Document_and_Entity_Informatio
Document and Entity Information | 12 Months Ended |
Dec. 31, 2014 | |
Document And Entity Information [Abstract] | |
Document Type | S-1/A |
Amendment Flag | TRUE |
Amendment Description | Amendment No. 1 to Form S-1 |
Document Period End Date | 31-Dec-14 |
Trading Symbol | GBSN |
Entity Registrant Name | Great Basin Scientific, Inc. |
Entity Central Index Key | 1512138 |
Entity Filer Category | Smaller Reporting Company |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash | $2,017,823 | $1,211,423 |
Accounts receivable, net | 267,485 | 184,415 |
Inventory | 457,094 | 320,239 |
Prepaid and other current assets | 376,778 | 94,421 |
Total current assets | 3,119,180 | 1,810,498 |
Intangible assets, net | 216,580 | 334,025 |
Property and equipment, net | 4,237,467 | 3,703,582 |
Total assets | 7,573,227 | 5,848,105 |
Current liabilities: | ||
Accounts payable | 1,369,169 | 874,119 |
Accrued expenses | 612,359 | 815,814 |
Current portion of notes payable | 49,994 | 44,601 |
Notes payable-related party, net of discount of $58,333 | 441,667 | |
Current portion of capital lease obligations | 947,422 | 506,506 |
Total current liabilities | 3,420,611 | 2,241,040 |
Notes payable, net of current portion | 5,693 | 55,730 |
Capital lease obligations, net of current portion | 2,156,837 | 2,042,359 |
Derivative liability | 9,998,636 | |
Total liabilities | 15,581,777 | 4,339,129 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Preferred stock | ||
Common stock | 5,086 | 116 |
Additional paid-in capital | 55,991,060 | 9,733,342 |
Accumulated deficit | -64,004,696 | -42,276,878 |
Total stockholders' deficit | -8,008,550 | -32,543,420 |
Total liabilities, convertible preferred stock and stockholders' deficit | 7,573,227 | 5,848,105 |
Series A Convertible Preferred Stock | ||
Convertible preferred stock: | ||
Convertible preferred stock | 18,846,539 | |
Series B Convertible Preferred Stock | ||
Convertible preferred stock: | ||
Convertible preferred stock | 9,464,454 | |
Series C Convertible Preferred Stock | ||
Convertible preferred stock: | ||
Convertible preferred stock | 3,674,335 | |
Series C-1 Convertible Preferred Stock | ||
Convertible preferred stock: | ||
Convertible preferred stock | 2,067,068 | |
Series D Convertible Preferred Stock | ||
Convertible preferred stock: | ||
Convertible preferred stock |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Notes payable - related party, discount | $58,333 | |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 50,000,000 | 700,000,000 |
Common stock, shares issued | 5,086,458 | 115,510 |
Common stock, shares outstanding | 5,086,458 | 115,510 |
Convertible Preferred Stock | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 535,000,000 |
Series A Convertible Preferred Stock | Convertible Preferred Stock | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 0 | 125,000,000 |
Preferred stock, shares issued | 0 | 117,131,171 |
Preferred stock, shares outstanding | 0 | 117,131,171 |
Series B Convertible Preferred Stock | Convertible Preferred Stock | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 0 | 100,000,000 |
Preferred stock, shares issued | 0 | 59,465,350 |
Preferred stock, shares outstanding | 0 | 59,465,350 |
Series C Convertible Preferred Stock | Convertible Preferred Stock | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 0 | 210,000,000 |
Preferred stock, shares issued | 0 | 150,989,224 |
Preferred stock, shares outstanding | 0 | 150,989,224 |
Series C-1 Convertible Preferred Stock | Convertible Preferred Stock | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 0 | 100,000,000 |
Preferred stock, shares issued | 0 | 84,027,175 |
Preferred stock, shares outstanding | 0 | 84,027,175 |
Series D Convertible Preferred Stock | Convertible Preferred Stock | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||
Revenues | $1,606,254 | $760,646 |
Cost of sales | 3,968,185 | 2,185,992 |
Gross loss | -2,361,931 | -1,425,346 |
Operating expenses: | ||
Research and development | 4,609,913 | 3,345,693 |
Selling and marketing | 2,301,610 | 2,618,901 |
General and administrative | 2,928,186 | 1,866,875 |
(Gain) loss on sale of assets | -8,166 | 22,768 |
Total operating expenses | 9,831,543 | 7,854,237 |
Loss from operations | -12,193,474 | -9,279,583 |
Other income (expense): | ||
Interest expense | -1,136,054 | -284,323 |
Interest income | 3,176 | 3,876 |
Change in fair value of derivative liability | -8,396,169 | |
Total other income (expense) | -9,529,047 | -280,447 |
Loss before provision for income taxes | -21,722,521 | -9,560,030 |
Provision for income taxes | -5,297 | -1,250 |
Net loss | -21,727,818 | -9,561,280 |
Less: Cumulative preferred stock dividends (undeclared) | -2,533,470 | |
Net loss attributable to common stockholders | ($21,727,818) | ($12,094,750) |
Net loss per common share-basic and diluted | ($17.32) | ($104.71) |
Weighted average common shares-basic and diluted | 1,254,142 | 115,510 |
STATEMENT_OF_STOCKHOLDERS_DEFI
STATEMENT OF STOCKHOLDERS' DEFICIT (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance, value at Dec. 31, 2012 | ($23,093,231) | $116 | $9,622,251 | ($32,715,598) |
Beginning balance, shares at Dec. 31, 2012 | 115,510 | |||
Issuance of common stock and warrants, net (in shares) | 0 | |||
Employee stock option expense | 111,091 | 111,091 | ||
Net loss for the year | -9,561,280 | -9,561,280 | ||
Ending balance, value at Dec. 31, 2013 | -32,543,420 | 116 | 9,733,342 | -42,276,878 |
Beginning balance, shares at Dec. 31, 2013 | 115,510 | |||
Issuance of common stock and warrants, net (in shares) | 1,150,000 | |||
Issuance of common stock and warrants, net | 6,375,837 | 1,150 | 6,374,687 | |
Exercise of common stock warrants | 31,600 | 158 | 31,442 | |
Exercise of common stock warrants (in shares) | 158,000 | |||
Employee stock option expense | 280,958 | 297,244 | ||
Conversion of preferred stock into common stock (in shares) | 3,662,948 | |||
Conversion of preferred stock into common stock | 41,135,411 | 3,662 | 41,131,749 | |
Derivative liability on warrants issued and exercised | -1,602,467 | -1,602,467 | ||
Modification of warrants | 25,063 | 25,063 | ||
Net loss for the year | -21,727,818 | -21,727,818 | ||
Ending balance, value at Dec. 31, 2014 | ($8,008,550) | $5,086 | $55,991,060 | ($64,004,696) |
Ending balance, Shares at Dec. 31, 2014 | 5,086,458 |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | ||
Net loss | ($21,727,818) | ($9,561,280) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,157,976 | 854,950 |
Change in fair value measurement | 8,396,169 | |
(Gain) loss on sale of assets | -8,166 | 22,768 |
Interest converted to preferred stock | 13,129 | 139,403 |
Employee stock compensation | 297,244 | 111,091 |
Warrant issuance and modifications | 25,063 | |
Debt discount amortization | 41,667 | |
Asset disposal | 11,124 | |
Changes in operating assets and liabilities: | ||
Increase in accounts receivable, net | -83,070 | -81,439 |
Increase in inventory | -136,855 | -226,159 |
Increase in prepaid and other assets | -217,597 | -71,564 |
Increase in accounts payable | 823,409 | 149,873 |
Increase (decrease) in accrued liabilities | -203,455 | 323,560 |
Net cash used in operating activities | -11,611,180 | -8,338,797 |
Cash flows from investing activities: | ||
Acquisition of property and equipment | -248,133 | -595,819 |
Acquisition of intangible asset | -225,000 | |
Construction of equipment | -1,757,360 | -2,181,563 |
Proceeds from sale of assets | 35,000 | 63,000 |
Proceeds from sale leaseback | 1,500,000 | 2,500,000 |
Net cash used in investing activities | -470,493 | -439,382 |
Cash flows from financing activities: | ||
Net proceeds from issuance of common stock | 6,375,837 | |
Proceeds from exercise of warrants | 31,600 | |
Proceeds from issuance of convertible notes payable | 100,000 | 4,577,688 |
Proceeds from issuance of convertible notes payable-related party | 300,000 | |
Net proceeds from issuance of preferred stock | 6,569,886 | 1,160,000 |
Proceeds from issuance of notes payable-related party | 890,000 | |
Proceeds from subscriptions receivable | 3,288,333 | |
Principal payments of capital leases | -944,606 | -144,071 |
Principal payments of notes payable | -44,644 | -35,357 |
Principal payments of notes payable-related party | -390,000 | |
Net cash provided by financing activities | 12,888,073 | 8,846,593 |
Net increase in cash | 806,400 | 68,414 |
Cash, beginning of the period | 1,211,423 | 1,143,009 |
Cash, end of the period | 2,017,823 | 1,211,423 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 1,121,066 | 144,920 |
Income taxes paid | 6,447 | |
Supplemental schedule of non-cash investing and financing activities: | ||
Conversion of preferred stock to common stock | 18,846,539 | |
Issuance of preferred stock as debt discount | 100,000 | |
Conversion of note payable to preferred stock | 400,000 | 4,442,000 |
Assets acquired through capital leases | 807,272 | 1,293,205 |
Initial public offering costs incurred but unpaid | 64,760 | |
Property and equipment included in accounts payable | 393,119 | |
Change in derivative liability from new and exercised warrants | $1,586,181 |
Description_of_Business
Description of Business | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Description of Business | NOTE 1 DESCRIPTION OF BUSINESS |
Great Basin Scientific, Inc. (the “Company”) (d.b.a., Great Basin Corporation) is a Delaware corporation headquartered in Salt Lake City, Utah. The Company was originally incorporated as Diagnostic Micro Arrays, Inc., a Nevada corporation, on June 27, 2003. The Company changed its name to Great Basin Scientific, Inc. on April 19, 2006. On August 12, 2008, the Company took steps to change its corporate domicile from Nevada to Delaware by forming Great Basin Scientific, Inc., a Delaware corporation and on August 29, 2008, Great Basin Scientific, Inc., a Nevada corporation, was merged with and into Great Basin Scientific, Inc., a Delaware corporation, wherein the Delaware corporation was the sole surviving entity. | |
The Company is a molecular diagnostic testing company focused on improving patient care through the development and commercialization of it’s patented, molecular diagnostic platform designed to test for infectious disease, especially hospital-acquired infections. The Company’s focus is mainly on small to medium sized hospital laboratories, those under 400 beds, that are shifting from traditional testing methods to molecular methods of diagnosis. The Company’s platform includes an analyzer, which is provided for customers’ use without charge in the United States, and a diagnostic test cartridge, which is sold to customers. This platform combines both affordability and ease-of-use when compared to other commercially available molecular testing methods, which allows small to medium sized hospitals that traditionally could not afford more expensive molecular diagnostic systems to modernize their laboratory testing and provide better patient care. The Company currently has one commercially available test, a diagnostic test for clostridium difficile, or C. diff, which received clearance from the Food and Drug Administration, or FDA, in April of 2012. The Company filed a 510(k) pre-market application for our second diagnostic test for Group B Strep in the fourth quarter of 2014. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Summary of Significant Accounting Policies | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||||
Basis of Presentation | |||||||||||||||||
These financial statements have been prepared to reflect the financial position, results of operations and cash flows of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). | |||||||||||||||||
Reverse Stock Split | |||||||||||||||||
On September 5, 2014, the Company effected a reverse stock split of the Company’s common stock whereby each two hundred shares of common stock was replaced with one share of common stock (with no fractional shares issued). The par value and authorized shares of the common stock were not adjusted as a result of the reverse stock split. All common share, options, warrants and per share amounts for all periods presented in these financial statements have been adjusted retroactively to reflect the reverse stock split. The convertible preferred stock was not included in the reverse stock split and the outstanding amounts have not been adjusted. However, the conversion ratio was adjusted as a result of the reverse stock split such that upon conversion, each two hundred shares of preferred stock will be converted into one share of common stock. | |||||||||||||||||
Initial Public Offering | |||||||||||||||||
On October 8, 2014, the Company completed an initial public offering (“IPO”) whereby the Company sold 1,150,000 shares of its common stock and 1,150,000 Series A Warrants, which were sold in units of one share of common stock and one Series A Warrant at an issuance price of $7.00 per unit, less underwriting discounts and commissions. In addition, the underwriter exercised its option to purchase 172,500 additional Series A Warrants. As a result of the IPO, the Company received proceeds of approximately $6.4 million, net of approximately $1.7 million in underwriting and other offering costs. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Such estimates include the warranty reserve, accounts receivable and inventory reserves, intangible assets and other long lived assets, legal and regulatory contingencies, income taxes, share based arrangements, the derivative liability for common stock warrants and others. These estimates and assumptions are based on management’s best estimates and judgments. Actual amounts and results could differ from those estimates. | |||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
The Company considers highly liquid investments with insignificant interest rate risk and original maturities to the Company of three months or less to be cash equivalents. Cash equivalents consist primarily of interest and non-interest bearing bank accounts held in checking, savings and money market accounts. These assets are generally available on a daily or weekly basis and are highly liquid in nature. If the balances are greater than $250,000, the Company does not have FDIC coverage on the entire amount of bank deposits. | |||||||||||||||||
Accounts Receivable | |||||||||||||||||
Accounts receivable are generated from the sale of single use diagnostic test cartridges to end users in the United States and to a network of distributors outside the United States. These accounts receivable are recorded at the invoiced amount, net of allowances for doubtful amounts. The Company routinely reviews outstanding accounts receivable balances for estimated uncollectible accounts and establishes or adjusts the allowances for doubtful accounts receivable using the specific identification method and records a reserve for amounts not expected to be fully recovered. Actual balances are not applied against the reserve until substantially all collection efforts have been exhausted. The Company does not have customer acceptance provisions, but it does provide its customers a limited right of return for defective diagnostic test cartridges. | |||||||||||||||||
The balance of accounts receivable at December 31, 2014 and 2013, net of an allowance for doubtful accounts of $5,482, was $267,485 and $184,415, respectively. | |||||||||||||||||
Inventories | |||||||||||||||||
Inventories are stated at the lower of cost or market with cost determined according to the average cost method. Manufactured inventory consists of raw material, direct labor and manufacturing overhead cost components. The Company reviews the components of its inventory on a regular basis for excess and obsolete inventory and makes appropriate adjustments when necessary. Inventories consisted of the following at December 31, 2014 and 2013: | |||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Raw materials | $ | 360,019 | $ | 278,947 | |||||||||||||
Work-in-process | 91,153 | 39,192 | |||||||||||||||
Finished goods | 5,922 | 2,100 | |||||||||||||||
Total inventories | $ | 457,094 | $ | 320,239 | |||||||||||||
Property and Equipment | |||||||||||||||||
Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets (which range from three to ten years) using the straight-line method. Amortization of leasehold improvements is computed on the straight-line method over the shorter of the lease term or estimated useful lives of the assets. The analyzers that the Company manufactures and retains title over are placed with customers and are recorded in property and equipment under “Analyzers.” The materials used for the manufacture of the analyzers are recorded in property and equipment under “Construction in progress.” Major renewals and betterments are capitalized and depreciated over their estimated useful lives while minor expenditures for maintenance and minor repairs are charged to operations as incurred. | |||||||||||||||||
The Company classifies assets to be sold as assets held for sale when (i) Company management has approved and commits to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition and is ready for sale, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable, (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets classified as held for sale are recorded at the lower of the carrying amount or fair value less the cost to sell and are a component of prepaid and other current assets in the balance sheets. The Company did not have any assets classified as held for sale as of December 31, 2014 and 2013. | |||||||||||||||||
Intangible Assets | |||||||||||||||||
The Company records its intangible assets at cost which consist of two licensing and royalty agreements for certain intellectual property rights used in the development and manufacture of our products. These intangible assets are being amortized over an estimated useful life of seven years from the date that the technology licenses became effective. As of December 31, 2014 and 2013, intangible assets totaled $600,000 valued at cost, less accumulated amortization of $383,420 and $265,975, respectively. The Company recorded amortization associated with these agreements of $117,445 and $97,680 for the years ended December 31, 2014 and 2013, respectively. | |||||||||||||||||
Estimated future intangible asset amortization expense for the next five years are as follows: | |||||||||||||||||
Years ended December 31, | |||||||||||||||||
2015 | $ | 97,405 | |||||||||||||||
2016 | 76,583 | ||||||||||||||||
2017 | 42,591 | ||||||||||||||||
2018 | — | ||||||||||||||||
2019 | — | ||||||||||||||||
Total estimated amortization expense | $ | 216,579 | |||||||||||||||
Impairment of Long Lived Assets | |||||||||||||||||
Long-lived tangible assets, including property and equipment, and definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The Company regularly evaluates whether events or circumstances have occurred that indicate possible impairment and relies on a number of factors, including expected future operating results, business plans, economic projections, and anticipated future cash flows. The Company uses an estimate of the future undiscounted net cash flows and comparisons to like-kind assets, as appropriate, of the related asset over the remaining life in measuring whether the assets are recoverable. Measurement of the amount of impairment, if any, is based upon the difference between the asset’s carrying value and estimated fair value. Fair value is determined through various valuation techniques, including cost-based, market and income approaches as considered necessary. | |||||||||||||||||
Derivative Instruments | |||||||||||||||||
The Company accounts for derivative instruments under the provisions of ASC 815 Derivatives and Hedging. ASC 815 requires the Company to record derivative instruments at their fair value. Changes in the fair value of derivatives are recognized in earnings. As a result of certain terms, conditions and features included in certain common stock purchase warrants granted by the Company, those warrants are required to be accounted for as derivatives at estimated fair value, with changes in fair value recognized in earnings. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The Company measures at fair value certain of its financial and non-financial assets and liabilities by using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price, based on the highest and best use of the asset or liability. The levels of the fair value hierarchy are: | |||||||||||||||||
Level 1—Quoted market prices in active markets for identical assets or liabilities; | |||||||||||||||||
Level 2—Significant other observable inputs (e.g. quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable, such as interest rate and yield curves, and market-corroborated inputs); and | |||||||||||||||||
Level 3—Unobservable inputs in which there is little or no market data, which require the reporting unit to develop its own assumptions. | |||||||||||||||||
The following tables set forth the financial liabilities measured at fair value on a recurring basis by level within the fair value hierarchy at December 31, 2014: | |||||||||||||||||
Fair Value Measurements at December 31, 2014 | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Derivative liability | |||||||||||||||||
Common stock warrants | $ | — | $ | — | $ | 9,998,636 | $ | 9,998,636 | |||||||||
Total derivative liability | $ | — | $ | — | $ | 9,998,636 | $ | 9,998,636 | |||||||||
Revenue Recognition | |||||||||||||||||
The Company derives its product revenue from the sale of single use diagnostic test cartridges sold through our dedicated sales force, except in the European Union where the Company sells through a network of distributors. Product revenue is recognized when all four of the following criteria are met: (1) persuasive evidence that an arrangement exists; (2) delivery of the products has occurred; (3) the selling price of the product is fixed or determinable; and (4) collectability of that price is reasonably assured. Change in title to the product and recognition of revenue from sales of diagnostic test cartridges occurs at the time of shipment. Shipping and handling fees and related freight costs and supplies for test kits are billed to customers. Additional costs associated with shipping products to customers are included as a component of cost of sales. | |||||||||||||||||
Research and Development Costs | |||||||||||||||||
Research and development costs are charged to operations as incurred. Research and development costs include, among other things, salaries and wages for research scientists and staff (including stock-based compensation), materials and supplies used in the development of new products, developing and validating the manufacturing process, costs for clinical trials, and costs for research and development facilities and equipment. | |||||||||||||||||
Stock Based Compensation | |||||||||||||||||
The Company has accounted for stock-based compensation under the provisions of Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 718, “Compensation—Stock Compensation”. This standard requires the Company to record an expense associated with the fair value of stock-based compensation over the requisite service period. The Company uses the Black-Scholes option valuation model to calculate the value of options at the date of grant. Option pricing models require the input of highly subjective assumptions, including the estimated fair value of the Company’s common stock on the date of grant, the expected term of the stock option, and the expected price volatility of the Company’s common stock over the period equal to the expected term of the grant. Changes in these assumptions can materially affect the fair value estimate. The Company estimates forfeitures at the date of grant and revises the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | |||||||||||||||||
Financial Instruments and Concentration of Credit Risk | |||||||||||||||||
The Company’s financial instruments include cash and cash equivalents, accounts receivable, and accounts payable. The carrying amount of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value because of their immediate or short-term maturities. | |||||||||||||||||
All of the Company’s accounts receivable result from sales in the normal course of business to its customers primarily throughout the United States. The Company attempts to limit its credit risk by performing credit evaluations of new customers and maintaining adequate allowances for potential credit losses. As of December 31, 2014, 30% of the accounts receivable balance resulted from one customer. As of December 31, 2013, 25% of the accounts receivable balances resulted from one customer. Historically, the Company has not experienced any credit losses on such receivables. Allowances for bad debt in the amount of $5,482 were recorded against accounts receivable for the years ended December 31, 2014 and 2013. There was no bad debt for the year ended December 31, 2014. The Company cannot ensure that such losses will not be realized in the future. | |||||||||||||||||
The Company’s customers are primarily hospitals and health clinics. For the year ended December 31, 2014, 11% of revenues resulted from one customer who accounted for more than 10% of revenues. For the year ended December 31, 2013, 23% of revenues resulted from two customers who each accounted for more than 10% of revenues. | |||||||||||||||||
Income Taxes | |||||||||||||||||
The Company accounts for income taxes under FASB ASC 740, “Income Taxes”. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all of the benefits of deferred tax assets will not be realized. | |||||||||||||||||
The tax effects from an uncertain tax position can be recognized in the financial statements only if the position is more likely than not of being sustained if the position were to be challenged by a taxing authority. The Company has examined the tax positions taken in its tax returns and determined that there are no uncertain tax positions. As a result, the Company has recorded no uncertain tax liabilities in its balance sheet. | |||||||||||||||||
Loss per Common Share | |||||||||||||||||
Basic loss per share (“EPS”) is computed by dividing net loss, less cumulative preferred stock dividends for the period, including undeclared or unpaid cumulative dividends (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net loss by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include convertible preferred stock, stock options and warrants. The number of potential common shares outstanding is computed using the treasury stock method. | |||||||||||||||||
As the Company has incurred losses for the years ended December 31, 2014 and 2013, the potentially dilutive shares are anti-dilutive and are thus not added into the loss per share calculations. As of December 31, 2014 and 2013, there were 6,150,974 and 2,459,343 potentially dilutive shares, respectively. | |||||||||||||||||
New Accounting Pronouncements | |||||||||||||||||
From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. | |||||||||||||||||
In May 2014, the Financial Accounting Standards Board issued accounting guidance on revenue recognition. The amended guidance will enhance the comparability of revenue recognition practices and will be applied to all contracts with customers. Improved disclosures related to the nature, amount, timing, and uncertainty of revenue that is recognized are requirements under the amended guidance. This guidance will be effective for fiscal 2017 and will be required to be applied retrospectively. We are currently assessing the impact that this guidance will have on our financial statements at this time. | |||||||||||||||||
In August 2014, the Financial Accounting Standards Board issued ASU No. 2014-15. This standard provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. This ASU is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2016, with early adoption permitted. The Company is evaluating the new guidance and plans to provide additional information about its expected impact at a future date. |
Going_Concern
Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Text Block [Abstract] | |
Going Concern | NOTE 3 GOING CONCERN |
The Company’s financial statements have been prepared on a going concern basis which contemplates the realization of assets and the liquidation of liabilities in the ordinary course of business. The Company has incurred substantial losses from operations causing negative working capital and negative operating cash flows, which raise substantial doubt about the Company’s ability to continue as a going concern. The Company sustained a net loss for the year ended December 31, 2014 of $21,727,818 and a net loss for the year ended December 31, 2013 of $9,561,280, and has an accumulated deficit of $64,004,696 as of December 31, 2014. | |
The Company intends to develop its products and expand its customer base, but does not have sufficient realized revenues or operating cash flows in order to finance these activities internally. As a result, the Company intends to seek financing in order to fund its working capital and development needs. | |
The Company has been able to meet its short-term needs through private placements of convertible preferred securities, an initial public offering (“IPO”) and the sale and leaseback of analyzers used to report test results. The Company will continue to seek funding through the issuance of additional equity securities, debt financing, the sale and leaseback of analyzers, or a combination of these items. Any proceeds received from these items could provide the needed funds for continued operations and development programs. The Company can provide no assurance that it will be able to obtain sufficient additional financing that it needs to alleviate doubt about its ability to continue as a going concern. If the Company is able to obtain sufficient additional financing proceeds, the Company cannot be certain that this additional financing will be available on acceptable terms, if at all. To the extent the Company raises additional funds by issuing equity securities, the Company’s stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact the Company’s ability to conduct business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. If the Company is unable to obtain additional financings, the impact on the Company’s operations will be material and adverse. |
Property_And_Equipment
Property And Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property And Equipment | NOTE 4 PROPERTY AND EQUIPMENT | ||||||||
Property and equipment consisted of the following at December 31, 2014 and December 31, 2013: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Construction in progress | $ | 1,133,654 | $ | 308,411 | |||||
Analyzers | 1,139,352 | 1,421,293 | |||||||
Computers and office equipment | 290,754 | 244,454 | |||||||
Machinery and equipment | 1,060,993 | 910,643 | |||||||
Leasehold improvements | 366,945 | 366,945 | |||||||
Furniture and fixtures | 16,145 | 11,730 | |||||||
Equipment under capital lease | 2,148,476 | 1,462,122 | |||||||
6,156,319 | 4,712,598 | ||||||||
Less: accumulated depreciation and amortization | (1,918,852 | ) | (1,022,016 | ) | |||||
Total property and equipment, net | $ | 4,237,467 | $ | 3,703,582 | |||||
The total expense for depreciation of fixed assets and amortization of leasehold improvements was $1,040,531 and $757,270 for the years ended December 31, 2014 and 2013, respectively. |
Accrued_Expenses
Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accrued Expenses | NOTE 5 ACCRUED EXPENSES | ||||||||
Accrued liabilities consisted of the following as of December 31, 2014 and 2013: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Accrued payroll | $ | 421,645 | $ | 564,740 | |||||
Royalties | 166,540 | 105,319 | |||||||
Accrued interest | — | 39,808 | |||||||
Accrued property and use tax | 10,905 | 99,707 | |||||||
Other | 13,269 | 6,240 | |||||||
Total accrued liabilities | $ | 612,359 | $ | 815,814 | |||||
Lease_Commitments
Lease Commitments | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Lease Commitments | NOTE 6 LEASE COMMITMENTS | ||||
Capital Leases | |||||
The Company has entered into two lease agreements for the sale-leaseback of molecular diagnostic analyzers. The first agreement was entered into in November 2013 and provided for the sale of 125 molecular diagnostic analyzers for a sales price of $2,500,000, which are being leased back for a base period of thirty-six monthly payments of $74,875. The second agreement was entered into in April 2014 for the sale of 75 molecular diagnostic analyzers for a sales price of $1,500,000, which are being leased back for a base period of twenty-four monthly payments of $64,665. At the end of each lease term, the leases shall automatically renew for twelve additional months at the current monthly rate unless the Company gives written notice 150 days prior to the end of the lease. If timely notice is given the Company shall have the opportunity to: 1) repurchase the analyzers for a negotiated purchase price, not to exceed forty percent of their original cost; or 2) terminate the lease, return the property and enter into a new lease with new property that replaces the property of the old lease. Both the Company and the lessor shall have the right to reject any terms of option 1 or 2 and if rejected, the 12 month extension shall apply. As such, the Company is amortizing the capital lease over a forty-eight month period for the first agreement and a thirty-six month period for the second agreement. The second agreement also has a rewrite clause wherein the leasing company agrees to use its commercially best efforts to rewrite the lease agreement at more favorable terms when the Company raises sufficient capital to cover current and future expenses for a minimum of 12 months. The Company’s obligations under the lease agreements are secured by a $500,000 letter of credit. The Letter of Credit was issued by a bank at the behest of a non-profit foundation and Spring Forth Investments LLC both of which are related parties through Mr. David Spafford, a director of the Company. The Company is obligated to reimburse the non-profit foundation and Spring Forth Investments LLC for any draws made under the Letter of Credit. The lease agreement is also secured by personal guarantees from Mr. Ryan Ashton, the Chief Executive Officer of the Company, and Mr. Spafford (See Note 12 RELATED PARTY TRANSACTIONS). The lease is accounted for as a capital lease sale-leaseback transaction in accordance with ASC 840, “Leases”. | |||||
Annual future maturities of capital leases for the next five years are as follows: | |||||
Years ended December 31, | |||||
2015 | $ | 947,422 | |||
2016 | 1,305,426 | ||||
2017 | 851,411 | ||||
2018 | — | ||||
2019 | — | ||||
Total capital lease commitments | 3,104,259 | ||||
Less: current portion of capital leases | (947,422 | ) | |||
Long term portion of capital leases | $ | 2,156,837 | |||
Operating leases | |||||
The Company leases office and manufacturing buildings as well as certain office equipment such as copiers and printers under operating lease agreements that expire at various dates. | |||||
Amounts charged to expense under operating leases were $293,773 and $284,941 for the years ended December 31, 2014 and 2013, respectively. | |||||
Operating lease commitments for the next five years are as follows: | |||||
Years ended December 31, | |||||
2015 | $ | 108,237 | |||
2016 | 4,937 | ||||
2017 | 715 | ||||
2018 | — | ||||
2019 | — | ||||
Total operating lease commitments | $ | 113,889 | |||
Notes_Payable
Notes Payable | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Notes Payable | NOTE 7 NOTES PAYABLE | ||||||||
The Company purchased certain machinery and equipment under two note payable agreements which consist of the following as of December 31, 2014 and 2013: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Note payable, 15.2% interest, monthly payments of $1,328, due February 6, 2016, secured by equipment | $ | 16,938 | $ | 29,259 | |||||
Note payable, 10.0% interest, monthly payments of $3,161, due January 1, 2016, secured by equipment | 38,749 | 71,072 | |||||||
Total notes payable | 55,687 | 100,331 | |||||||
Less: current portion of notes payable | (49,994 | ) | (44,601 | ) | |||||
Long term portion of notes payable | $ | 5,693 | $ | 55,730 | |||||
Notes_Payable_Related_Party
Notes Payable - Related Party | 12 Months Ended |
Dec. 31, 2014 | |
Text Block [Abstract] | |
Notes Payable - Related Party | NOTE 8 NOTES PAYABLE—RELATED PARTY |
In July 2014, the Company entered into a note agreement for $500,000 with Spring Forth Investments, LLC a company owned by Mr. David Spafford, a director. The maturity date for the note is July 18, 2015. The note pays interest at an annual rate of 20% and is paid monthly. The Company may extend the due date of the note to July 18, 2016 by giving notice no later than April 18, 2015 and paying an extension fee of $10,000. The Company prepaid the last three months of interest for a total of $25,000 at the time of issuance of the note. As additional consideration for the note, the Company issued 4,000,000 Series D preferred stock units (which are separable into 4,000,000 shares of Series D preferred stock, 20,000 Class A warrants to purchase a share of common stock at $4.92 and 20,000 Class B warrants to purchase a share of common stock at $0.20) at a value of $100,000 or $0.025 per unit. The Series D preferred stock units were accounted as a debt discount to be amortized over the life of the note. As of December 31, 2014 the unamortized debt discount was $58,333. On the date of the IPO, the 4,000,000 shares of Series D Preferred Stock converted into 20,000 shares of Common Stock at a conversion ratio of 200 to 1. |
Common_And_Preferred_Stock
Common And Preferred Stock | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Common And Preferred Stock | NOTE 9 COMMON AND PREFERRED STOCK |
Common Stock | |
The Company had 50,000,000 and 700,000,000 shares of common stock authorized at a par value of $0.001 per share as of December 31, 2014 and 2013, respectively. As of December 31, 2014 and 2013 there were 5,086,458 and 115,510 shares of common stock issued and outstanding, respectively. There were no issuances of common stock during 2013. | |
In July 2014, the Company issued 46,250 shares of common stock to Spring Forth Investments pursuant to the exercise of the conversion option of 9,250,000 shares of Series A preferred stock at a conversion ratio of 200 to 1 (SEE NOTE 12 RELATED PARTY TRANSACTIONS). | |
In October and November 2014, the Company issued 158,000 shares of common stock to various unaffiliated investors upon the exercise of 158,000 of Class B warrants at an exercise price of $31,600 or $0.20 per share. | |
In October 2014, the Company completed an IPO, whereby the Company sold 1,150,000 shares of its common stock and 1,150,000 Series A Warrants, which were sold in units of one share of common stock and one Series A Warrant at a public offering price of $7.00 per unit. Each Series A Warrant is exercisable for one share of common stock and one Series B Warrant. In addition, the underwriter was granted 57,500 common warrants and also exercised its option to purchase 172,500 Series A Warrants. The shares began trading on the NASDAQ Capital Market on October 9, 2014. The aggregate net proceeds received by the Company from the offering were approximately $6.4 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. | |
In October 2014, upon the closing of the IPO, all outstanding shares of convertible preferred stock converted into 3,616,714 shares of common stock at a ratio of 200 to 1. | |
Preferred Stock | |
The Company had 5,000,000 and 535,000,000 shares of preferred stock authorized at a par value of $0.001 per share as of December 31, 2014 and 2013, respectively. As of December 31, 2014 there were no shares of preferred stock issued and outstanding. The preferred stock may be issued from time to time by the board of directors as shares of one or more classes or series with authority to fix the designation and relative powers including voting powers, preferences, rights, qualifications, limitations, and restrictions relating to the shares of each class or series. As of December 31, 2013, there were 117,131,171 shares of Series A preferred stock outstanding; 59,465,350 shares of Series B preferred stock outstanding; 150,989,224 shares of Series C preferred stock outstanding; and 84,027,175 shares of Series C-1 preferred stock outstanding. | |
During the year ended December 31, 2013 the Company issued 150,989,224 shares of Series C preferred stock for cash in the amount of $1,160,000 net of offering costs and pursuant to the exercise of convertible notes in the amount $2,442,000 plus interest of $72,338 for a total issuance price of $3,674,338 or $0.0246 per share. The Company also issued 84,027,174 shares of Series C-1 preferred stock pursuant to the exercise of a convertible note in the amount of $2,000,000 plus interest of $67,068 for a total conversion price of $2,067,068 or $0.0246 per share. | |
During the year ended December 31, 2014 the Company issued 14,888,211 shares of Series C preferred stock for cash in the amount of $366,250 or $0.0246 per share. The Company also sold 285,566,560 shares of Series D preferred stock units for gross proceeds in the amount of $7,139,164 or $0.025 per unit and after deducting offering costs and expenses, the Company received $6,203,636 in net proceeds. The preferred stock units were separable into 285,566,560 shares of Series D preferred stock, 1,427,832 Class A warrants to purchase a share of common stock at $4.92 and 1,427,832 Class B warrants to purchase a share of common stock at $0.20. In conjunction with the offering an additional 7,200,000, 466,436 and 251,216 of Series D preferred stock warrants, Class A warrants and Class B warrants, respectively, were granted as part of the offering costs. | |
In July 2014, the Company converted notes payable in the amount of $400,000 plus $13,129 in accrued interest into 16,525,121 Series D preferred stock units at a conversion price of $0.025 per share. These units consist of 16,525,121 shares of Series D preferred stock, 82,625 Class A warrants to purchase a share of common stock at $4.92 and 82,625 Class B warrants to purchase a share of common stock at $0.20. The shares of Series D preferred stock are convertible into shares of common stock at a ratio of 200:1, at the option of the holder at any time after issuance. The conversion of the notes was pursuant to the terms of the notes that upon a qualified equity financing of at least $5 million the notes would be converted into shares of the equity securities at the price per share at which the equity securities were issued in the qualified equity financing. The sale of the Series D preferred stock units through July 2014 met this threshold and triggered the conversion. | |
In July 2014, as additional consideration for the issuance of the Spring Forth Note (See NOTE 8 NOTES PAYABLE—RELATED PARTY) the Company issued 4,000,000 Series D preferred stock units (which were separable into 4,000,000 shares of Series D preferred stock, 20,000 Class A warrants to purchase a share of common stock at $4.92 and 20,000 Class B warrants to purchase a share of common stock at $0.20) at a value of $100,000 or $0.025 per unit. | |
In July 2014, Spring Forth Investments exercised its conversion option and converted 9,250,000 shares of Series A preferred stock valued at $1,480,000 or $0.16 per share into 46,250 shares of common stock. | |
The Series C and Series D preferred stock had a conversion price adjustment provision that in the event the Company sells shares of any additional stock, subject to certain exceptions, at a price per share less than the original issue price of the respective series preferred stock, the conversion price shall be adjusted to a price equal to the price paid per share for such additional stock. These conversion price adjustment provisions, and other relevant features of the preferred stock, were analyzed in accordance with the provisions of FASB ASC 815, “Derivatives and Hedging”. The Company evaluated the conversion price adjustment provision embedded in the preferred stock and other relevant features and determined, in accordance with the provisions of the referenced accounting guidance, that such conversion option or other relevant features do not meet the criteria requiring bifurcation as a derivative liability of these instruments. The characteristics of the common stock that is issuable upon a holder’s exercise of the conversion option embedded in the convertible preferred stock are deemed to be clearly and closely related to the characteristics of the preferred shares. Further, the Company determined the other relevant features of the preferred stock are clearly and closely related to the equity host and do not qualify for derivative accounting. | |
In July 2014, the Company filed a sixth amended and restated Certificate of Incorporation authorizing a modification to the number of authorized shares of common stock and Series D preferred stock. The number of common shares authorized was amended to 1,800,000,000 shares and the number of Series D preferred shares authorized was amended to 325,000,000 shares. | |
In October 2014, the Company filed a seventh amended and restated Certificate of Incorporation authorizing a modification to the number of authorize shares of common stock and preferred stock. The number of common shares authorized was amended to 50,000,000 shares and the number of preferred shares authorized was amended to 5,000,000 shares. | |
In October 2014, upon the closing of the IPO, all outstanding shares of convertible preferred stock converted into 3,616,714 shares of common stock at a conversion ratio of 200 to 1. |
Warrants
Warrants | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||
Warrants | NOTE 10 WARRANTS | ||||||||||||
As of December 31, 2014, there were 5,447,940 fully vested warrants outstanding to purchase shares of common stock. As of December 31, 2013 there were 274,420, fully vested warrants outstanding to purchase shares of common stock and 2,231,727 fully vested warrants to purchase shares of Series A preferred stock. | |||||||||||||
During the year ended December 31, 2013 warrants to purchase 100,000 shares of common stock were granted and issued as compensation to two related parties in conjunction with providing their personal guarantee of the leaseback agreements on our analyzers (see NOTE 6 LEASE COMMITMENTS and NOTE 12 RELATED PARTY TRANSACTIONS). The warrants have an exercise price of $2.00 and expire seven years from the date of grant. These transactions are accounted for by the Company under the provisions of FASB ASC 505 which require the Company to record an expense associated with the fair value of stock-based payments. The Company uses the Black-Scholes option valuation model to calculate the fair value of stock-based payments at the date of grant. Warrant pricing models require the input of highly subjective assumptions, including the expected price volatility. For warrants granted, the Company used a variety of comparable and peer companies to determine the expected volatility. The Company believes that the use of peer company data fairly represents the expected volatility it would experience if the Company were actively publicly traded in the life sciences industry over the contractual term of the warrants. Changes in these assumptions can materially affect the fair value estimate. The Company determined that the value of the 100,000 common stock warrants granted was nominal due to the fair value of the Company’s common stock as of the grant date being nominal as a result of the priority provisions of the preferred stock outstanding at that time. | |||||||||||||
During the year ended December 31, 2014, warrants to purchase 5,331,520 shares of common stock and warrants to purchase 7,200,000 shares of Series D preferred stock were granted. | |||||||||||||
Of the warrants granted during 2014, 2,855,664 were Class A and Class B warrants to purchase shares of common stock and were issued as part of the sale for cash of the Series D preferred stock units (see NOTE 9 COMMON AND PREFERRED STOCK). These warrants have an exercise price between $0.20 and $4.92 and expire between April 2021 and July 2021. | |||||||||||||
In addition during 2014 prior to the IPO, 1,048,698 common warrants, Class A warrants and Class B warrants to purchase common stock and 7,200,000 warrants to purchase Series D preferred stock were granted in conjunction with the issuance of certain convertible notes payable, consulting services and as financing fees. The warrants have an exercise price between $0.20 and $4.92 and expire between February 2021 and July 2021. The Company determined that the fair value of the warrants granted was nominal due to the fair value of the Company’s common stock as of the grant date being nominal as a result of the priority provisions of the preferred stock outstanding at that time. | |||||||||||||
In October 2014 common warrants in the amount of 57,500 and Series A warrants in the amount of 1,322,500 were issued in conjunction with our IPO (see NOTE 9 COMMON AND PREFERRED STOCK). The common warrants have an exercise price of $8.75 and expire in October 2019. Each Series A warrant is exercisable for one share of common stock and one Series B Warrant. The Series A warrants have an exercise price of $7.00 and expire in October 2015. Each Series B warrant is exercisable for one share of common stock and will only be issued upon the exercise of a Series A warrant. The Series B warrants have an exercise price of $8.75 and expire on the sixth anniversary of the date of issuance. | |||||||||||||
In October 2014 upon the closing of the IPO, 2,231,727 outstanding warrants to purchase shares of Series A preferred stock and 7,200,000 outstanding warrants to purchase shares of Series D preferred stock were converted at a ratio of 200 to 1 into 47,178 warrants to purchase common stock with same expiration date as the original preferred warrant and the exercise price adjusted to $32.00 per warrant for those converted from the Series A Preferred Stock and $5.00 per warrant for those converted from the Series D Preferred Stock. | |||||||||||||
In September 2014, 157,093 warrants previously issued were amended to eliminate a clause that would cancel the warrant upon the completion of an IPO. The Company recorded an expense for the incremental fair value based on the difference between the fair value of the modified award and the fair value of the original award immediately before it was modified using the Black-Scholes option valuation model to calculate the fair value. The Company determined the incremental fair value of the warrants to be $25,061 which was expensed in the period as the warrants were fully vested. | |||||||||||||
The following is the weighted average of the assumptions used in calculating the fair value of the warrants after they were modified in September 2014 using the Black-Scholes method: | |||||||||||||
Fair market value | $ | 4.94 | |||||||||||
Exercise price | $ | 10 | |||||||||||
Risk free rate | 0.61 | % | |||||||||||
Dividend yield | 0 | % | |||||||||||
Expected volatility | 37.23 | % | |||||||||||
Remaining contractual term | 1.97 years | ||||||||||||
The following table summarizes the common stock warrant activity during the years ended December 31, 2014 and 2013: | |||||||||||||
Common | Weighted | Weighted | |||||||||||
Stock | Average | Average | |||||||||||
Warrants | Exercise | Remainder | |||||||||||
Price | Contractual | ||||||||||||
Term in | |||||||||||||
Years | |||||||||||||
As of December 31, 2013: | |||||||||||||
Warrants outstanding as of January 1, 2013 | 174,420 | $ | 10 | 3.8 | |||||||||
Granted | 100,000 | $ | 2 | 7 | |||||||||
Exercised | — | — | — | ||||||||||
Expired | — | — | — | ||||||||||
Warrants outstanding as of December 31, 2014 | 274,420 | $ | 8 | 4.2 | |||||||||
As of December 31, 2014: | |||||||||||||
Warrants outstanding as of January 1, 2014 | 274,420 | $ | 8 | 4.2 | |||||||||
Granted | 5,331,520 | $ | 3.91 | 5.5 | |||||||||
Exercised | (158,000 | ) | 0.2 | 6.6 | |||||||||
Expired | — | — | — | ||||||||||
Warrants outstanding as of December 31, 2014 | 5,447,940 | $ | 4.17 | 4.9 | |||||||||
All warrants outstanding were fully vested upon issuance. | |||||||||||||
The following table summarizes the Preferred A stock warrant activity during the years ended December 31, 2014 and 2013: | |||||||||||||
Preferred | Weighted | Weighted | |||||||||||
Stock A | Average | Average | |||||||||||
Warrants | Exercise | Remainder | |||||||||||
Price | Contractual | ||||||||||||
Term in | |||||||||||||
Years | |||||||||||||
As of December 31, 2013: | |||||||||||||
Warrants outstanding as of January 1, 2013 | 2,231,727 | $ | 0.16 | 4.1 | |||||||||
Granted | — | — | — | ||||||||||
Converted | — | — | — | ||||||||||
Expired | — | — | — | ||||||||||
Warrants outstanding as of December 31, 2013 | 2,231,727 | $ | 0.16 | 3.1 | |||||||||
As of December 31, 2014: | |||||||||||||
Warrants outstanding as of January 1, 2014 | 2,231,727 | $ | 0.16 | 3.1 | |||||||||
Granted | — | — | — | ||||||||||
Converted | (2,231,727 | ) | 0.16 | 2.3 | |||||||||
Expired | — | — | — | ||||||||||
Warrants outstanding as of December 31, 2014 | — | $ | — | — | |||||||||
The following table summarizes the preferred D stock warrant activity during the year ended December 31, 2014: | |||||||||||||
Preferred | Weighted | Weighted | |||||||||||
Stock D | Average | Average | |||||||||||
Warrants | Exercise | Remainder | |||||||||||
Price | Contractual | ||||||||||||
Term in | |||||||||||||
Years | |||||||||||||
As of December 31, 2014: | |||||||||||||
Warrants outstanding as of January 1, 2014 | — | — | — | ||||||||||
Granted | 7,200,000 | $ | 0.025 | 6.8 | |||||||||
Converted | (7,200,000 | ) | $ | 0.025 | 6.7 | ||||||||
Expired | — | — | — | ||||||||||
Warrants outstanding as of December 31, 2014 | — | $ | — | — | |||||||||
Common Warrant Derivative Liability | |||||||||||||
Our Class A warrants, Class B warrants, Series A warrants, and common warrants from the conversion of the Series D Preferred warrants, which in total comprise 5,045,584 warrants, all have an exercise price adjustment provision that falls within the scope of ASC 815. This provision states that if the Company shall issue: (i) any common stock, except for certain excluded issuances, (ii) any security or debt instrument carrying the right to convert into common stock, or (iii) any warrant, right or option to purchase common stock, at a price less than the exercise price in effect at the time of such issuance, then the exercise price shall be reduced to the lower price. Such exercise price adjustment prohibits the Company from being able to conclude that the warrants are indexed to the Company’s own stock. Accordingly, these warrants are accounted for as derivative liabilities and are recorded at fair value at inception and at each reporting date. The liability for these warrants was revalued at December 31, 2014 and the change in the fair value of the warrant derivative liability was included as a component of Other income (expense). The change in fair value of the warrant derivative liability has no effect on the Company’s cash flows. | |||||||||||||
The following table summarizes the change in the value of the warrant derivative liability during the year ended December 31, 2014: | |||||||||||||
Balance at December 31, 2013 | $ | — | |||||||||||
Issuance of warrants | 2,487,726 | ||||||||||||
Exercise of warrants | (885,258 | ) | |||||||||||
Change in fair value of warrant liability | 8,396,169 | ||||||||||||
Balance at December 31, 2014 | $ | 9,998,636 | |||||||||||
The Company estimates the fair value of the warrants at inception and at each reporting date using a modified Black-Scholes option valuation model utilizing the fair value of underlying common stock and has determined the fair value measurement to be a level 3 measurement (see NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES). Black-Scholes has inherent limitations for use in the case of a warrant with a price protection provision, since the model is designed to be used when the inputs to the model are static throughout the life of a security. Accordingly, our valuation model was modified to incorporate a probability weighted fair value calculation for the price reset provision taking into account the likelihood of future resets of the exercise price. The estimates in the modified Black-Scholes option-pricing model are based, in part, on assumptions, including but not limited to stock price volatility, the expected life of the warrants, the risk free rate and the fair value of the equity stock underlying the warrants. | |||||||||||||
The following is the weighted average of the assumptions as of December 31, 2014 used in the Black-Scholes method for calculating the fair value of the warrants that contain the conversion price adjustment provision: | |||||||||||||
Fair market value | $ | 2.46 | |||||||||||
Exercise price | $ | 1.27 | |||||||||||
Risk free rate | 1.83 | % | |||||||||||
Dividend yield | 0 | % | |||||||||||
Expected volatility | 107.49 | % | |||||||||||
Probability of price reset | 100 | % | |||||||||||
Remaining contractual term | 5.00 years |
Employee_Stock_Options
Employee Stock Options | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||
Employee Stock Options | NOTE 11 EMPLOYEE STOCK OPTIONS | ||||||||||||||||||||||||
The Company has three stock based employee compensation plans, the 2006 Stock Option Plan, the 2014 Stock Option Plan, and the Omnibus Plan pursuant to which certain employees and non-employee directors have been granted options to purchase common stock. The Company had 703,034 and 115,750 employee stock options outstanding as of December 31, 2014 and 2013, respectively. All options vest in installments over a three to four year period and expire ten years from the date of grant. | |||||||||||||||||||||||||
In October 2013, an employee was awarded 5,000 common stock options under the 2006 Stock Option Plan with an exercise price of $2.00 per share that expire in October 2023. The options vest over a period of four years. | |||||||||||||||||||||||||
In April and June 2014, the Company awarded 483,000 common stock options to certain employees under the 2014 Stock Option plan with an exercise price of $2.00 per share that expire in April and June 2024. The options vest over a period of four years. | |||||||||||||||||||||||||
The Company accounts for employee stock options according to FASB ASC 718 which requires the Company to calculate the fair value of the stock options on the date of grant and amortize over the vesting period of the options. The Company determined the value of the 5,000 options granted in October 2013 and the 483,000 options granted in April and June 2014 to be nominal due to the fair value of the Company’s common stock as of the grant date being nominal as a result of the priority provisions of the preferred stock outstanding at the time. The Company used a variety of comparable and peer companies to determine the expected volatility. The Company believes the use of peer company data fairly represents the expected volatility it would experience if the Company was more actively publicly traded in the life sciences industry over the expected life of the options. The Company has no historical data regarding the expected life of the options and therefore used the simplified method of calculating the expected life. The risk free rate was calculated using the U.S. Treasury constant maturity rates similar to the expected life of the options, as published by the Federal Reserve. | |||||||||||||||||||||||||
In September 2014, the Company completed a tender offer to eligible employees to exchange 103,250 employee stock options under the 2006 Stock Option Plan for new options under the 2014 Stock Option Plan. The new options have an exercise price of $3.50 with all other terms the same as the original terms under the 2006 Option Plan. These transactions are accounted for under the provisions of FASB ASC 718 as a modification of a stock based compensation award and require the Company to record an expense for the incremental fair value based on the difference between the fair value of the modified award and the fair value of the original award immediately before it was modified. The Company used the Black-Scholes option valuation model to calculate the fair value of the stock options. The Company determined the incremental fair value of the options to be $223,031 which was expensed in the period as the options are fully vested. | |||||||||||||||||||||||||
The following is the weighted average of the assumptions used in calculating the fair value of the options modified in September 2014 using the Black-Scholes method: | |||||||||||||||||||||||||
Fair market value | $ | 4.94 | |||||||||||||||||||||||
Exercise price | $ | 3.5 | |||||||||||||||||||||||
Risk free rate | 1.06 | % | |||||||||||||||||||||||
Dividend yield | 0 | % | |||||||||||||||||||||||
Expected volatility | 46.31 | % | |||||||||||||||||||||||
Expected term | 2.74 years | ||||||||||||||||||||||||
In October and December 2014, the Company awarded 136,784 common stock options under the Omnibus Plan to certain employees and non-employee directors with an exercise price ranging from $2.56 to $7.00 per share that expire in October and December 2024. The options vest over a three and four year period. The Company accounts for employee stock options according to FASB ASC 718 which requires the Company to calculate the fair value of the stock options on the date of grant and amortize over the vesting period of the options. The Company determined the value of the 136,784 options granted in October and December 2014 to be $306,709 of which $54,394 was expensed in the period with the remainder to be expensed over the vesting term of the options. | |||||||||||||||||||||||||
The following is the weighted average of the assumptions used in calculating the fair value of the options granted in October and December 2014 using the Black-Scholes method: | |||||||||||||||||||||||||
Fair market value | $ | 5.28 | |||||||||||||||||||||||
Exercise price | $ | 5.91 | |||||||||||||||||||||||
Risk free rate | 1.7 | % | |||||||||||||||||||||||
Dividend yield | 0 | % | |||||||||||||||||||||||
Expected volatility | 54.97 | % | |||||||||||||||||||||||
Expected term | 6.06 years | ||||||||||||||||||||||||
The following table summarizes the Company’s total option activity for the years ended December 31, 2014 and 2013: | |||||||||||||||||||||||||
Options | Weighted | Weighted | Intrinsic | ||||||||||||||||||||||
Average | Average | Value | |||||||||||||||||||||||
Exercise | Remaining | ||||||||||||||||||||||||
Price | Contractual | ||||||||||||||||||||||||
Term in | |||||||||||||||||||||||||
Years | |||||||||||||||||||||||||
As of December 31, 2013: | |||||||||||||||||||||||||
Options outstanding as of January 1, 2013 | 110,750 | $ | 32 | 7.2 | |||||||||||||||||||||
Granted | 5,000 | $ | 2 | 9.8 | |||||||||||||||||||||
Exercised | — | — | — | ||||||||||||||||||||||
Forfeited/expired | — | — | — | ||||||||||||||||||||||
Options outstanding as of December 31, 2013 | 115,750 | $ | 30 | 6.3 | $ | — | |||||||||||||||||||
As of December 31, 2014: | |||||||||||||||||||||||||
Options outstanding as of January 1, 2014 | 115,750 | $ | 30 | 6.3 | |||||||||||||||||||||
Granted | 619,784 | $ | 2.86 | 9.4 | |||||||||||||||||||||
Exercised | — | — | — | ||||||||||||||||||||||
Forfeited/expired | (32,500 | ) | $ | 8.92 | 5.7 | ||||||||||||||||||||
Options outstanding as of December 31, 2014 | 703,034 | $ | 2.98 | 8.8 | $ | — | |||||||||||||||||||
Outstanding and exercisable stock options as of December 31, 2014 are as follows: | |||||||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||||||
Number of | Remaining | Exercise | Number of | Exercise | Intrinsic Value | ||||||||||||||||||||
Options | Life | Price | Options | Price | |||||||||||||||||||||
Outstanding | (Years) | Exercisable | |||||||||||||||||||||||
31-Dec-13 | 115,750 | 6.3 | $ | 30 | 106,570 | $ | 32 | $ | — | ||||||||||||||||
31-Dec-14 | 703,034 | 8.8 | $ | 2.98 | 117,404 | $ | 3.86 | $ | — | ||||||||||||||||
The estimated fair value of the Company stock options, less expected forfeitures, is amortized over the options vesting period on the straight-line basis. The Company recognized the following equity-based compensation expenses during the twelve ended December 31, 2014 and 2013: | |||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Stock based compensation expense | $ | 297,244 | $ | 111,091 | |||||||||||||||||||||
As of December 31, 2014 and 2013, there were $252,315 and $19,818 of total unrecognized compensation cost with a remaining vesting period of 3.44 and 0.30 years, respectively. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 12 RELATED PARTY TRANSACTIONS |
During 2013, the Company issued promissory notes to SSA Ventures, LLC and SBS Charitable Remainder Trust U/A/D November 27, 1995, entities controlled by Mr. Stephen C. Aldous, a Director, reflecting obligations of $571,000 and $2,000,000 respectively. The principal balance of these notes, along with accrued interest of $21,901 and $67,068 respectively, converted to shares of Series C Preferred Stock at $4.92 per share in 2013. | |
During 2013, the Company issued a promissory note to Bourne Spafford Charitable Trust U/A/D May 15, 1995, an entity controlled by Mr. David Spafford, a Director reflecting an obligation of $200,000. This note had an 8% interest rate. The principal and $7,540 of accrued interest converted into shares of Series C Preferred Stock at $4.92 per share in 2013. | |
Mr. Ryan Ashton, the Chief Executive Officer of the Company, and Mr. Spafford, each personally guaranteed the obligations of the Company under two sale-leaseback agreements. On November 25, 2013, the Company issued Mr. Ashton warrants to purchase 50,000 shares of common stock and Mr. Spafford warrants to purchase 50,000 shares of common stock, each in compensation for their personal guarantees of the obligations of the Company under the sale-leaseback agreement. The warrants have an exercise price of $2.00 and expire seven years from the date of grant. | |
The Company’s obligations pursuant to its sale-leaseback agreements described in NOTE 6 LEASE COMMITMENTS are secured by letters of credit (Letters of Credit) in an aggregate amount of $3,000,000. The Letters of Credit were issued by a bank at the behest of a non-profit foundation (the “Foundation”) and Spring Forth Investments. The Company is obligated to reimburse the Foundation and Spring Forth Investments for any draws made under the Letters of Credit pursuant to two reimbursement agreements between the Company and the Foundation and Spring Forth Investments dated October 30, 2013. Mr. Spafford, one of our directors, and his wife, Susan Spafford, have been designated by the Foundation as “Founding Trustees” under its bylaws and have authority to control certain activities of the Foundation. Our obligations under the reimbursement agreements are secured by a security interest in all of our assets pursuant to a Security Agreement dated October 30, 2013. As of December 31, 2014, no draws on the line of credit had taken place. | |
In February 2014, we issued a convertible promissory note with an 8% interest rate and 25,000 warrants to purchase common stock to Mr. Ashton. The consideration paid by Mr. Ashton for the note and warrants was $200,000. The maturity date for the promissory note was February 26, 2015, or upon or a qualified equity financing of at least $5 million. This financing was for general working capital purposes. The principal balance of this note, along with accrued interest of $6,751 converted to 8,270,027 Series D Units at $0.025 per unit in July 2014 which were separable into 8,270,027 shares of Series D Preferred Stock, 41,350 Class A warrants to purchase common stock exercisable at $4.92 per warrant which expire in July 2021 and 41,350 Series B warrants exercisable at $0.20 which expire in July 2021. Upon the closing of our IPO, the Series D Preferred Stock converted into 41,350 shares of common stock at a conversion ratio of 200 to 1. | |
In March 2014, we issued a convertible promissory note with an 8% interest rate and 12,500 warrants to purchase common stock to DRS, LLC, an entity controlled by Mr. Spafford. The consideration paid by DRS, LLC for the note and warrants was $100,000. The maturity date for the promissory note was March 10, 2015, or upon a qualified equity financing of at least $5 million. This financing was for general working capital purposes. The principal balance of this note, along with accrued interest of $3,112 converted to 4,124,493 Series D Units at $0.025 per unit in July 2014 which were separable into 4,124,493 shares of Series D Preferred Stock, 20,622 Class A warrants to purchase common stock exercisable at $4.92 per warrant which expire in July 2021 and 20,622 Series B warrants exercisable at $0.20 which expire in July 2021. Upon the closing of our IPO, the Series D Preferred Stock converted into 20,622 shares of common stock at a conversion ratio of 200 to 1. | |
In July 2014, the Company entered into a note agreement for $500,000 with Spring Forth Investments, LLC a company owned by Mr. Spafford. The maturity date for the note is July 18, 2015. The note pays interest at an annual rate of 20% and is paid monthly. The Company may extend the due date of the note to July 18, 2016 by giving notice no later than April 18, 2015 and paying an extension fee of $10,000. The Company prepaid the last three months of interest for a total of $25,000 at the time of issuance of the note. As additional consideration for the note, the Company issued 4,000,000 Series D preferred stock units (which are separable into 4,000,000 shares of Series D preferred stock, 20,000 Class A warrants to purchase a share of common stock at $4.92 and 20,000 Class B warrants to purchase a share of common stock at $0.20) at a value of $100,000 or $0.025 per unit. The Series D preferred stock units were accounted as a debt discount to be amortized over the life of the note. As of December 31, 2014 the unamortized debt discount was $58,333. Upon the closing of our IPO, the 4,000,000 shares of Series D Preferred Stock converted into 20,000 shares of common stock at a conversion ratio of 200 to 1. | |
In April 2014, the Company entered into two Financial Advisory Agency Agreements with Rona Capital, LLC, an entity owned by Jeffrey A. Rona. Mr. Rona became our Chief Financial Officer in October 2014. The first agreement was for financial advisory services related to the Company’s ongoing financing activities prior to the filing of an S-1 registration with the SEC. The Company agreed to pay Rona Capital $15,000 per month plus reasonable out-or-pocket expenses. In addition, the Company issued warrants to Rona Capital to purchase 7,200,000 Series D units which were separable into 7,200,000 Series D Preferred Shares, 36,000 Class A warrants to purchase a share of common stock exercisable at $4.92 and 36,000 Class B warrants to purchase a share of common stock exercisable at $0.20 pursuant to the initial S-1 filing with the SEC. The Company also indemnified Rona Capital for claims arising from the agreement, subject to certain exceptions. This agreement terminated upon the final closing of the Series D Preferred Stock financing. Upon the closing of our IPO, the 7,200,000 shares of Series D Preferred Stock converted into 36,000 shares of common stock at a conversion ratio of 200 to 1. | |
The Company also entered into a second Financial Advisory Agency Agreement with Rona Capital effective in June 2014, wherein Rona Capital provided the Company with financial advisory services related to the Company’s ongoing financing activities. The Company paid Rona Capital $15,000 per month and additional cash amounts on the achievement of specified milestones, including $50,000 upon the filing of an S-1 with the SEC and $100,000 upon the closing of an initial public offering. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | NOTE 13 INCOME TAXES | ||||||||
The Company utilizes the asset and liability approach to measuring deferred tax assets and liabilities based on temporary differences existing at each balance sheet date using currently enacted tax rates in accordance with FASB ASC 740. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |||||||||
The income tax expense for the years ended December 31, 2014 and 2013 consists of the following: | |||||||||
2014 | 2013 | ||||||||
Current | |||||||||
Federal | $ | — | $ | — | |||||
State and Local | 5,297 | 1,250 | |||||||
5,297 | 1,250 | ||||||||
Deferred | |||||||||
Federal | — | — | |||||||
State and Local | — | — | |||||||
— | — | ||||||||
$ | 5,297 | $ | 1,250 | ||||||
The following is a reconciliation of the reported amount of income tax expense (benefit) for the years ended December 31, 2014 and 2013 to the amount of income tax expenses that would result from applying the statutory rate to pretax income. | |||||||||
The components of the Company’s deferred tax assets for the years ended December 31, 2014 and 2013 are as follows: | |||||||||
2014 | 2013 | ||||||||
Current deferred tax assets: | |||||||||
Allowance for doubtful accounts | $ | 2,035 | $ | 2,035 | |||||
Accrued vacation | 85,081 | 131,302 | |||||||
Accrued personal property tax | 4,048 | 37,012 | |||||||
Total current deferred tax assets | 91,164 | 170,349 | |||||||
Non-current deferred tax assets | |||||||||
Net operating losses | 18,229,887 | 13,674,825 | |||||||
Depreciation and amortization | 162,344 | 15,935 | |||||||
Other | 171 | 171 | |||||||
Total non-current deferred tax assets | 18,392,402 | 13,690,931 | |||||||
Total deferred tax assets | 18,483,566 | 13,861,280 | |||||||
Less: Valuation allowance | (18,483,566 | ) | (13,861,280 | ) | |||||
Net deferred tax assets | $ | — | $ | — | |||||
Reconciliation of reported amount of income tax expense for the years ended December 31, 2014 and 2013 consists of the following: | |||||||||
2014 | 2013 | ||||||||
Benefit for income taxes computed at federal statutory rate | $ | (7,385,656 | ) | $ | (3,250,410 | ) | |||
State income taxes, net of federal tax benefit | (407,156 | ) | (214,899 | ) | |||||
Non-deductible expenses | 3,024,860 | 7,472 | |||||||
Increase in valuation allowance | 4,622,286 | 3,459,087 | |||||||
Other, net | 150,963 | — | |||||||
Provision for income taxes | $ | 5,297 | $ | 1,250 | |||||
Effective tax rate | (0.07% | ) | (0.04% | ) | |||||
As of December 31, 2014 the Company has generated operating losses. As a result the Company has recorded a full valuation allowance against its net deferred tax assets as of December 31, 2014 and 2013. The valuation allowance increased by $4,622,286 during the tax year ended December 31, 2014. | |||||||||
As of December 31, 2014 and 2013, the Company has a net operating loss carry forwards for Federal income tax purposes of $51.8 million and $37.8 million, respectively, which expire in varying amounts during the tax years 2023 and 2034. The Company has net operating loss carry forwards for State income tax purposes of $32.5 million and $26.3 million which expire in varying years from 2023 to 2034. | |||||||||
Under FASB ASC 740, tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2014 and 2013, the Company has no liabilities for unrecognized tax benefits. | |||||||||
The Company’s policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits within income tax expense. For the years ended December 31, 2014, and 2013, the Company did not recognize any interest or penalties in its statement of operations, nor did it have any interest or penalties accrued in its balance sheet at December 31, 2014 and 2013 relating to unrecognized tax benefits. | |||||||||
The tax years 2010-2014 remain open to examination for federal income tax purposes and by the other major taxing jurisdictions to which the Company is subject. |
Legal_Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | NOTE 14 LEGAL PROCEEDINGS |
We are not currently a party to any pending or threatened legal proceeding or regulatory or government investigations. We may become involved in litigation from time to time relating to claims arising in the ordinary course of our business. We do not believe that the ultimate resolution of such claims would have a material effect on our business, results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material effect on our business, results of operations, financial condition and cash flows. |
Geographic_Information
Geographic Information | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Text Block [Abstract] | |||||||||
Geographic Information | NOTE 15 GEOGRAPHIC INFORMATION | ||||||||
The Company has both domestic (U.S.) and international customers for its products. Sales for the years ended December 31, 2014 and 2013 were as follows: | |||||||||
2014 | 2013 | ||||||||
Domestic sales | $ | 1,559,614 | $ | 736,215 | |||||
International sales | 46,640 | 24,431 | |||||||
Total sales | $ | 1,606,254 | $ | 760,646 | |||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 16 SUBSEQUENT EVENTS |
In January of 2015 the Company filed a S-1 registration statement for the sale of an unspecified number of units consisting of Series E convertible preferred stock and warrants to purchase the Company’s common stock. The registration has not yet become effective. | |
On February 12, 2015, the Company entered into a loan agreement for $250,000 with Spring Forth Investments, LLC, an entity controlled by Mr. Spafford. The loan bears interest at a rate of twelve percent (12%) per year and has a maturity date of the earlier of (i) 90 days from the date of the loan agreement, or (ii) five days after the closing of a registered public offering of securities of the Company. Upon the earlier to occur of the maturity date or the prepayment of the loan, the Company will be obligated to pay a termination fee equal to five percent (5%) of the principal balance of the loan. Payment of the principal balance of the loan plus any accrued interest due and payable may be accelerated upon an event of default by the Company pursuant to the terms and conditions of the loan agreement. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Derivative Instruments | Derivative Instruments | ||||||||||||||||
The Company accounts for derivative instruments under the provisions of ASC 815 Derivatives and Hedging. ASC 815 requires the Company to record derivative instruments at their fair value. Changes in the fair value of derivatives are recognized in earnings. As a result of certain terms, conditions and features included in certain common stock purchase warrants granted by the Company, those warrants are required to be accounted for as derivatives at estimated fair value, with changes in fair value recognized in earnings. | |||||||||||||||||
Basis of Presentation | Basis of Presentation | ||||||||||||||||
These financial statements have been prepared to reflect the financial position, results of operations and cash flows of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). | |||||||||||||||||
Reverse Stock Split | Reverse Stock Split | ||||||||||||||||
On September 5, 2014, the Company effected a reverse stock split of the Company’s common stock whereby each two hundred shares of common stock was replaced with one share of common stock (with no fractional shares issued). The par value and authorized shares of the common stock were not adjusted as a result of the reverse stock split. All common share, options, warrants and per share amounts for all periods presented in these financial statements have been adjusted retroactively to reflect the reverse stock split. The convertible preferred stock was not included in the reverse stock split and the outstanding amounts have not been adjusted. However, the conversion ratio was adjusted as a result of the reverse stock split such that upon conversion, each two hundred shares of preferred stock will be converted into one share of common stock. | |||||||||||||||||
Initial Public Offering | Initial Public Offering | ||||||||||||||||
On October 8, 2014, the Company completed an initial public offering (“IPO”) whereby the Company sold 1,150,000 shares of its common stock and 1,150,000 Series A Warrants, which were sold in units of one share of common stock and one Series A Warrant at an issuance price of $7.00 per unit, less underwriting discounts and commissions. In addition, the underwriter exercised its option to purchase 172,500 additional Series A Warrants. As a result of the IPO, the Company received proceeds of approximately $6.4 million, net of approximately $1.7 million in underwriting and other offering costs. | |||||||||||||||||
Use of Estimates | Use of Estimates | ||||||||||||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Such estimates include the warranty reserve, accounts receivable and inventory reserves, intangible assets and other long lived assets, legal and regulatory contingencies, income taxes, share based arrangements, the derivative liability for common stock warrants and others. These estimates and assumptions are based on management’s best estimates and judgments. Actual amounts and results could differ from those estimates. | |||||||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||||||||||
The Company considers highly liquid investments with insignificant interest rate risk and original maturities to the Company of three months or less to be cash equivalents. Cash equivalents consist primarily of interest and non-interest bearing bank accounts held in checking, savings and money market accounts. These assets are generally available on a daily or weekly basis and are highly liquid in nature. If the balances are greater than $250,000, the Company does not have FDIC coverage on the entire amount of bank deposits. | |||||||||||||||||
Accounts Receivable | Accounts Receivable | ||||||||||||||||
Accounts receivable are generated from the sale of single use diagnostic test cartridges to end users in the United States and to a network of distributors outside the United States. These accounts receivable are recorded at the invoiced amount, net of allowances for doubtful amounts. The Company routinely reviews outstanding accounts receivable balances for estimated uncollectible accounts and establishes or adjusts the allowances for doubtful accounts receivable using the specific identification method and records a reserve for amounts not expected to be fully recovered. Actual balances are not applied against the reserve until substantially all collection efforts have been exhausted. The Company does not have customer acceptance provisions, but it does provide its customers a limited right of return for defective diagnostic test cartridges. | |||||||||||||||||
The balance of accounts receivable at December 31, 2014 and 2013, net of an allowance for doubtful accounts of $5,482, was $267,485 and $184,415, respectively. | |||||||||||||||||
Inventories | Inventories | ||||||||||||||||
Inventories are stated at the lower of cost or market with cost determined according to the average cost method. Manufactured inventory consists of raw material, direct labor and manufacturing overhead cost components. The Company reviews the components of its inventory on a regular basis for excess and obsolete inventory and makes appropriate adjustments when necessary. Inventories consisted of the following at December 31, 2014 and 2013: | |||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Raw materials | $ | 360,019 | $ | 278,947 | |||||||||||||
Work-in-process | 91,153 | 39,192 | |||||||||||||||
Finished goods | 5,922 | 2,100 | |||||||||||||||
Total inventories | $ | 457,094 | $ | 320,239 | |||||||||||||
Property and Equipment | Property and Equipment | ||||||||||||||||
Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets (which range from three to ten years) using the straight-line method. Amortization of leasehold improvements is computed on the straight-line method over the shorter of the lease term or estimated useful lives of the assets. The analyzers that the Company manufactures and retains title over are placed with customers and are recorded in property and equipment under “Analyzers.” The materials used for the manufacture of the analyzers are recorded in property and equipment under “Construction in progress.” Major renewals and betterments are capitalized and depreciated over their estimated useful lives while minor expenditures for maintenance and minor repairs are charged to operations as incurred. | |||||||||||||||||
The Company classifies assets to be sold as assets held for sale when (i) Company management has approved and commits to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition and is ready for sale, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable, (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets classified as held for sale are recorded at the lower of the carrying amount or fair value less the cost to sell and are a component of prepaid and other current assets in the balance sheets. The Company did not have any assets classified as held for sale as of December 31, 2014 and 2013. | |||||||||||||||||
Intangible Assets | Intangible Assets | ||||||||||||||||
The Company records its intangible assets at cost which consist of two licensing and royalty agreements for certain intellectual property rights used in the development and manufacture of our products. These intangible assets are being amortized over an estimated useful life of seven years from the date that the technology licenses became effective. As of December 31, 2014 and 2013, intangible assets totaled $600,000 valued at cost, less accumulated amortization of $383,420 and $265,975, respectively. The Company recorded amortization associated with these agreements of $117,445 and $97,680 for the years ended December 31, 2014 and 2013, respectively. | |||||||||||||||||
Estimated future intangible asset amortization expense for the next five years are as follows: | |||||||||||||||||
Years ended December 31, | |||||||||||||||||
2015 | $ | 97,405 | |||||||||||||||
2016 | 76,583 | ||||||||||||||||
2017 | 42,591 | ||||||||||||||||
2018 | — | ||||||||||||||||
2019 | — | ||||||||||||||||
Total estimated amortization expense | $ | 216,579 | |||||||||||||||
Impairment of Long Lived Assets | Impairment of Long Lived Assets | ||||||||||||||||
Long-lived tangible assets, including property and equipment, and definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The Company regularly evaluates whether events or circumstances have occurred that indicate possible impairment and relies on a number of factors, including expected future operating results, business plans, economic projections, and anticipated future cash flows. The Company uses an estimate of the future undiscounted net cash flows and comparisons to like-kind assets, as appropriate, of the related asset over the remaining life in measuring whether the assets are recoverable. Measurement of the amount of impairment, if any, is based upon the difference between the asset’s carrying value and estimated fair value. Fair value is determined through various valuation techniques, including cost-based, market and income approaches as considered necessary. | |||||||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||||||||||||||
The Company measures at fair value certain of its financial and non-financial assets and liabilities by using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price, based on the highest and best use of the asset or liability. The levels of the fair value hierarchy are: | |||||||||||||||||
Level 1—Quoted market prices in active markets for identical assets or liabilities; | |||||||||||||||||
Level 2—Significant other observable inputs (e.g. quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable, such as interest rate and yield curves, and market-corroborated inputs); and | |||||||||||||||||
Level 3—Unobservable inputs in which there is little or no market data, which require the reporting unit to develop its own assumptions. | |||||||||||||||||
The following tables set forth the financial liabilities measured at fair value on a recurring basis by level within the fair value hierarchy at December 31, 2014: | |||||||||||||||||
Fair Value Measurements at December 31, 2014 | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Derivative liability | |||||||||||||||||
Common stock warrants | $ | — | $ | — | $ | 9,998,636 | $ | 9,998,636 | |||||||||
Total derivative liability | $ | — | $ | — | $ | 9,998,636 | $ | 9,998,636 | |||||||||
Revenue Recognition | Revenue Recognition | ||||||||||||||||
The Company derives its product revenue from the sale of single use diagnostic test cartridges sold through our dedicated sales force, except in the European Union where the Company sells through a network of distributors. Product revenue is recognized when all four of the following criteria are met: (1) persuasive evidence that an arrangement exists; (2) delivery of the products has occurred; (3) the selling price of the product is fixed or determinable; and (4) collectability of that price is reasonably assured. Change in title to the product and recognition of revenue from sales of diagnostic test cartridges occurs at the time of shipment. Shipping and handling fees and related freight costs and supplies for test kits are billed to customers. Additional costs associated with shipping products to customers are included as a component of cost of sales. | |||||||||||||||||
Research and Development Costs | Research and Development Costs | ||||||||||||||||
Research and development costs are charged to operations as incurred. Research and development costs include, among other things, salaries and wages for research scientists and staff (including stock-based compensation), materials and supplies used in the development of new products, developing and validating the manufacturing process, costs for clinical trials, and costs for research and development facilities and equipment. | |||||||||||||||||
Stock Based Compensation | Stock Based Compensation | ||||||||||||||||
The Company has accounted for stock-based compensation under the provisions of Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 718, “Compensation—Stock Compensation”. This standard requires the Company to record an expense associated with the fair value of stock-based compensation over the requisite service period. The Company uses the Black-Scholes option valuation model to calculate the value of options at the date of grant. Option pricing models require the input of highly subjective assumptions, including the estimated fair value of the Company’s common stock on the date of grant, the expected term of the stock option, and the expected price volatility of the Company’s common stock over the period equal to the expected term of the grant. Changes in these assumptions can materially affect the fair value estimate. The Company estimates forfeitures at the date of grant and revises the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | |||||||||||||||||
Financial Instruments and Concentration of Credit Risk | Financial Instruments and Concentration of Credit Risk | ||||||||||||||||
The Company’s financial instruments include cash and cash equivalents, accounts receivable, and accounts payable. The carrying amount of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value because of their immediate or short-term maturities. | |||||||||||||||||
All of the Company’s accounts receivable result from sales in the normal course of business to its customers primarily throughout the United States. The Company attempts to limit its credit risk by performing credit evaluations of new customers and maintaining adequate allowances for potential credit losses. As of December 31, 2014, 30% of the accounts receivable balance resulted from one customer. As of December 31, 2013, 25% of the accounts receivable balances resulted from one customer. Historically, the Company has not experienced any credit losses on such receivables. Allowances for bad debt in the amount of $5,482 were recorded against accounts receivable for the years ended December 31, 2014 and 2013. There was no bad debt for the year ended December 31, 2014. The Company cannot ensure that such losses will not be realized in the future. | |||||||||||||||||
The Company’s customers are primarily hospitals and health clinics. For the year ended December 31, 2014, 11% of revenues resulted from one customer who accounted for more than 10% of revenues. For the year ended December 31, 2013, 23% of revenues resulted from two customers who each accounted for more than 10% of revenues. | |||||||||||||||||
Income Taxes | Income Taxes | ||||||||||||||||
The Company accounts for income taxes under FASB ASC 740, “Income Taxes”. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all of the benefits of deferred tax assets will not be realized. | |||||||||||||||||
The tax effects from an uncertain tax position can be recognized in the financial statements only if the position is more likely than not of being sustained if the position were to be challenged by a taxing authority. The Company has examined the tax positions taken in its tax returns and determined that there are no uncertain tax positions. As a result, the Company has recorded no uncertain tax liabilities in its balance sheet. | |||||||||||||||||
Loss per Common Share | Loss per Common Share | ||||||||||||||||
Basic loss per share (“EPS”) is computed by dividing net loss, less cumulative preferred stock dividends for the period, including undeclared or unpaid cumulative dividends (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net loss by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include convertible preferred stock, stock options and warrants. The number of potential common shares outstanding is computed using the treasury stock method. | |||||||||||||||||
As the Company has incurred losses for the years ended December 31, 2014 and 2013, the potentially dilutive shares are anti-dilutive and are thus not added into the loss per share calculations. As of December 31, 2014 and 2013, there were 6,150,974 and 2,459,343 potentially dilutive shares, respectively. | |||||||||||||||||
New Accounting Pronouncements | New Accounting Pronouncements | ||||||||||||||||
From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. | |||||||||||||||||
In May 2014, the Financial Accounting Standards Board issued accounting guidance on revenue recognition. The amended guidance will enhance the comparability of revenue recognition practices and will be applied to all contracts with customers. Improved disclosures related to the nature, amount, timing, and uncertainty of revenue that is recognized are requirements under the amended guidance. This guidance will be effective for fiscal 2017 and will be required to be applied retrospectively. We are currently assessing the impact that this guidance will have on our financial statements at this time. | |||||||||||||||||
In August 2014, the Financial Accounting Standards Board issued ASU No. 2014-15. This standard provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. This ASU is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2016, with early adoption permitted. The Company is evaluating the new guidance and plans to provide additional information about its expected impact at a future date. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Schedule of Inventories | Inventories consisted of the following at December 31, 2014 and 2013: | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Raw materials | $ | 360,019 | $ | 278,947 | |||||||||||||
Work-in-process | 91,153 | 39,192 | |||||||||||||||
Finished goods | 5,922 | 2,100 | |||||||||||||||
Total inventories | $ | 457,094 | $ | 320,239 | |||||||||||||
Estimated Future Intangible Asset Amortization Expense | Estimated future intangible asset amortization expense for the next five years are as follows: | ||||||||||||||||
Years ended December 31, | |||||||||||||||||
2015 | $ | 97,405 | |||||||||||||||
2016 | 76,583 | ||||||||||||||||
2017 | 42,591 | ||||||||||||||||
2018 | — | ||||||||||||||||
2019 | — | ||||||||||||||||
Total estimated amortization expense | $ | 216,579 | |||||||||||||||
Financial Liabilities Measured at Fair Value on a Recurring Basis | The following tables set forth the financial liabilities measured at fair value on a recurring basis by level within the fair value hierarchy at December 31, 2014: | ||||||||||||||||
Fair Value Measurements at December 31, 2014 | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Derivative liability | |||||||||||||||||
Common stock warrants | $ | — | $ | — | $ | 9,998,636 | $ | 9,998,636 | |||||||||
Total derivative liability | $ | — | $ | — | $ | 9,998,636 | $ | 9,998,636 | |||||||||
Property_And_Equipment_Tables
Property And Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Schedule of Property and Equipment | Property and equipment consisted of the following at December 31, 2014 and December 31, 2013: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Construction in progress | $ | 1,133,654 | $ | 308,411 | |||||
Analyzers | 1,139,352 | 1,421,293 | |||||||
Computers and office equipment | 290,754 | 244,454 | |||||||
Machinery and equipment | 1,060,993 | 910,643 | |||||||
Leasehold improvements | 366,945 | 366,945 | |||||||
Furniture and fixtures | 16,145 | 11,730 | |||||||
Equipment under capital lease | 2,148,476 | 1,462,122 | |||||||
6,156,319 | 4,712,598 | ||||||||
Less: accumulated depreciation and amortization | (1,918,852 | ) | (1,022,016 | ) | |||||
Total property and equipment, net | $ | 4,237,467 | $ | 3,703,582 | |||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following as of December 31, 2014 and 2013: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Accrued payroll | $ | 421,645 | $ | 564,740 | |||||
Royalties | 166,540 | 105,319 | |||||||
Accrued interest | — | 39,808 | |||||||
Accrued property and use tax | 10,905 | 99,707 | |||||||
Other | 13,269 | 6,240 | |||||||
Total accrued liabilities | $ | 612,359 | $ | 815,814 | |||||
Lease_Commitments_Tables
Lease Commitments (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of Annual Future Maturities of Capital Leases | Annual future maturities of capital leases for the next five years are as follows: | ||||
Years ended December 31, | |||||
2015 | $ | 947,422 | |||
2016 | 1,305,426 | ||||
2017 | 851,411 | ||||
2018 | — | ||||
2019 | — | ||||
Total capital lease commitments | 3,104,259 | ||||
Less: current portion of capital leases | (947,422 | ) | |||
Long term portion of capital leases | $ | 2,156,837 | |||
Schedule of Operating Lease Commitments | Operating lease commitments for the next five years are as follows: | ||||
Years ended December 31, | |||||
2015 | $ | 108,237 | |||
2016 | 4,937 | ||||
2017 | 715 | ||||
2018 | — | ||||
2019 | — | ||||
Total operating lease commitments | $ | 113,889 | |||
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Summary of Purchased Certain Machinery and Equipment under Two Note Payable Agreements | The Company purchased certain machinery and equipment under two note payable agreements which consist of the following as of December 31, 2014 and 2013: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Note payable, 15.2% interest, monthly payments of $1,328, due February 6, 2016, secured by equipment | $ | 16,938 | $ | 29,259 | |||||
Note payable, 10.0% interest, monthly payments of $3,161, due January 1, 2016, secured by equipment | 38,749 | 71,072 | |||||||
Total notes payable | 55,687 | 100,331 | |||||||
Less: current portion of notes payable | (49,994 | ) | (44,601 | ) | |||||
Long term portion of notes payable | $ | 5,693 | $ | 55,730 | |||||
Warrants_Tables
Warrants (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Summary of Change in the Value of the Warrant Derivative Liability | The following table summarizes the change in the value of the warrant derivative liability during the year ended December 31, 2014: | ||||||||||||||||
Balance at December 31, 2013 | $ | — | |||||||||||||||
Issuance of warrants | 2,487,726 | ||||||||||||||||
Exercise of warrants | (885,258 | ) | |||||||||||||||
Change in fair value of warrant liability | 8,396,169 | ||||||||||||||||
Balance at December 31, 2014 | $ | 9,998,636 | |||||||||||||||
Summary of Stock Option Activity | The following table summarizes the Company’s total option activity for the years ended December 31, 2014 and 2013: | ||||||||||||||||
Options | Weighted | Weighted | Intrinsic | ||||||||||||||
Average | Average | Value | |||||||||||||||
Exercise | Remaining | ||||||||||||||||
Price | Contractual | ||||||||||||||||
Term in | |||||||||||||||||
Years | |||||||||||||||||
As of December 31, 2013: | |||||||||||||||||
Options outstanding as of January 1, 2013 | 110,750 | $ | 32 | 7.2 | |||||||||||||
Granted | 5,000 | $ | 2 | 9.8 | |||||||||||||
Exercised | — | — | — | ||||||||||||||
Forfeited/expired | — | — | — | ||||||||||||||
Options outstanding as of December 31, 2013 | 115,750 | $ | 30 | 6.3 | $ | — | |||||||||||
As of December 31, 2014: | |||||||||||||||||
Options outstanding as of January 1, 2014 | 115,750 | $ | 30 | 6.3 | |||||||||||||
Granted | 619,784 | $ | 2.86 | 9.4 | |||||||||||||
Exercised | — | — | — | ||||||||||||||
Forfeited/expired | (32,500 | ) | $ | 8.92 | 5.7 | ||||||||||||
Options outstanding as of December 31, 2014 | 703,034 | $ | 2.98 | 8.8 | $ | — | |||||||||||
Common Class A And B | |||||||||||||||||
Assumptions used in Calculating Fair Value of Warrants Granted | The following is the weighted average of the assumptions as of December 31, 2014 used in the Black-Scholes method for calculating the fair value of the warrants that contain the conversion price adjustment provision: | ||||||||||||||||
Fair market value | $ | 2.46 | |||||||||||||||
Exercise price | $ | 1.27 | |||||||||||||||
Risk free rate | 1.83 | % | |||||||||||||||
Dividend yield | 0 | % | |||||||||||||||
Expected volatility | 107.49 | % | |||||||||||||||
Probability of price reset | 100 | % | |||||||||||||||
Remaining contractual term | 5.00 years | ||||||||||||||||
Preferred A Stock Warrants | |||||||||||||||||
Summary of Stock Option Activity | The following table summarizes the Preferred A stock warrant activity during the years ended December 31, 2014 and 2013: | ||||||||||||||||
Preferred | Weighted | Weighted | |||||||||||||||
Stock A | Average | Average | |||||||||||||||
Warrants | Exercise | Remainder | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term in | |||||||||||||||||
Years | |||||||||||||||||
As of December 31, 2013: | |||||||||||||||||
Warrants outstanding as of January 1, 2013 | 2,231,727 | $ | 0.16 | 4.1 | |||||||||||||
Granted | — | — | — | ||||||||||||||
Converted | — | — | — | ||||||||||||||
Expired | — | — | — | ||||||||||||||
Warrants outstanding as of December 31, 2013 | 2,231,727 | $ | 0.16 | 3.1 | |||||||||||||
As of December 31, 2014: | |||||||||||||||||
Warrants outstanding as of January 1, 2014 | 2,231,727 | $ | 0.16 | 3.1 | |||||||||||||
Granted | — | — | — | ||||||||||||||
Converted | (2,231,727 | ) | 0.16 | 2.3 | |||||||||||||
Expired | — | — | — | ||||||||||||||
Warrants outstanding as of December 31, 2014 | — | $ | — | — | |||||||||||||
Common Stock Warrants | |||||||||||||||||
Summary of Stock Option Activity | The following table summarizes the common stock warrant activity during the years ended December 31, 2014 and 2013: | ||||||||||||||||
Common | Weighted | Weighted | |||||||||||||||
Stock | Average | Average | |||||||||||||||
Warrants | Exercise | Remainder | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term in | |||||||||||||||||
Years | |||||||||||||||||
As of December 31, 2013: | |||||||||||||||||
Warrants outstanding as of January 1, 2013 | 174,420 | $ | 10 | 3.8 | |||||||||||||
Granted | 100,000 | $ | 2 | 7 | |||||||||||||
Exercised | — | — | — | ||||||||||||||
Expired | — | — | — | ||||||||||||||
Warrants outstanding as of December 31, 2014 | 274,420 | $ | 8 | 4.2 | |||||||||||||
As of December 31, 2014: | |||||||||||||||||
Warrants outstanding as of January 1, 2014 | 274,420 | $ | 8 | 4.2 | |||||||||||||
Granted | 5,331,520 | $ | 3.91 | 5.5 | |||||||||||||
Exercised | (158,000 | ) | 0.2 | 6.6 | |||||||||||||
Expired | — | — | — | ||||||||||||||
Warrants outstanding as of December 31, 2014 | 5,447,940 | $ | 4.17 | 4.9 | |||||||||||||
Preferred D Stock Warrants | |||||||||||||||||
Summary of Stock Option Activity | The following table summarizes the preferred D stock warrant activity during the year ended December 31, 2014: | ||||||||||||||||
Preferred | Weighted | Weighted | |||||||||||||||
Stock D | Average | Average | |||||||||||||||
Warrants | Exercise | Remainder | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term in | |||||||||||||||||
Years | |||||||||||||||||
As of December 31, 2014: | |||||||||||||||||
Warrants outstanding as of January 1, 2014 | — | — | — | ||||||||||||||
Granted | 7,200,000 | $ | 0.025 | 6.8 | |||||||||||||
Converted | (7,200,000 | ) | $ | 0.025 | 6.7 | ||||||||||||
Expired | — | — | — | ||||||||||||||
Warrants outstanding as of December 31, 2014 | — | $ | — | — | |||||||||||||
Warrant | |||||||||||||||||
Assumptions used in Calculating Fair Value of Warrants Granted | The following is the weighted average of the assumptions used in calculating the fair value of the warrants after they were modified in September 2014 using the Black-Scholes method: | ||||||||||||||||
Fair market value | $ | 4.94 | |||||||||||||||
Exercise price | $ | 10 | |||||||||||||||
Risk free rate | 0.61 | % | |||||||||||||||
Dividend yield | 0 | % | |||||||||||||||
Expected volatility | 37.23 | % | |||||||||||||||
Remaining contractual term | 1.97 years |
Employee_Stock_Options_Tables
Employee Stock Options (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||
Schedule of Assumptions Used in Calculation of Fair Value of the Options Exchanged | The following is the weighted average of the assumptions used in calculating the fair value of the options modified in September 2014 using the Black-Scholes method: | ||||||||||||||||||||||||
Fair market value | $ | 4.94 | |||||||||||||||||||||||
Exercise price | $ | 3.5 | |||||||||||||||||||||||
Risk free rate | 1.06 | % | |||||||||||||||||||||||
Dividend yield | 0 | % | |||||||||||||||||||||||
Expected volatility | 46.31 | % | |||||||||||||||||||||||
Expected term | 2.74 years | ||||||||||||||||||||||||
The following is the weighted average of the assumptions used in calculating the fair value of the options granted in October and December 2014 using the Black-Scholes method: | |||||||||||||||||||||||||
Fair market value | $ | 5.28 | |||||||||||||||||||||||
Exercise price | $ | 5.91 | |||||||||||||||||||||||
Risk free rate | 1.7 | % | |||||||||||||||||||||||
Dividend yield | 0 | % | |||||||||||||||||||||||
Expected volatility | 54.97 | % | |||||||||||||||||||||||
Expected term | 6.06 years | ||||||||||||||||||||||||
Summary of Stock Options Outstanding and Exercisable | Outstanding and exercisable stock options as of December 31, 2014 are as follows: | ||||||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||||||
Number of | Remaining | Exercise | Number of | Exercise | Intrinsic Value | ||||||||||||||||||||
Options | Life | Price | Options | Price | |||||||||||||||||||||
Outstanding | (Years) | Exercisable | |||||||||||||||||||||||
31-Dec-13 | 115,750 | 6.3 | $ | 30 | 106,570 | $ | 32 | $ | — | ||||||||||||||||
31-Dec-14 | 703,034 | 8.8 | $ | 2.98 | 117,404 | $ | 3.86 | $ | — | ||||||||||||||||
Schedule of Equity-Based Compensation Expenses | The estimated fair value of the Company stock options, less expected forfeitures, is amortized over the options vesting period on the straight-line basis. The Company recognized the following equity-based compensation expenses during the twelve ended December 31, 2014 and 2013: | ||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Stock based compensation expense | $ | 297,244 | $ | 111,091 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Tax Expense | The income tax expense for the years ended December 31, 2014 and 2013 consists of the following: | ||||||||
2014 | 2013 | ||||||||
Current | |||||||||
Federal | $ | — | $ | — | |||||
State and Local | 5,297 | 1,250 | |||||||
5,297 | 1,250 | ||||||||
Deferred | |||||||||
Federal | — | — | |||||||
State and Local | — | — | |||||||
— | — | ||||||||
$ | 5,297 | $ | 1,250 | ||||||
Components of Deferred Tax Assets | The components of the Company’s deferred tax assets for the years ended December 31, 2014 and 2013 are as follows: | ||||||||
2014 | 2013 | ||||||||
Current deferred tax assets: | |||||||||
Allowance for doubtful accounts | $ | 2,035 | $ | 2,035 | |||||
Accrued vacation | 85,081 | 131,302 | |||||||
Accrued personal property tax | 4,048 | 37,012 | |||||||
Total current deferred tax assets | 91,164 | 170,349 | |||||||
Non-current deferred tax assets | |||||||||
Net operating losses | 18,229,887 | 13,674,825 | |||||||
Depreciation and amortization | 162,344 | 15,935 | |||||||
Other | 171 | 171 | |||||||
Total non-current deferred tax assets | 18,392,402 | 13,690,931 | |||||||
Total deferred tax assets | 18,483,566 | 13,861,280 | |||||||
Less: Valuation allowance | (18,483,566 | ) | (13,861,280 | ) | |||||
Net deferred tax assets | $ | — | $ | — | |||||
Reconciliation of Reported Amount of Income Tax Expense | Reconciliation of reported amount of income tax expense for the years ended December 31, 2014 and 2013 consists of the following: | ||||||||
2014 | 2013 | ||||||||
Benefit for income taxes computed at federal statutory rate | $ | (7,385,656 | ) | $ | (3,250,410 | ) | |||
State income taxes, net of federal tax benefit | (407,156 | ) | (214,899 | ) | |||||
Non-deductible expenses | 3,024,860 | 7,472 | |||||||
Increase in valuation allowance | 4,622,286 | 3,459,087 | |||||||
Other, net | 150,963 | — | |||||||
Provision for income taxes | $ | 5,297 | $ | 1,250 | |||||
Effective tax rate | (0.07% | ) | (0.04% | ) | |||||
Geographic_Information_Tables
Geographic Information (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Text Block [Abstract] | |||||||||
Schedule of Domestic and International Customers Products Sales | The Company has both domestic (U.S.) and international customers for its products. Sales for the years ended December 31, 2014 and 2013 were as follows: | ||||||||
2014 | 2013 | ||||||||
Domestic sales | $ | 1,559,614 | $ | 736,215 | |||||
International sales | 46,640 | 24,431 | |||||||
Total sales | $ | 1,606,254 | $ | 760,646 | |||||
Description_of_Business_Additi
Description of Business - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Description of Business [Line Items] | |
Date of incorporation | 27-Jun-03 |
Nevada Corporation | |
Description of Business [Line Items] | |
Date of merger | 29-Aug-08 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||
Oct. 08, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 05, 2014 | Oct. 31, 2014 | |
Agreement | |||||
Accounting Policies [Line Items] | |||||
Stock issued during the period | 0 | ||||
Warrants exercised by underwriter | 172,500 | ||||
Proceeds from Issuance of Initial Public Offering | $6,400,000 | ||||
Underwriting and other offering costs | 1,700,000 | ||||
Cash, FDIC Insured Amount | 250,000 | ||||
Accounts receivable, net | 267,485 | 184,415 | |||
Allowance for doubtful accounts receivable, current | 5,482 | 5,482 | |||
Number of licensing and royalty agreements | 2 | ||||
Intangible assets amortization period | 7 years | ||||
Total intangible assets | 600,000 | 600,000 | |||
Accumulated amortization | 383,420 | 265,975 | |||
Amortization of intangible assets | $117,445 | $97,680 | |||
Dilutive shares excluded from computation of earnings per share | 6,150,974 | 2,459,343 | |||
Class A Warrant | |||||
Accounting Policies [Line Items] | |||||
Preferred units issued as consideration, warrants price per share | $32 | ||||
Class A Warrant | IPO | |||||
Accounting Policies [Line Items] | |||||
Warrants issued during period | 1,150,000 | ||||
Preferred units issued as consideration, warrants price per share | $7 | $7 | |||
Common Stock | |||||
Accounting Policies [Line Items] | |||||
Reverse stock split ratio | 0.005 | ||||
Stock issued during the period | 1,150,000 | ||||
Common Stock | IPO | |||||
Accounting Policies [Line Items] | |||||
Stock issued during the period | 1,150,000 | ||||
Accounts Receivable | Customer Concentration Risk | |||||
Accounting Policies [Line Items] | |||||
Concentration risk percentage | 30.00% | 25.00% | |||
Number of customers | 1 | 1 | |||
Sales Revenue | Customer Concentration Risk | |||||
Accounting Policies [Line Items] | |||||
Concentration risk percentage | 11.00% | 23.00% | |||
Number of customers | 1 | 2 | |||
Minimum | |||||
Accounting Policies [Line Items] | |||||
Estimated useful lives of assets | 3 years | ||||
Maximum | |||||
Accounting Policies [Line Items] | |||||
Estimated useful lives of assets | 10 years |
Schedule_of_Inventories_Detail
Schedule of Inventories (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Inventory Disclosure [Abstract] | ||
Raw materials | $360,019 | $278,947 |
Work-in-process | 91,153 | 39,192 |
Finished goods | 5,922 | 2,100 |
Total inventories | $457,094 | $320,239 |
Estimated_Future_Intangible_As
Estimated Future Intangible Asset Amortization Expense (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule Of Estimated Future Amortization Expense [Line Items] | ||
2015 | $97,405 | |
2016 | 76,583 | |
2017 | 42,591 | |
2018 | 0 | |
2019 | 0 | |
Total estimated amortization expense | 216,580 | 334,025 |
Adjustments | ||
Schedule Of Estimated Future Amortization Expense [Line Items] | ||
Total estimated amortization expense | $216,579 |
Financial_Liabilities_Measured
Financial Liabilities Measured at Fair Value on a Recurring Basis (Detail) (Fair Value, Measurements, Recurring, USD $) | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liability | $9,998,636 |
Common Stock Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liability | 9,998,636 |
Fair Value, Inputs, Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liability | 9,998,636 |
Fair Value, Inputs, Level 3 | Common Stock Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liability | $9,998,636 |
Going_Concern_Additional_Infor
Going Concern - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Liquidity Disclosure Going Concern [Abstract] | ||
Net loss | ($21,727,818) | ($9,561,280) |
Accumulated deficit | ($64,004,696) | ($42,276,878) |
Schedule_of_Property_and_Equip
Schedule of Property and Equipment (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $6,156,319 | $4,712,598 |
Less: accumulated depreciation and amortization | -1,918,852 | -1,022,016 |
Total property and equipment, net | 4,237,467 | 3,703,582 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 1,133,654 | 308,411 |
Analyzers | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 1,139,352 | 1,421,293 |
Computers and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 290,754 | 244,454 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 1,060,993 | 910,643 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 366,945 | 366,945 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 16,145 | 11,730 |
Equipment under capital lease | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $2,148,476 | $1,462,122 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization of leasehold improvements | $1,157,976 | $854,950 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization of leasehold improvements | $1,040,531 | $757,270 |
Schedule_of_Accrued_Liabilitie
Schedule of Accrued Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $421,645 | $564,740 |
Royalties | 166,540 | 105,319 |
Accrued interest | 39,808 | |
Accrued property and use tax | 10,905 | 99,707 |
Other | 13,269 | 6,240 |
Total accrued liabilities | $612,359 | $815,814 |
Lease_Commitments_Additional_I
Lease Commitments - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Leased Assets [Line Items] | ||
Proceeds from sale leaseback | $1,500,000 | $2,500,000 |
Capital lease obligations | 500,000 | |
Sale-leaseback transaction lease term | At the end of each lease term, the leases shall automatically renew for twelve additional months at the current monthly rate unless the Company gives written notice 150 days prior to the end of the lease. | |
Amounts charged to expense under operating leases | 293,773 | 284,941 |
Second Agreement | ||
Operating Leased Assets [Line Items] | ||
Sale-leaseback transaction agreement date | 4/30/14 | |
Proceeds from sale leaseback | 1,500,000 | |
Sale-leaseback transaction renewal period | 24 months | |
Sale-leaseback transaction monthly payments | 64,665 | |
Amortizing of capital lease | 36 months | |
Period of future expense | 12 months | |
First Agreement | ||
Operating Leased Assets [Line Items] | ||
Proceeds from sale leaseback | 2,500,000 | |
Sale-leaseback transaction renewal period | 36 months | |
Sale-leaseback transaction monthly payments | $74,875 | |
Amortizing of capital lease | 48 months | |
Sale-leaseback transaction renewal term | The Company shall have the opportunity to 1) repurchase the analyzers for a negotiated purchase price, not to exceed forty percent of their original cost; or 2) terminate the lease, return the property and enter into a new lease with new property that replaces the property of the old lease. Both the Company and the lessor shall have the right to reject any terms of option 1 or 2 and if rejected, the 12 month extension shall apply. |
Schedule_of_Annual_Maturities_
Schedule of Annual Maturities of Capital Leases (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Leases [Abstract] | ||
2015 | $947,422 | |
2016 | 1,305,426 | |
2017 | 851,411 | |
2018 | 0 | |
2019 | 0 | |
Total capital lease commitments | 3,104,259 | |
Less: current portion of capital leases | -947,422 | -506,506 |
Long term portion of capital leases | 2,156,837 | 2,042,359 |
Total capital lease commitments | $3,104,259 |
Schedule_of_Operating_Lease_Co
Schedule of Operating Lease Commitments (Detail) (USD $) | Dec. 31, 2014 |
Leases [Abstract] | |
2015 | $108,237 |
2016 | 4,937 |
2017 | 715 |
2018 | 0 |
2019 | 0 |
Total operating lease commitments | $113,889 |
Summary_of_Purchased_Certain_M
Summary of Purchased Certain Machinery and Equipment under Two Note Payable Agreements (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ||
Total notes payable | $55,687 | $100,331 |
Less: current portion of notes payable | -49,994 | -44,601 |
Long term portion of notes payable | 5,693 | 55,730 |
Note Payable, 15.2% Interest | ||
Debt Instrument [Line Items] | ||
Total notes payable | 16,938 | 29,259 |
Note Payable, 10.0% Interest | ||
Debt Instrument [Line Items] | ||
Total notes payable | $38,749 | $71,072 |
Summary_of_Purchased_Certain_M1
Summary of Purchased Certain Machinery and Equipment under Two Note Payable Agreements (Parenthetical) (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Note Payable, 15.2% Interest | |
Debt Instrument [Line Items] | |
Notes payable, interest rate | 15.20% |
Notes payable, monthly payments | $1,328 |
Maturity date of notes | 6-Feb-16 |
Note Payable, 10.0% Interest | |
Debt Instrument [Line Items] | |
Notes payable, interest rate | 10.00% |
Notes payable, monthly payments | $3,161 |
Maturity date of notes | 1-Jan-16 |
Notes_Payable_Related_Party_Ad
Notes Payable - Related Party - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2014 | Jul. 31, 2014 | Dec. 31, 2014 | Oct. 08, 2014 | Nov. 30, 2014 | |
Related Party Transaction [Line Items] | |||||
Notes payable - related party, discount | 58,333 | ||||
Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Conversion of stock, shares issued | 3,616,714 | 46,250 | |||
Class A Warrant | |||||
Related Party Transaction [Line Items] | |||||
Preferred units issued as consideration, warrants price per share | 32 | ||||
Class A Warrant | IPO | |||||
Related Party Transaction [Line Items] | |||||
Preferred units issued as consideration, warrants price per share | 7 | $7 | |||
Class B Warrant | |||||
Related Party Transaction [Line Items] | |||||
Preferred units issued as consideration, warrants price per share | $0.20 | ||||
Class B Warrant | IPO | |||||
Related Party Transaction [Line Items] | |||||
Preferred units issued as consideration, warrants price per share | 8.75 | ||||
Notes Payable To Related Party | |||||
Related Party Transaction [Line Items] | |||||
Note agreement amount | 500,000 | ||||
Notes payable, interest rate | 20.00% | ||||
Note maturity date description | The Company may extend the due date of the note to July 18, 2016 by giving notice no later than April 18, 2015 | ||||
Note extension fee amount | 10,000 | ||||
Notes, maturity date | 18-Jul-15 | ||||
Prepaid interest | 25,000 | ||||
Number of preferred units issued as consideration | 4,000,000 | ||||
Value of preferred units issued as consideration | 100,000 | ||||
Preferred units issued as consideration, series D preferred shares | 4,000,000 | ||||
Preferred units issued as consideration, price per share | 0.025 | ||||
Notes payable - related party, discount | 58,333 | ||||
Notes Payable To Related Party | IPO | |||||
Related Party Transaction [Line Items] | |||||
Conversion of preferred stock to common stock, conversion ratio | 200 | ||||
Notes Payable To Related Party | Common Stock | IPO | |||||
Related Party Transaction [Line Items] | |||||
Conversion of stock, shares issued | 20,000 | ||||
Notes Payable To Related Party | Class A Warrant | |||||
Related Party Transaction [Line Items] | |||||
Warrants issued | 20,000 | ||||
Preferred units issued as consideration, warrants price per share | 4.92 | ||||
Notes Payable To Related Party | Class B Warrant | |||||
Related Party Transaction [Line Items] | |||||
Warrants issued | 20,000 | ||||
Preferred units issued as consideration, warrants price per share | 0.2 | ||||
Notes Payable To Related Party | Series D Convertible Preferred Stock | IPO | |||||
Related Party Transaction [Line Items] | |||||
Conversion of stock, shares converted | 4,000,000 |
Common_and_Preferred_Stock_Add
Common and Preferred Stock - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | 2 Months Ended | 1 Months Ended | |
Oct. 08, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2014 | Nov. 30, 2014 | Oct. 31, 2014 | |
Class of Stock [Line Items] | ||||||
Common stock shares, authorized | 50,000,000 | 700,000,000 | 1,800,000,000 | 50,000,000 | ||
Common stock shares, par value | $0.00 | $0.00 | ||||
Common stock shares, issued | 5,086,458 | 115,510 | ||||
Common stock shares, outstanding | 5,086,458 | 115,510 | ||||
Issuance of new shares | 0 | |||||
Warrants exercised, exercise price | $31,600 | |||||
Warrants exercised by underwriter | 172,500 | |||||
Proceeds from Issuance of Initial Public Offering | 6,400,000 | |||||
Proceeds from issuance of convertible preferred stock value | 6,569,886 | 1,160,000 | ||||
Stock issued during period upon conversion of debt, value | 41,135,411 | |||||
Conversion of preferred stock to common stock | 18,846,539 | |||||
Preferred stock, stated value per share | $0.00 | $0.00 | ||||
Preferred stock, shares authorized | 5,000,000 | 0 | 5,000,000 | |||
Convertible Notes Payable | ||||||
Class of Stock [Line Items] | ||||||
Notes qualified for equity financing | 5,000,000 | |||||
Notes Payable To Related Party | ||||||
Class of Stock [Line Items] | ||||||
Number of preferred units issued as consideration | 4,000,000 | |||||
Value of preferred units issued as consideration | 100,000 | |||||
Preferred units issued as consideration, price per share | $0.03 | |||||
Notes Payable To Related Party | IPO | ||||||
Class of Stock [Line Items] | ||||||
Conversion of preferred stock to common stock, conversion ratio | 200 | |||||
Class B Warrant | ||||||
Class of Stock [Line Items] | ||||||
Common shares issued upon exercise of warrants | 158,000 | |||||
Warrants exercised | 158,000 | |||||
Warrants exercised, exercise price | 31,600 | |||||
Preferred units issued as consideration, warrants price per share | $0.20 | |||||
Class B Warrant | Convertible Notes Payable | ||||||
Class of Stock [Line Items] | ||||||
Preferred units issued as consideration, warrants price per share | $0.20 | |||||
Warrants issued | 82,625 | |||||
Class B Warrant | IPO | ||||||
Class of Stock [Line Items] | ||||||
Preferred units issued as consideration, warrants price per share | 8.75 | |||||
Class B Warrant | Notes Payable To Related Party | ||||||
Class of Stock [Line Items] | ||||||
Preferred units issued as consideration, warrants price per share | $0.20 | |||||
Warrants issued | 20,000 | |||||
Preferred units issued as consideration, warrants | 20,000 | |||||
Class A Warrant | ||||||
Class of Stock [Line Items] | ||||||
Preferred units issued as consideration, warrants price per share | 32 | |||||
Class A Warrant | Convertible Notes Payable | ||||||
Class of Stock [Line Items] | ||||||
Preferred units issued as consideration, warrants price per share | $4.92 | |||||
Warrants issued | 82,625 | |||||
Class A Warrant | IPO | ||||||
Class of Stock [Line Items] | ||||||
Preferred units issued as consideration, warrants price per share | $7 | 7 | ||||
Warrants issued during period | 1,150,000 | |||||
Class A Warrant | Notes Payable To Related Party | ||||||
Class of Stock [Line Items] | ||||||
Preferred units issued as consideration, warrants price per share | $4.92 | |||||
Warrants issued | 20,000 | |||||
Preferred units issued as consideration, warrants | 20,000 | |||||
Common Warrants [Member] | IPO | Underwriter [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants issued | 57,500 | |||||
Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Conversion of preferred stock to common stock, conversion ratio | 200 | |||||
Preferred stock shares, authorized | 5,000,000 | 535,000,000 | ||||
Preferred stock shares, par value | $0.00 | $0.00 | ||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Issuance of new shares | 1,150,000 | |||||
Conversion of stock, shares issued | 46,250 | 3,616,714 | ||||
Common shares issued upon exercise of warrants | 158,000 | |||||
Warrants exercised, exercise price | 158 | |||||
Stock issued during period upon conversion of debt, value | 3,662 | |||||
Common Stock | IPO | ||||||
Class of Stock [Line Items] | ||||||
Issuance of new shares | 1,150,000 | |||||
Common Stock | Notes Payable To Related Party | IPO | ||||||
Class of Stock [Line Items] | ||||||
Conversion of stock, shares issued | 20,000 | |||||
Series C Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Proceeds from issuance of convertible preferred stock value | 1,160,000 | |||||
Conversion of notes payable to preferred stock | 2,442,000 | |||||
Conversion of notes payable to preferred stock, accrued interest | 72,338 | |||||
Convertible notes, Conversion price per share | $0.02 | |||||
Series C Convertible Preferred Stock | Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock shares, authorized | 0 | 210,000,000 | ||||
Preferred stock shares, par value | $0.00 | $0.00 | ||||
Preferred stock shares, outstanding | 0 | 150,989,224 | ||||
Preferred stock shares issued | 14,888,211 | 150,989,224 | ||||
Proceeds from issuance of convertible preferred stock value | 366,250 | |||||
Stock issued during period upon conversion of debt, value | 3,674,338 | |||||
Preferred shares issued, price per share | $0.02 | |||||
Series C Convertible Preferred Stock | Convertible Preferred Stock | Convertible Notes Payable | ||||||
Class of Stock [Line Items] | ||||||
Convertible notes, Conversion price per share | $4.92 | |||||
Series C-1 Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Conversion of notes payable to preferred stock | 2,000,000 | |||||
Conversion of notes payable to preferred stock, accrued interest | 67,068 | |||||
Convertible notes, Conversion price per share | $0.02 | |||||
Series C-1 Convertible Preferred Stock | Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock shares, authorized | 0 | 100,000,000 | ||||
Preferred stock shares, par value | $0.00 | $0.00 | ||||
Preferred stock shares, outstanding | 0 | 84,027,175 | ||||
Preferred stock shares issued | 84,027,174 | |||||
Stock issued during period upon conversion of debt, value | 2,067,068 | |||||
Series A Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Conversion of stock, shares converted | 9,250,000 | |||||
Conversion of preferred stock to common stock | 1,480,000 | |||||
Conversion of preferred stock to common stock | 46,250 | |||||
Series A Convertible Preferred Stock | Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Conversion of stock, shares converted | 9,250,000 | |||||
Conversion of preferred stock to common stock, conversion ratio | 200 | |||||
Preferred stock shares, authorized | 0 | 125,000,000 | ||||
Preferred stock shares, par value | $0.00 | $0.00 | ||||
Preferred stock shares, outstanding | 0 | 117,131,171 | ||||
Preferred stock, stated value per share | $0.16 | |||||
Series B Convertible Preferred Stock | Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock shares, authorized | 0 | 100,000,000 | ||||
Preferred stock shares, par value | $0.00 | $0.00 | ||||
Preferred stock shares, outstanding | 0 | 59,465,350 | ||||
Series D Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Conversion of preferred stock to common stock, conversion ratio | 200 | |||||
Proceeds from issuance of convertible preferred stock value | 6,203,636 | |||||
Conversion of notes payable to preferred stock | 400,000 | |||||
Conversion of notes payable to preferred stock, accrued interest | 13,129 | |||||
Convertible notes, Conversion price per share | $0.03 | |||||
Preferred shares issued, price per share | $0.03 | |||||
Gross proceeds from issuance of convertible preferred stock value | $7,139,164 | |||||
Series D Convertible Preferred Stock | Class B Warrant | Convertible Notes Payable | ||||||
Class of Stock [Line Items] | ||||||
Preferred units issued as consideration, warrants price per share | $0.20 | |||||
Warrants issued | 1,427,832 | |||||
Warrants granted as part of offering costs | 251,216 | |||||
Series D Convertible Preferred Stock | Class A Warrant | Convertible Notes Payable | ||||||
Class of Stock [Line Items] | ||||||
Preferred units issued as consideration, warrants price per share | $4.92 | |||||
Warrants issued | 1,427,832 | |||||
Warrants granted as part of offering costs | 466,436 | |||||
Series D Convertible Preferred Stock | Series D Preferred Stock Warrant | ||||||
Class of Stock [Line Items] | ||||||
Warrants granted as part of offering costs | 7,200,000 | |||||
Series D Convertible Preferred Stock | Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Issuance of new shares | 285,566,560 | |||||
Preferred stock shares, authorized | 0 | 0 | 325,000,000 | |||
Preferred stock shares, par value | $0.00 | $0.00 | ||||
Preferred stock shares, outstanding | 0 | 0 | ||||
Preferred stock shares issued | 285,566,560 | |||||
Stock issued during period upon conversion of debt, shares | 16,525,121 |
Warrants_Additional_Informatio
Warrants - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||
Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 31, 2014 | Nov. 25, 2013 | Dec. 31, 2012 | Oct. 08, 2014 | Nov. 30, 2014 | |
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued upon conversion of Series D preferred warrants | 5,045,584 | |||||||
Warrants previously issued | 157,093 | |||||||
Fair value of warrant expensed | $25,061 | $8,396,169 | ||||||
Warrant | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Fair value of liability | $0 | |||||||
Common Stock Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding | 5,447,940 | 274,420 | 174,420 | |||||
Warrants granted | 5,331,520 | 100,000 | ||||||
Weighted Average Exercise Price,Granted | $3.91 | $2 | ||||||
Warrants Weighted Average Remainder Contractual Terms Granted | 5 years 6 months | 7 years | ||||||
Preferred units issued as consideration, warrants price per share | $4.17 | $8 | $2 | $10 | ||||
Warrants issued upon conversion | 47,178 | |||||||
Common Stock Warrants | IPO | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants granted | 57,500 | |||||||
Preferred units issued as consideration, warrants price per share | $8.75 | |||||||
Preferred A Stock Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding | 2,231,727 | 2,231,727 | ||||||
Warrants granted | 0 | 0 | ||||||
Weighted Average Exercise Price,Granted | $0 | $0 | ||||||
Preferred units issued as consideration, warrants price per share | $0.16 | $0.16 | ||||||
Warrants outstanding, converted | 2,231,727 | |||||||
Preferred D Stock Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding | 0 | 0 | ||||||
Warrants granted | 7,200,000 | |||||||
Weighted Average Exercise Price,Granted | $0.03 | |||||||
Warrants Weighted Average Remainder Contractual Terms Granted | 6 years 9 months 18 days | |||||||
Preferred units issued as consideration, warrants price per share | $0 | $0 | $5 | |||||
Warrants outstanding, converted | 7,200,000 | |||||||
Conversion of preferred stock to common stock, conversion ratio | 200 | |||||||
Class A And Class B Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants granted | 2,855,664 | |||||||
Class A And Class B Warrants | Minimum | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Preferred units issued as consideration, warrants price per share | $0.20 | |||||||
Warrants expire period | 2021-04 | |||||||
Class A And Class B Warrants | Maximum | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Preferred units issued as consideration, warrants price per share | $4.92 | |||||||
Warrants expire period | 2021-07 | |||||||
Warrants Issued Convertible Notes Payable | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Common stock warrants granted with nominal value | 1,048,698 | |||||||
Warrants Issued Convertible Notes Payable | Minimum | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Preferred units issued as consideration, warrants price per share | $0.20 | |||||||
Warrants expire period | 2021-02 | |||||||
Warrants Issued Convertible Notes Payable | Maximum | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Preferred units issued as consideration, warrants price per share | $4.92 | |||||||
Warrants expire period | 2021-07 | |||||||
Class A Warrant | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Preferred units issued as consideration, warrants price per share | $32 | |||||||
Warrants outstanding, converted | 2,231,727 | |||||||
Class A Warrant | IPO | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants granted | 1,322,500 | |||||||
Preferred units issued as consideration, warrants price per share | $7 | $7 | ||||||
Class B Warrant | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Preferred units issued as consideration, warrants price per share | $0.20 | |||||||
Class B Warrant | IPO | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Preferred units issued as consideration, warrants price per share | $8.75 |
Warrants_Summary_of_Change_in_
Warrants - Summary of Change in the Value of the Warrant Derivative Liability (Detail) (USD $) | 1 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2014 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Issuance of warrants | $2,487,726 | |
Exercise of warrants | -885,258 | |
Change in fair value of warrant liability | 25,061 | 8,396,169 |
Balance at end of period | $9,998,636 |
Warrants_BlackScholesMerton_Op
Warrants - Black-Scholes-Merton Option Pricing Model (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Class A And Class B Warrants | |
Class of Warrant or Right [Line Items] | |
Fair market value | $2.46 |
Exercise price | $1.27 |
Risk free rate | 1.83% |
Dividend yield | 0.00% |
Expected volatility | 107.49% |
Probability of price reset | 100.00% |
Remaining contractual term | 5 years |
Warrant | |
Class of Warrant or Right [Line Items] | |
Fair market value | $4.94 |
Exercise price | $10 |
Risk free rate | 0.61% |
Dividend yield | 0.00% |
Expected volatility | 37.23% |
Remaining contractual term | 1 year 11 months 19 days |
Warrants_Common_Stock_Warrants
Warrants - Common Stock Warrants Activity (Detail) (Common Stock Warrants, USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 25, 2013 | |
Common Stock Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, Beginning Balance | 274,420 | 174,420 | ||
Warrants granted | 5,331,520 | 100,000 | ||
Warrants Exercised | -158,000 | |||
Warrants Expired | 0 | 0 | ||
Warrants, Ending Balance | 5,447,940 | 274,420 | 174,420 | |
Weighted Average Exercise Price, Warrants Outstanding Beginning Balance | $8 | $10 | $2 | |
Weighted Average Exercise Price,Granted | $3.91 | $2 | ||
Weighted Average Exercise Price, Exercised | $0.20 | |||
Weighted Average Exercise Price, Expired | $0 | $0 | ||
Weighted Average Exercise Price, Warrants Outstanding Ending Balance | $4.17 | $8 | $10 | $2 |
Warrants Weighted Average Remainder Contractual Terms Granted | 5 years 6 months | 7 years | ||
Weighted Average Remainder Contractual Term in Years, Exercised | 6 years 7 months 6 days | |||
Weighted Average Remainder Contractual Term in Years, Warrants Outstanding | 4 years 10 months 24 days | 4 years 2 months 12 days | 3 years 9 months 18 days |
Warrants_Preferred_A_Stock_War
Warrants -Preferred A Stock Warrants Activity (Detail) (Preferred A Stock Warrants, USD $) (Detail) (Preferred A Stock Warrants, USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Preferred A Stock Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants, Beginning Balance | 2,231,727 | 2,231,727 | |
Warrants granted | 0 | 0 | |
Warrants Converted | -2,231,727 | ||
Warrants Expired | 0 | 0 | |
Warrants, Ending Balance | 2,231,727 | 2,231,727 | |
Weighted Average Exercise Price, Warrants Outstanding Beginning Balance | $0.16 | $0.16 | |
Weighted Average Exercise Price,Granted | $0 | $0 | |
Weighted Average Exercise Price, Converted | $0.16 | ||
Weighted Average Exercise Price, Expired | $0 | $0 | |
Weighted Average Exercise Price, Warrants Outstanding Ending Balance | $0.16 | $0.16 | |
Weighted Average Remainder Contractual Term in Years, Converted | 2 years 3 months 18 days | ||
Weighted Average Remainder Contractual Term in Years, Warrants Outstanding | 3 years 1 month 6 days | 4 years 1 month 6 days |
Warrants_Preferred_D_Stock_War
Warrants - Preferred D Stock Warrants Activity (Detail) (Preferred D Stock Warrants, USD $) | 12 Months Ended | |
Dec. 31, 2014 | Oct. 31, 2014 | |
Preferred D Stock Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Beginning Balance | 0 | |
Warrants granted | 7,200,000 | |
Warrants Exercised | -7,200,000 | |
Warrants Expired | 0 | |
Warrants, Ending Balance | 0 | |
Weighted Average Exercise Price, Warrants Outstanding Beginning Balance | $0 | $5 |
Weighted Average Exercise Price,Granted | $0.03 | |
Weighted Average Exercise Price, Exercised | $0.03 | |
Weighted Average Exercise Price, Expired | $0 | |
Weighted Average Exercise Price, Warrants Outstanding Ending Balance | $0 | $5 |
Warrants Weighted Average Remainder Contractual Terms Granted | 6 years 9 months 18 days | |
Weighted Average Remainder Contractual Term in Years, Exercised | 6 years 8 months 12 days |
Employee_Stock_Options_Additio
Employee Stock Options - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 3 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Oct. 30, 2013 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2012 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of stock options, outstanding | 703,034 | 115,750 | 703,034 | 110,750 | |||
Options, Granted | 619,784 | 5,000 | |||||
Weighted Average Exercise Price, Granted | $2.86 | $2 | |||||
Exercise price | $0 | $0 | |||||
Unrecognized compensation cost related to stock option | $252,315 | $19,818 | $252,315 | ||||
Remaining vesting period of stock option | 3 years 5 months 9 days | 3 months 18 days | |||||
Employee Stock Option | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of stock options, outstanding | 703,034 | 115,750 | 703,034 | ||||
Stock options, vesting period | 4 years | 4 years | |||||
Stock options, maturity period | 10 years | ||||||
Number of stock based compensation plans | 3 | ||||||
Options, Granted | 5,000 | 483,000 | |||||
Weighted Average Exercise Price, Granted | $2 | $2 | |||||
Number of stock options, outstanding | 103,250 | 136,784 | |||||
Exercise price | $3.50 | ||||||
Incremental fair value | 223,031 | ||||||
Stock options, share value | 306,709 | ||||||
Stock options, expense | $54,394 | ||||||
Employee Stock Option | Minimum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock options, vesting period | 3 years | 3 years | |||||
Exercise price | $2.56 | ||||||
Employee Stock Option | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock options, vesting period | 4 years | 4 years | |||||
Exercise price | $7 |
Employee_Stock_Options_Schedul
Employee Stock Options - Schedule of Assumptions Used in Calculation of Fair Value of the Options Exchanged (Detail) (Employee Stock Option, USD $) | 1 Months Ended | 3 Months Ended |
Sep. 30, 2014 | Dec. 31, 2014 | |
Employee Stock Option | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair market value | $4.94 | $5.28 |
Exercise price | $3.50 | $5.91 |
Risk free rate | 1.06% | 1.70% |
Dividend yield | 0.00% | 0.00% |
Expected volatility | 46.31% | 54.97% |
Expected term | 2 years 8 months 27 days | 6 years 22 days |
Employee_Stock_Options_Summary
Employee Stock Options - Summary of Stock Option Activity (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Options outstanding, Beginning balance | 115,750 | 110,750 | |
Options, Granted | 619,784 | 5,000 | |
Options, Exercised | 0 | 0 | |
Options, Forfeited/expired | -32,500 | ||
Options outstanding, Ending Balance | 703,034 | 115,750 | 110,750 |
Weighted Average Exercise Price Outstanding, Beginning Balance | $30 | $32 | |
Weighted Average Exercise Price, Granted | $2.86 | $2 | |
Weighted Average Exercise Price, Exercised | $0 | $0 | |
Weighted Average Exercise Price, Forfeited/expired | $8.92 | ||
Weighted Average Exercise Price, Outstanding Ending Balance | $2.98 | $30 | $32 |
Weighted Average Remaining Contractual Term in Years, Granted | 9 years 4 months 24 days | 9 years 9 months 18 days | |
Weighted Average Remaining Contractual Term in Years, forfeited/expired | 5 years 8 months 12 days | ||
Weighted Average Remainder Contractual Terms Outstanding Beginning | 8 years 9 months 18 days | 6 years 3 months 18 days | 7 years 2 months 12 days |
Options outstanding, Beginning balance | $0 | $0 | |
Options, Granted | $0 | $0 | |
Options, Exercised | 0 | 0 | |
Options, Forfeited/expired | $0 | $0 | |
Options outstanding, Ending Balance | $0 | $0 | $0 |
Employee_Stock_Options_Summary1
Employee Stock Options - Summary of Stock Options Outstanding and Exercisable (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Number of Options Outstanding | 703,034 | 115,750 | 110,750 |
Weighted Average Remainder Contractual Terms Outstanding Beginning | 8 years 9 months 18 days | 6 years 3 months 18 days | 7 years 2 months 12 days |
Options Outstanding, Exercise Price | $2.98 | $30 | |
Number of Options Exercisable | 117,404 | 106,570 | |
Options Exercisable, Exercise Price | $3.86 | $32 | |
Intrinsic Value | $0 | $0 |
Employee_Stock_Options_Schedul1
Employee Stock Options - Schedule of Equity-Based Compensation Expenses (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock based compensation expense | $297,244 | $111,091 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Oct. 31, 2014 | Jul. 31, 2014 | Nov. 25, 2013 | Jun. 30, 2014 | Apr. 30, 2014 | Feb. 28, 2014 | Mar. 31, 2014 | Dec. 31, 2012 | Oct. 08, 2014 | Nov. 30, 2014 | |
Related Party Transaction [Line Items] | ||||||||||||
Convertible debt, principal amount converted | $400,000 | $4,442,000 | ||||||||||
Notes payable - related party, discount | 58,333 | |||||||||||
Convertible Preferred Stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion of preferred stock to common stock, conversion ratio | 200 | |||||||||||
Common Stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion of stock, shares issued | 3,616,714 | 46,250 | ||||||||||
Series C Convertible Preferred Stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Convertible debt, amount converted | 2,442,000 | |||||||||||
Convertible debt, conversion price | $0.02 | |||||||||||
Common Stock Warrants | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Preferred units issued as consideration, warrants price per share | $4.17 | $8 | $2 | $10 | ||||||||
Warrant expiration period | 7 years | |||||||||||
Common Stock Warrants | IPO | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Preferred units issued as consideration, warrants price per share | 8.75 | |||||||||||
Class A Warrant | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Preferred units issued as consideration, warrants price per share | 32 | |||||||||||
Class A Warrant | IPO | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Preferred units issued as consideration, warrants price per share | 7 | $7 | ||||||||||
Class B Warrant | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Preferred units issued as consideration, warrants price per share | $0.20 | |||||||||||
Class B Warrant | IPO | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Preferred units issued as consideration, warrants price per share | 8.75 | |||||||||||
Sale Leaseback Obligations | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of sale-leaseback agreements guaranteed by related party | 2 | |||||||||||
Letter of credit | 3,000,000 | |||||||||||
Sale Leaseback Obligations | Letter of Credit | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Line of credit, amount drawn | 0 | |||||||||||
Second Financial Advisory Agency Agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Financial advisory fees | 15,000 | 15,000 | ||||||||||
Fee paid upon the filling of S-1 with SEC | 50,000 | |||||||||||
Fee payment upon closure of initial public offering | 100,000 | |||||||||||
Second Financial Advisory Agency Agreement | IPO | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion of preferred stock to common stock, conversion ratio | 200 | |||||||||||
Second Financial Advisory Agency Agreement | IPO | Common Stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion of stock, shares issued | 36,000 | |||||||||||
Second Financial Advisory Agency Agreement | Series D Convertible Preferred Stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of preferred units issued as consideration | 7,200,000 | |||||||||||
Second Financial Advisory Agency Agreement | Series D Convertible Preferred Stock | IPO | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion of stock, shares converted | 7,200,000 | |||||||||||
Second Financial Advisory Agency Agreement | Class A Warrant | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Warrants issued | 36,000 | |||||||||||
Preferred units issued as consideration, warrants price per share | $4.92 | |||||||||||
Second Financial Advisory Agency Agreement | Class B Warrant | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Warrants issued | 36,000 | |||||||||||
Preferred units issued as consideration, warrants price per share | $0.20 | |||||||||||
Notes Payable To Related Party | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest rate on notes | 20.00% | |||||||||||
Maturity date of notes | 18-Jul-15 | |||||||||||
Note agreement amount | 500,000 | |||||||||||
Note maturity date description | The Company may extend the due date of the note to July 18, 2016 by giving notice no later than April 18, 2015 | |||||||||||
Note extension fee amount | 10,000 | |||||||||||
Prepaid interest | 25,000 | |||||||||||
Number of preferred units issued as consideration | 4,000,000 | |||||||||||
Value of preferred units issued as consideration | 100,000 | |||||||||||
Preferred units issued as consideration, series D preferred shares | 4,000,000 | |||||||||||
Preferred units issued as consideration, price per share | 0.025 | |||||||||||
Notes payable - related party, discount | 58,333 | |||||||||||
Notes Payable To Related Party | IPO | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion of preferred stock to common stock, conversion ratio | 200 | |||||||||||
Notes Payable To Related Party | IPO | Common Stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion of stock, shares issued | 20,000 | |||||||||||
Notes Payable To Related Party | Series D Convertible Preferred Stock | IPO | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion of stock, shares converted | 4,000,000 | |||||||||||
Notes Payable To Related Party | Class A Warrant | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Warrants issued | 20,000 | |||||||||||
Preferred units issued as consideration, warrants price per share | 4.92 | |||||||||||
Preferred units issued as consideration, warrants | 20,000 | |||||||||||
Notes Payable To Related Party | Class B Warrant | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Warrants issued | 20,000 | |||||||||||
Preferred units issued as consideration, warrants price per share | 0.2 | |||||||||||
Preferred units issued as consideration, warrants | 20,000 | |||||||||||
Convertible Notes Payable | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Notes qualified for equity financing | 5,000,000 | |||||||||||
Convertible Notes Payable | Series C Convertible Preferred Stock | Convertible Preferred Stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Convertible debt, conversion price | $4.92 | |||||||||||
Convertible Notes Payable | Class A Warrant | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Warrants issued | 82,625 | |||||||||||
Preferred units issued as consideration, warrants price per share | 4.92 | |||||||||||
Convertible Notes Payable | Class B Warrant | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Warrants issued | 82,625 | |||||||||||
Preferred units issued as consideration, warrants price per share | 0.2 | |||||||||||
Convertible Promissory Notes | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Maturity date of notes | 26-Feb-15 | |||||||||||
Notes qualified for equity financing | 5,000,000 | |||||||||||
Convertible Promissory Notes | IPO | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion of preferred stock to common stock, conversion ratio | 200 | |||||||||||
Convertible Promissory Notes | IPO | Common Stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion of stock, shares issued | 41,350 | |||||||||||
Convertible Promissory Notes | Series D Convertible Preferred Stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Convertible debt, conversion price | $0.03 | |||||||||||
Shares issued upon conversion of debt | 8,270,027 | |||||||||||
Convertible Promissory Notes | Class A Warrant | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Warrants issued | 41,350 | |||||||||||
Preferred units issued as consideration, warrants price per share | $4.92 | |||||||||||
Convertible Promissory Notes | Class B Warrant | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Warrants issued | 41,350 | |||||||||||
Preferred units issued as consideration, warrants price per share | $0.20 | |||||||||||
Convertible Promissory Notes | Accrued Interest | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Convertible debt, amount converted | 6,751 | |||||||||||
SSA Ventures, LLC | Convertible Notes Payable | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from issuance of convertible promissory notes | 571,000 | |||||||||||
SSA Ventures, LLC | Convertible Notes Payable | Accrued Interest | Series C Convertible Preferred Stock | Convertible Preferred Stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Convertible debt, amount converted | 21,901 | |||||||||||
SBS Charitable Remainder Trust | Convertible Notes Payable | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from issuance of convertible promissory notes | 2,000,000 | |||||||||||
SBS Charitable Remainder Trust | Convertible Notes Payable | Accrued Interest | Series C Convertible Preferred Stock | Convertible Preferred Stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Convertible debt, amount converted | 67,068 | |||||||||||
Bourne Spafford Charitable Trust | Convertible Notes Payable | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from issuance of convertible promissory notes | 200,000 | |||||||||||
Convertible debt, principal amount converted | 7,540 | |||||||||||
Interest rate on notes | 8.00% | |||||||||||
Ryan Ashton, Chief Executive Officer | Common Stock Warrants | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Warrants issued | 50,000 | |||||||||||
Ryan Ashton, Chief Executive Officer | Convertible Promissory Notes | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest rate on notes | 8.00% | |||||||||||
Warrants issued | 25,000 | |||||||||||
Preferred units issued as consideration, warrants | 200,000 | |||||||||||
David Spafford, a director | Common Stock Warrants | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Warrants issued | 50,000 | |||||||||||
Spring Forth Investments and the Bourne Spafford Charitable Trust | Convertible Promissory Notes | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest rate on notes | 8.00% | |||||||||||
Warrants issued | 12,500 | |||||||||||
Preferred units issued as consideration, warrants | 100,000 | |||||||||||
Maturity date of notes | 10-Mar-15 | |||||||||||
Notes qualified for equity financing | 5,000,000 | |||||||||||
Spring Forth Investments and the Bourne Spafford Charitable Trust | Convertible Promissory Notes | IPO | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion of preferred stock to common stock, conversion ratio | 200 | |||||||||||
Spring Forth Investments and the Bourne Spafford Charitable Trust | Convertible Promissory Notes | IPO | Common Stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion of stock, shares issued | 20,622 | |||||||||||
Spring Forth Investments and the Bourne Spafford Charitable Trust | Convertible Promissory Notes | Series D Convertible Preferred Stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Convertible debt, conversion price | $0.03 | |||||||||||
Shares issued upon conversion of debt | 4,124,493 | |||||||||||
Spring Forth Investments and the Bourne Spafford Charitable Trust | Convertible Promissory Notes | Class A Warrant | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Warrants issued | 20,622 | |||||||||||
Preferred units issued as consideration, warrants price per share | $4.92 | |||||||||||
Spring Forth Investments and the Bourne Spafford Charitable Trust | Convertible Promissory Notes | Class B Warrant | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Warrants issued | 20,622 | |||||||||||
Preferred units issued as consideration, warrants price per share | $0.20 | |||||||||||
Spring Forth Investments and the Bourne Spafford Charitable Trust | Convertible Promissory Notes | Accrued Interest | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Convertible debt, amount converted | $3,112 |
Income_Tax_Expense_Detail
Income Tax Expense (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Current | ||
Federal | $0 | $0 |
State and Local | 5,297 | 1,250 |
Current income tax expense benefit | 5,297 | 1,250 |
Deferred | ||
Federal | 0 | 0 |
State and Local | 0 | 0 |
Deferred income tax expense benefit | 0 | 0 |
Provision for income taxes | $5,297 | $1,250 |
Components_of_Deferred_Tax_Ass
Components of Deferred Tax Assets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current deferred tax assets: | ||
Allowance for doubtful accounts | $2,035 | $2,035 |
Accrued vacation | 85,081 | 131,302 |
Accrued personal property tax | 4,048 | 37,012 |
Total current deferred tax assets | 91,164 | 170,349 |
Non-current deferred tax assets | ||
Net operating losses | 18,229,887 | 13,674,825 |
Depreciation and amortization | 162,344 | 15,935 |
Other | 171 | 171 |
Total non-current deferred tax assets | 18,392,402 | 13,690,931 |
Total deferred tax assets | 18,483,566 | 13,861,280 |
Less: Valuation allowance | -18,483,566 | -13,861,280 |
Net deferred tax assets | $0 | $0 |
Reconciliation_of_Reported_Amo
Reconciliation of Reported Amount of Income Tax Expense (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Benefit for income taxes computed at federal statutory rate | ($7,385,656) | ($3,250,410) |
State income taxes, net of federal tax benefit | -407,156 | -214,899 |
Non-deductible expenses | 3,024,860 | 7,472 |
Increase in valuation allowance | 4,622,286 | 3,459,087 |
Other, net | 150,963 | |
Provision for income taxes | $5,297 | $1,250 |
Effective tax rate | -0.07% | -0.04% |
Income_Tax_Additional_Informat
Income Tax - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Line Items] | ||
Increase in valuation allowance | $4,622,286 | |
Unrecognized tax benefits | 0 | 0 |
Unrecognized tax benefits income tax penalties and interest recognized | 0 | 0 |
Unrecognized tax benefits income tax penalties and interest accrued | 0 | 0 |
Federal | ||
Income Taxes [Line Items] | ||
Net operating loss carry forwards | 51,800,000 | 37,800,000 |
Net tax operating losses, expiration | Expire in varying amounts during the tax years 2023 and 2034. | |
Federal | Minimum | ||
Income Taxes [Line Items] | ||
Tax years open to examination | 2010 | |
Federal | Maximum | ||
Income Taxes [Line Items] | ||
Tax years open to examination | 2014 | |
State | ||
Income Taxes [Line Items] | ||
Net operating loss carry forwards | $32,500,000 | $26,300,000 |
Net tax operating losses, expiration | Expire in varying years from 2023 to 2034. |
Schedule_of_Domestic_and_Inter
Schedule of Domestic and International Customers Products Sales (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule Of Geographical Information [Line Items] | ||
Total sales | $1,606,254 | $760,646 |
Domestic (U.S.) | ||
Schedule Of Geographical Information [Line Items] | ||
Total sales | 1,559,614 | 736,215 |
International | ||
Schedule Of Geographical Information [Line Items] | ||
Total sales | $46,640 | $24,431 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Loan Agreement, USD $) | 12 Months Ended | 1 Months Ended |
Dec. 31, 2014 | Feb. 12, 2015 | |
Subsequent Event [Line Items] | ||
Debt instrument, maturity date description | The loan bears interest at a rate of twelve percent (12%) per year and has a maturity date of the earlier of (i) 90 days from the date of the loan agreement, or (ii) five days after the closing of a registered public offering of securities of the Company. | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Debt instrument, amount | 250,000 | |
Debt instrument, interest rate | 12.00% | |
Termination fee, percentage | 5.00% | |
Subsequent Event | Date of the loan agreement | ||
Subsequent Event [Line Items] | ||
Debt instrument, maturity term | 90 days | |
Subsequent Event | After the closing of a registered public offering of securities | ||
Subsequent Event [Line Items] | ||
Debt instrument, maturity term | 5 days |