initial application. ASU 2014-09 will be effective for the Company beginning in fiscal 2019 as a result of ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date," which was issued by the FASB in August 2015 and extended the original effective date by one year. The Company is currently evaluating the impact of adopting the available methodologies of ASU 2014-09 and 2015-14 upon its financial statements in future reporting periods. The Company has not yet selected a transition method. The Company is in the process of evaluating the new standard against its existing accounting policies, including the timing of revenue recognition, and its contracts with customers to determine the effect the guidance will have on its financial statements and what changes to systems and controls may be warranted. There have been four new ASUs issued amending certain aspects of ASU 2014-09, ASU 2016-08, "Principal versus Agent Considerations (Reporting Revenue Gross Versus Net)," was issued in March, 2016 to clarify certain aspects of the principal versus agent guidance in ASU 2014-09. In addition, ASU 2016-10, "Identifying Performance Obligations and Licensing," issued in April 2016, amends other sections of ASU 2014-09 including clarifying guidance related to identifying performance obligations and licensing implementation. ASU 2016-12, "Revenue from Contracts with Customers - Narrow Scope Improvements and Practical Expedients" provides amendments and practical expedients to the guidance in ASU 2014-09 in the areas of assessing collectability, presentation of sales taxes received from customers, noncash consideration, contract modification and clarification of using the full retrospective approach to adopt ASU 2014-09. Finally, ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” was issued in December 2016, and provides elections regarding the disclosures required for remaining performance obligations in certain cases and also makes other technical corrections and improvements to the standard. With its evaluation of the impact of ASU 2014-09, the Company will also consider the impact on its financial statements related to the updated guidance provided by these four new ASUs. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements. |
Patents [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible Assets | Patent On June 30, 2015, the Company entered into an amendment of the BDDI Asset Purchase Agreement, under which the Company committed to pay aggregate cash payments of $450,000 and issued 40,000 shares of common stock to an affiliate of BDDI. With respect to the aggregate cash payments of $450,000 , the Company paid an affiliate of BDDI an initial sum of $150,000 on July 1, 2015, and is obligated to pay $100,000 on each of the six, twelve and eighteen-month anniversaries of the signing of the amended agreement. The Company made the final installment of $100,000 on December 22, 2016. Under the original Asset Purchase Agreement dated June 11, 2010, the Company purchased a patent for Breath End Tidal Gas Monitor. The patent was issued on June 19, 2003 and expires on August 1, 2027 . The Company has capitalized the fair value of the patent purchased as an intangible asset on its consolidated balance sheet, and is amortizing the fair value over the remaining useful life of the patent. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following at December 31, 2016: Amount Accumulated Amortization Net Amount Useful Lives (years) Patents and trademarks $ 697,890 $ (105,524 ) $ 592,366 5-12 Customer contracts 259,730 (34,631 ) 225,099 10 Total $ 957,620 $ (140,155 ) $ 817,465 |
Schedule of Future Amortization Expense | Future amortization expense for intangible assets over their remaining useful lives is as follows: Year ending December 31: Patents and trademarks Customer contracts Total Amortization 2017 $ 73,370 $ 25,973 $ 99,343 2018 73,370 25,973 99,343 2019 73,370 25,973 99,343 2020 64,310 25,973 90,283 2021 46,192 25,973 72,165 2022 and thereafter 261,754 95,234 356,988 Total $ 592,366 $ 225,099 $ 817,465 |
Fair Value of Financial Instr24
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Instruments Measured at Fair Value on Recurring Basis | The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurements at December 31, 2016 Total Level 1 Level 2 Level 3 Assets Money market fund $ 2,563,247 $ 2,563,247 — — Liabilities Series A warrant liability 194,048 194,048 — — Series C warrant liability 85,490 — — 85,490 Total common stock warrant liability $ 279,538 $ 194,048 — $ 85,490 |
Summary of Changes in Fair Value of Level1 and Level 3 Financial Instruments | The following table sets forth a summary of the changes in the fair value of the Company’s Level 1 and Level 3 financial instruments, which are treated as liabilities, as follows: Series A Warrant Series B Warrant Series C Warrant Number of Warrants Liability Number of Warrants Liability Number of Warrants Liability Balance at December 31, 2015 2,425,605 $ 1,212,803 116,580 $ 865,000 590,415 $ 462,437 Change in value of Series A Warrants — (1,018,755 ) — — — — De-recognition of Series B Warrant liability upon cashless exercise of warrants (485,202 shares issued) — — (102,300 ) (593,584 ) — — De-recognition of Series B Warrant liability upon expiration — — (14,280 ) — — — Change in value of Series B Warrants — — — (271,416 ) — — Change in value of Series C Warrants — — — — — (376,947 ) Balance at December 31, 2016 2,425,605 $ 194,048 — $ — 590,415 $ 85,490 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: December 31, 2016 December 31, 2015 Furniture and fixtures $ 182,257 $ 236,366 Computer hardware 66,810 52,112 Leasehold improvements 12,849 9,117 261,916 297,595 Less accumulated depreciation and amortization (159,356 ) (211,850 ) Total $ 102,560 $ 85,745 |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Series B Warrant Liability [Member] | |
Fair Value of Convertible Preferred Stock Warrant Liability | The Company used the following inputs: February 12, December 31, Volatility 90 % 90 % Expected Term (years) 0.00 0.12 Expected dividend yield — % — % Risk-free rate 0.65 % 0.65 % |
Series C Warrant Liability [Member] | |
Fair Value of Convertible Preferred Stock Warrant Liability | The Company used the following inputs: December 31, December 31, Volatility 90 % 90 % Expected Term (years) 3.17 4.17 Expected dividend yield — % — % Risk-free rate 1.51 % 1.76 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases of Lessee Disclosure | Minimum rental commitments under all noncancelable leases with an initial term in excess of one year as of December 31, 2016 were as follows: Year ending December 31: Operating Leases 2017 750,118 2018 629,923 2019 334,747 Total $ 1,714,788 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Based Compensation Expense | Stock compensation expense was allocated between departments as follows; Year ended December 31, 2016 December 31, 2015 Research & Development $ 165,154 $ 148,948 Sales & Marketing 30,418 62,533 General & Administrative 675,698 730,888 Total $ 871,270 $ 942,369 |
Schedule of Fair Value of Award Granted Using Black-Scholes Option Pricing Model | The fair value of each award granted was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions for the year ended December 31, 2016: Year Ended December 31, 2016 December 31, 2015 Expected life (years) 6.1 6.1 Risk-free interest rate 1.3% - 1.7% 1.6%-1.7% Volatility 65% - 73% 56% - 66% Dividend rate —% —% |
Summary of Stock Option Transactions | The following table summarizes stock option transactions for the years ended December 31, 2016 and 2015 as issued under the Plans: Shares Available for Grant Number of Options Outstanding Weighted-Average Exercise Price per Share Weighted Average Remaining Contractual Term (in years) Balance at December 31, 2014 606,061 1,072,011 $ 6.34 Additional shares authorized 270,764 — — Options granted (955,713 ) 955,713 3.08 Options exercised (83,848 ) 3.50 Options canceled/forfeited 85,037 (85,037 ) 5.03 Balance at December 31, 2015 6,149 1,858,839 4.82 8.75 Additional shares authorized 560,717 — — Amendment to plan to authorize additional shares 1,500,000 — — Options granted (1,339,259 ) 1,339,259 1.36 Options exercised — (58,419 ) 1.20 Options canceled/forfeited 231,249 (231,249 ) 3.09 Balance at December 31, 2016 958,856 2,908,430 $ 3.42 8.48 Options vested at December 31, 2016 — 1,450,033 $ 4.12 8.13 Options vested and expected to vest at December 31, 2016 — 2,908,430 $ 3.42 8.48 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax | The geographical distribution of income (loss) before income taxes are summarized below: December 31, 2016 2015 United States $ (11,807,891 ) $ (11,908,546 ) Foreign (235,623 ) — Total $ (12,043,514 ) $ (11,908,546 ) |
Reconciliation of Income Tax Expense by Applying Statutory U.S. Federal Income Tax Rate to Income Before Income Taxes | A reconciliation of income tax expense with amounts determined by applying the statutory U.S. federal income tax rate to income before income taxes is as follows: December 31, 2016 2015 Tax on the loss before income tax expense computed at the federal statutory rate of 34% $ (4,094,922 ) $ (5,408,551 ) State tax (benefit) at statutory rate, net of federal benefit (266,258 ) (928,107 ) Foreign Rate Differential 35,343 — Change in Valuation Allowance 4,260,571 4,199,154 Change in research and development credits (129,974 ) (60,991 ) Stock Based Compensation - ISO 323,537 — Change in fair value of warrants (619,067 ) 1,493,215 Change in state tax rate 345,172 — Other 167,298 705,280 Provision for deferred taxes $ 21,700 $ — Effective income tax rate — % — % |
Significant Components of Company's Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows at December 31, 2016 and 2015: December 31, 2016 2015 Non-Current Deferred Tax Assets: Reserves and accruals $ 212,479 $ 287,850 Net Operating Loss Carryforwards 30,291,080 26,174,912 Research and development credits 1,580,253 1,381,296 Intangible Assets (68,894 ) (74,113 ) Fixed Assets 2,978 9,080 Total Non-Current Deferred Tax Assets 32,017,896 27,779,025 Valuation Allowance (32,039,596 ) (27,779,025 ) Net Deferred Tax Liability $ (21,700 ) $ — |
Summary of Gross Unrecognized Tax Benefits | The following tables summarize the activities of gross unrecognized tax benefits: December 31, 2016 2015 Beginning balance 691,697 673,247 Increase related to prior year tax positions — — Decreases related to prior year tax positions 35,804 (13,207 ) Increase related to current year tax positions 67,461 31,657 Decreases related to current year tax positions — — Ending Balance $ 794,962 $ 691,697 |
Net loss per share (Tables)
Net loss per share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Potentially Dilutive Securities Outstanding Excluded from Computations of Diluted Weighted-Average Shares Outstanding | The following potentially dilutive securities outstanding have been excluded from the computations of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported (in common stock equivalent shares): As of December 31, 2016 2015 Convertible preferred stock 12,780,000 2,462,162 Warrants issued to 2010/2012 convertible note holders to purchase common stock 480,147 480,147 Options to purchase common stock 2,908,430 1,858,839 Warrants issued in 2009 to purchase common stock 9,259 9,259 Warrants issued to underwriter to purchase common stock 82,500 82,500 Series A warrants to purchase common stock 2,425,605 2,425,605 Series B warrants to purchase common stock — 116,580 Series C warrants to purchase common stock 590,415 590,415 Series D warrants to purchase common stock 2,930,812 1,280,324 |
NeoForce Group, Inc. Acquisit31
NeoForce Group, Inc. Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Aggregate Purchase Price Consideration | The aggregate purchase price consideration was as follows: Cash consideration $ 1,000,000 Fair value of contingent consideration 153,000 Total purchase price consideration $ 1,153,000 |
Fair Values of Assets Acquired | The fair values of assets acquired at the transaction date are summarized below: Net tangible assets acquired $ 39,377 Customer contracts 259,730 Patents 135,890 Goodwill 718,003 Net Assets Acquired $ 1,153,000 |
Schedule of Unaudited Pro Forma Financial Information | In addition, the unaudited pro forma financial information does not attempt to project the future consolidated results of operations. December 31, 2015 Pro forma total revenues $ 1,168,846 Pro forma net loss $ (16,002,126 ) Pro forma net loss per share – basic and diluted $ (1.70 ) Pro forma weighted-average shares-basic and diluted 9,425,880 |
Description of Business - Addit
Description of Business - Additional Information (Detail) | Sep. 08, 2015USD ($) |
NeoForce, Inc [Member] | NeoForce Group, Inc. [Member] | |
Description Of Business [Line Items] | |
Business acquisition upfront cash payment | $ 1,000,000 |
Liquidity, Financial Conditio33
Liquidity, Financial Condition and Management's Plans - Additional Information (Detail) | Mar. 07, 2017USD ($)shares | Mar. 06, 2017USD ($) | Jan. 27, 2017USD ($)shares | Dec. 22, 2016USD ($) | Sep. 29, 2016USD ($) | Jul. 05, 2016USD ($) | Jun. 29, 2016USD ($)$ / sharesshares | Jan. 08, 2016USD ($) | Oct. 15, 2015USD ($) | Oct. 12, 2015USD ($)closing | Jul. 24, 2015USD ($) | Sep. 30, 2015USD ($)shares | Sep. 30, 2016closing | Dec. 31, 2016USD ($)closingshares | Dec. 31, 2015USD ($) |
Liquidity And Managements Plans [Line Items] | |||||||||||||||
Net loss | $ (12,065,214) | $ (15,908,546) | |||||||||||||
Accumulated deficit | 98,311,887 | 86,246,673 | |||||||||||||
Positive (deficit) in working capital | 2,100,000 | ||||||||||||||
Net cash used in operating activities | 13,497,980 | 10,299,330 | |||||||||||||
Value of common stock shares issued | 70,102 | 293,573 | |||||||||||||
Expenses related stock issuance | 0 | 575,181 | |||||||||||||
Proceeds from issuance of common stock | 0 | 1,434,194 | |||||||||||||
Subsequent event [Member] | |||||||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||||||
Proceeds from issuance of common stock | $ 10,000,000 | ||||||||||||||
Essentialis, Inc. [Member] | |||||||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||||||
Amount of financing needed | $ 8,000,000 | ||||||||||||||
Essentialis, Inc. [Member] | Subsequent event [Member] | |||||||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||||||
Proceeds from issuance of common stock | $ 8,000,000 | $ 8,000,000 | |||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||||||
Net proceeds from issuance of Series A Convertible Preferred | $ 13,479,185 | 0 | |||||||||||||
Common stock on an as-converted basis (shares) | shares | 1,000 | ||||||||||||||
Common Stock [Member] | Sabby Management, LLC [Member] | |||||||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||||||
Ownership interest (percent) | 4.99% | ||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||||||
Net proceeds from issuance of Series A Convertible Preferred | $ 5,070,339 | 4,230,150 | |||||||||||||
Expenses related stock issuance | $ 71,493 | $ 0 | |||||||||||||
Repurchase of Series A Convertible Preferred shares (shares) | shares | 7,780 | ||||||||||||||
Common stock on an as-converted basis (shares) | shares | 2,220 | ||||||||||||||
Series A Convertible Preferred Stock [Member] | Sabby Management, LLC [Member] | |||||||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||||||
Maximum commitment under stock purchase agreement | $ 10,000,000 | ||||||||||||||
Number of closings | closing | 2 | ||||||||||||||
Net proceeds from issuance of Series A Convertible Preferred | $ 5,000,000 | $ 4,100,000 | |||||||||||||
Expenses related stock issuance | $ 500,000 | $ 400,000 | |||||||||||||
Aspire Capital Fund, LLC [Member] | |||||||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||||||
Maximum commitment under stock purchase agreement | $ 10,000,000 | ||||||||||||||
Purchase agreement term | 24 months | ||||||||||||||
Issuance of common stock (shares) | shares | 506,585 | ||||||||||||||
Value of common stock shares issued | $ 1,400,000 | ||||||||||||||
Aspire Capital Fund, LLC [Member] | Subsequent event [Member] | |||||||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||||||
Maximum commitment under stock purchase agreement | $ 17,000,000 | ||||||||||||||
Purchase agreement term | 30 months | ||||||||||||||
Issuance of common stock (shares) | shares | 2,083,333 | 708,333 | |||||||||||||
Proceeds from issuance of common stock | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | ||||||||||||
2016 Sabby Purchase Agreement [Member] | Sabby Management, LLC [Member] | |||||||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||||||
Aggregate amount of shares repurchased | $ 7,780,000 | ||||||||||||||
Common stock on an as-converted basis (shares) | shares | 4,205,405 | ||||||||||||||
2016 Sabby Purchase Agreement [Member] | Series B Convertible Preferred Stock [Member] | Sabby Management, LLC [Member] | |||||||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||||||
Number of closings | closing | 2 | 2 | |||||||||||||
Net proceeds from issuance of Series A Convertible Preferred | $ 4,400,000 | $ 1,300,000 | |||||||||||||
Expenses related stock issuance | $ 300,000 | $ 100,000 | |||||||||||||
2016 Sabby Purchase Agreement [Member] | Common Stock [Member] | Sabby Management, LLC [Member] | |||||||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||||||
Ownership interest (percent) | 4.99% | ||||||||||||||
2016 Sabby Purchase Agreement [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||||||
Repurchase of Series A Convertible Preferred shares (shares) | shares | 7,780 | ||||||||||||||
2016 Sabby Purchase Agreement [Member] | Series A Convertible Preferred Stock [Member] | Sabby Management, LLC [Member] | |||||||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||||||
Net proceeds from issuance of Series A Convertible Preferred | $ 5,600,000 | ||||||||||||||
Repurchase of Series A Convertible Preferred shares (shares) | shares | 7,780 | ||||||||||||||
2016 Sabby Purchase Agreement [Member] | Private Placement [Member] | Sabby Management, LLC [Member] | |||||||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||||||
Conversion price per share (in dollars per share) | $ / shares | $ 1 | ||||||||||||||
2016 Sabby Purchase Agreement [Member] | Private Placement [Member] | Series B Convertible Preferred Stock [Member] | Sabby Management, LLC [Member] | |||||||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||||||
Maximum commitment under stock purchase agreement | $ 13,780,000 | ||||||||||||||
Number of shares issued in transaction | shares | 13,780 | ||||||||||||||
2016 Sabby Purchase Agreement [Member] | Private Placement [Member] | Common Stock [Member] | Sabby Management, LLC [Member] | |||||||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||||||
Number of shares issued upon conversion | shares | 13,780,000 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Additional Information (Detail) | Dec. 22, 2016USD ($) | Jul. 01, 2015USD ($) | Jun. 30, 2015USD ($)shares | Dec. 31, 2016USD ($)Segmentbank | Dec. 31, 2015USD ($) |
Schedule Of Significant Accounting Policies [Line Items] | |||||
Number of commercial banks | bank | 2 | ||||
Number of operating segments | Segment | 1 | ||||
Raw materials | $ 382,000 | ||||
Work-in-process | 101,000 | ||||
Finished goods | $ 177,000 | ||||
Aggregate cash payments | $ 450,000 | ||||
Shares issued during period | shares | 40,000 | ||||
Initial payment under purchase agreement | $ 150,000 | ||||
Committed payment amount | $ 100,000 | ||||
Payment period one | 6 months | ||||
Payment period two | 12 months | ||||
Payment period three | 18 months | ||||
Payments for royalties | $ 100,000 | ||||
Amortization | $ 99,343 | $ 40,813 | |||
Goodwill impairment loss | $ 0 | ||||
Minimum [Member] | |||||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of property and equipment | 3 years | ||||
Estimated useful life | 5 years | ||||
Maximum [Member] | |||||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of property and equipment | 5 years | ||||
Estimated useful life | 12 years |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Amount | $ 957,620 |
Accumulated Amortization | (140,155) |
Total | $ 817,465 |
Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 5 years |
Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 12 years |
Patents And Trademark [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amount | $ 697,890 |
Accumulated Amortization | (105,524) |
Total | $ 592,366 |
Patents And Trademark [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 5 years |
Patents And Trademark [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 12 years |
Customer Contracts [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amount | $ 259,730 |
Accumulated Amortization | (34,631) |
Total | $ 225,099 |
Useful life | 10 years |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Future Amortization Expense (Details) | Dec. 31, 2016USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | $ 99,343 |
2,018 | 99,343 |
2,019 | 99,343 |
202 | 90,283 |
2,021 | 72,165 |
2022 and thereafter | 356,988 |
Total | 817,465 |
Patents And Trademark [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | 73,370 |
2,018 | 73,370 |
2,019 | 73,370 |
202 | 64,310 |
2,021 | 46,192 |
2022 and thereafter | 261,754 |
Total | 592,366 |
Customer Contracts [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | 25,973 |
2,018 | 25,973 |
2,019 | 25,973 |
202 | 25,973 |
2,021 | 25,973 |
2022 and thereafter | 95,234 |
Total | $ 225,099 |
Fair Value of Financial Instr37
Fair Value of Financial Instruments - Summary of Financial Instruments Measured at Fair Value on Recurring Basis (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Series A Warrant Liability [Member] | ||
Liabilities | ||
Warrant liability | $ 194,048 | $ 1,212,803 |
Series C Warrant Liability [Member] | ||
Liabilities | ||
Warrant liability | 85,490 | 462,437 |
Fair Value, Measurements, Recurring [Member] | Convertible preferred stock warrant liability [Member] | ||
Liabilities | ||
Warrant liability | 279,538 | 2,540,240 |
Fair Value, Measurements, Recurring [Member] | Convertible preferred stock warrant liability [Member] | Series A Warrant Liability [Member] | ||
Liabilities | ||
Warrant liability | 194,048 | 1,212,803 |
Fair Value, Measurements, Recurring [Member] | Convertible preferred stock warrant liability [Member] | Series B Warrant Liability [Member] | ||
Liabilities | ||
Warrant liability | 865,000 | |
Fair Value, Measurements, Recurring [Member] | Convertible preferred stock warrant liability [Member] | Series C Warrant Liability [Member] | ||
Liabilities | ||
Warrant liability | 85,490 | 462,437 |
Fair Value, Measurements, Recurring [Member] | Money market fund [Member] | ||
Assets | ||
Cash and cash equivalents | 2,563,247 | 3,803,929 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Convertible preferred stock warrant liability [Member] | ||
Liabilities | ||
Warrant liability | 194,048 | 1,212,803 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Convertible preferred stock warrant liability [Member] | Series A Warrant Liability [Member] | ||
Liabilities | ||
Warrant liability | 194,048 | 1,212,803 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Money market fund [Member] | ||
Assets | ||
Cash and cash equivalents | 2,563,247 | 3,803,929 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Convertible preferred stock warrant liability [Member] | ||
Liabilities | ||
Warrant liability | 85,490 | 1,327,437 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Convertible preferred stock warrant liability [Member] | Series B Warrant Liability [Member] | ||
Liabilities | ||
Warrant liability | 865,000 | |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Convertible preferred stock warrant liability [Member] | Series C Warrant Liability [Member] | ||
Liabilities | ||
Warrant liability | $ 85,490 | $ 462,437 |
Fair Value of Financial Instr38
Fair Value of Financial Instruments - Summary of Changes in Fair Value of Level1 and Level 3 Financial Instruments (Details) - USD ($) | Feb. 12, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Mar. 05, 2015 |
Series A Warrant Liability [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
De-recognition of Warrant liability upon exercise, in shares | (24,000) | |||
Balance at the end of period, in shares | 2,425,605 | |||
Series A Warrant Liability [Member] | Common stock warrant liability [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance at the beginning of period, in shares | 2,425,605 | |||
Balance at the end of period, in shares | 2,425,605 | |||
Balance at the beginning of period | $ 1,212,803 | |||
Change in value of Warrant | (1,018,755) | |||
Balance at end of period | $ 194,048 | |||
Series B Warrant Liability [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
De-recognition of Warrant liability upon exercise, in shares | (589,510) | |||
Series B Warrant Liability [Member] | Common stock warrant liability [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance at the beginning of period, in shares | 116,580 | |||
Balance at the end of period, in shares | 0 | |||
Balance at the beginning of period | $ 865,000 | |||
Change in value of Warrant | (271,416) | |||
Balance at end of period | $ 0 | |||
Series B Warrant Liability [Member] | Common stock warrant liability [Member] | Cash Exercise [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
De-recognition of Warrant liability upon exercise, in shares | (102,300) | |||
De-recognition of Warrant liability upon exercise | $ (593,584) | |||
De-recognition of Warrant liability upon exercise, shares issued | 619,512 | |||
Series B Warrant Liability [Member] | Common stock warrant liability [Member] | Cashless Exercise [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
De-recognition of Warrant liability upon exercise, in shares | (102,300) | (14,280) | ||
De-recognition of Warrant liability upon exercise | $ (593,000) | $ 0 | ||
De-recognition of Warrant liability upon exercise, shares issued | 485,202 | 5,879,560 | ||
Series C Warrant Liability [Member] | Common stock warrant liability [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance at the beginning of period, in shares | 590,415 | |||
Balance at the end of period, in shares | 590,415 | |||
Balance at the beginning of period | $ 462,437 | |||
Change in value of Warrant | (376,947) | |||
Balance at end of period | $ 85,490 | |||
Tender Offer Series B Warrants [Member] | Common stock warrant liability [Member] | Cash Exercise [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
De-recognition of Warrant liability upon exercise, shares issued | 905 |
Fair Value of Financial Instr39
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | Jan. 13, 2016 | Sep. 08, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
NeoForce Group, Inc. [Member] | NeoForce, Inc [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of royalty | $ 153 | $ 136 | ||
Fair value inputs, discount rate (percent) | 20.00% | 20.00% | ||
Redwood City, California [Member] | Sublease of Excess Space [Member] | Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value inputs, discount rate (percent) | 20.00% |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 261,916 | $ 297,595 |
Less accumulated depreciation and amortization | (159,356) | (211,850) |
Property and equipment, net | 102,560 | 85,745 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 182,257 | 236,366 |
Computer Hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 66,810 | 52,112 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 12,849 | $ 9,117 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 32,298 | $ 67,415 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) - USD ($) | Feb. 12, 2016 | Mar. 05, 2015 | Jul. 31, 2015 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 30, 2015 |
Class of Warrant or Right [Line Items] | |||||||
Liquidated damages amount percent of VWAP (percent) | 1.00% | ||||||
Change in fair value of warrants recorded as other (income) expense | $ (1,667,117) | $ 515,860 | |||||
Issuance of shares upon cashless exercise warrants | 13,407 | ||||||
Warrants cashless exercised | 43,720 | ||||||
Proceeds from issuance of common stock | $ 0 | $ 1,434,194 | |||||
Series A Warrants to Purchase Shares of Common Stock [Member] | IPO [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of common stock purchased upon issuance of warrants | 2,449,605 | ||||||
Exercise price of warrants exercised | $ 6.50 | ||||||
Warrants term | 5 years | ||||||
Series A Warrant Liability [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants exercised | 24,000 | ||||||
Number of warrants | 2,425,605 | ||||||
Convertible preferred stock warrant liability | $ 194,048 | 1,212,803 | |||||
Change in fair value of warrants recorded as other (income) expense | 1,000,000 | ||||||
Proceeds from exercise of warrants | 0 | 156,000 | |||||
Series B Warrants to Purchase Shares of Common Stock [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of common stock purchased upon issuance of warrants | 2,449,605 | ||||||
Exercise price of warrants exercised | $ 6.50 | ||||||
Series B Warrant Liability [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercise price of warrants exercised | $ 6.50 | ||||||
Warrants exercised | 589,510 | ||||||
De-recognition of warrant liability | $ 6,700,000 | ||||||
Proceeds from exercise of warrants | $ 3,800,000 | 0 | 3,720,713 | ||||
Series B Warrant Liability [Member] | Decrease in carrying value [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Change in fair value of warrants recorded as other (income) expense | $ 272,000 | ||||||
Series C Warrant Liability [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of common stock purchased upon issuance of warrants | 590,415 | ||||||
Exercise price of warrants exercised | $ 6.25 | $ 6.25 | |||||
Convertible preferred stock warrant liability | $ 85,490 | 462,437 | |||||
Change in fair value of warrants recorded as other (income) expense | 376,947 | ||||||
Warrants cashless exercised | 905 | ||||||
Proceeds from issuance of common stock | $ 5,882 | ||||||
Series C Warrant Liability [Member] | Common Stock [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Issuance of shares upon cashless exercise warrants | 905 | ||||||
Convertible preferred stock warrant liability [Member] | Fair Value, Measurements, Recurring [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Convertible preferred stock warrant liability | 279,538 | 2,540,240 | |||||
Convertible preferred stock warrant liability [Member] | Fair Value, Measurements, Recurring [Member] | Series A Warrant Liability [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Convertible preferred stock warrant liability | 194,048 | 1,212,803 | |||||
Convertible preferred stock warrant liability [Member] | Fair Value, Measurements, Recurring [Member] | Series B Warrant Liability [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Convertible preferred stock warrant liability | 865,000 | ||||||
Convertible preferred stock warrant liability [Member] | Fair Value, Measurements, Recurring [Member] | Series C Warrant Liability [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Convertible preferred stock warrant liability | $ 85,490 | $ 462,437 | |||||
Common Stock Warrant Liability [Member] | Series A Warrant Liability [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of warrants | 2,425,605 | 2,425,605 | |||||
Common Stock Warrant Liability [Member] | Series B Warrant Liability [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of warrants | 0 | 116,580 | |||||
Common Stock Warrant Liability [Member] | Series C Warrant Liability [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of warrants | 590,415 | 590,415 | |||||
Level 1 [Member] | Convertible preferred stock warrant liability [Member] | Fair Value, Measurements, Recurring [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Convertible preferred stock warrant liability | $ 194,048 | $ 1,212,803 | |||||
Level 1 [Member] | Convertible preferred stock warrant liability [Member] | Fair Value, Measurements, Recurring [Member] | Series A Warrant Liability [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Convertible preferred stock warrant liability | 194,048 | 1,212,803 | |||||
Level 3 [Member] | Convertible preferred stock warrant liability [Member] | Fair Value, Measurements, Recurring [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Convertible preferred stock warrant liability | 85,490 | 1,327,437 | |||||
Level 3 [Member] | Convertible preferred stock warrant liability [Member] | Fair Value, Measurements, Recurring [Member] | Series B Warrant Liability [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Convertible preferred stock warrant liability | 865,000 | ||||||
Level 3 [Member] | Convertible preferred stock warrant liability [Member] | Fair Value, Measurements, Recurring [Member] | Series C Warrant Liability [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Convertible preferred stock warrant liability | 85,490 | 462,437 | |||||
Cashless Exercise [Member] | Series B Warrant Liability [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
De-recognition of warrant liability | $ 593,584 | $ 12,527,991 | |||||
Cashless Exercise [Member] | Common Stock Warrant Liability [Member] | Series B Warrant Liability [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants exercised | 102,300 | 14,280 | |||||
De-recognition of Warrant liability upon exercise, shares issued | 485,202 | 5,879,560 | |||||
De-recognition of Warrant liability upon exercise | $ 593,000 | $ 0 |
Warrant Liabilities - Fair Valu
Warrant Liabilities - Fair Value of Convertible Preferred Stock Warrant Liability (Detail) | Feb. 12, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Series B Warrants [Member] | |||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Volatility | 90.00% | 90.00% | |
Expected Term (years) | 0 years | 1 month 12 days | |
Expected dividend yield | 0.00% | 0.00% | |
Risk-free rate | 0.65% | 0.65% | |
Series C Warrants [Member] | |||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Volatility | 90.00% | 90.00% | |
Expected Term (years) | 3 years 2 months 1 day | 4 years 2 months 1 day | |
Expected dividend yield | 0.00% | 0.00% | |
Risk-free rate | 1.51% | 1.76% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Feb. 28, 2017USD ($) | Mar. 01, 2016ft² | Sep. 08, 2015USD ($) | Jul. 01, 2015USD ($)ft² | Feb. 02, 2015USD ($) | Dec. 31, 2016USD ($)ft² | Dec. 31, 2015USD ($) |
Loss Contingencies [Line Items] | |||||||
Non-cancelable operating lease agreement term | 4 years | ||||||
Area of leased property (in sqft) | ft² | 8,171 | ||||||
Future minimum commitment under non-cancelable operating lease | $ 23,300 | $ 22,000 | $ 1,714,788 | ||||
Period of increases to monthly payments | 3 years | 2 years | |||||
Additional area of office space for headquarters facility (in sqft) | ft² | 5,265 | ||||||
Rent expense | $ 595,000 | $ 375,000 | |||||
Settled Litigation [Member] | Subsequent event [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Payment to dismiss lawsuit | $ 175,000 | ||||||
Ivyland, Pennsylvania [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Area of leased property (in sqft) | ft² | 2,100 | ||||||
NeoForce Group, Inc. [Member] | NeoForce, Inc [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Royalty payment period | 36 months | ||||||
Fair value of royalty | $ 153,000 | $ 136,000 | |||||
General and administrative expense | $ 15,000 |
Commitments and Contingencies45
Commitments and Contingencies - Minimum Rental Payments (Details) - USD ($) | Dec. 31, 2016 | Jul. 01, 2015 | Feb. 02, 2015 |
Commitments and Contingencies Disclosure [Abstract] | |||
2,017 | $ 750,118 | ||
2,018 | 629,923 | ||
2,019 | 334,747 | ||
Total | $ 1,714,788 | $ 23,300 | $ 22,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | Jun. 29, 2016$ / sharesshares | Oct. 12, 2015closing | Jun. 30, 2016USD ($)shares | Jun. 30, 2016shares | Mar. 31, 2016shares | Sep. 30, 2016closing | Dec. 31, 2016USD ($)closing$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Jun. 28, 2016$ / shares | Jan. 08, 2016shares | Dec. 31, 2014shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Preferred stock shares authorized | 10,000,000 | 10,000,000 | |||||||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||
Preferred stock redemption discount | $ | $ 3,400,000 | ||||||||||
Loss on extinguishment of convertible preferred stock | $ | (3,651,172) | $ 0 | |||||||||
Stock-based compensation expense | $ | $ 871,270 | $ 942,369 | |||||||||
Weighted average grant date fair value per option granted (in dollars per share) | $ / shares | $ 1.66 | $ 0.81 | |||||||||
Future stock-based compensation for unvested employee options granted and outstanding | $ | $ 1,553,427 | ||||||||||
Stock options outstanding, intrinsic value | $ | $ 0 | ||||||||||
Liquidated damages amount percent of VWAP (percent) | 1.00% | ||||||||||
Warrants cashless exercised | 43,720 | ||||||||||
Issuance of shares upon cashless exercise warrants | 13,407 | ||||||||||
NSO [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Percentage of fair market value | 85.00% | ||||||||||
Stock-based compensation expense | $ | $ 13,502 | ||||||||||
NSO grants in period (in shares) | 55,000 | ||||||||||
NSO's vested (in shares) | 27,499 | ||||||||||
Fair Value of NSO's vested | $ | $ 26,355 | ||||||||||
Stock Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 4 years | ||||||||||
Income tax benefits recognized from stock-based compensation | $ | $ 0 | $ 0 | |||||||||
Number of options granted | 1,339,259 | 955,713 | |||||||||
Future stock-based compensation, requisite service period | 2 years 8 months 12 days | ||||||||||
Number of shares available for grant | 958,856 | 6,149 | 606,061 | ||||||||
Number of additional shares authorized | 560,717 | 270,764 | |||||||||
Minimum [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Ownership interest of voting rights of all classes of stock (percent) | 10.00% | ||||||||||
Minimum [Member] | Stock Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Percentage of fair market value | 110.00% | ||||||||||
Maximum [Member] | Stock Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Contractual term of option | 10 years | ||||||||||
Maximum [Member] | ISOs [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Contractual term of option | 5 years | ||||||||||
Series D Warrants [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 1.75 | $ 2.46 | $ 2.46 | ||||||||
Modification of the exercise price | $ | $ 203,000 | ||||||||||
Number of warrants | 1,280,324 | ||||||||||
Warrants term | 5 years | ||||||||||
Liquidated damages amount percent of VWAP (percent) | 1.00% | ||||||||||
Underwriter [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 7.14 | ||||||||||
Number of warrants | 82,500 | ||||||||||
Warrants term | 10 years | ||||||||||
2010 and 2012 Convertible Promissory Notes [Member] | Warrants to Purchase Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 4.87 | ||||||||||
Number of warrants | 480,147 | ||||||||||
Warrants term | 10 years | ||||||||||
Warrant [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 21.60 | ||||||||||
Number of warrants | 9,259 | ||||||||||
Warrants term | 10 years | ||||||||||
Employee Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares available for grant | 139,839 | ||||||||||
Percentage of outstanding stock maximum | 1.00% | ||||||||||
Number of additional shares authorized | 279,680 | ||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Preferred stock shares issued | 10,000 | ||||||||||
Number of shares converted | 555 | 1,665 | |||||||||
Repurchase of Series A Convertible Preferred shares (shares) | 7,780 | ||||||||||
Common Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares issued upon conversion | 300,000 | 900,000 | 1,000,000 | ||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Preferred stock shares issued | 13,780 | ||||||||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||||
Convertible preferred stock, stated value (in dollars per share) | $ / shares | $ 1,000 | ||||||||||
Number of shares converted | 1,000 | ||||||||||
2016 Sabby Purchase Agreement [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Repurchase of Series A Convertible Preferred shares (shares) | 7,780 | ||||||||||
Sabby Management, LLC [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of closings | closing | 2 | ||||||||||
Sabby Management, LLC [Member] | Common Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Ownership interest (percent) | 4.99% | ||||||||||
Sabby Management, LLC [Member] | 2016 Sabby Purchase Agreement [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Repurchase of Series A Convertible Preferred shares (shares) | 7,780 | ||||||||||
Sabby Management, LLC [Member] | 2016 Sabby Purchase Agreement [Member] | Common Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Ownership interest (percent) | 4.99% | ||||||||||
Sabby Management, LLC [Member] | 2016 Sabby Purchase Agreement [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of closings | closing | 2 | 2 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Based Compensation Expense (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock compensation expense | $ 871,270 | $ 942,369 |
Research & Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock compensation expense | 165,154 | 148,948 |
Sales & Marketing [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock compensation expense | 30,418 | 62,533 |
General & Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock compensation expense | $ 675,698 | $ 730,888 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Fair Value of Award Granted Using Black-Scholes Option Pricing Model (Detail) - Stock Options [Member] | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Dividend rate | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.30% | 1.60% |
Volatility | 65.00% | 56.00% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.70% | 1.70% |
Volatility | 73.00% | 66.00% |
Stockholders' Equity - Summar49
Stockholders' Equity - Summary of Stock Option Transactions (Detail) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Shares Available for Grant | ||
Options Available, Beginning balance | 6,149 | 606,061 |
Options Available, Additional shares authorized | 560,717 | 270,764 |
Options Available, Amendment to plan to authorize additional shares | 1,500,000 | |
Options Available, Exercised | 0 | |
Options Available, Granted | (1,339,259) | (955,713) |
Options Available, Canceled/Forfeited | 231,249 | 85,037 |
Options Available, Ending balance | 958,856 | 6,149 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Beginning balance | 1,858,839 | 1,072,011 |
Options granted | 1,339,259 | 955,713 |
Options exercised | (58,419) | (83,848) |
Options canceled/forfeited | (231,249) | (85,037) |
Ending balance | 2,908,430 | 1,858,839 |
Weighted-Average Exercise Price per Share | ||
Beginning balance (in dollars per share) | $ 4.82 | $ 6.34 |
Options granted (in dollars per share) | 1.36 | 3.08 |
Options exercised (in dollars per share) | 1.20 | 3.50 |
Options canceled/forfeited (in dollars per share) | 3.09 | 5.03 |
Ending balance (in dollars per share) | $ 3.42 | $ 4.82 |
Weighted Average Remaining Contractual Term | ||
Options outstanding at end of period | 8 years 5 months 23 days | 8 years 9 months |
Options vested at end of period | 8 years 1 month 17 days | |
Options vested and expected to vest at end of period | 8 years 5 months 23 days | |
Options vested at end of period (shares) | 1,450,033 | |
Options vested at end of period (in dollars per share) | $ 4.12 | |
Options vested and expected to vest at end of period (shares) | 2,908,430 | |
Options vested and expected to vest at end of period (in dollars per share) | $ 3.42 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Contingency [Line Items] | ||
Increase in the valuation allowance | $ 4,260,571 | |
Unrecognized tax benefits impacting effective tax rate | 0 | $ 0 |
Unrecognized tax benefit offset by change in valuation allowance | 794,962 | |
U.S. Federal Jurisdiction [Member] | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | 80,000,000 | |
U.S. Federal Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | ||
Income Tax Contingency [Line Items] | ||
Tax credit carryforwards | 1,500,000 | |
State Tax Jurisdiction [Member] | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | 52,000,000 | |
State Tax Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | ||
Income Tax Contingency [Line Items] | ||
Tax credit carryforwards | 1,200,000 | |
Foreign Tax Authority [Member] | Her Majesty's Revenue and Customs (HMRC) [Member] | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | $ 235,000 |
Income Taxes - Geographical Dis
Income Taxes - Geographical Distribution of Income (Loss) before Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (11,807,891) | $ (11,908,546) |
Foreign | (235,623) | 0 |
Loss before provision for income tax | $ (12,043,514) | $ (11,908,546) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense by Applying Statutory U.S. Federal Income Tax Rate to Income Before Income Taxes (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Tax on the loss before income tax expense computed at the federal statutory rate of 34% | $ (4,094,922) | $ (5,408,551) |
State tax (benefit) at statutory rate, net of federal benefit | (266,258) | (928,107) |
Foreign Rate Differential | 35,343 | 0 |
Change in Valuation Allowance | 4,260,571 | 4,199,154 |
Change in research and development credits | (129,974) | (60,991) |
Stock Based Compensation - ISO | 323,537 | 0 |
Change in fair value of warrants | (619,067) | 1,493,215 |
Change in state tax rate | 345,172 | 0 |
Other | 167,298 | 705,280 |
Provision for deferred taxes | $ 21,700 | $ 0 |
Effective income tax rate | 0.00% | 0.00% |
Federal statutory rate percentage | 34.00% | 34.00% |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Company's Deferred Tax Assets and Liabilities (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Non-Current Deferred Tax Assets: | ||
Reserves and accruals | $ 212,479 | $ 287,850 |
Net Operating Loss Carryforwards | 30,291,080 | 26,174,912 |
Research and development credits | 1,580,253 | 1,381,296 |
Intangible Assets | (68,894) | (74,113) |
Fixed Assets | 2,978 | 9,080 |
Total Non-Current Deferred Tax Assets | 32,017,896 | 27,779,025 |
Valuation Allowance | (32,039,596) | (27,779,025) |
Net Deferred Tax Liability | $ (21,700) | $ 0 |
Income Taxes - Summary of Gross
Income Taxes - Summary of Gross Unrecognized Tax Benefits (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance | $ 691,697 | $ 673,247 |
Increase related to prior year tax positions | 0 | 0 |
Decreases related to prior year tax positions | 35,804 | (13,207) |
Increase related to current year tax positions | 67,461 | 31,657 |
Decreases related to current year tax positions | 0 | 0 |
Ending Balance | $ 794,962 | $ 691,697 |
Net loss per share - Schedule o
Net loss per share - Schedule of Potentially Dilutive Securities Outstanding Excluded from Computations of Diluted Weighted-Average Shares Outstanding (Detail) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Underwriter [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding | 82,500 | 82,500 |
Series A Warrants to Purchase Shares of Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding | 2,425,605 | 2,425,605 |
Series B Warrants to Purchase Shares of Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding | 0 | 116,580 |
Series C Warrant to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding | 590,415 | 590,415 |
Series D Warrant To Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding | 2,930,812 | 1,280,324 |
Warrants Issued to 2010/2012 Convertible Note Holders to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding | 480,147 | 480,147 |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding | 2,908,430 | 1,858,839 |
Warrants Issued in 2009 to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding | 9,259 | 9,259 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding | 12,780,000 | 2,462,162 |
NeoForce Group, Inc. Acquisit56
NeoForce Group, Inc. Acquisition - Additional Information (Detail) - USD ($) | Sep. 08, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Amortization | $ 99,343 | $ 40,813 | |
NeoForce Group, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Revenue of acquiree | 279,000 | ||
Net income of acquiree | 76,000 | ||
NeoForce Group, Inc. [Member] | NeoForce, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition upfront cash payment | $ 1,000,000 | ||
Royalty payment period | 36 months | ||
Royalty payable | 11,142 | ||
Amortization | $ 53,000 | ||
Fair value of royalty | $ 153,000 | $ 136,000 | |
Fair value inputs, discount rate (percent) | 20.00% | 20.00% |
NeoForce Group, Inc. Acquisit57
NeoForce Group, Inc. Acquisition - Schedule of Aggregate Purchase Price Consideration (Detail) - NeoForce Group, Inc. [Member] - NeoForce, Inc [Member] | Sep. 08, 2015USD ($) |
Business Acquisition [Line Items] | |
Cash consideration | $ 1,000,000 |
Fair value of contingent consideration | 153,000 |
Total purchase price consideration | $ 1,153,000 |
NeoForce Group, Inc. Acquisit58
NeoForce Group, Inc. Acquisition - Fair Values of Assets Acquired (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 08, 2015 |
Business Acquisition [Line Items] | |||
Other intangible assets, net | $ 817,465 | $ 916,807 | |
NeoForce Group, Inc. [Member] | NeoForce, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Net tangible assets acquired | $ 39,377 | ||
Other intangible assets, net | 718,003 | ||
Net Assets Acquired | 1,153,000 | ||
NeoForce Group, Inc. [Member] | NeoForce, Inc [Member] | Customer Contracts [Member] | |||
Business Acquisition [Line Items] | |||
Net intangible assets acquired | 259,730 | ||
NeoForce Group, Inc. [Member] | NeoForce, Inc [Member] | Patents [Member] | |||
Business Acquisition [Line Items] | |||
Net intangible assets acquired | $ 135,890 |
NeoForce Group, Inc. Acquisit59
NeoForce Group, Inc. Acquisition - Schedule of Unaudited Pro Forma Financial Information (Detail) - NeoForce Group, Inc. [Member] - NeoForce, Inc [Member] | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Business Acquisition [Line Items] | |
Pro forma total revenues | $ 1,168,846 |
Pro forma net loss | $ (16,002,126) |
Pro forma net loss per share - basic and diluted (in dollars per share) | $ / shares | $ (1.70) |
Pro forma weighted-average shares-basic and diluted (shares) | shares | 9,425,880 |
Compensation Plan for Board M60
Compensation Plan for Board Members (Details) - Director [Member] | 3 Months Ended |
Sep. 30, 2016directorshares | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Number of board members elected to be paid in stock | director | 2 |
Issuance of common stock to board members in lieu of cash payments for quarterly board fees (shares) | shares | 25,422 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Mar. 07, 2017USD ($)shares | Mar. 06, 2017USD ($) | Feb. 28, 2017USD ($) | Jan. 27, 2017USD ($)shares | Jan. 18, 2017fundshares | Jan. 12, 2017shares | Jan. 10, 2017shares | Jan. 04, 2017shares | Dec. 22, 2016USD ($) | Jul. 24, 2015USD ($) | Jun. 30, 2016shares | Mar. 31, 2016shares | Sep. 30, 2015shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($) |
Subsequent Event [Line Items] | |||||||||||||||
Proceeds from issuance of common stock | $ | $ 0 | $ 1,434,194 | |||||||||||||
Aspire Capital Fund, LLC [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Issuance of common stock (shares) | shares | 506,585 | ||||||||||||||
Maximum commitment under stock purchase agreement | $ | $ 10,000,000 | ||||||||||||||
Purchase agreement term | 24 months | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of shares issued upon conversion | shares | 300,000 | 900,000 | 1,000,000 | ||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of shares converted | shares | 1,000 | ||||||||||||||
Essentialis, Inc. [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Amount of financing needed | $ | $ 8,000,000 | ||||||||||||||
Subsequent event [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Proceeds from issuance of common stock | $ | $ 10,000,000 | ||||||||||||||
Shares issued for financing (shares) | shares | 8,333,333 | ||||||||||||||
Number of funds | fund | 2 | ||||||||||||||
Subsequent event [Member] | Aspire Capital Fund, LLC [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Proceeds from issuance of common stock | $ | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | ||||||||||||
Issuance of common stock (shares) | shares | 2,083,333 | 708,333 | |||||||||||||
Maximum commitment under stock purchase agreement | $ | $ 17,000,000 | ||||||||||||||
Purchase agreement term | 30 months | ||||||||||||||
Subsequent event [Member] | Common Stock [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of shares issued upon conversion | shares | 601,000 | 601,000 | 601,000 | 601,000 | |||||||||||
Subsequent event [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of shares converted | shares | 601 | 601 | 601 | 601 | |||||||||||
Subsequent event [Member] | Settled Litigation [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Payment to dismiss lawsuit | $ | $ 175,000 | ||||||||||||||
Subsequent event [Member] | Essentialis, Inc. [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Proceeds from issuance of common stock | $ | $ 8,000,000 | $ 8,000,000 | |||||||||||||
Common stock shares issued in acquisition (shares) | $ | $ 18,916,940 | ||||||||||||||
Shares reserved for indemnification claims (shares) | shares | 913,379 | ||||||||||||||
Indemnification claims period | 1 year | ||||||||||||||
Contingent consideration potential additional shares issuable if milestones are reached (shares) | shares | 4,566,948 | ||||||||||||||
Maximum total common stock issuable in acquisition (in shares) | shares | 24,397,267 | ||||||||||||||
Maximum potential cash earnout payments | $ | $ 30,000,000 |