Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CHF Solutions, Inc. | |
Entity Central Index Key | 1,506,492 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 625,791 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 2,513 | $ 1,323 |
Accounts receivable | 780 | 282 |
Inventory | 1,337 | 677 |
Other current assets | 108 | 137 |
Total current assets | 4,738 | 2,419 |
Property, plant and equipment, net | 575 | 540 |
Intangible assets, net | 3,817 | 4,302 |
Goodwill | 189 | 189 |
Other assets | 21 | 21 |
TOTAL ASSETS | 9,340 | 7,471 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,412 | 2,351 |
Accrued compensation | 815 | 909 |
Total current liabilities | 2,227 | 3,260 |
Common stock warrant liability | 6 | 1,843 |
Other liabilities | 126 | 126 |
Total liabilities | 2,359 | 5,229 |
Commitments and contingencies | ||
Stockholders' equity | ||
Preferred stock | 0 | 0 |
Common stock as of September 30, 2017 and December 31, 2016, par value $0.0001 per share; authorized 100,000,000 shares, issued and outstanding 625,844 and 38,862, respectively | 0 | 0 |
Additional paid-in capital | 180,972 | 169,496 |
Accumulated other comprehensive income: | ||
Foreign currency translation adjustment | 1,228 | 1,235 |
Accumulated deficit | (175,219) | (168,974) |
Total stockholders' equity | 6,981 | 1,757 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 9,340 | 7,471 |
Series A Junior Participating Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock | 0 | 0 |
Series B-1 Convertible Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock | 0 | 0 |
Series C Convertible Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock | 0 | 0 |
Series D Convertible Preferred Stock [Member] | ||
Temporary Stockholders' Equity | ||
Series D convertible preferred stock as of September 30, 2017 and December 31, 2016, par value $0.0001 per share; authorized 0 and 900 shares, respectively, issued and outstanding 0 and 700, respectively | $ 0 | $ 485 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Stockholders' equity | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 39,970,000 | 39,964,375.6 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 625,844 | 38,862 |
Common stock, shares outstanding (in shares) | 625,844 | 38,862 |
Series A Junior Participating Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 30,000 | 30,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series B-1 Convertible Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 0 | 1,824.4 |
Preferred stock, shares issued (in shares) | 0 | 1,824.4 |
Preferred stock, shares outstanding (in shares) | 0 | 1,824.4 |
Series C Convertible Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 0 | 2,900 |
Preferred stock, shares issued (in shares) | 0 | 2,900 |
Preferred stock, shares outstanding (in shares) | 0 | 2,900 |
Series D Convertible Preferred Stock [Member] | ||
Temporary Stockholders' Equity | ||
Temporary stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary stock, shares authorized (in shares) | 0 | 900 |
Temporary stock, shares issued (in shares) | 0 | 700 |
Temporary stock, shares outstanding (in shares) | 0 | 700 |
Stockholders' equity | ||
Preferred stock, shares outstanding (in shares) | 0 | 700 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) [Abstract] | ||||
Net sales | $ 957 | $ 543 | $ 2,722 | $ 543 |
Costs and expenses: | ||||
Cost of goods sold | 782 | 187 | 1,912 | 187 |
Selling, general and administrative | 2,671 | 2,683 | 7,478 | 5,444 |
Research and development | 367 | 1,735 | 1,002 | 7,511 |
Total costs and expenses | 3,820 | 4,605 | 10,392 | 13,142 |
Loss from operations | (2,863) | (4,062) | (7,670) | (12,599) |
Other income (expense): | ||||
Interest expense | 0 | (68) | 0 | (504) |
Loss on early retirement of long-term debt | 0 | (500) | 0 | (500) |
Other income, net | 17 | 2 | 28 | 2 |
Warrant valuation expense | 0 | 0 | (67) | 0 |
Change in fair value of warrant liability | 4 | 646 | 1,470 | 646 |
Total other income (expense) | 21 | 80 | 1,431 | (356) |
Loss before income taxes | (2,842) | (3,982) | (6,239) | (12,955) |
Income tax benefit (expense), net | (5) | 65 | (6) | 64 |
Net loss | $ (2,847) | $ (3,917) | $ (6,245) | $ (12,891) |
Basic and diluted loss per share (in dollars per share) | $ (4.55) | $ (117.66) | $ (25.36) | $ (409.02) |
Weighted average shares outstanding - basic and diluted (in shares) | 626 | 33 | 359 | 32 |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | $ (1) | $ (6) | $ (7) | $ (12) |
Total comprehensive loss | $ (2,848) | $ (3,923) | $ (6,252) | $ (12,903) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Operating Activities: | ||
Net loss | $ (6,245) | $ (12,891) |
Adjustments to reconcile net loss to cash flows used in operating activities: | ||
Depreciation and amortization expense | 656 | 457 |
Stock-based compensation expense, net | 391 | 764 |
Amortization of debt discount and financing fees | 0 | 187 |
Loss on retirement of long-term debt | 0 | 500 |
Change in fair value of warrant liability | (1,470) | (646) |
Warrant valuation expense | 67 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (498) | (111) |
Inventory | (660) | (202) |
Other current assets | 28 | 256 |
Other assets | 0 | (471) |
Accounts payable and accrued expenses | (1,038) | (1,406) |
Net cash used in operations | (8,769) | (13,563) |
Investing Activities: | ||
Purchases of property and equipment | (206) | (110) |
Acquisition of Aquadex product line | 0 | (4,000) |
Net cash used in investing activities | (206) | (4,110) |
Financing Activities: | ||
Net proceeds from public stock offering | 8,002 | 0 |
Net proceeds from exercise of warrants | 1,981 | 0 |
Net proceeds from the sale of common stock, preferred stock, and warrants | 184 | 3,362 |
Repayments on borrowings on long-term debt | 0 | (8,000) |
Net cash provided by (used in) financing activities | 10,167 | (4,638) |
Effect of exchange rate changes on cash | (2) | (10) |
Net increase (decrease) in cash and cash equivalents | 1,190 | (22,321) |
Cash and cash equivalents - beginning of period | 1,323 | 23,113 |
Cash and cash equivalents - end of period | 2,513 | 792 |
Supplement schedule of non-cash activities | ||
Warrants issued as inducement to warrant exercise | 509 | 0 |
Conversion of temporary equity to permanent equity | 485 | 0 |
Common stock issued for business acquisition | 0 | 950 |
Supplemental cash flow information | ||
Cash paid for interest | 0 | 840 |
Cash paid for income taxes | $ 8 | $ 47 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Nature of Business and Basis of Presentation [Abstract] | |
Nature of Business and Basis of Presentation | Note 1 – Nature of Business and Basis of Presentation Nature of Business : Prior to July 2016, the Company was focused on developing the C-Pulse® Heart Assist System for treatment of Class III and ambulatory Class IV heart failure. The C-Pulse System utilized the known concept of counterpulsation applied to the aorta. In March 2016, the Company announced that it was no longer enrolling patients into its two clinical studies for the C-Pulse System and that it planned to pursue a new strategic direction. In July 2016, the Company announced that it was moving forward with a therapeutic strategy utilizing neuromodulation rather than counterpulsation. In August 2016, the Company acquired the Aquadex business from a subsidiary of Baxter International, Inc. (“Baxter”), a global leader in the hospital products and dialysis markets (herein referred to as the “Aquadex Business.”) On September 29, 2016, the Company announced a strategic refocus of its near-term strategy that included halting clinical evaluations of its neuromodulation technology to fully focus its resources on its recently acquired Aquadex Business, taking actions to reduce its cash burn, and reviewing potential strategic alliances and financing alternatives. On May 23, 2017, the Company announced it was changing its name from Sunshine Heart, Inc. to CHF Solutions, Inc.to more appropriately reflect the direction of its business. During 2017, the Company’s board of directors and stockholders approved two reverse stock splits (together, the Reverse Stock Splits). Neither reverse stock split changed the par value of the Company’s common stock or the number of common or preferred shares authorized by the Company’s Fourth Amended and Restated Certificate of Incorporation. The first reverse stock split was a 1-for-30 reverse split of the Company’s outstanding common stock that became effective after trading on January 12, 2017. The second reverse stock split was a 1-for-20 reverse split of the Company’s outstanding common stock that became effective after trading on October 12, 2017. All share and per-share amounts have been retroactively adjusted to reflect the Reverse Stock Splits for all periods presented. Principles of Consolidation: For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. Going Concern: The Company became a revenue generating company after acquiring the Aquadex Business in August 2016. The Company expects to incur additional losses in the near-term as it grows the Aquadex Business, including investments in expanding its sales and marketing capabilities, clinical evaluations, purchasing inventory, manufacturing components, and complying with the requirements related to being a U.S. public company. To become and remain profitable, the Company must succeed in expanding the adoption and market acceptance of the Aquadex FlexFlow. This will require the Company to succeed in training personnel at hospitals and effectively and efficiently manufacturing, marketing and distributing the Aquadex FlexFlow and related components. There can be no assurance that the Company will succeed in these activities, and it may never generate revenues sufficient to achieve profitability. The Company may require additional funding in the future, which may not be available on terms favorable to the Company, or at all. The Company’s ability to continue as a going concern may be dependent on the Company’s ability to raise additional capital based on the achievement of commercial milestones. Should future capital raising be unsuccessful, the Company may not be able to continue as a going concern. On April 24, 2017, the Company closed on an underwritten public equity offering for net proceeds of approximately $8.0 million after deducting the underwriting discounts and commissions and other costs associated with the offering (see Note 4 - Equity). The Company believes it will need to raise additional funds to finance its operations in the fourth quarter of 2017 or first quarter of 2018. The Company may receive those funds from the proceeds from future warrant exercises, issuances of equity securities, or other financing transactions. No adjustments have been made relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company not continue as a going concern. Revenue Recognition: Accounts Receivable Inventories Intangible assets whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. Goodwill: The Company evaluates goodwill for impairment annually on November 1 st Step 1 involves comparing the estimated fair value of each respective reporting unit to its carrying value, including goodwill. If the estimated fair value exceeds the carrying value, the reporting unit’s goodwill is not considered impaired. If the carrying value exceeds the estimated fair value, step 2 must be performed to determine whether goodwill is impaired and, if so, the amount of the impairment. Step 2 involves calculating an implied fair value of goodwill by performing a hypothetical allocation of the estimated fair value of the reporting unit determined in step 1 to the respective tangible and intangible net assets of the reporting unit. The remaining implied goodwill is then compared to the actual carrying amount of the goodwill for the reporting unit. To the extent the carrying amount of goodwill exceeds the implied goodwill, the difference is the amount of the goodwill impairment. No impairments have been identified or recorded in the periods presented. Contingent consideration Common stock warrant liability Earnings per share: The following table sets forth the potential shares of common stock that are not included in the calculation of diluted net loss per share because to do so would be anti-dilutive as of the end of each period presented: September 30 2017 2016 Stock options 36,874 4,816 Restricted stock units 324 731 Warrants to purchase common stock 496,629 6,885 Series B Convertible Preferred Stock - 3,948 Total 533,827 16,380 New Accounting Pronouncements: In May 2014, August 2015, March 2016, April 2016 and May 2016, the FASB issued amended revenue recognition guidance to clarify the principles for recognizing revenue from contracts with customers. The guidance requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. The guidance also requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. This guidance will be effective for the Company’s interim and annual periods beginning January 1, 2018. Although the assessment is not complete, the In November 2015, the FASB issued amended guidance concerning the classification of deferred taxes on the balance sheet to require that deferred tax assets and deferred tax liabilities be presented as noncurrent in a classified balance sheet. The amendment was effective for our annual and interim reporting periods beginning January 1, 2017, with early adoption permitted. The Company adopted this standard in the first quarter of 2017 with no impact on the Company’s consolidated financial statements as all net deferred tax assets are fully reserved. In February 2016, the FASB issued updated guidance to improve financial reporting about leasing transactions. This guidance will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. This guidance is effective for the Company’s annual and quarterly reporting periods beginning January 1, 2019. The Company is evaluating the impact that the adoption of this standard will have on its consolidated financial statements and disclosures. In January 2017, the FASB issued amended guidance to simplify the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test. A goodwill impairment will now be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, limited to the amount of goodwill allocated to that reporting unit. This guidance is to be applied on a prospective basis effective for the Company’s interim and annual periods beginning after January 1, 2020, with early adoption permitted for any impairment tests performed after January 1, 2017. The Company is currently evaluating the effect of this update on its consolidated financial statements |
Aquadex Acquisition
Aquadex Acquisition | 9 Months Ended |
Sep. 30, 2017 | |
Aquadex Acquisition [Abstract] | |
Aquadex Acquisition | Note 2 – Aquadex Acquisition On August 5, 2016, the Company completed the acquisition of certain assets used in the production and sale of the Aquadex product line from Baxter. The acquisition of these assets meets the criteria for the purchase of a business, and Business Combinations In connection with the acquisition of the Aquadex Business, the Company entered into a manufacturing and supply agreement with Baxter whereby Baxter agreed to manufacture and supply all of the Company’s finished goods for a period of up to 18 months from the close of the transaction. The Company completed the acquisition in order to strengthen its presence in the heart failure market. Purchase Consideration: (in thousands) Cash consideration $ 4,000 Common stock consideration 950 Fair value of contingent consideration 126 Total purchase consideration $ 5,076 - Common Stock Consideration: - Contingent Consideration: Purchase price consideration does not include expenses of $0.9 million for accounting, audit, legal, and valuation services that were incurred as part of the transaction and were expensed as incurred. The acquisition was recorded by recognizing the assets acquired at their estimated fair value at the acquisition date. The excess of the cost of the acquisition over the fair value of the assets acquired was recorded as goodwill. The fair values were based on management’s analysis, including work performed by third-party valuation specialists. The following presents the amounts recognized for the assets acquired on August 5, 2016 (in thousands): Capital lease asset $ 307 Intangible assets 4,580 Total identifiable assets acquired 4,887 Goodwill 189 Total purchase consideration $ 5,076 The goodwill is primarily attributable to new and/or future customer relationships that were not acquired in the transaction. The fair value of the capital lease asset utilized a combination of the cost and market approaches, depending on the characteristics of the asset classification. Of the $4.6 million of acquired intangible assets, $3.1 million was assigned to customer relationships, $1.1 million was assigned to developed technology, and $0.4 million was assigned to trademarks and tradename. All intangible assets are estimated to have a useful life of 7 years. Pro Forma Condensed Combined Financial Information (Unaudited) The following unaudited pro forma combined financial information summarizes the results of operations for three months and nine months ended September 30, 2016 as if the acquisition of Aquadex had been completed on of January 1, 2016. Pro forma information reflects adjustments that are expected to have a continuing impact on our results of operations and are directly attributable to the acquisition. The unaudited pro forma results include adjustments to reflect, among other things, direct transaction costs relating to the acquisition, the difference in intangible asset amortization to be incurred based on the preliminary values of each identifiable intangible asset, and the difference in depreciation expense to be incurred based on preliminary value of the capital lease asset. The pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition had occurred as of January 1, 2016 or that may be obtained in the future, and do not reflect future synergies, integration costs, or other such costs or savings. ($ in thousands, except per share amounts) Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Pro forma net sales $ 957 $ 791 $ 2,722 $ 2,414 Pro forma net loss from operations (2,863 ) (3,146 ) (7,670 ) (12,519 ) Pro forma basic and diluted net loss per share $ (4.55 ) $ (94.50 ) $ (25.36 ) $ (397.21 ) |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt [Abstract] | |
Debt | Note 3 - Debt Prior Loan Agreement On August 4, 2016, the Company repaid all remaining amounts outstanding under the agreement, and incurred a $0.5 million loss on early extinguishment of debt, including the accelerated write-off all unamortized warrants and debt issuance costs. Warrants: New Loan Agreement: |
Equity
Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Equity | Note 4 - Equity Series B/B-1 Convertible Preferred Stock On October 30, 2016, the Company entered into an exchange agreement with the holders of its Series B Convertible Preferred Stock and agreed to issue such holders 2,227.2 shares of the Company’s Series B-1 Convertible Preferred Stock in exchange for the cancellation of all shares of Series B Convertible Preferred Stock held by such holders. The Series B-1 Convertible Preferred Stock had similar terms as the Series B Convertible Preferred Stock, except that the initial conversion price of the Series B-1 Convertible Preferred Stock was $102.0 per share. As of December 31, 2016, 402.8 shares of the Series B-1 Convertible Preferred Stock had been converted into 3,948 shares of common stock, and 1,824.4 shares of Series B-1 Convertible Preferred Stock remained outstanding. As of September 30, 2017, all remaining Series B-1 Convertible Preferred Stock had been converted into an additional 17,866 shares of common stock and none remained outstanding. Series C and D Convertible Preferred Stock . The Series D Convertible Preferred Stock with a carrying value of $0.5 million was classified as temporary equity in the consolidated balance sheet as of December 31, 2016 because the Company could not control the settlement of its redemption in common stock. The temporary equity was not remeasured to fair value each period through earnings because the events that could trigger its redemption were not probable of occurrence. There were no shares of the Series D Convertible Preferred Stock outstanding as of September 30, 2017. Series E Convertible Preferred Stock The offering comprised of Class A Units, priced at a public offering price of $20.00 per unit, with each unit consisting of one share of common stock and one five-year warrant to purchase one share of common stock with an exercise price of $22.0 per share, and Class B Units, priced at a public offering price of $1,000 per unit, with each unit comprised of one share of preferred stock, which was convertible into 50 shares of common stock, and warrants to purchase 50 shares of common stock, also with an exercise price of $22.0 per share. The conversion price of the Series E Convertible Preferred Stock as well as the exercise price of the warrants are fixed and do not contain any variable pricing features nor any price based anti-dilutive features apart from customary adjustments for splits and reverse splits of common stock. A total of 140,000 shares of common stock, 6,400 shares of Series E Convertible Preferred Stock convertible into 320,000 shares of common stock, and warrants to purchase 640,000 shares of common stock were issued in the offering including the full exercise of the underwriter’s over-allotment option to purchase additional shares and warrants. The Series E Convertible Preferred Stock included a beneficial conversion amount of $1.0 million, representing the intrinsic value of the shares at the time of issuance. This amount is reflected as an increase to the loss per share allocable to common stockholders in the nine months ended September 30, 2017 . In connection with the issuance of the Series B, C and D Convertible Preferred Shares, the Company paid the placement agent an aggregate cash placement fee equal to 6% of the aggregate gross proceeds raised in the offering and issued warrants as described below. In connection with the issuance of the Series E Convertible Preferred Shares, the Company paid the placement agent an aggregate cash placement fee equal to 9% of the aggregate gross proceeds raised in the offering. There were no warrants issued to the placement agent as part of this financing. Investor Warrants In connection with the issuance of the Series C and D Convertible Preferred Stock in November 2016, the Company issued the investor at no additional cost warrants to purchase 35,295 shares of common stock at an exercise price of $108.0 per share. In connection with the issuance of the Series D Convertible Preferred Stock at the second closing in January 2017, the Company issued the investor at no additional cost warrants to purchase 1,961 shares of common stock at an exercise price of $108.0 per share. The warrants were exercisable for 60 months commencing on the earlier of the day of the receipt of approval of the Company’s stockholders of a proposal to approve the issuance of the shares of common stock underlying the warrants, or the six-month anniversary of the date of issuance. These warrants were subject to a reduction of the exercise price if the Company subsequently issued common stock or equivalents at an effective price less than the current exercise price of such warrants. Warrant Exercise Agreement: The Company entered into the letter agreement with the investors to incent the exercise of the Original Warrants in order to receive the cash proceeds from the exercise of the Original Warrants and because the exercise of the Original Warrants would allow the Company to remove the warrant liability from its balance sheet and avoid future fair value adjustments and associated volatility in its consolidated financial statements, as the Replacement Warrants are not accounted for as liabilities based on their terms. As of September 30, 2017, there were no Original Warrants outstanding and all Replacement Warrants under the letter agreement had been issued. Placement Agent Warrant: Warrant Valuation The Replacement Warrants were valued at $0.5 million using the Black Scholes valuation model with the following assumptions: an expected dividend yield of 0%, expected stock price volatility of 49.65%-50.38%, risk-free interest rates of 1.95%-1.97% and an expected life of 5 years. The warrants have a five-year life and were fully vested at the date of grant. The terms of the Replacement Warrants do not require them to be accounted for as liabilities and are therefore recorded in equity. As in incentive to early exercise the Original Warrants, the fair value provided to investors through the Replacement Warrants exceeded the fair value of the Original Warrants that was relinquished by the warrant holders by approximately $0.1 million, which has been reflected as an expense in the consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2017. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | Note 5 - Stock-Based Compensation Under the fair value recognition provisions of U.S. GAAP for accounting for stock-based compensation, the Company measures stock-based compensation expense at the grant date based on the fair value of the award and recognizes the compensation expense over the requisite service period, which is generally the vesting period. The following table presents the classification of stock-based compensation expense recognized for the periods below: Nine months ended September 30, (in thousands) 2017 2016 Selling, general and administrative expense $ 351 $ 506 Research and development expense 43 314 Total stock-based compensation expense $ 394 $ 820 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | Note 6 - Fair Value of Financial Instruments The Company’s financial instruments consist of cash equivalents, warrants, and contingent consideration. Pursuant to the requirements of ASC Topic 820 “Fair Value Measurement,” · Level 1 · Level 2 · Level 3 The fair value of the Company’s common stock warrant liability related to the Original Warrants was calculated using a Monte Carlo valuation model and was classified as Level 3 in the fair value hierarchy. The common stock warrants issued July 26, 2016 had a fair value of $226,000 on December 31, 2016 and $46,000 as of their dates of exercise. The common stock warrants issued November 3, 2016 had a fair value of $1.5 million on December 31, 2016 and $0.4 million as of their exercise dates. The common stock warrants issued January 12, 2017 had a fair value $72,000 on the date of issuance and $18,000 as of the date of exercise. All Original Warrants were classified as a warrant liability and were exercised during the nine months ended September 30, 2017. The fair value of the Company’s common stock warrant liability related to the placement agent warrants is calculated using a Black Scholes valuation model and is classified as Level 3 in the fair value hierarchy. Fair values were calculated using the following assumptions: As of Dec. 31, 2016 As of date of exercise Risk-free interest rates, adjusted for continuous compounding 1.47/1.96 % 1.45-1.99 % Term (years) 3.1/5.3 2.84-5.50 Expected volatility 55.3/49.8 % 49.9-58.5 % Dates and probability of future equity raises various various The fair value of the Company's contingent consideration, as described in Note 2, was initially measured based on the consideration expected to be transferred (probability-weighted), discounted back to present value, and it is considered a Level 3 instrument. The discount rate used was determined at the time of measurement in accordance with accepted valuation methods. The Company measures the liability on a recurring basis using Level 3 inputs including probabilities of payment and projected payment dates. Changes to any of the inputs may result in significantly higher or lower fair value measurements. There were no changes in the fair value of the contingent consideration subsequent to the initial measurement. All cash equivalents are considered Level 1 measurements for all periods presented. The Company does not have any financial instruments classified as Level 2 or any other classified as Level 3 and there were no movements between these categories during the periods ended September 30, 2017 and December 31, 2016. The Company believes that the carrying amounts of all remaining financial instruments approximate their fair value due to their relatively short maturities. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | Note 7 – Income Taxes The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the net deferred tax assets. The Company has established a full valuation allowance for U.S. and foreign deferred tax assets due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, the Company has not reflected any benefit of such net deferred tax assets in the accompanying consolidated financial statements. During 2017, the Company experienced an ownership change as defined in Section 382 of the Internal Revenue Code which will limit the ability to utilize the Company’s net operating losses (NOLs). The Company may have experienced additional ownership changes in earlier years further limiting the NOL carry-forwards that may be utilized. The Company has not yet completed a formal Section 382 analysis. The general limitation rules allow the Company to utilize its NOLs subject to an annual limitation that is determined by multiplying the federal long-term tax-exempt rate by the Company’s value immediately before the ownership change. As of September 30, 2017, there were no material changes to what the Company disclosed regarding tax uncertainties or penalties in its Annual Report on Form 10-K for the year ended December 31, 2016. |
Nature of Business and Basis 13
Nature of Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Nature of Business and Basis of Presentation [Abstract] | |
Principles of Consolidation | Principles of Consolidation: For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. |
Going Concern | Going Concern: The Company became a revenue generating company after acquiring the Aquadex Business in August 2016. The Company expects to incur additional losses in the near-term as it grows the Aquadex Business, including investments in expanding its sales and marketing capabilities, clinical evaluations, purchasing inventory, manufacturing components, and complying with the requirements related to being a U.S. public company. To become and remain profitable, the Company must succeed in expanding the adoption and market acceptance of the Aquadex FlexFlow. This will require the Company to succeed in training personnel at hospitals and effectively and efficiently manufacturing, marketing and distributing the Aquadex FlexFlow and related components. There can be no assurance that the Company will succeed in these activities, and it may never generate revenues sufficient to achieve profitability. The Company may require additional funding in the future, which may not be available on terms favorable to the Company, or at all. The Company’s ability to continue as a going concern may be dependent on the Company’s ability to raise additional capital based on the achievement of commercial milestones. Should future capital raising be unsuccessful, the Company may not be able to continue as a going concern. On April 24, 2017, the Company closed on an underwritten public equity offering for net proceeds of approximately $8.0 million after deducting the underwriting discounts and commissions and other costs associated with the offering (see Note 4 - Equity). The Company believes it will need to raise additional funds to finance its operations in the fourth quarter of 2017 or first quarter of 2018. The Company may receive those funds from the proceeds from future warrant exercises, issuances of equity securities, or other financing transactions. No adjustments have been made relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company not continue as a going concern. |
Revenue Recognition | Revenue Recognition: |
Accounts Receivable | Accounts Receivable |
Inventories | Inventories |
Intangible Assets | Intangible assets whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. |
Goodwill | Goodwill: The Company evaluates goodwill for impairment annually on November 1 st Step 1 involves comparing the estimated fair value of each respective reporting unit to its carrying value, including goodwill. If the estimated fair value exceeds the carrying value, the reporting unit’s goodwill is not considered impaired. If the carrying value exceeds the estimated fair value, step 2 must be performed to determine whether goodwill is impaired and, if so, the amount of the impairment. Step 2 involves calculating an implied fair value of goodwill by performing a hypothetical allocation of the estimated fair value of the reporting unit determined in step 1 to the respective tangible and intangible net assets of the reporting unit. The remaining implied goodwill is then compared to the actual carrying amount of the goodwill for the reporting unit. To the extent the carrying amount of goodwill exceeds the implied goodwill, the difference is the amount of the goodwill impairment. No impairments have been identified or recorded in the periods presented. |
Contingent Consideration | Contingent consideration |
Common Stock Warrant Liability | Common stock warrant liability |
Earnings Per Share | Earnings per share: The following table sets forth the potential shares of common stock that are not included in the calculation of diluted net loss per share because to do so would be anti-dilutive as of the end of each period presented: September 30 2017 2016 Stock options 36,874 4,816 Restricted stock units 324 731 Warrants to purchase common stock 496,629 6,885 Series B Convertible Preferred Stock - 3,948 Total 533,827 16,380 |
New Accounting Pronouncements | New Accounting Pronouncements: In May 2014, August 2015, March 2016, April 2016 and May 2016, the FASB issued amended revenue recognition guidance to clarify the principles for recognizing revenue from contracts with customers. The guidance requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. The guidance also requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. This guidance will be effective for the Company’s interim and annual periods beginning January 1, 2018. Although the assessment is not complete, the In November 2015, the FASB issued amended guidance concerning the classification of deferred taxes on the balance sheet to require that deferred tax assets and deferred tax liabilities be presented as noncurrent in a classified balance sheet. The amendment was effective for our annual and interim reporting periods beginning January 1, 2017, with early adoption permitted. The Company adopted this standard in the first quarter of 2017 with no impact on the Company’s consolidated financial statements as all net deferred tax assets are fully reserved. In February 2016, the FASB issued updated guidance to improve financial reporting about leasing transactions. This guidance will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. This guidance is effective for the Company’s annual and quarterly reporting periods beginning January 1, 2019. The Company is evaluating the impact that the adoption of this standard will have on its consolidated financial statements and disclosures. In January 2017, the FASB issued amended guidance to simplify the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test. A goodwill impairment will now be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, limited to the amount of goodwill allocated to that reporting unit. This guidance is to be applied on a prospective basis effective for the Company’s interim and annual periods beginning after January 1, 2020, with early adoption permitted for any impairment tests performed after January 1, 2017. The Company is currently evaluating the effect of this update on its consolidated financial statements |
Nature of Business and Basis 14
Nature of Business and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Nature of Business and Basis of Presentation [Abstract] | |
Potential Shares of Common Stock not Included in Diluted Net Loss Per Share | The following table sets forth the potential shares of common stock that are not included in the calculation of diluted net loss per share because to do so would be anti-dilutive as of the end of each period presented: September 30 2017 2016 Stock options 36,874 4,816 Restricted stock units 324 731 Warrants to purchase common stock 496,629 6,885 Series B Convertible Preferred Stock - 3,948 Total 533,827 16,380 |
Aquadex Acquisition (Tables)
Aquadex Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Aquadex Acquisition [Abstract] | |
Purchase Consideration for Business | Purchase Consideration: (in thousands) Cash consideration $ 4,000 Common stock consideration 950 Fair value of contingent consideration 126 Total purchase consideration $ 5,076 |
Amounts Recognized for Assets Acquired | The following presents the amounts recognized for the assets acquired on August 5, 2016 (in thousands): Capital lease asset $ 307 Intangible assets 4,580 Total identifiable assets acquired 4,887 Goodwill 189 Total purchase consideration $ 5,076 |
Summary of Pro Forma Information | The following unaudited pro forma combined financial information summarizes the results of operations for three months and nine months ended September 30, 2016 as if the acquisition of Aquadex had been completed on of January 1, 2016. Pro forma information reflects adjustments that are expected to have a continuing impact on our results of operations and are directly attributable to the acquisition. The unaudited pro forma results include adjustments to reflect, among other things, direct transaction costs relating to the acquisition, the difference in intangible asset amortization to be incurred based on the preliminary values of each identifiable intangible asset, and the difference in depreciation expense to be incurred based on preliminary value of the capital lease asset. The pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition had occurred as of January 1, 2016 or that may be obtained in the future, and do not reflect future synergies, integration costs, or other such costs or savings. ($ in thousands, except per share amounts) Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Pro forma net sales $ 957 $ 791 $ 2,722 $ 2,414 Pro forma net loss from operations (2,863 ) (3,146 ) (7,670 ) (12,519 ) Pro forma basic and diluted net loss per share $ (4.55 ) $ (94.50 ) $ (25.36 ) $ (397.21 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Stock-Based Compensation [Abstract] | |
Summary of Classification of Stock-based Compensation Expense | The following table presents the classification of stock-based compensation expense recognized for the periods below: Nine months ended September 30, (in thousands) 2017 2016 Selling, general and administrative expense $ 351 $ 506 Research and development expense 43 314 Total stock-based compensation expense $ 394 $ 820 |
Fair Value of Financial Instr17
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value of Financial Instruments [Abstract] | |
Schedule of Fair Value Assumptions | Fair values were calculated using the following assumptions: As of Dec. 31, 2016 As of date of exercise Risk-free interest rates, adjusted for continuous compounding 1.47/1.96 % 1.45-1.99 % Term (years) 3.1/5.3 2.84-5.50 Expected volatility 55.3/49.8 % 49.9-58.5 % Dates and probability of future equity raises various various |
Nature of Business and Basis 18
Nature of Business and Basis of Presentation (Details) $ in Thousands | Oct. 12, 2017 | Apr. 24, 2017USD ($) | Jan. 12, 2017 | Mar. 31, 2016Study | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($)StockSplitCustomershares | Sep. 30, 2016USD ($)shares | Dec. 31, 2016USD ($)Customer |
Nature of Business [Abstract] | ||||||||
Number of clinical studies for C-Pulse System | Study | 2 | |||||||
Number of reverse stock split | StockSplit | 2 | |||||||
Reverse stock split ratio | 20 | 30 | ||||||
Going Concern [Abstract] | ||||||||
Retained earnings (accumulated deficit) | $ (175,219) | $ (175,219) | $ (168,974) | |||||
Net proceeds from issuance of convertible preferred stock | $ 8,000 | |||||||
Accounts Receivable [Abstract] | ||||||||
Accounts receivables maximum credit period from invoice date | 30 days | |||||||
Allowance for doubtful accounts | 0 | $ 0 | $ 0 | |||||
Intangible Assets [Abstract] | ||||||||
Estimated useful life | 7 years | |||||||
Intangible assets impairments loss | $ 0 | $ 0 | ||||||
Goodwill [Abstract] | ||||||||
Goodwill impairment loss | $ 0 | $ 0 | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Potential shares of common stock that are not included in the calculation of diluted net loss per share (in shares) | shares | 533,827 | 16,380 | ||||||
Net Sales [Member] | ||||||||
Revenue Recognition [Abstract] | ||||||||
Number of customers | Customer | 2 | |||||||
Accounts Receivable [Member] | ||||||||
Revenue Recognition [Abstract] | ||||||||
Number of customers | Customer | 3 | 2 | ||||||
Series C and D Convertible Preferred Stock [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Net deemed dividend to preferred shareholders | $ 1,800 | |||||||
Series E Convertible Preferred Stock [Member] | ||||||||
Going Concern [Abstract] | ||||||||
Net proceeds from issuance of convertible preferred stock | $ 8,000 | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Net deemed dividend to preferred shareholders | $ 1,000 | $ 1,000 | ||||||
Series B Convertible Preferred Stock [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Potential shares of common stock that are not included in the calculation of diluted net loss per share (in shares) | shares | 0 | 3,948 | ||||||
Customer One [Member] | Net Sales [Member] | ||||||||
Revenue Recognition [Abstract] | ||||||||
Concentration of risk | 13.90% | |||||||
Customer One [Member] | Accounts Receivable [Member] | ||||||||
Revenue Recognition [Abstract] | ||||||||
Concentration of risk | 19.30% | 21.20% | ||||||
Customer Two [Member] | Net Sales [Member] | ||||||||
Revenue Recognition [Abstract] | ||||||||
Concentration of risk | 10.80% | |||||||
Customer Two [Member] | Accounts Receivable [Member] | ||||||||
Revenue Recognition [Abstract] | ||||||||
Concentration of risk | 11.40% | 17.60% | ||||||
Customer Three [Member] | Accounts Receivable [Member] | ||||||||
Revenue Recognition [Abstract] | ||||||||
Concentration of risk | 10.40% | |||||||
Stock Options [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Potential shares of common stock that are not included in the calculation of diluted net loss per share (in shares) | shares | 36,874 | 4,816 | ||||||
Restricted Stock Units [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Potential shares of common stock that are not included in the calculation of diluted net loss per share (in shares) | shares | 324 | 731 | ||||||
Warrants to Purchase Common Stock [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Potential shares of common stock that are not included in the calculation of diluted net loss per share (in shares) | shares | 496,629 | 6,885 |
Aquadex Acquisition (Details)
Aquadex Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 05, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Amounts recognized for assets acquired [Abstract] | ||||||
Goodwill | $ 189 | $ 189 | $ 189 | |||
Aquadex Product Line [Member] | ||||||
Total purchase consideration [Abstract] | ||||||
Cash consideration | $ 4,000 | |||||
Common stock consideration | 950 | |||||
Fair value of contingent consideration | 126 | |||||
Total purchase consideration | $ 5,076 | |||||
Common stock issued in acquisition (in shares) | 1,666 | |||||
Closing market value (in dollars per share) | $ 570 | |||||
Contingent consideration payable in excess of sale or disposal of business assets | 40.00% | |||||
Sale or disposal of business assets threshold for contingent consideration | $ 4,000 | |||||
Acquisition related expenses | 900 | |||||
Amounts recognized for assets acquired [Abstract] | ||||||
Capital lease asset | 307 | |||||
Intangible assets | 4,580 | |||||
Total identifiable assets acquired | 4,887 | |||||
Goodwill | 189 | |||||
Total purchase consideration | 5,076 | |||||
Estimated useful life | 7 years | |||||
Pro forma information [Abstract] | ||||||
Pro forma net sales | 957 | $ 791 | $ 2,722 | $ 2,414 | ||
Pro forma net loss from operations | $ (2,863) | $ (3,146) | $ (7,670) | $ (12,519) | ||
Pro forma basic and diluted net loss per share (in dollars per share) | $ (4.55) | $ (94.50) | $ (25.36) | $ (397.21) | ||
Aquadex Product Line [Member] | Maximum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Agreement term | 18 months | |||||
Total purchase consideration [Abstract] | ||||||
Contingent consideration period | 3 years | |||||
Aquadex Product Line [Member] | Trademarks and Tradename [Member] | ||||||
Amounts recognized for assets acquired [Abstract] | ||||||
Intangible assets | 400 | |||||
Aquadex Product Line [Member] | Customer Relationships [Member] | ||||||
Amounts recognized for assets acquired [Abstract] | ||||||
Intangible assets | 3,100 | |||||
Aquadex Product Line [Member] | Developed Technology [Member] | ||||||
Amounts recognized for assets acquired [Abstract] | ||||||
Intangible assets | $ 1,100 |
Debt, Prior Loan Agreement (Det
Debt, Prior Loan Agreement (Details) $ in Thousands | Aug. 04, 2016USD ($) | Jan. 01, 2016Installment | Jun. 26, 2015USD ($) | Feb. 18, 2015USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 5,000 | $ 5,000 | |||||||
Loss on early retirement of long-term debt | $ (500) | 0 | $ (500) | 0 | $ (500) | ||||
Silicon Valley Bank [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 10,000 | ||||||||
Annual interest rate | 7.00% | ||||||||
Proceeds from term loan used for general corporate and working capital | $ 2,000 | $ 6,000 | |||||||
Consecutive equal monthly installments | Installment | 24 | ||||||||
Total borrowings outstanding | $ 0 | $ 0 | $ 0 |
Debt, Warrants (Details)
Debt, Warrants (Details) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Affiliates [Member] | |
Debt Instrument [Line Items] | |
Warrants issued (in shares) | shares | 55 |
Exercise price of warrants (in dollars per share) | $ 2,208 |
Value of warrants (in dollars per share) | $ 1,626 |
Expected dividend yield | 0.00% |
Expected stock price volatility | 87.04% |
Risk-free interest rate | 2.20% |
Expected warrant option life | 6 years 3 months |
Term of warrants | 10 years |
Silicon Valley Bank [Member] | |
Debt Instrument [Line Items] | |
Warrants issued (in shares) | shares | 115 |
Exercise price of warrants (in dollars per share) | $ 3,132 |
Value of warrants (in dollars per share) | $ 2,316 |
Expected dividend yield | 0.00% |
Expected stock price volatility | 88.07% |
Risk-free interest rate | 1.86% |
Expected warrant option life | 6 years 3 months |
Term of warrants | 10 years |
Debt, New Loan Agreement (Detai
Debt, New Loan Agreement (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 5 | |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 4 | |
Revolving Line [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 1 | |
Maturity date | Mar. 31, 2020 | |
Total borrowings outstanding | $ 0 | $ 0 |
Revolving Line [Member] | Floating Annual Rate [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 1.75% | |
Revolving Line [Member] | Prime Rate [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 1.00% |
Equity, Convertible Preferred S
Equity, Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 24, 2017 | Jan. 10, 2017 | Nov. 03, 2016 | Oct. 30, 2016 | Jul. 26, 2016 | Jul. 20, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Class of Stock [Line Items] | |||||||||
Proceeds from issuance of convertible preferred stock and Warrants | $ 3,500 | $ 184 | $ 3,362 | ||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||||||
Net proceeds from issuance of convertible preferred stock | $ 8,000 | ||||||||
Common stock, shares issued (in shares) | 625,844 | 38,862 | |||||||
Series B Convertible Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock issued (in shares) | 3,468 | ||||||||
Number of preferred shares converted to common stock (in shares) | 6,149 | ||||||||
Conversion price (in dollars per share) | $ 564 | ||||||||
Proceed from issuance of preferred stock | $ 1,600 | ||||||||
Series B-1 Convertible Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock issued (in shares) | 2,227.2 | 0 | 1,824.4 | ||||||
Number of preferred shares converted to common stock (in shares) | 17,866 | 3,948 | |||||||
Conversion price (in dollars per share) | $ 102 | ||||||||
Number of convertible preferred shares converted (in shares) | 402.8 | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | 1,824.4 | |||||||
Series C Convertible Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock issued (in shares) | 2,900 | 0 | 2,900 | ||||||
Number of preferred shares converted to common stock (in shares) | 0 | ||||||||
Conversion price (in dollars per share) | $ 102 | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | 2,900 | |||||||
Beneficial conversion amount | $ 1,300 | ||||||||
Series D Convertible Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from issuance of convertible preferred stock and Warrants | $ 200 | ||||||||
Preferred stock issued (in shares) | 200 | 700 | |||||||
Number of preferred shares converted to common stock (in shares) | 0 | ||||||||
Conversion price (in dollars per share) | $ 102 | $ 102 | |||||||
Preferred stock, shares outstanding (in shares) | 0 | 700 | |||||||
Beneficial conversion amount | $ 500 | ||||||||
Temporary equity | $ 0 | $ 485 | |||||||
Series C and D Convertible Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from issuance of convertible preferred stock and Warrants | $ 3,600 | $ 3,800 | |||||||
Number of preferred shares converted to common stock (in shares) | 55,712 | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | ||||||||
Series B, C And D Convertible Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Percentage of placement fee offered in cash | 6.00% | ||||||||
Class A Units [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Public offering price (in dollars per share) | $ 20 | ||||||||
Number of common stock (in shares) | 1 | ||||||||
Class A Units [Member] | Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of preferred shares converted to common stock (in shares) | 1 | ||||||||
Term of warrants | 5 years | ||||||||
Number of warrants (in shares) | 1 | ||||||||
Exercise price of warrants (in dollars per share) | $ 22 | ||||||||
Class B Units [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of preferred shares converted to common stock (in shares) | 50 | ||||||||
Public offering price (in dollars per share) | $ 1,000 | ||||||||
Number of preferred stock per unit (in shares) | 1 | ||||||||
Class B Units [Member] | Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants to purchase shares of common stock (in shares) | 50 | ||||||||
Exercise price of warrants (in dollars per share) | $ 22 | ||||||||
Series E Convertible Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock issued (in shares) | 6,400 | ||||||||
Number of preferred shares converted to common stock (in shares) | 320,000 | ||||||||
Proceed from issuance of preferred stock | 9,200 | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | ||||||||
Beneficial conversion amount | $ 1,000 | ||||||||
Percentage of placement fee offered in cash | 9.00% | ||||||||
Net proceeds from issuance of convertible preferred stock | $ 8,000 | ||||||||
Common stock, shares issued (in shares) | 140,000 | ||||||||
Series E Convertible Preferred Stock [Member] | Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants to purchase shares of common stock (in shares) | 640,000 | ||||||||
Warrants issued to the placement agent (in shares) | 0 |
Equity, Warrants (Details)
Equity, Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 15, 2017 | Jan. 10, 2017 | Nov. 03, 2016 | Jul. 26, 2016 | Mar. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||||||||||
Proceeds from exercise of warrants | $ 1,981 | $ 0 | ||||||||
Warrants outstanding | $ 6 | 6 | $ 1,843 | |||||||
Change in fair value of warrant liability | 4 | $ 646 | 1,470 | $ 646 | ||||||
Minimum [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Expected stock price volatility | 49.90% | 49.80% | ||||||||
Risk-free interest rate | 1.45% | 1.47% | ||||||||
Expected warrant option life | 2 years 10 months 2 days | 3 years 1 month 6 days | ||||||||
Maximum [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Expected stock price volatility | 58.50% | 55.30% | ||||||||
Risk-free interest rate | 1.99% | 1.96% | ||||||||
Expected warrant option life | 5 years 6 months | 5 years 3 months 18 days | ||||||||
Replacement Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants outstanding | $ 500 | $ 500 | ||||||||
Expected dividend yield | 0.00% | |||||||||
Expected warrant option life | 5 years | |||||||||
Replacement Warrants [Member] | Minimum [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Expected stock price volatility | 49.65% | |||||||||
Risk-free interest rate | 1.95% | |||||||||
Replacement Warrants [Member] | Maximum [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Expected stock price volatility | 50.38% | |||||||||
Risk-free interest rate | 1.97% | |||||||||
Series B Convertible Preferred Stock [Member] | Investor Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants issuance cost | $ 0 | |||||||||
Warrants to purchase shares of common stock (in shares) | 6,149 | |||||||||
Exercise price of warrants (in dollars per share) | $ 564 | |||||||||
Warrants exercisable period | 36 months | |||||||||
Period warrants became exercisable from closing date | 6 months | |||||||||
Series D Convertible Preferred Stock [Member] | Investor Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants issuance cost | $ 0 | |||||||||
Warrants to purchase shares of common stock (in shares) | 1,961 | |||||||||
Exercise price of warrants (in dollars per share) | $ 108 | |||||||||
Warrants exercisable period | 60 months | |||||||||
Period warrants became exercisable from closing date | 6 months | |||||||||
Series C and D Convertible Preferred Stock [Member] | Investor Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants issuance cost | $ 0 | |||||||||
Warrants to purchase shares of common stock (in shares) | 35,295 | |||||||||
Exercise price of warrants (in dollars per share) | $ 108 | |||||||||
Adjusted exercise price of warrants (in dollars per share) | $ 102 | |||||||||
Series B, C And D Convertible Preferred Stock [Member] | Placement Agent Warrant [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants issuance cost | $ 0 | |||||||||
Warrants to purchase shares of common stock (in shares) | 2,602 | 2,602 | ||||||||
Expiration term of warrants | 5 years | |||||||||
Series B, C And D Convertible Preferred Stock [Member] | Placement Agent Warrant [Member] | Minimum [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Exercise price of warrants (in dollars per share) | $ 127.6 | $ 127.6 | ||||||||
Series B, C And D Convertible Preferred Stock [Member] | Placement Agent Warrant [Member] | Maximum [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Exercise price of warrants (in dollars per share) | $ 810 | $ 810 | ||||||||
Warrant Exercise Agreement [Member] | Original Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Proceeds from exercise of warrants | $ 2,000 | |||||||||
Warrants outstanding | $ 0 | $ 0 | ||||||||
Relinquished amount of warrants | $ 100 | |||||||||
Warrant Exercise Agreement [Member] | Replacement Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants to purchase shares of common stock (in shares) | 43,396 | |||||||||
Warrant Exercise Agreement [Member] | Replacement Warrants [Member] | Minimum [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Exercise price of warrants (in dollars per share) | $ 34.6 | |||||||||
Warrant Exercise Agreement [Member] | Replacement Warrants [Member] | Maximum [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Exercise price of warrants (in dollars per share) | $ 99.8 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 394 | $ 820 |
Selling, General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 351 | 506 |
Research and Development Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 43 | $ 314 |
Fair Value of Financial Instr26
Fair Value of Financial Instruments (Details) - USD ($) | Feb. 15, 2017 | Jan. 12, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||||
Common stock warrants fair value | $ 509,000 | $ 0 | |||
Fair Value Transfers Between Levels [Abstract] | |||||
Level 1 to level 2 asset transfers | 0 | $ 0 | |||
Level 2 to level 1 asset transfers | 0 | 0 | |||
Level 1 to level 2 liability transfers | 0 | 0 | |||
Level 2 to level 1 liability transfers | $ 0 | $ 0 | |||
Minimum [Member] | |||||
Fair Value Assumptions [Abstract] | |||||
Risk-free interest rates, adjusted for continuous compounding | 1.45% | 1.47% | |||
Term | 2 years 10 months 2 days | 3 years 1 month 6 days | |||
Expected volatility | 49.90% | 49.80% | |||
Maximum [Member] | |||||
Fair Value Assumptions [Abstract] | |||||
Risk-free interest rates, adjusted for continuous compounding | 1.99% | 1.96% | |||
Term | 5 years 6 months | 5 years 3 months 18 days | |||
Expected volatility | 58.50% | 55.30% | |||
Level 3 [Member] | Warrants Issued July 26 2016 [Member] | |||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||||
Common stock warrants fair value | $ 46,000 | $ 226,000 | |||
Level 3 [Member] | Warrants Issued November 3 2016 [Member] | |||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||||
Common stock warrants fair value | 400,000 | $ 1,500,000 | |||
Level 3 [Member] | Warrants Issued January 12 2017 [Member] | |||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||||
Common stock warrants fair value | $ 18,000 | $ 72,000 |