Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 13-May-15 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | GBSN | |
Entity Registrant Name | Great Basin Scientific, Inc. | |
Entity Central Index Key | 1512138 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 6,445,218 |
CONDENSED_BALANCE_SHEETS
CONDENSED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $20,588,361 | $2,017,823 |
Accounts receivable, net | 290,509 | 267,485 |
Inventory | 504,696 | 457,094 |
Prepaid and other current assets | 558,519 | 376,778 |
Total current assets | 21,942,085 | 3,119,180 |
Intangible assets, net | 190,874 | 216,580 |
Property and equipment, net | 4,504,608 | 4,237,467 |
Total assets | 26,637,567 | 7,573,227 |
Current liabilities: | ||
Accounts payable | 2,204,640 | 1,369,169 |
Accrued expenses | 1,107,419 | 612,359 |
Current portion of notes payable | 43,718 | 49,994 |
Notes payable - related party, net of discount | 716,667 | 441,667 |
Current portion of capital lease obligations | 1,086,439 | 947,422 |
Total current liabilities | 5,158,883 | 3,420,611 |
Notes payable, net of current portion | 5,693 | |
Capital lease obligations, net of current portion | 1,859,730 | 2,156,837 |
Derivative liability | 98,691,685 | 9,998,636 |
Total liabilities | 105,710,298 | 15,581,777 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Preferred stock, $.001 par value, 5,000,000 shares authorized; 2,724,000 and 0 shares issued and outstanding, respectively | 2,724 | |
Common stock, $.001 par value: 50,000,000 shares authorized; 5,126,458 and 5,086,458 shares issued and outstanding, respectively | 5,126 | 5,086 |
Additional paid-in capital | 56,097,740 | 55,991,060 |
Accumulated deficit | -135,178,321 | -64,004,696 |
Total stockholders' deficit | -79,072,731 | -8,008,550 |
Total liabilities and stockholders' deficit | $26,637,567 | $7,573,227 |
CONDENSED_BALANCE_SHEETS_Paren
CONDENSED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 2,724,000 | 0 |
Preferred stock, shares outstanding | 2,724,000 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 5,126,458 | 5,086,458 |
Common stock, shares outstanding | 5,126,458 | 5,086,458 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | ||
Revenues | $458,730 | $349,135 |
Cost of sales | 966,593 | 846,957 |
Gross loss | -507,863 | -497,822 |
Operating expenses: | ||
Research and development | 1,503,558 | 814,237 |
Selling and marketing | 806,118 | 634,242 |
General and administrative | 1,060,652 | 605,995 |
(Gain) loss on sale of assets | -8,166 | |
Total operating expenses | 3,370,328 | 2,046,308 |
Loss from operations | -3,878,191 | -2,544,130 |
Other income (expense): | ||
Interest expense | -305,582 | -192,609 |
Interest income | 4,297 | 919 |
Change in fair value of derivative liability | -66,994,149 | |
Total other income (expense) | -67,295,434 | -191,690 |
Loss before provision for income taxes | -71,173,625 | -2,735,820 |
Provision for income taxes | -6,093 | |
Net loss | -71,173,625 | -2,741,913 |
Less: Cumulative preferred stock dividends (undeclared) | -1,299,118 | |
Net loss attributable to common stockholders | ($71,173,625) | ($4,041,031) |
Net loss per common share - basic and diluted | ($13.99) | ($34.98) |
Weighted average common shares - basic and diluted | 5,086,906 | 115,510 |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | ($71,173,625) | ($2,741,913) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 339,593 | 255,373 |
Change in fair value measurement | 66,994,149 | |
(Gain) loss on sale of assets | -8,166 | |
Employee stock compensation | 18,720 | 15,939 |
Debt discount amortization | 25,000 | |
Changes in operating assets and liabilities: | ||
Increase in accounts receivable, net | -23,024 | -21,989 |
Decrease (increase) in inventory | -47,602 | -120,071 |
Increase in prepaid and other assets | -181,741 | -70,943 |
Decrease (increase) in accounts payable | -37,237 | 748,823 |
Increase in accrued liabilities | 495,060 | 156,805 |
Net cash used in operating activities | -3,590,707 | -1,786,142 |
Cash flows from investing activities: | ||
Acquisition of property and equipment | -83,566 | -24,864 |
Construction of equipment | -77,769 | -314,180 |
Proceeds from sale of assets | 35,000 | |
Net cash used in investing activities | -161,335 | -304,044 |
Cash flows from financing activities: | ||
Proceeds from exercise of warrants | 88,000 | |
Proceeds from issuance of convertible notes payable | 100,000 | |
Proceeds from issuance of convertible notes payable - related party | 300,000 | |
Proceeds from issuance of preferred stock | 366,250 | |
Proceeds from follow-on offering | 22,154,639 | |
Proceeds from issuance of notes payable - related party | 250,000 | 390,000 |
Principal payments of capital leases | -158,090 | -117,662 |
Principal payments of notes payable | -11,969 | -10,680 |
Net cash provided by financing activities | 22,322,580 | 1,027,908 |
Net increase (decrease) in cash | 18,570,538 | -1,062,278 |
Cash, beginning of the period | 2,017,823 | 1,211,423 |
Cash, end of the period | 20,588,361 | 149,145 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 241,228 | 192,202 |
Supplemental schedule of non-cash investing and financing activities: | ||
Conversion of note payable to preferred stock | 4,442,000 | |
Assets acquired through capital leases | 1,293,205 | |
Initial public offering and follow-on offering costs incurred but unpaid | 453,015 | |
Property and equipment included in accounts payable | $419,693 |
Description_of_Business
Description of Business | 3 Months Ended |
Mar. 31, 2015 | |
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 its 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. We have developed a Group B Strep assay for which we received FDA clearance in April 2015 and plan to launch commercially in the second quarter of 2015. We began a clinical trial for a Staph ID/R assay for blood infections caused by Staphylococcus bacteria in the fourth quarter of 2014 and we began a clinical trial for our Shiga toxin producing E. coli assay in the first quarter of 2015. Additionally, we have three other assays in product development: (i) a pre-surgical nasal screen for Staphylococcus aureus, or SA, (ii) a food borne pathogen panel, and (iii) a panel for candida blood infections. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation | |
These condensed unaudited financial statements have been prepared to reflect the financial position, results of operations and cash flows of the Company as of March 31, 2015 and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. The accompanying condensed financial statements and notes are unaudited. In management’s opinion, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements for the year ended December 31, 2014 and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2015 and its results of operations and cash flows for the three months ended March 31, 2015 and 2014. The results for the three months ended March 31, 2015 are not necessarily indicative of the results expected for the full fiscal year or any other interim period. | |
Loss per Common Share | |
Basic loss per share (“EPS”) is computed by dividing net loss (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 three months ended March 31, 2015 and 2014, the potentially dilutive shares are anti-dilutive and are thus not added into the loss per share calculations. As of March 31, 2015 and 2014, there were 38,838,974 and 2,665,084 potentially dilutive shares, respectively. | |
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 shares, options, warrants and per share amounts for all periods presented in these financial statements have been adjusted retroactively to reflect the reverse stock split. | |
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 (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle is that a company should recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, and shall be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is evaluating the potential impact of this adoption on its consolidated financial statements. | |
In August 2014, the FASB issued ASU No. 2014-15 Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern, which 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. The update is effective for annual periods ending after December 15, 2016, and interim periods thereafter. Early adoption is permitted. The impact on the Company’s financial statements of adopting ASU 2014-15 is currently being assessed by management. |
Going_Concern
Going Concern | 3 Months Ended |
Mar. 31, 2015 | |
Liquidity Disclosure Going Concern [Abstract] | |
Liquidity | NOTE 3 GOING CONCERN |
The Company’s condensed unaudited 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. Although the Company has positive working capital of $16.8 million and a cash balance of $20.6 million as of March 31, 2015, the Company has incurred substantial losses from operations 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 three months ended March 31, 2015 of $71.2 million and a net loss for the year ended December 31, 2014 of $21.7 million, and has an accumulated deficit of $135.2 million as of March 31, 2015. Whether and when the Company can attain profitability and positive cash flows from operations is uncertain. | |
The Company intends to continue 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 has obtained and intends to continue to obtain financing in order to fund its working capital and development needs. In March 2015 the Company obtained financing by completing a follow-on offering for net proceeds of $21.7 million. | |
The Company has been able to meet its short-term needs through private placements of convertible preferred securities, an initial public offering (“IPO”), a follow-on offering 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. | |
Notes_Payable
Notes Payable | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Notes Payable | NOTE 4 NOTES PAYABLE | ||||||||
The Company purchased certain machinery and equipment under two note payable agreements which consist of the following as of March 31, 2015 and December 31, 2014: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Note payable, 15.2% interest, monthly payments of | $ | 13,555 | $ | 16,938 | |||||
$1,328, due February 6, 2016, secured by | |||||||||
equipment. | |||||||||
Note payable, 10.0% interest, monthly payments of | 30,163 | 38,749 | |||||||
$3,161, due January 1, 2016, secured by | |||||||||
equipment. | |||||||||
Total notes payable | 43,718 | 55,687 | |||||||
Less: current portion of notes payable | (43,718 | ) | (49,994 | ) | |||||
Long term portion of notes payable | $ | - | $ | 5,693 | |||||
Notes_Payable_Related_Party
Notes Payable - Related Party | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Notes Payable - Related Party | NOTE 5 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 shall be 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. 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. The Series D preferred stock units were accounted as a debt discount to be amortized over the life of the note. As of March 31, 2015 the unamortized debt discount was $33,333. In April 2015, the Company extended the due date of the note to July 18, 2016 by giving notice and paying the extension fee of $10,000. | |
In February 2015, the Company entered into another loan agreement for $250,000 with Spring Forth Investments, LLC. 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. In April 2015, the Company paid off the note along with the accrued interest and termination fee. |
Preferred_Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Preferred Stock | NOTE 6 PREFERRED STOCK |
In March 2015, the Company completed a follow-on public offering by selling 2,724,000 units at a price of $8.80 per unit for net proceeds of $21.7 million after deducting underwriting commissions and offering costs. Each unit consists of one share of our Series E Convertible Preferred Stock and eight Series C Warrants (the “Units”). | |
The shares of Series E Convertible Preferred Stock and the Series C Warrants will automatically separate on August 25, 2015. However, the shares of Series E Convertible Preferred Stock and the Series C Warrants will separate prior to August 25, 2015 if at any time after 30 days from February 25, 2015 the closing price of our common stock is greater than $4.00 per share for 20 consecutive trading days (the “Separation Trigger Date”). We refer to this separation herein as Early Separation. In the event of Early Separation, the shares of Series E Convertible Preferred Stock and the Series C Warrants will become separable 15 days after the Separation Trigger Date. | |
Each share of Series E Convertible Preferred Stock is convertible at the option of the holder into four common shares upon the earlier of (i) August 25, 2015, or (ii) 15 days after the Separation Trigger Date in the event of Early Separation. The Series E Convertible Preferred Stock has no voting rights, except that the holders of shares of at least a majority of the Series E Convertible Preferred Stock will be able to effect or validate any amendment, alteration or repeal of any of the provisions of the Certificate of Designation that materially and adversely affects the powers, preferences or special rights of the Series E Convertible Preferred Stock, whether by merger or consolidation or otherwise; provided, however, that in the event of an amendment to terms of the Series E Convertible Preferred Stock, including by merger or consolidation, so long as the Series E Convertible Preferred Stock remains outstanding with the terms thereof materially unchanged, or the Series E Convertible Preferred Stock is converted into, preference securities of the surviving entity, or its ultimate parent, with such powers, preferences or special rights, taken as a whole, not materially less favorable to the holders of the Series E Convertible Preferred Stock than the powers, preferences or special rights of the Series E Convertible Preferred Stock, taken as a whole, the occurrence of such event will not be deemed to materially and adversely affect such powers, preferences or special rights of the Series E Convertible Preferred Stock, and in such case such holders shall not have any voting rights with respect to the occurrence of such events. An amendment to the terms of the Series E Convertible Preferred Stock only requires the vote of the holders of Series E Convertible Preferred Stock. | |
With respect to payment of dividends and distribution of assets upon liquidation or dissolution or winding up of the Company, the Series E Preferred Stock shall rank equal to the common stock of the Company. No sinking fund has been established for the retirement or redemption of the Convertible Preferred Stock. As such, the Series E Convertible Preferred Stock is not subject to any restriction on the repurchase or redemption of shares by the Company due to an arrearage in the payment of dividends or sinking fund installments. | |
The Series E Convertible Preferred Stock also has no liquidation rights or preemption rights, and there are no special classifications of our Board of Directors related to the Series E Convertible Preferred Stock. |
Common_Stock
Common Stock | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Common Stock | NOTE 7 COMMON STOCK |
The Company had 50,000,000 shares of common stock authorized at a par value of $0.001 per share and 5,126,458 shares of common stock issued and outstanding as of March 31, 2015. | |
During the three months ended March 31, 2015 the company issued 40,000 shares of common stock pursuant to the exercise of 40,000 Series A Warrants for proceeds of $88,000 or $2.20 per share. In conjunction with the exercise of the Series A Warrants, 40,000 Series B Warrants to purchase shares of common stock were also issued. |
Warrants
Warrants | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |||||||||||||
Warrants | NOTE 8 WARRANTS | ||||||||||||
As of March 31, 2015, the Company had 27,239,940 warrants outstanding to purchase shares of common stock comprised of 2,041,239 Class A Warrants, 1,645,845 Class B Warrants, 1,282,500 Series A Warrants, 40,000 Series B Warrants, 21,792,000 Series C Warrants and 438,356 Common Warrants. | |||||||||||||
In March 2015, the Company issued Series C Warrants to purchase 21,792,000 shares of common stock as part of the Units sold in the follow-on offering (see NOTE 6 PREFERRED STOCK). The Series C Warrants have an exercise price of $2.55 and will expire on February 25, 2020. The Series C Warrants will not be exercisable until they separate from the Units upon the earlier of (i) August 25, 2015, or (ii) 15 days after the Separation Trigger Date in the event of Early Separation. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price. | |||||||||||||
The Series C Warrants have a cashless exercise provision where in lieu of payment of the exercise price in cash, the holder may receive, at the Company’s discretion, either a cash payment of a predetermined Black Scholes Value of the number of shares the holder elects to exercise, or a number of shares of the Company’s common stock determined according to a cashless exercise formula using the predetermined Black Scholes Value. | |||||||||||||
In March 2015, the Company issued 40,000 Series B Warrants to purchase common stock pursuant to the exercise of 40,000 Series A Warrants for proceeds of $88,000 or $2.20 per share. The Series B Warrants have an exercise price of $8.75 and expire six years from date of issue. The Series B Warrants have an exercise price adjustment provision that in the event the Company sells shares of any additional common stock or securities convertible into common stock, subject to certain exceptions, at a price per share less than the original exercise price of the warrant, the exercise price shall be adjusted to a price equal to the price paid per share for such additional common stock or securities. | |||||||||||||
The following table summarizes the common stock warrant activity during the three months ended March 31, 2015: | |||||||||||||
Weighted | |||||||||||||
Average | |||||||||||||
Weighted | Remainder | ||||||||||||
Common | Average | Contractual | |||||||||||
Stock | Exercise | Term in | |||||||||||
Warrants | Price | Years | |||||||||||
As of March 31, 2015: | |||||||||||||
Warrants Outstanding as of January 1, 2015 | 5,447,940 | $ | 4.17 | 4.9 | |||||||||
Granted | 21,832,000 | $ | 2.56 | 4.9 | |||||||||
Exercised | (40,000 | ) | $ | 2.2 | — | ||||||||
Expired | — | — | — | ||||||||||
Warrants outstanding as of March 31, 2015 | 27,239,940 | $ | 2.43 | 4.9 | |||||||||
Common Warrant Derivative Liability | |||||||||||||
Our Class A Warrants, Class B Warrants, Series A Warrants, Series B Warrants and certain common warrants, which in total comprise 5,045,584 warrants outstanding, have an exercise 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 exercise price of the respective warrant, the exercise price shall be adjusted to a price equal to the price paid per share for such additional stock. 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 each reporting date with the change in fair value being recorded in earnings for the period. In March 2015, as a result of the follow-on offering, the price adjustment provision was triggered for our Class A Warrants, Series A Warrants and certain common warrants. The exercise price was adjusted for these warrants from an original exercise price of $4.92, $7.00, and $5.00 respectively, to a new exercise price of $2.20. | |||||||||||||
Our Series C Warrants contain a cashless exercise provision using a predetermined Black Scholes Value. Such provision, if exercised by the holder, would require the company to settle these warrants, at its option, either by cash payment or the granting of a variable number of common shares. This provision results in the potential for the Company to either have to net cash settle the warrant or potentially issue an indeterminate number of common shares which prohibits the Company from being able to conclude that the warrants are indexed to the Company’s own stock. Accordingly, the warrants are accounted for as derivative liabilities and are recorded at fair value at inception and at each reporting date. Since the derivative liability is required to be measured at fair value, the excess of the fair value over the net proceeds received at the transaction date is recognized as a loss in earnings. Had the cashless exercise provision been exercised by all holders of our Series C Warrants at March 31, 2015, the Company would have had to either pay $48.5 million in cash or issue 17,774,720 shares of common stock. The number of shares of common stock that would be required to satisfy the cashless exercise provision increases as the price of the Company’s stock decreases and decreases as the price of the Company’s stock increases. | |||||||||||||
The derivative liability for warrants classified as derivative liabilities was revalued at March 31, 2015 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 Company estimates the fair value of the warrants at inception and at each reporting date using a 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 10 FAIR VALUE). 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. 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 contractual life of the warrants, the risk free rate and the fair value of the equity stock underlying the warrants. | |||||||||||||
The following are the assumptions used in the Black-Scholes method for calculating the fair value of the warrants that are considered derivative liabilities at March 31, 2015: | |||||||||||||
Fair Market Value | $ | 3.9 | |||||||||||
Exercise Price | $0.20 - $8.75 | ||||||||||||
Risk Free Rate | 1.37% - 1.54% | ||||||||||||
Dividend Yield | 0 | % | |||||||||||
Expected Volatility | 140.54% - 142.06% | ||||||||||||
Contractual Term | 0.53 - 6.34 years | ||||||||||||
The following summarizes the change in the value of the warrant liability during the three months ended March 31, 2015: | |||||||||||||
Balance at December 31, 2014 | $ | 9,998,636 | |||||||||||
Issuance of warrants | 54,437,111 | ||||||||||||
Exercise of warrants | (45,861 | ) | |||||||||||
Change in fair value of warrant liability | 34,301,799 | ||||||||||||
Balance at March 31, 2015 | $ | 98,691,685 | |||||||||||
Employee_Stock_Options
Employee Stock Options | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||||||
Employee Stock Options | NOTE 9 EMPLOYEE STOCK OPTIONS | ||||||||||||||||||||
The Company has three stock based employee compensation plans pursuant to which stock option grants have been made. Under the Great Basin Scientific, Inc. 2015 Omnibus Plan, the 2014 Stock Option Plan and the 2006 Stock Option Plan certain employees and non-employee directors have been granted options to purchase common stock. The Company has 703,034 employee stock options outstanding as of March 31, 2015. All options vest in installments over a three to four year period and expire ten years from the date of grant. | |||||||||||||||||||||
The following table summarizes the Company’s total option activity for the three months ended March 31, 2015: | |||||||||||||||||||||
Weighted | |||||||||||||||||||||
Average | |||||||||||||||||||||
Weighted | Remaining | ||||||||||||||||||||
Average | Contractual | ||||||||||||||||||||
Exercise | Term in | ||||||||||||||||||||
Options | Price | Years | |||||||||||||||||||
As of March 31, 2015: | |||||||||||||||||||||
Options outstanding as of January 1, 2015 | 703,034 | $ | 2.98 | 8.8 | |||||||||||||||||
Granted | — | — | — | ||||||||||||||||||
Exercised | — | — | — | ||||||||||||||||||
Cancelled | — | — | — | ||||||||||||||||||
Options outstanding as of March 31, 2015 | 703,034 | $ | 2.98 | 8.6 | |||||||||||||||||
Outstanding and exercisable stock options as of March 31, 2015 are as follows: | |||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||
Number of | Remaining | Number of | |||||||||||||||||||
Options | Life | Exercise | Options | Exercise | |||||||||||||||||
Outstanding | (Years) | Price | Exercisable | Price | |||||||||||||||||
31-Mar-15 | 703,034 | 8.6 | $ | 2.98 | 117,717 | $ | 3.85 | ||||||||||||||
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 $18,719 in equity-based compensation expenses during the three months ended March 31, 2015. There were $233,596 of total unrecognized compensation cost with a remaining vesting period of 3.19 years and $965,890 in intrinsic value of outstanding and vested stock options as of March 31, 2015. | |||||||||||||||||||||
Fair_Value
Fair Value | 3 Months Ended | |
Mar. 31, 2015 | ||
Fair Value Disclosures [Abstract] | ||
Fair Value | NOTE 10 FAIR VALUE | |
FASB ASC 820 defines fair value, establishes a framework for measuring fair value under GAAP and enhances disclosures about fair value measurements. Fair value is defined under FASB ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under FASB ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, with the first two inputs considered observable and the last input considered unobservable, that may be used to measure fair value as follows: | ||
· | Level one — Quoted market prices in active markets for identical assets or liabilities; | |
· | Level two — Inputs other than level one inputs that are either directly or indirectly observable; and | |
· | Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. | |
Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company issued certain warrants to purchase common stock that qualify as derivative liabilities and are therefore required to be recorded at fair value measured at the transaction date and again at each reporting period end. The fair value of the warrants was determined using estimates and assumptions that are not readily available in public markets and the Company has designated this liability as Level 3. The assumptions used for the fair value calculation as well as the changes in the value of the warrant liability are shown in NOTE 8 WARRANTS. | ||
Legal_Proceedings
Legal Proceedings | 3 Months Ended |
Mar. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal Proceedings | NOTE 11 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. | |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | |
NOTE 12 SUBSEQUENT EVENTS | |
In April 2015, the Company extended the due date on the $500,000 note agreement with Spring Forth Investments, LLC. The due date was extended to July 18, 2016, by giving notice and paying an extension fee of $10,000. | |
In April 2015, the Company paid off the $250,000 note agreement with Spring Forth Investments, LLC including interest of $4,192 and a termination fee of $12,500. | |
In April and May 2015, the Company issued 785,407 shares of common stock and 785,407 Series B Warrants as the result of the exercise of 785,407 Series A Warrants for proceeds of $1,727,895 or $2.20 per share. | |
In April and May 2015, the Company issued 533,353 shares of common stock as the result of the cashless exercise of 483,643 shares of Class A Warrants and 324,889 shares of Class B Warrants. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
These condensed unaudited financial statements have been prepared to reflect the financial position, results of operations and cash flows of the Company as of March 31, 2015 and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. The accompanying condensed financial statements and notes are unaudited. In management’s opinion, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements for the year ended December 31, 2014 and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2015 and its results of operations and cash flows for the three months ended March 31, 2015 and 2014. The results for the three months ended March 31, 2015 are not necessarily indicative of the results expected for the full fiscal year or any other interim period. | |
Loss per Common Share | Loss per Common Share |
Basic loss per share (“EPS”) is computed by dividing net loss (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 three months ended March 31, 2015 and 2014, the potentially dilutive shares are anti-dilutive and are thus not added into the loss per share calculations. As of March 31, 2015 and 2014, there were 38,838,974 and 2,665,084 potentially dilutive shares, respectively. | |
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 shares, options, warrants and per share amounts for all periods presented in these financial statements have been adjusted retroactively to reflect the reverse stock split. | |
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 (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle is that a company should recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, and shall be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is evaluating the potential impact of this adoption on its consolidated financial statements. | |
In August 2014, the FASB issued ASU No. 2014-15 Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern, which 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. The update is effective for annual periods ending after December 15, 2016, and interim periods thereafter. Early adoption is permitted. The impact on the Company’s financial statements of adopting ASU 2014-15 is currently being assessed by management. |
Notes_Payable_Tables
Notes Payable (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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 March 31, 2015 and December 31, 2014: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Note payable, 15.2% interest, monthly payments of | $ | 13,555 | $ | 16,938 | |||||
$1,328, due February 6, 2016, secured by | |||||||||
equipment. | |||||||||
Note payable, 10.0% interest, monthly payments of | 30,163 | 38,749 | |||||||
$3,161, due January 1, 2016, secured by | |||||||||
equipment. | |||||||||
Total notes payable | 43,718 | 55,687 | |||||||
Less: current portion of notes payable | (43,718 | ) | (49,994 | ) | |||||
Long term portion of notes payable | $ | - | $ | 5,693 | |||||
Warrants_Tables
Warrants (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Summary of Common Stock Warrant Activity | The following table summarizes the common stock warrant activity during the three months ended March 31, 2015: | ||||||||||||
Weighted | |||||||||||||
Average | |||||||||||||
Weighted | Remainder | ||||||||||||
Common | Average | Contractual | |||||||||||
Stock | Exercise | Term in | |||||||||||
Warrants | Price | Years | |||||||||||
As of March 31, 2015: | |||||||||||||
Warrants Outstanding as of January 1, 2015 | 5,447,940 | $ | 4.17 | 4.9 | |||||||||
Granted | 21,832,000 | $ | 2.56 | 4.9 | |||||||||
Exercised | (40,000 | ) | $ | 2.2 | — | ||||||||
Expired | — | — | — | ||||||||||
Warrants outstanding as of March 31, 2015 | 27,239,940 | $ | 2.43 | 4.9 | |||||||||
Summary of Changes in the Value of the Warrant Liability | The following summarizes the change in the value of the warrant liability during the three months ended March 31, 2015: | ||||||||||||
Balance at December 31, 2014 | $ | 9,998,636 | |||||||||||
Issuance of warrants | 54,437,111 | ||||||||||||
Exercise of warrants | (45,861 | ) | |||||||||||
Change in fair value of warrant liability | 34,301,799 | ||||||||||||
Balance at March 31, 2015 | $ | 98,691,685 | |||||||||||
Warrant | |||||||||||||
Assumptions used in Calculating Fair Value of Warrants Granted | The following are the assumptions used in the Black-Scholes method for calculating the fair value of the warrants that are considered derivative liabilities at March 31, 2015: | ||||||||||||
Fair Market Value | $ | 3.9 | |||||||||||
Exercise Price | $0.20 - $8.75 | ||||||||||||
Risk Free Rate | 1.37% - 1.54% | ||||||||||||
Dividend Yield | 0 | % | |||||||||||
Expected Volatility | 140.54% - 142.06% | ||||||||||||
Contractual Term | 0.53 - 6.34 years | ||||||||||||
Employee_Stock_Options_Tables
Employee Stock Options (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||||||
Summary of Stock Option Activity | The following table summarizes the Company’s total option activity for the three months ended March 31, 2015: | ||||||||||||||||||||
Weighted | |||||||||||||||||||||
Average | |||||||||||||||||||||
Weighted | Remaining | ||||||||||||||||||||
Average | Contractual | ||||||||||||||||||||
Exercise | Term in | ||||||||||||||||||||
Options | Price | Years | |||||||||||||||||||
As of March 31, 2015: | |||||||||||||||||||||
Options outstanding as of January 1, 2015 | 703,034 | $ | 2.98 | 8.8 | |||||||||||||||||
Granted | — | — | — | ||||||||||||||||||
Exercised | — | — | — | ||||||||||||||||||
Cancelled | — | — | — | ||||||||||||||||||
Options outstanding as of March 31, 2015 | 703,034 | $ | 2.98 | 8.6 | |||||||||||||||||
Summary of Stock Options Outstanding and Exercisable | Outstanding and exercisable stock options as of March 31, 2015 are as follows: | ||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||
Number of | Remaining | Number of | |||||||||||||||||||
Options | Life | Exercise | Options | Exercise | |||||||||||||||||
Outstanding | (Years) | Price | Exercisable | Price | |||||||||||||||||
31-Mar-15 | 703,034 | 8.6 | $ | 2.98 | 117,717 | $ | 3.85 | ||||||||||||||
Description_of_Business_Additi
Description of Business - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2015 | |
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_Account2
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 0 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Sep. 05, 2014 | |
Accounting Policies [Line Items] | |||
Dilutive shares excluded from computation of earnings per share | 38,838,974 | 2,665,084 | |
Common Stock | |||
Accounting Policies [Line Items] | |||
Reverse stock split ratio | 0.005 |
Going_Concern_Additional_Infor
Going Concern - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Liquidity Disclosure Going Concern [Abstract] | |||||
Net loss | ($71,173,625) | ($2,741,913) | ($21,700,000) | ||
Accumulated deficit | -135,178,321 | -135,178,321 | -64,004,696 | ||
Cash | 20,588,361 | 20,588,361 | 149,145 | 2,017,823 | 1,211,423 |
Working capital | 16,800,000 | 16,800,000 | |||
Proceeds from issuance of preferred stock | $21,700,000 | $366,250 |
Notes_Payable_Summary_of_Purch
Notes Payable - Summary of Purchased Certain Machinery and Equipment under Two Note Payable Agreements (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Total notes payable | $43,718 | $55,687 |
Less: current portion of notes payable | -43,718 | -49,994 |
Long term portion of notes payable | 5,693 | |
Note Payable, 15.2% Interest | ||
Debt Instrument [Line Items] | ||
Total notes payable | 13,555 | 16,938 |
Note Payable, 10.0% Interest | ||
Debt Instrument [Line Items] | ||
Total notes payable | $30,163 | $38,749 |
Notes_Payable_Summary_of_Purch1
Notes Payable - Summary of Purchased Certain Machinery and Equipment under Two Note Payable Agreements (Parenthetical) (Detail) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
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 $) | 3 Months Ended | 1 Months Ended | |||
Mar. 31, 2015 | Feb. 28, 2015 | Jul. 31, 2014 | Apr. 30, 2015 | Dec. 31, 2014 | |
Loan Agreement | |||||
Related Party Transaction [Line Items] | |||||
Note agreement amount | 250,000 | ||||
Notes payable, interest rate | 12.00% | ||||
Note 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 | ||||
Termination fee, percentage | 5.00% | ||||
Loan Agreement | Date of the loan agreement | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument, maturity term | 90 days | ||||
Loan Agreement | After the closing of a registered public offering of securities | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument, maturity term | 5 days | ||||
Subsequent Event | |||||
Related Party Transaction [Line Items] | |||||
Note agreement amount | 500,000 | ||||
Note extension fee amount | 10,000 | ||||
Class A Warrant | |||||
Related Party Transaction [Line Items] | |||||
Preferred units issued as consideration, warrants price per share | $4.92 | ||||
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 | ||||
Maturity date of notes | 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 | $0.03 | ||||
Notes payable - related party, discount | 33,333 | ||||
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 | Subsequent Event | |||||
Related Party Transaction [Line Items] | |||||
Note maturity date description | the Company extended the due date of the note to July 18, 2016 by giving notice | ||||
Note extension fee amount | $10,000 | ||||
Maturity date of notes | 18-Jul-16 | ||||
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 | 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 | ||||
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 | $0.20 |
Preferred_Stock_Additional_Inf
Preferred Stock - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | |
Class Of Stock [Line Items] | |||
Preferred shares issued, price per share | $8.80 | $8.80 | |
Proceeds from issuance of preferred stock | $21,700,000 | $366,250 | |
Preferred unit description | Each unit consists of one share of our Series E Convertible Preferred Stock and eight Series C Warrants (the bUnitsb). | ||
Number of trading days | 20 days | ||
Convertible Preferred Stock Terms Of Conversion | The shares of Series E Convertible Preferred Stock and the Series C Warrants will automatically separate on August 25, 2015. However, the shares of Series E Convertible Preferred Stock and the Series C Warrants will separate prior to August 25, 2015 if at any time after 30 days from February 25, 2015 the closing price of our common stock is greater than $4.00 per share for 20 consecutive trading days (the bSeparation Trigger Dateb). We refer to this separation herein as Early Separation. In the event of Early Separation, the shares of Series E Convertible Preferred Stock and the Series C Warrants will become separable 15 days after the Separation Trigger Date. | ||
Common Stock | |||
Class Of Stock [Line Items] | |||
Conversion of convertible preferred shares | 4 | 4 | |
Minimum | Common Stock | |||
Class Of Stock [Line Items] | |||
Closing price of common stock | $4 | $4 | |
Series C Warrant | |||
Class Of Stock [Line Items] | |||
Number of shares included in preferred unit | 8 | 8 | |
Convertible Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, sold | 2,724,000 | ||
Series E Convertible Preferred Stock | |||
Class Of Stock [Line Items] | |||
Number of shares included in preferred unit | 1 | 1 | |
Convertible Preferred Stock Terms Of Conversion | Each share of Series E Convertible Preferred Stock is convertible at the option of the holder into four common shares upon the earlier of (i) August 25, 2015, or (ii) 15 days after the Separation Trigger Date in the event of Early Separation. | ||
Preferred stock, voting rights | The Series E Convertible Preferred Stock has no voting rights | ||
Convertible preferred stock liquidation terms | The Series E Convertible Preferred Stock also has no liquidation rights or preemption rights, and there are no special classifications of our Board of Directors related to the Series E Convertible Preferred Stock. |
Common_Stock_Additional_Inform
Common Stock - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Class Of Stock [Line Items] | |||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Common stock, par value | $0.00 | $0.00 | $0.00 |
Common stock, shares issued | 5,126,458 | 5,126,458 | 5,086,458 |
Common stock, shares outstanding | 5,126,458 | 5,126,458 | 5,086,458 |
Series A Warrant | |||
Class Of Stock [Line Items] | |||
Common shares issued upon exercise of warrants | 40,000 | ||
Warrants exercised | 40,000 | 40,000 | |
Proceeds from exercise of warrants | $88,000 | ||
Preferred units issued as consideration, warrants price per share | $2.20 | $2.20 | $7 |
Series B Warrant | |||
Class Of Stock [Line Items] | |||
Preferred units issued as consideration, warrants price per share | $8.75 | $8.75 | |
Warrants issued | 40,000 | 40,000 |
Warrants_Additional_Informatio
Warrants - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Class Of Warrant Or Right [Line Items] | |||
Proceeds from exercise of warrants | $88,000 | ||
New Exercise Price | $2.20 | $2.20 | |
Common Stock Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 27,239,940 | 27,239,940 | 5,447,940 |
Weighted Average Exercise Price, Granted | $2.56 | ||
Warrants Weighted Average Remainder Contractual Terms Granted | 4 years 10 months 24 days | ||
Warrants exercised | 40,000 | ||
Class of warrant or right Exercised in period weighted average exercise price | $2.20 | ||
Weighted Average Exercise Price | $2.43 | $2.43 | $4.17 |
Class A Warrant | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 2,041,239 | 2,041,239 | |
Weighted Average Exercise Price | $4.92 | ||
Class B Warrant | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 1,645,845 | 1,645,845 | |
Series A Warrant | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 1,282,500 | 1,282,500 | |
Warrants exercised | 40,000 | 40,000 | |
Class of warrant or right Exercised in period weighted average exercise price | $2.20 | ||
Proceeds from exercise of warrants | 88,000 | ||
Weighted Average Exercise Price | $2.20 | $2.20 | $7 |
Series B Warrant | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 40,000 | 40,000 | |
Warrants issued | 40,000 | 40,000 | |
Weighted Average Exercise Price | $8.75 | $8.75 | |
Weighted Average Remainder Contractual Term in Years, Exercised | 6 years | ||
Series C Warrant | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 21,792,000 | 21,792,000 | |
Warrants issued | 21,792,000 | 21,792,000 | |
Weighted Average Exercise Price, Granted | $2.55 | ||
Warrants expire period | 25-Feb-20 | ||
Issuance of common stock upon exercise of warrants under cashless exercise provision | 17,774,720 | 17,774,720 | |
Payable on exercise of warrants under cashless exercise provision | $48,500,000 | $48,500,000 | |
Common Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 438,356 | 438,356 | |
Weighted Average Exercise Price | $5 | ||
Common Warrant Derivative Liability | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 5,045,584 | 5,045,584 |
Warrants_Common_Stock_Warrants
Warrants - Common Stock Warrants Activity (Detail) (Common Stock Warrants, USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Common Stock Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants, Beginning Balance | 5,447,940 | |
Warrants Granted | 21,832,000 | |
Warrants Exercised | -40,000 | |
Warrants, Ending Balance | 27,239,940 | 5,447,940 |
Weighted Average Exercise Price, Warrants Outstanding Beginning Balance | $4.17 | |
Weighted Average Exercise Price, Granted | $2.56 | |
Weighted Average Exercise Price, Exercised | $2.20 | |
Weighted Average Exercise Price, Warrants Outstanding Ending Balance | $2.43 | $4.17 |
Weighted Average Remainder Contractual Term in Years, Warrants Outstanding | 4 years 10 months 24 days | 4 years 10 months 24 days |
Warrants Weighted Average Remainder Contractual Terms Granted | 4 years 10 months 24 days |
Warrants_BlackScholesMerton_Op
Warrants - Black-Scholes-Merton Option Pricing Model (Detail) (Warrant, USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Class Of Warrant Or Right [Line Items] | |
Fair Market Value | $3.90 |
Dividend Yield | 0.00% |
Minimum | |
Class Of Warrant Or Right [Line Items] | |
Exercise Price | $0.20 |
Risk Free Rate | 1.37% |
Expected Volatility | 140.54% |
Contractual Term | 6 months 11 days |
Maximum | |
Class Of Warrant Or Right [Line Items] | |
Exercise Price | $8.75 |
Risk Free Rate | 1.54% |
Expected Volatility | 142.06% |
Contractual Term | 6 years 4 months 2 days |
Warrants_Summary_of_Change_in_
Warrants - Summary of Change in the Value of the Warrant Liability (Detail) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Class Of Warrant Or Right [Line Items] | |
Balance at beginning of period | $9,998,636 |
Change in fair value of warrant liability | 66,994,149 |
Balance at end of period | 98,691,685 |
Common Stock Warrants | |
Class Of Warrant Or Right [Line Items] | |
Balance at beginning of period | 9,998,636 |
Issuance of warrants | 54,437,111 |
Exercise of warrants | -45,861 |
Change in fair value of warrant liability | 34,301,799 |
Balance at end of period | $98,691,685 |
Employee_Stock_Options_Additio
Employee Stock Options - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of stock options, outstanding | 703,034 | 703,034 |
Equity based compensation expense | $18,719 | |
Unrecognized compensation cost related to stock option | 233,596 | |
Remaining vesting period of stock option | 3 years 2 months 9 days | |
Intrinsic value of outstanding and vested stock options | $965,890 | |
Employee Stock Option | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of stock options, outstanding | 703,034 | |
Stock options, maturity period | 10 years | |
Number of stock based compensation plans | 3 | |
Employee Stock Option | Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock options, vesting period | 3 years | |
Employee Stock Option | Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock options, vesting period | 4 years |
Employee_Stock_Options_Summary
Employee Stock Options - Summary of Stock Option Activity (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Options outstanding, Beginning balance | 703,034 | |
Options outstanding, Ending Balance | 703,034 | 703,034 |
Weighted Average Exercise Price Outstanding, Beginning Balance | $2.98 | |
Weighted Average Exercise Price, Outstanding Ending Balance | $2.98 | $2.98 |
Weighted Average Remainder Contractual Terms Outstanding Beginning | 8 years 7 months 6 days | 8 years 9 months 18 days |
Employee_Stock_Options_Summary1
Employee Stock Options - Summary of Stock Options Outstanding and Exercisable (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Options Outstanding | 703,034 | 703,034 |
Weighted Average Remainder Contractual Terms Outstanding Beginning | 8 years 7 months 6 days | 8 years 9 months 18 days |
Options Outstanding, Exercise Price | $2.98 | |
Number of Options Exercisable | 117,717 | |
Options Exercisable, Exercise Price | $3.85 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 3 Months Ended | 1 Months Ended | 2 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2015 | Apr. 30, 2015 | 31-May-15 | Dec. 31, 2014 | |
Subsequent Event [Line Items] | |||||
Proceeds from exercise of warrants | $88,000 | ||||
Series A Warrant | |||||
Subsequent Event [Line Items] | |||||
Common shares issued upon exercise of warrants | 40,000 | ||||
Warrants exercised | 40,000 | 40,000 | |||
Proceeds from exercise of warrants | 88,000 | ||||
Weighted Average Exercise Price | $2.20 | $2.20 | $7 | ||
Series B Warrant | |||||
Subsequent Event [Line Items] | |||||
Warrants issued | 40,000 | 40,000 | |||
Weighted Average Exercise Price | $8.75 | $8.75 | |||
Class A Warrant | |||||
Subsequent Event [Line Items] | |||||
Weighted Average Exercise Price | $4.92 | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Note agreement amount | 500,000 | ||||
Extended maturity date of note | 18-Jul-16 | ||||
Note extension fee amount | 10,000 | ||||
Common shares issued upon cash less exercise of warrants | 533,353 | ||||
Subsequent Event | Series A Warrant | |||||
Subsequent Event [Line Items] | |||||
Common shares issued upon exercise of warrants | 785,407 | ||||
Warrants exercised | 785,407 | ||||
Proceeds from exercise of warrants | 1,727,895 | ||||
Weighted Average Exercise Price | 2.2 | ||||
Subsequent Event | Series B Warrant | |||||
Subsequent Event [Line Items] | |||||
Warrants issued | 785,407 | ||||
Subsequent Event | Class A Warrant | |||||
Subsequent Event [Line Items] | |||||
Cash less exercise of warrants | 483,643 | ||||
Subsequent Event | Class B Warrant | |||||
Subsequent Event [Line Items] | |||||
Cash less exercise of warrants | 324,889 | ||||
Subsequent Event | Spring Forth Investments, LLC | |||||
Subsequent Event [Line Items] | |||||
Note amount paid off | 250,000 | ||||
Notes payable, interest rate | 4,192 | ||||
Termination Fee | $12,500 |