Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 17, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | GBSN | ||
Entity Registrant Name | Great Basin Scientific, Inc. | ||
Entity Central Index Key | 1,512,138 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 1,485,904,493 | ||
Entity Public Float | $ 12.6 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 1,014,255 | $ 4,787,759 |
Restricted cash | 47,066,313 | 13,800,000 |
Accounts receivable, net | 479,394 | 411,390 |
Inventory | 1,421,572 | 1,133,142 |
Prepaid and other current assets | 950,694 | 564,910 |
Total current assets | 50,932,228 | 20,697,201 |
Restricted cash, net of current portion | 12,344,039 | |
Intangible assets, net | 42,586 | 119,171 |
Property and equipment, net | 10,078,484 | 7,741,991 |
Total assets | 73,397,337 | 28,558,363 |
Current liabilities: | ||
Accounts payable | 3,855,997 | 2,432,459 |
Accrued expenses | 6,275,808 | 1,313,149 |
Current portion of notes payable | 5,693 | |
Current portion of convertible notes payable | 60,000,000 | 16,575,000 |
Notes payable - related party | 500,000 | 500,000 |
Current portion of capital lease obligations | 865,049 | 1,305,426 |
Total current liabilities | 71,496,854 | 22,131,727 |
Convertible notes payable, net of current portion and debt discount | 15,000,000 | 2,177,657 |
Capital lease obligations, net of current portion | 55,912 | 851,410 |
Derivative liability, net of current portion | 36,344,180 | 26,592,532 |
Series F convertible preferred stock | 5,655,006 | |
Other long term liabilities | 831,678 | |
Total liabilities | 129,383,630 | 51,753,326 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Preferred stock, $.001 par value, 5,000,000 shares authorized; Series E convertible preferred stock; 74,380 and 2,860,200 shares authorized, respectively; 74,380 and 88,347 shares issued and outstanding, respectively | 74 | 88 |
Common stock, $.0001 par value: 1,500,000,000 and 200,000,000 shares authorized; 764,690 and 489 shares issued and outstanding, respectively | 76 | |
Additional paid-in capital | 155,065,690 | 98,708,814 |
Accumulated deficit | (211,052,133) | (121,903,865) |
Total stockholders' deficit | (55,986,293) | (23,194,963) |
Total liabilities and stockholders' deficit | $ 73,397,337 | $ 28,558,363 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 28, 2016 | Nov. 02, 2016 | Nov. 01, 2016 | Dec. 31, 2015 | Dec. 11, 2015 |
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 | 200,000,000 | |||
Common stock, shares issued | 764,690 | 489 | ||||
Common stock, shares outstanding | 764,690 | 489 | ||||
Series E Convertible Preferred Stock | ||||||
Preferred stock, shares authorized | 74,380 | 74,380 | 2,860,200 | 2,860,200 | ||
Preferred stock, shares issued | 74,380 | 74,380 | 88,347 | |||
Preferred Stock, Shares Outstanding | 74,380 | 74,380 | 88,347 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenues | $ 3,048,126 | $ 2,142,040 |
Cost of sales | 8,061,382 | 4,813,415 |
Gross loss | (5,013,256) | (2,671,375) |
Operating expenses: | ||
Research and development | 13,406,370 | 8,485,668 |
Selling and marketing | 6,859,323 | 5,007,320 |
General and administrative | 8,801,997 | 6,241,433 |
Total operating expenses | 29,067,690 | 19,734,421 |
Loss from operations | (34,080,946) | (22,405,796) |
Other income (expense): | ||
Interest expense | (167,466,170) | (11,757,445) |
Interest income | 7,399 | 18,193 |
Gain (loss) on exchange and issuance of warrants | 3,374,752 | (4,038,063) |
Loss on extinguishment of debt | (24,172,736) | |
Change in fair value liabilities | 133,191,183 | (19,714,808) |
Total other income (expense) | (55,065,572) | (35,492,123) |
Loss before provision for income taxes | (89,146,518) | (57,897,919) |
Provision for income taxes | (1,750) | (1,250) |
Net loss | $ (89,148,268) | $ (57,899,169) |
Net loss per common share - basic and diluted | $ (798.17) | $ (121,636.91) |
Weighted average common shares - basic and diluted | 111,691 | 476 |
STATEMENTS OF STOCKHOLDERS' DEF
STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Total | Convertible Note | Series A Warrants | Series C Warrant | Series A and B Warrants | Series E Warrant | Series G Warrant | Preferred Stock, Shares | Preferred Stock, SharesConvertible Note | Preferred Stock, SharesSeries A Warrants | Preferred Stock, SharesSeries C Warrant | Preferred Stock, SharesSeries A and B Warrants | Preferred Stock, SharesSeries E Warrant | Preferred Stock, SharesSeries G Warrant | Common Stock, Shares | Common Stock, SharesConvertible Note | Common Stock, SharesSeries A Warrants | Common Stock, SharesSeries C Warrant | Common Stock, SharesSeries A and B Warrants | Common Stock, SharesSeries E Warrant | Common Stock, SharesSeries G Warrant | Additional Paid-In Capital | Additional Paid-In CapitalConvertible Note | Additional Paid-In CapitalSeries A Warrants | Additional Paid-In CapitalSeries C Warrant | Additional Paid-In CapitalSeries A and B Warrants | Additional Paid-In CapitalSeries E Warrant | Additional Paid-In CapitalSeries G Warrant | Accumulated Deficit | Accumulated DeficitConvertible Note | Accumulated DeficitSeries A Warrants | Accumulated DeficitSeries C Warrant | Accumulated DeficitSeries A and B Warrants | Accumulated DeficitSeries E Warrant | Accumulated DeficitSeries G Warrant |
Beginning balance, value at Dec. 31, 2014 | $ (8,008,550) | $ 0 | $ 0 | $ 55,996,146 | $ (64,004,696) | ||||||||||||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2014 | 0 | 474 | |||||||||||||||||||||||||||||||||
Issuance of stock and warrants | 57,213 | $ 2,724 | $ 0 | 54,489 | 0 | ||||||||||||||||||||||||||||||
Issuance of stock and warrants (in shares) | 118,000 | 2,724,000 | 0 | ||||||||||||||||||||||||||||||||
Exercise of common stock warrants | $ 2,252,020 | $ 979,200 | $ 0 | $ 0 | $ 0 | $ 0 | $ 2,252,020 | $ 979,200 | $ 0 | $ 0 | |||||||||||||||||||||||||
Exercise of common stock warrants (in shares) | 0 | 1 | |||||||||||||||||||||||||||||||||
Cash exercise of unit purchase option | 162,250 | $ 15 | $ 0 | 162,235 | 0 | ||||||||||||||||||||||||||||||
Cash exercise of unit purchase option(in shares) | 14,750 | 0 | |||||||||||||||||||||||||||||||||
Cashless exercise of warrants | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||||
Cashless exercise of warrants (in shares) | 0 | 0 | 12 | 1 | |||||||||||||||||||||||||||||||
Employee stock option expense | 110,124 | $ 0 | $ 0 | 110,124 | 0 | ||||||||||||||||||||||||||||||
Conversion of preferred stock/convertible note into common stock | 0 | $ (2,651) | $ 0 | 2,651 | 0 | ||||||||||||||||||||||||||||||
Conversion of preferred stock/convertible note into common stock (in shares) | (2,650,403) | 1 | |||||||||||||||||||||||||||||||||
Derivative liability on warrants issued and exercised | 39,151,949 | $ 0 | $ 0 | 39,151,949 | 0 | ||||||||||||||||||||||||||||||
Net loss year to date | (57,899,169) | 0 | 0 | 0 | (57,899,169) | ||||||||||||||||||||||||||||||
Ending balance, value at Dec. 31, 2015 | (23,194,963) | $ 88 | $ 0 | 98,708,814 | (121,903,865) | ||||||||||||||||||||||||||||||
Ending balance, shares at Dec. 31, 2015 | 88,347 | 489 | |||||||||||||||||||||||||||||||||
Issuance of stock and warrants | 428 | $ 0 | $ 0 | 428 | 0 | ||||||||||||||||||||||||||||||
Issuance of stock and warrants (in shares) | 0 | 210 | 1 | ||||||||||||||||||||||||||||||||
Exchange of Series E warrants for common stock | $ 2,659,155 | $ 0 | $ 0 | $ 2,659,155 | $ 0 | ||||||||||||||||||||||||||||||
Exchange of Series E warrants for common stock (in shares) | 28 | ||||||||||||||||||||||||||||||||||
Exercise of common stock warrants | $ 113,900 | $ 0 | $ 0 | $ 113,900 | $ 0 | ||||||||||||||||||||||||||||||
Exercise of common stock warrants (in shares) | 0 | 4 | |||||||||||||||||||||||||||||||||
Cash exercise of unit purchase option | 1,335,950 | $ 122 | $ 0 | 1,335,828 | 0 | ||||||||||||||||||||||||||||||
Cash exercise of unit purchase option(in shares) | 64 | 121,450 | 0 | ||||||||||||||||||||||||||||||||
Cashless exercise of Series C warrants settled in stock | 0 | 0 | 79 | 0 | 0 | ||||||||||||||||||||||||||||||
Cashless exercise of Series C warrants settled in cash | $ (314,879) | $ 0 | $ 0 | $ (314,879) | $ 0 | ||||||||||||||||||||||||||||||
Employee stock option expense | 136,060 | $ 0 | $ 0 | 136,060 | 0 | ||||||||||||||||||||||||||||||
Exchange of convertible note for preferred stock | 3,144,000 | $ 2 | $ 0 | 3,143,998 | 0 | ||||||||||||||||||||||||||||||
Exchange of convertible note for preferred stock (in shares) | 2,096 | 0 | |||||||||||||||||||||||||||||||||
Conversion of preferred stock/convertible note into common stock | 147,900 | $ 36,631,148 | $ (138) | $ 0 | $ 44 | $ 32 | 147,994 | $ 36,631,116 | 0 | $ 0 | |||||||||||||||||||||||||
Conversion of preferred stock/convertible note into common stock (in shares) | (137,513) | 438,759 | 325,121 | ||||||||||||||||||||||||||||||||
Derivative liability on warrants issued and exercised | 12,503,276 | $ 0 | $ 0 | 12,503,276 | 0 | ||||||||||||||||||||||||||||||
Net loss year to date | (89,148,268) | 0 | 0 | 0 | (89,148,268) | ||||||||||||||||||||||||||||||
Ending balance, value at Dec. 31, 2016 | $ (55,986,293) | $ 74 | $ 76 | $ 155,065,690 | $ (211,052,133) | ||||||||||||||||||||||||||||||
Ending balance, shares at Dec. 31, 2016 | 74,380 | 764,690 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (89,148,268) | $ (57,899,169) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,634,372 | 1,612,086 |
Bad debt expense | 12,702 | 0 |
Change in fair value liabilities | (133,191,183) | 19,714,808 |
Loss on issuance of convertible note as interest | 119,185,886 | 10,594,182 |
Loss on extinguishment of debt | 24,172,736 | |
Net gain on exchange and issuance of warrants | (3,374,752) | 4,038,063 |
Employee stock compensation | 136,060 | 110,124 |
Warrant issuance and modifications | 612,006 | |
Debt discount amortization | 46,529,237 | 122,050 |
Changes in operating assets and liabilities: | ||
Increase in accounts receivable | (80,706) | (143,905) |
Increase in inventory | (288,430) | (676,048) |
Increase in prepaid and other assets | (385,784) | (56,797) |
Increase in accounts payable | 879,403 | 602,056 |
Increase in accrued liabilities | 1,264,337 | 700,790 |
Net cash used in operating activities | (31,654,390) | (20,669,754) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (1,161,125) | (1,566,044) |
Construction of analyzer instruments | (3,211,755) | (3,226,943) |
Net cash used in investing activities | (4,372,880) | (4,792,987) |
Cash flows from financing activities: | ||
Proceeds from exercise of warrants | 1,449,850 | 3,161,220 |
Proceeds from issuance of convertible notes payable | 5,407,772 | 4,135,000 |
Proceeds from follow-on offering | 10,631,377 | 21,933,874 |
Proceeds from issuance of notes payable - related party | 250,000 | |
Proceeds from release of restricted cash | 16,396,214 | |
Payment of cash settlement for warrant exercises | (314,879) | |
Principal payments of capital leases | (1,310,875) | (947,423) |
Principal payments of notes payable | (5,693) | (49,994) |
Principal payments of notes payable -related party | (250,000) | |
Net cash provided by financing activities | 32,253,766 | 28,232,677 |
Net increase (decrease) in cash | (3,773,504) | 2,769,936 |
Cash, beginning of the period | 4,787,759 | 2,017,823 |
Cash, end of the period | 1,014,255 | 4,787,759 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 1,778,831 | 1,055,255 |
Income taxes paid | 1,750 | 1,250 |
Supplemental schedule of non-cash investing and financing activities: | ||
Conversion of preferred stock to common stock | 36 | 2,651 |
Conversion of note payable to preferred stock | 3,144,000 | |
Assets acquired through capital leases | 80,138 | |
Offering costs incurred but unpaid | 281,188 | 235,020 |
Property and equipment included in accounts payable | 446,400 | 226,214 |
Cashless exercise of warrants | 1,011 | |
Change in derivative liability from exercised and issued warrants and convertible notes | $ 12,503,276 | $ 54,883,264 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2016 | |
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 the development and commercialization of its patented, molecular diagnostic platform designed to test for infectious disease, especially hospital-acquired infections. The Company believes that laboratories in small to medium sized hospitals, those under 400 beds, are in need of simpler and more affordable molecular diagnostic testing methods. The Company markets a system that combines both affordability and ease-of-use, when compared to other commercially available molecular testing methods, which it believes will accelerate the adoption of molecular testing in small to medium sized hospitals. The system includes an analyzer, which is provided for our customers’ use without charge in the United States, and a diagnostic cartridge, which is sold to our customers. The testing platform has the capability to identify up to 64 individual targets at one time. If the test identifies one to three targets, they are referred to as low-plex tests, or tests, and if they identify four or more targets they are referred to as multi-plex panels, or panels. The Company currently has four commercially available tests, the first for clostridium difficile, or C. diff E. coli |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and reflect the financial position, results of operations and cash flows of the Company. 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 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. Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded as restricted cash on our balance sheet. On December 30, 2015, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued $22.1 million senior secured convertible notes (the “2015 Notes”) and received $18.4 million in cash proceeds. Under the terms of the 2015 Notes, at closing the Company received an initial tranche of $4.6 million for immediate use by the Company for general corporate purposes. The remaining cash proceeds of $13.8 million was restricted as of December 31, 2015 and subject to an account control agreement. The restrictions were removed and became available to the Company pursuant to the terms of the 2015 Notes at various dates throughout 2016. On July 1, 2016 th e Company entered into a Securities Purchase Agreement pursuant to which the Company issued $75 million in senior secured convertible notes (the “2016 Notes”) and received $68.0 million in cash proceeds. Under the terms of the 2016 Notes, at closing the Company received an initial tranche of $6.0 million for immediate use for general corporate purposes. The remaining cash proceeds of $62.0 million were restricted and subject to an account control agreement. The release of restrictions on cash held under the terms of the 2016 Notes depends upon the Company’s satisfaction of certain equity conditions that include the common stock listed on an eligible market, stock trading volume, share price and other requirements. 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 allowance for doubtful accounts at December 31, 2016 and 2015 was $25,169 and $16,892, 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, 2016 and 2015: December 31, 2016 2015 Raw materials $ 1,076,764 $ 758,870 Work-in-process 274,741 277,827 Finished goods 70,067 96,445 Total inventories $ 1,421,572 $ 1,133,142 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. 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, 2016 and 2015, intangible assets totaled $42,586 and $119,171 valued at cost of $600,000 less accumulated amortization of $557,414 and $480,829, respectively. The Company recorded amortization associated with these agreements of $76,585 and $97,407 for the years ended December 31, 2016 and 2015, respectively. The intangible assets will be fully amortized during the year ended December 31, 2017. 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, FDA approvals 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 Liability Instruments The Company accounts for derivative instruments under the provisions of Accounting Standards Codification (“ASC”) 815 Derivatives and Hedging. The Company accounts for other fair value liability instruments under the provisions of ASC 480 Distinguishing Liabilities from Equity. 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 internal models used to determine fair value for these Level 3 instruments use certain significant unobservable inputs and their use requires determination of relevant inputs and assumptions. Accordingly, changes in these unobservable inputs may have a significant impact on fair value. Such inputs include risk free interest rate, expected average life, expected dividend yield, and expected volatility. These Level 3 liabilities would decrease (increase) in value based upon an increase (decrease) in risk free interest rate and expected dividend yield. Conversely, the fair value of these Level 3 liabilities would generally increase (decrease) in value if the expected average life or expected volatility were to increase (decrease). 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 ASC 718 Compensation—Stock Compensation. Financial Instruments and Concentration of Credit Risk The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and convertible notes 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. The carrying amount of convertible notes payable on the balance sheet approximates fair value. 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, 2016, no one customer had over 10% of the accounts receivable balance. As of December 31, 2015, 17% of the accounts receivable balance resulted from one customer. Allowances for bad debt in the amount of $25,169 and $16,892 were recorded against accounts receivable for the years ended December 31, 2016 and 2015, respectively. Bad debt expense in the amount of $12,702 and $0 was recorded for the years ended December 31, 2016 and 2015, respectively. The Company cannot ensure that such losses will not be realized in the future. The Company’s customers consist of hospitals, clinics, laboratories and other healthcare providers in the United States, the European Union and New Zealand. For the years ended December 31, 2016 and 2015, there were no customers that accounted for more than 10% of revenues. Income Taxes The Company accounts for income taxes under Financial Accounting Standards Board (“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. The Company has incurred significant losses that have created a deferred tax asset. 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 Company has considered the facts and circumstances surrounding the future realization of the deferred tax asset and determined that a full valuation allowance should be recorded. 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, 2016 and 2015, the potentially dilutive shares are anti-dilutive and are thus not added into the loss per share calculations. As of December 31, 2016 and 2015, there were 15,912,142 and 33 potentially dilutive shares, respectively. Reverse Stock Split On December 11, 2015, the Company effected a reverse stock split of the Company’s common stock whereby each sixty shares of common stock was replaced with one share of common stock (with no fractional shares issued). The par value of the common stock was adjusted from $0.001 per share to $0.0001 per share as a result of the reverse stock split. The authorized shares of the common stock were not adjusted. On March 30, 2016, the Company effected a reverse stock split of the Company’s common stock whereby each thirty-five shares of common stock were replaced with one share of common stock (with no fractional shares issued). On September 16, 2016, the Company effected a reverse stock split of the Company’s common stock whereby each eighty shares of common stock were replaced with one share of common stock (with no fractional shares issued). The par value and the number of authorized shares of the common stock were not adjusted. On December 28, 2016, the Company effected a reverse stock split of the Company’s common stock whereby each three hundred shares of common stock were replaced with one share of common stock (with no fractional shares issued). The par value and the number of authorized shares of the common stock was not adjusted as a result of the reverse stock split. However, the number of authorized shares was increased to 1,500,000,000 as a result of an amendment to the Certificate of Incorporation. All common share and per share amounts for all periods presented in these financial statements have been adjusted retroactively to reflect these reverse stock splits. The quantity of Series E Preferred Stock and all warrants and employee and other options were not included in the reverse stock splits and their outstanding quantities have not been adjusted. However, the conversion and exchange ratios were adjusted for the effect of the reverse stock splits such that upon conversion each 50.4 million shares of Series E Preferred Stock will be converted into four shares of common stock and each 50.4 million of Class A, Class B, Series B, common warrants and options will be exercisable into one share of common stock. The Series G, Series H and 2016 Subordination Warrants conversion ratio has been adjusted such that each 24,000 of the Series G, Series H and 2016 Subordination Warrants will now be exercisable into one share of common stock. The Series D and 2015 Subordination Warrants conversion ratio was also adjusted for the effect of the reverse splits, but pursuant to the December 31, 2016 adjustment provision in the warrant agreement the conversion ratio was reset such that each one of the Series D and Subordination Warrants will be exercisable into one share of common stock. Please see NOTE 11 WARRANTS for further explanation and detail on each type of warrant. Reclassification Certain items on the 2015 Balance Sheet have been reclassified to conform to the presentation of the 2016 Balance Sheet. When a company issues convertible debt and the conversion option is bifurcated as a derivative liability, the conversion option should be combined with the debt on the company’s balance sheet. The Company combined the derivative liability of the embedded conversion feature of the 2016 Notes in the 2016 Balance Sheet presentation. Accordingly the presentation on the 2015 Balance Sheet was reclassified such that the current portion of convertible notes payable, net of discount was increased to $16,575,000 and convertible notes payable, net of current portion and debt discount was increased to $2,177,657. There was a corresponding decrease in the derivative liability in the amount of $16,588,940, and an increase in total current liabilities of $14,936,283. No other balance sheet items were impacted by this presentation correction. The Company has evaluated the effect of the incorrect presentation, both qualitatively and quantitatively, and concluded that it did not have a material impact on the 2015 financial statements. New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“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. The Company has elected to use the extended transition period provided in JOBS Act for complying with new or revised accounting standards that have different effective dates for public and private companies. The new accounting pronouncements below indicate the public company transition dates, however, the Company has not yet decided whether to early adopt these standards. In November 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) . The objective of this update is to add or clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those annual periods and is to be applied utilizing a retrospective approach. Early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . The objective of this update is to simplify several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company has adopted this standard and the effects are reflected in its financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases The Company has approximately $3 million of operating lease obligations as of December 31, 2016 (see Note 6) and upon adoption of this standard it will record a right-of-use asset and lease liability for present value of these leases. However, the statement of operations recognition of lease expenses is not expected to change from the current methodology. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory In April 2015, the FASB issued ASU No. 2015-03, Interest – Imputation of Interest, Simplifying the Presentation of Debt Issuance Cost. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, 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 to 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. In April 2016, the FASB issued ASU No. 2016-10, Identifying Performance Obligations and Licensing, which clarified various aspects of the core principle in ASU No. 2014-09 pertaining to identifying promised goods and services. In May 2016, the FASB issued ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients, which clarified certain consideration collectability requirements described in ASU No. 2014-09. In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which addressed several narrow aspects of the guidance included in ASU No. 2014-09. All four standards were originally effective for annual periods beginning after December 15, 2016, and interim periods therein, and were to be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. In August 2015, the FASB deferred the effective date of ASU 2014-09 to fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company is currently in the process of determining the impact of adoption of the provisions of ASU 2014-09, ASU 2016-10, ASU 2016-12, and ASU 2016-20 on its financial statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2016 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3 GOING CONCERN The Company’s audited 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 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, 2016 of $89.1 million and a net loss for the year ended December 31, 2015 of $57.9 million, and has an accumulated deficit of $211.1 million as of December 31, 2016. We have limited liquidity and have not yet established a stabilized source of revenue sufficient to cover operating costs and development needs. Accordingly, our continuation as a going concern is dependent upon our ability to generate greater revenue through increased sales and/or our ability to raise additional funds through the capital markets. Whether and when the Company can attain profitability and positive cash flows from operations or obtain additional financing is uncertain. The Company has been able to obtain financing in order to fund its short term working capital and development needs. In February 2016, the Company obtained financing by completing a follow-on offering for net proceeds of $5.0 million. In May 2016, holders of the 2015 Notes voluntarily agreed to remove restrictions on the Company’s use of $2.0 million previously funded to the Company and authorized the release of those funds from the restricted cash accounts of the Company. In June 2016, the Company obtained additional financing by completing another follow-on offering for net proceeds of $5.3 million. In July 2016, the Company issued the 2016 Notes and received $68.0 million in total gross proceeds, of which $5.4 million in net proceeds was immediately available to the Company and $62.0 million was placed in restricted accounts. In September, October and November 2016, holders of the 2015 Notes voluntarily agreed to remove restrictions on the Company’s use of $4.7 million, $3.5 million, and $3.6 million, respectively, of funds previously funded to the Company and authorized the release of those funds from the restricted cash accounts of the Company. In December 2016, holders of the 2016 Notes voluntarily agreed to remove restrictions on the Company’s use of $2.6 million previously funded to the Company and authorized the release of those funds from the restricted cash accounts of the Company. As of December 31, 2016, cash in the amount of $59.4 million is still being held in restricted accounts and will be released to the Company at future dates pursuant to the terms of the 2016 Notes. Subsequent to December 31, 2016 , the Company and the holders of 2016 Notes entered into an agreement, pursuant to which the Company agreed to redeem $38.9 million of the 2016 Notes held by each of the holders for an aggregate redemption price of $38.9 million, which will satisfy such redemption note in full. The Company paid the redemption price for the redemption notes from cash held in the restricted accounts of the Company. As of March 17, 2016, cash in the amount of $17.0 million is still being held in the restricted accounts. The Company will continue to seek funding through the issuance of additional equity securities or debt financing, or a combination of the two. 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. To the extent the Company raises additional funds by issuing equity securities or convertible debt, 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, 2016 | |
Property Plant And Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 PROPERTY AND EQUIPMENT Property and equipment consisted of the following at December 31, 2016 and December 31, 2015: December 31, 2016 2015 Construction in progress $ 1,544,839 $ 680,679 Analyzers 7,867,406 5,045,481 Computers and office equipment 846,482 462,441 Machinery and equipment 3,013,376 2,372,556 Leasehold improvements 494,014 393,271 Furniture and fixtures 128,210 72,618 Equipment under capital lease 2,175,476 2,148,476 16,069,803 11,175,522 Less: accumulated depreciation and amortization (5,991,319 ) (3,433,531 ) Total property and equipment, net $ 10,078,484 $ 7,741,991 The total expense for depreciation of fixed assets and amortization of leasehold improvements was $2,557,787 and $1,514,679 for the years ended December 31, 2016 and 2015, respectively. Of this amount $562,364 and $597,236 was for depreciation of equipment under capital leases for the year ended December 31, 2016 and 2015, respectively. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2016 | |
Payables And Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 5 ACCRUED EXPENSES Accrued liabilities consisted of the following as of December 31, 2016 and 2015: December 31, 2016 2015 Accrued payroll $ 1,398,288 $ 1,094,666 Royalties 167,240 75,642 Accrued interest 16,114 44,291 Accrued consulting fees 150,000 - Accrued property and use tax 756,348 10,905 Accrued placement fees on convertible notes 4,480,163 - Other 139,333 87,645 Total accrued liabilities $ 7,107,486 $ 1,313,149 |
LEASE COMMITMENTS
LEASE COMMITMENTS | 12 Months Ended |
Dec. 31, 2016 | |
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 automatically renewed for twelve additional months at the current monthly rate. As such, the Company is amortizing the capital leases over a forty-eight month period for the first agreement and a thirty-six month period for the second agreement. The Company’s obligations under the lease agreements are secured by a $3,000,000 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 14 RELATED PARTY TRANSACTIONS). The lease is accounted for as a capital lease sale-leaseback transaction in accordance with ASC 840, “Leases”. The Company has also entered into a capital lease agreement for research and development equipment valued at $75,000. The lease was entered into in July 2016 for a sixty month period with monthly payments in the amount of $1,444. Annual future minimum lease payments of capital leases for the next five years are as follows: Years ended December 31, 2017 $ 940,307 2018 17,325 2019 17,325 2020 17,325 2021 10,106 Total capital lease payments 1,002,388 Less amount representing interest (81,427 ) Total future minimum lease payments 920,961 Less current portion of capital leases (865,049 ) Long term portion of capital leases $ 55,912 Operating leases The Company leases approximately 33,000 square feet of manufacturing and lab space located in Salt Lake City, Utah pursuant to two lease agreements totaling $25,926 in base rent per month. The leases expire on April 30, 2017 and each have two options, with each option for a three-year renewal period. We also lease approximately 35,540 square feet of office space located at another location in Salt Lake City, Utah for use as our executive offices and labs. Base rent payments due under the lease are expected to be approximately $3,454,611 in the aggregate over the term of the lease of 69 months that began on December 1, 2015. The Company also leases 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 $885,602 and $323,175 for the years ended December 31, 2016 and 2015, respectively. Operating lease commitments for the next five years are as follows: Years ended December 31, 2017 $ 750,225 2018 638,985 2019 637,663 2020 636,211 2021 417,850 Total operating lease commitments $ 3,080,934 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 7 NOTES PAYABLE The Company purchased certain machinery and equipment under two note payable agreements with aggregate monthly payments of $4,489, an interest rate between 10.0% and 15.2% and a maturity of January and February 2016. The outstanding principal as of December 31, 2015 was $5,693 which was subsequently paid in 2016. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 8 CONVERTIBLE NOTES PAYABLE December 2015 Note Transaction On December 30, 2015, the Company entered into a Securities Purchase Agreement (“SPA”) with certain investors pursuant to which it agreed to issue $22.1 million in senior secured convertible notes (“2015 Notes”) and Series D Warrants (further described below). The 2015 Notes were convertible into shares of Common Stock at a conversion price that was subject to adjustment for certain dilutive events. $20 million of the notes were issued for cash proceeds totaling $18.4 million with an original issue discount in the amount of $1.6 million which is equal to sixteen (16) months of simple interest at a rate of six percent (6.0%) per annum on the aggregate principal of the 2015 Notes (assuming, that the entire aggregate original principal amount remains outstanding through the maturity date). $2.1 million of the 2015 Notes were issued to extinguish 1,050,000 outstanding Series C Warrants at an extinguish value of $2.00 per warrant. The 2015 Notes were senior secured obligations of the Company and ranked senior to all outstanding and future indebtedness of the Company. They were secured by a first priority perfected security interest (subject to permitted liens as defined in the 2015Notes) in all of the current and future assets of the Company. The 2015 Notes contained standard and customary events of default and the entire principal balance was subject to the default and redemption provisions contained in the 2015 Notes, regardless of whether or not any of the proceeds were released from the Company’s restricted accounts. In connection with the issuance of the 2015 Notes under the SPA, the Company issued Series D Warrants (the “Series D Warrants”), exercisable to acquire 8 shares of Common Stock, subject to a one time adjustment on December 31, 2016 under the terms of the Series D Warrants (see NOTE 11 WARRANTS). Each Series D Warrant is exercisable by the holder beginning six months after December 30, 2015 and continuing for a period five years thereafter. The exercise price of each Series D Warrant is subject to adjustments for certain dilutive events. Under the terms of the 2015 Notes, at closing the Company received an initial tranche of $4.6 million for immediate use for general corporate purposes. The remaining cash proceeds of $13.8 million was held in a restricted account to be released to the Company in subsequent equal tranches subject to certain equity conditions and pursuant to the terms of the 2015 Notes. As of December 31, 2016 all the funds in the restricted accounts had been released to the Company. The dilutive events that provide for the adjustment of the conversion price of the 2015 Notes and the exercise price of the Series D Warrants relate to any transaction in which the Company issues or is deemed to have issued shares of common stock for consideration per share less than the conversion price then in effect. 2015 Notes of $20 Million Issued for Cash $20 million of the 2015 Notes were issued for cash proceeds of $18.4 million with an original issue discount in the amount of $1.6 million. In addition, the Company incurred debt issuance costs in the amount of $568,685. The conversion feature in the 2015 Notes represents an embedded derivative that requires bifurcation due to the ratchet provision described above related to the conversion feature. The provisions in the Series D Warrants also require the Company to account for the warrants as derivative liabilities. The original issue discount, the fair value of the embedded conversion feature, the fair value of the Series D Warrants and the debt issuance costs are all together considered the debt discount. Any excess of the total debt discount and the face value of the convertible notes are immediately recorded to interest expense in the statement of operations. The initial fair value of the embedded conversion feature on the $20 million portion of the 2015 Notes were valued using a binomial model with Monte Carlo simulation, resulting in a fair value of $14,788,365. The initial fair value of the Series D Warrants related to the $20 million note was also valued using a binomial model with Monte Carlo simulation, resulting in a fair value of $13,637,132. The Company recorded a charge to interest expense in the amount of $10,594,182 in the statement of operations for the year ended December 31, 2015, representing the excess of the total debt discount over the face value of the convertible notes. The Company recorded a debt discount in the amount of $20 million which will be amortized over the life of the note using the effective interest method. As of December 31, 2015, $63,717 of the debt discount had been amortized to interest expense with the remainder being amortized or extinguished during 2016. 2015 Notes of $2.1 Million Issued for Series C Warrants $2.1 million of the 2015 Notes and related Series D Warrants were issued to extinguish 1,050,000 outstanding Series C Warrants. Since the Series C Warrants were derivative liabilities at the time of the transaction, the Company has accounted for this as an extinguishment of liabilities. Accordingly, all consideration issued to extinguish the liabilities were recorded at their fair value on the date of the extinguishment and the liabilities extinguished were removed at their carrying value. Since the liabilities extinguished were derivative liabilities, their carrying value is continuously adjusted to equal their fair value. The fair value of the Series C Warrants that were extinguished was calculated using the predetermined inputs to Black Scholes formula as defined in the Series C Warrant, resulting in a fair value of $2,340,240 for the extinguished warrants. The initial fair value of the embedded conversion feature on the $2.1 million portion of the 2015 Notes was valued using a binomial model with Monte Carlo simulation, resulting in a fair value of $1,865,729. The initial fair value of the Series D Warrants related to the $2.1 million note was also valued using a binomial model with Monte Carlo simulation, resulting in a fair value of $2,412,574. The host debt instrument’s fair value was deemed to be $2.1 million. The Company recorded a loss in the amount of $4,038,063 in its statement of operations for the year ended December 31, 2015, representing the excess of the consideration provided over the liability extinguished. Although the embedded conversion feature is bifurcated from the 2015 Notes for measurement purposes, the embedded derivative is combined with the 2015 Notes for presentation purposes on the balance sheet. The following table summarizes the balance sheet presentation of convertible notes outstanding at December 31, 2015: Convertible notes payable, principal $ 22,100,000 Debt discounts (19,936,283 ) Conversion feature derivative liability 16,588,940 Net convertible note payable 18,752,657 Less current portion 16,575,000 Convertible notes payable, long term $ 2,177,657 Pursuant to the terms of the 2015 Notes, the Company was to make amortization payments with respect to the 2015 Notes in twelve equal installments beginning April 29, 2016 (each, an “Installment Date”). On each installment date, assuming certain equity conditions were met, the installment payment would automatically be converted into shares of Common Stock at a conversion rate defined in the agreement. As of April 29, 2016, the Company was not able to bring a registration statement effective covering the resale of the shares of common stock issuable under the terms of the 2015 Notes and therefore did not satisfy the equity conditions under the 2015 Notes to permit settlement of installment payments through conversion into shares of common stock. The holders of the 2015 Notes deferred the three installment payments due in April 2016, May 2016 and June 2016, respectively to the installment payment with a due date of July 29, 2016. In May 2016, holders of the 2015 Notes voluntarily agreed to remove restrictions on the Company’s use of $2.0 million previously funded to the Company and authorized the release of those funds from the restricted cash accounts of the Company. During the period from July 2016 through October 2016, approximately $13.7 million of installment payments (through the conversion into 325,374 shares of common stock) were made bringing the principal note balance of the 2015 Notes down to approximately $8.4 million. During this period, holders of the 2015 Notes voluntarily agreed to remove restrictions on the Company’s use of $8.2 million previously funded to the Company and authorized the release of those funds from the restricted cash accounts of the Company. Given the conversion feature is bifurcated from the host instrument, conversions are deemed to be extinguishments for accounting purposes and accordingly, a loss on extinguishment of debt in the amount of $20,975,024 was recognized during the year ended December 31, 2016. A summary of the conversions accounted as extinguishments for the year ended December 31, 2016 is as follows: Fair value of common stock issued $ 36,631,149 Less: 2015 Note principal extinguished 13,666,887 Debt discount related to extinguished 2015 Note (3,529,806 ) Derivative liability extinguished 5,519,044 Loss on extinguishment of debt $ 20,975,024 On November 3, 2016, the Company exchanged the remaining 2015 Notes outstanding principal of approximately $8.4 million for 8,436 shares of a new class of Series F Convertible Preferred Stock (the “Series F Preferred Stock”) (see NOTE 10 COMMON AND PREFERRED STOCK). The Company accounted for this exchange as an extinguishment of debt transaction in accordance with ASC 470 which states that for extinguishments of debt, the difference between the reacquisition price and the net carrying amount of the debt being extinguished should be recognized as a gain or loss during the period in which the debt is extinguished. Since the 2015 Notes had a bifurcated embedded conversion feature, the Company considered the exchange as the extinguishment of two liabilities for accounting purposes – the host 2015 Notes and the embedded conversion feature. The 2015 Notes were considered extinguished at their carrying value of $7,160,290 calculated by subtracting the unamortized debt discount of $1,272,823 from the remaining principal amount of $8,433,113. The embedded conversion feature is a derivative liability and is carried at fair value. The fair value of the embedded conversion feature at November 3, 2016 was determined to be $1,562,998 (see NOTE 12 FAIR VALUE LIABILITIES). The reacquisition price is the fair value in the amount of $12,071,249 for Series F Preferred Stock issued in the exchange (see NOTE 10 COMMON AND PREFERRED STOCK and NOTE 12 FAIR VALUE LIABILITIES). The difference between the carrying value of the host 2015 Notes and embedded conversion feature and the fair value of the Series F Preferred Stock was $3,347,971 and recognized as a loss on extinguishment of debt during the year ended December 31, 2016 as calculated below: Fair value of Series F preferred stock issued $ 12,071,249 Less: Principal amount on 2015 Notes 8,433,113 Fair value of embedded conversion feature 1,562,988 Unamortized debt discount on 2015 Notes (1,272,823 ) Loss on extinguishment of debt $ 3,347,971 July 2016 Note Transaction On July 1, 2016, the Company entered into a Securities Purchase Agreement (“July SPA”) with certain investors pursuant to which it agreed to issue $75 million in senior secured convertible notes (“2016 Notes”) and Series H Warrants (further described below). The 2016 Notes were convertible into 1,563 shares of Common Stock at a price equal to $48,000.00 per share, subject to adjustment for certain dilutive events. The 2016 Notes were issued for cash proceeds totaling $68.0 million with an original issue discount in the amount of $7.0 million with no stated interest rate. The 2016 Notes are senior secured obligations of the Company and will rank senior to all outstanding and future indebtedness of the Company. They are secured by a first priority perfected security interest (subject to the priority interest of the 2015 Notes and permitted liens as defined in the 2016 Notes) in all of the current and future assets of the Company. The 2016 Notes contain standard and customary events of default and the entire principal balance is subject to the default and redemption provisions contained in the 2016 Notes, regardless of whether or not any of the proceeds have been released from the Company’s restricted accounts. In connection with the issuance of the 2016 Notes under the July SPA, the Company issued Series H Warrants (the “Series H Warrants”), exercisable to acquire 2,346 shares of Common Stock and Subordination Warrants (the “2016 Subordination Warrants”), exercisable to acquire 71 shares of Common Stock (see NOTE 11 WARRANTS). The Series H and 2016 Subordination Warrants become exercisable by the holder beginning six months after July 1, 2016 and continues for a period five years thereafter. The Series H and 2016 Subordination Warrants also have a provision that adjusts the exercise price upon certain dilutive events. As of December 31, 2016, pursuant to the terms of the warrant agreement, the exercise price of the Series H and 2016 Subordination Warrants are such that the exercise of 24,000 warrants with an aggregate exercise price of $6.00 will result in the issuance of one share of common stock. The Company has agreed to make amortization payments with respect to the 2016 Notes in fifteen (15) equal installments beginning January 30, 2017. On each installment date, assuming certain equity conditions are met, the installment payment shall automatically be converted into shares of Common Stock at a conversion rate defined in the agreement. Under the terms of the 2016 Notes, at closing the Company received an initial tranche of $6.0 million for immediate use for general corporate purposes. The remaining cash proceeds of $62 million are being held in restricted accounts and will be released to the Company from the restricted accounts in subsequent equal tranches subject to certain equity conditions. In December 2016, the noteholders voluntarily removed restrictions on the Company’s use of an aggregate of approximately $2.6 million previously funded to the Company and authorized the release of those funds from the restricted accounts of the Company. As of December 31, 2016, the remaining cash in the amount of $59.4 million is still being held in restricted accounts and will be released to the Company subject to certain equity conditions and the terms of the 2016 Notes. Subsequent to December 31, 2016 , the Company and the holders of 2016 Notes entered into an agreement, pursuant to which the Company agreed to redeem $38.9 million of the 2016 Notes held by each of the holders for an aggregate redemption price of $38.9 million, which will satisfy such redemption note in full. The Company paid the redemption price for the redemption notes from cash held in the restricted accounts of the Company. As of the date of the note redemption, cash in the amount of $17.0 million remained in the restricted accounts. The Company determined the conversion feature in the 2016 Notes represents an embedded derivative that requires bifurcation due to the ratchet provision described above related to the conversion feature. The provisions in the Series H and 2016 Subordination Warrants also require the Company to account for the warrants as derivative liabilities. The initial fair value of the embedded conversion feature on the 2016 Notes was valued using a binomial model with Monte Carlo simulation, resulting in a fair value of $80,599,528. The initial fair value of the Series H Warrants and 2016 Subordination Warrants was also valued using a binomial model with Monte Carlo simulation, resulting in a fair value of $101,644,520. The original issue discount, the fair value of the embedded conversion feature, the fair value of the Series H Warrants and 2016 Subordination Warrants and the debt issuance costs are all together considered the debt discount. Any excess of the total debt discount over the face value of the convertible notes are immediately recorded to interest expense in the statement of operations. The Company recorded a charge to interest expense in the amount of $119,185,886 in the statement of operations for the year ended December 31, 2016, representing the excess of the total debt discount over the face value of the convertible notes. The Company recorded a debt discount in the amount of $75.0 million which is being amortized over the life of the note using the effective interest method. For the year ended December 31, 2016, $31,395,583 of the debt discount has been amortized to interest expense. As of December 31, 2016, the 2016 Notes are convertible at the option of the holder at $6.00 per share. The Company has a conversion right related to the required installment payments where the Company can convert the installments payments (subject to a floor of $1.00) at: (a) the prevailing holder conversion price; (b) 80% of the arithmetic average of the 3 lowest volume weighted average price (VWAP) days in the prior 20 days; or (c) the weighted average value of the common stock on the trading day preceding the installment payment date. Both the conversion right of the holder and the Company is subject to a reset clause if the Company issues or sells common stock at a lower price than the applicable conversion rate at such time (not subject to the $1.00 floor). At December 31, 2016, the most advantageous conversion term is a conversion price of $1.43 which would convert the note into 52,473,973 shares of common stock. Although the embedded conversion feature is bifurcated from the 2016 Notes for measurement purposes, the embedded derivative is combined, only to extent of the face value of the note, with the 2016 Notes for presentation purposes on the balance sheet. The remaining amount of the embedded conversion feature derivative liability in the amount of $32,222,344 is included in long-term derivative liability in the balance sheet. The following table summarizes the balance sheet presentation of the 2016 Notes outstanding at December 31, 2016: Convertible notes payable, principal $ 75,000,000 Debt discounts (43,604,417 ) Conversion feature derivative liability 43,604,417 Net convertible note payable 75,000,000 Less current portion (60,000,000 ) Convertible notes payable, long term $ 15,000,000 The following summarizes by year the future principal payments on the 2016 Convertible Note as of December 31, 2016: Years ended December 31, 2017 $ 60,000,000 2018 15,000,000 Total future principal payments $ 75,000,000 |
NOTES PAYABLE-RELATED PARTY
NOTES PAYABLE-RELATED PARTY | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE-RELATED PARTY | NOTE 9 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 original maturity date for the note was July 18, 2015, which was extended by the Company to July 18, 2016 by giving notice and paying an extension fee of $10,000. It was extended again by the Company to July 18, 2017. The note pays interest at an annual rate of 20% and is paid monthly. The Company prepaid the last three months of interest for a total of $25,000 at the time of issuance of the note. The Company paid $66,667 and $100,000 in interest to Spring Forth Investments, LLC for the years ended December 31, 2016 and 2015, respectively. In February 2015, the Company entered into another loan agreement for $250,000 with Spring Forth Investments, LLC. The loan had an interest rate of twelve percent (12%) per year and matured 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. In April 2015, the Company paid off the note along with the accrued interest in the amount of $4,192 and a termination fee of $12,500. |
COMMON AND PREFERRED STOCK
COMMON AND PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
COMMON AND PREFERRED STOCK | NOTE 10 COMMON AND PREFERRED STOCK Common Stock On December 28, 2016 the Company increased the authorized shares of common stock to 1,500,000,000 at a par value of $0.0001 per share. The Company had 200,000,000 shares of common stock authorized at a par value of $0.0001 per share as of December 31, 2015. As of December 31, 2016 and 2015 there were 764,690 and 489 shares of common stock issued and outstanding, respectively. During the year ended December 31, 2015, the Company issued 1 share of common stock pursuant to the cash exercise of 1,074,082 Series A Warrants for total net proceeds of $2,252,020. In conjunction with the exercise of the Series A Warrants, 1,074,082 Series B Warrants to purchase shares of common stock were also issued. During the year ended December 31, 2015, the Company issued 1 share of common stock pursuant to the conversion of 2,650,403 shares of Series E Convertible preferred stock at a conversion ratio of 50.4 million preferred shares to 4 common shares. During the year ended December 31, 2015, the Company issued 1 share of common stock pursuant to the cashless exercise of both 508,641 Class A Warrants and 334,889 Class B Warrants. During the year ended December 31, 2015, the Company issued 12 shares of common stock pursuant to the exercise of 15,630,027 Series C Warrants. Of these, 11 shares of common stock were issued as a result of the cashless exercise of 15,246,027 Series C Warrants and 1 share of common stock was issued as a result of the cash exercise of 384,000 Series C Warrants for total net proceeds of $979,200. During the year ended December 31, 2016, the Company issued 64 shares of common stock pursuant to the cashless exercise of 5,091,815 Series C Warrants. During the year ended December 31, 2016, the Company issued 15 shares of common stock pursuant to the cash exercise of 121,540 Underwriter Unit Purchase Options at an exercise price of $11.00 per option for total proceeds of $1,335,950. Upon exercise of these options, 121,450 shares of Series E Preferred Stock were issued and immediately converted into 1 share of common stock and 972,320 Series C Warrants were issued and immediately exercised pursuant to the cashless exercise provision into 14 shares of common stock. During the year ended December 31, 2016, the Company issued 1 share of common stock pursuant to the conversion of 13,967 shares of Series E Preferred Stock (see NOTE 10 COMMON AND PREFERRED STOCK). On February 24, 2016, the Company completed a public offering of 39.2 million Units (the “February 2016 Unit Offering”) and received approximately $5.0 million of net proceeds. Pursuant to the sale of the units, the Company issued 47 shares of common stock and 58,800,000 Series E Warrants. The Series E Warrants were exercisable into 70 shares of common stock at $210,000 per share. The Series E Warrants expire six years from the date of grant, were not exercisable for one year and which exercise was subject to a shareholder vote and an increase in the number of authorized shares of common stock the Company can issue. The proceeds from this offering were not recorded as paid in capital since the fair value of the Series E Warrants were in excess of the cash received. On April 7, 2016, the Company entered into certain warrant exchange agreements (the “Exchange Agreements”), each by and between the Company and a holder of its outstanding Series E Warrants, pursuant to which the Company and each such holder agreed to exchange all outstanding Series E Warrants for shares of common stock of the Company. Pursuant to the Exchange Agreements, the Company issued 28 shares of common stock of the Company in exchange for the surrender by the holders to the Company of 58,800,000 Series E Warrants exercisable to acquire approximately 70 shares of common stock of the Company (representing an exchange ratio of one share of common stock for each 2.5 shares of common stock underlying the surrendered Series E Warrants). The surrendered Series E Warrants were immediately cancelled by the Company. On June 1, 2016, the Company completed a public offering of 3,160,000 units (the “June 2016 Unit Offering”) and received approximately $5.3 million of net proceeds. Pursuant to the sale of the units, the Company issued 163 shares of common stock and 3,160,000 Series G Warrants. The Series G Warrants were initially exercisable into 163 shares of common stock at $45,600 per share, subject to adjustments and expire five years from the date of grant. The proceeds from this offering were not recorded as paid in capital since the fair value of the Series E Warrants were in excess of the cash received. On July 11, 2016, the Company issued 4 shares of common stock pursuant to the exercise of 85,000 Series G Warrants for cash in the amount of $113,900 or $28,475 per share. During the year ended December 31, 2016, holders of the 2015 Notes submitted notices to convert payments on the 2015 Notes into shares of the Company’s common stock (the “Conversions”). In connection with the Conversions, the Company issued 325,121 shares of common stock upon the conversion of $13,666,887 principal amount of 2015 Notes at a weighted average conversion price of $42.04 per share (see NOTE 8 CONVERTIBLE NOTES PAYABLE). During the year ended December 31, 2016 the Company issued 438,759 shares of common stock for the mandatory conversion of 2,096 shares and the voluntary conversion of 480 of Series F Preferred Stock at a conversion price of $6.00 per share. The Series F Preferred Stock have a stated value of $1,000 per share. Preferred Stock The Company had 5,000,000 shares of preferred stock authorized at a par value of $0.001 per share as of December 31, 2016 and 2015. As of December 31, 2016 there are 74,380 shares of Series E Preferred Stock (recorded in equity) and 5,860 shares of Series F Preferred Stock (recorded as a liability) issued and outstanding. There were 88,347 shares of Series E Preferred Stock issued and outstanding as of December 31, 2015. 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. Series E Preferred Stock In February 2015 the Company initiated a Units Offering (the “February 2015 Units Offering”) whereby the Company sold 2,724,000 units at a price of $8.80 per unit for net proceeds of $21.8 million after deducting underwriting commissions and offering costs. Each unit consisted of one share of our Series E Convertible Preferred Stock and eight Series C Warrants (the “Units”). The original terms of the Units provided that shares of Series E Convertible Preferred Stock and the Series C Warrants would automatically separate on August 25, 2015. In June 2015, the terms of the Series E Convertible Preferred Stock and Series C Warrants were each modified to allow for an optional early separation and conversion upon the cash exercise of all eight of the Series C Warrants within the Unit. In June 2015, 48,000 of the Units were separated early pursuant to the optional early separation resulting in the exercise of 384,000 Series C Warrants into 1 share of common stock for cash proceeds of $979,200. On August 25, 2015 the remaining 2,676,000 Units separated into 2,676,000 shares of Series E Convertible Preferred Stock and 21,408,000 Series C Warrants. The Series E Convertible Preferred Stock has no voting rights. 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. During the year ended December 31, 2015, 14,750 Underwriter Purchase Options were exercised for cash in the amount of $162,250 or $11.00 per option. Pursuant to the exercise of these options, 14,750 shares of Series E Convertible Preferred Stock and 118,000 Series C Warrants were issued. During the year ended December 31, 2015, 2,650,403 shares of Series E Convertible Preferred Stock were converted into 1 share of common stock. As of December 31, 2015, 88,347 shares of Series E Convertible Preferred Stock remain outstanding and were convertible into 101 shares of common stock. During the year ended December 31, 2016, 13,967 shares of Series E Preferred Stock were converted into 1 share of common stock. On November 2, 2016, the Company filed a Certificate of Designation for Series E Preferred Stock to the Certificate of Incorporation. The Certificate of Designation reduced, the number of authorized Series E Preferred Shares from 2,860,200 Series E Preferred Shares to 74,380 Series E Preferred Shares, the number of Series E Preferred Shares issued and outstanding as of November 2, 2016. As of December 31, 2016, there are 74,380 shares of Series E Preferred Stock issued and outstanding that are convertible into 100 shares of common stock. Series F Preferred Stock On November 3, 2016, the Company amended its Certificate of Incorporation to create a new class of Series F Preferred Stock of the Company. Each Preferred Share shall have a stated value of $1,000 and a par value of $0.001 per share. The Series F Preferred Shares rank senior to the common stock and shall be entitled to dividends, on an as converted basis, with the holders of our common stock, but will not accrue additional dividends unless certain events as defined in the Series F Preferred Stock has occurred and is continuing, in which case dividends will accrue at a default rate of 10% per annum. The holders of Preferred Shares shall have the right to vote with holders of shares of our common stock, voting together as one class on all matters, with each Preferred Share entitling the holder thereof to cast that number of votes per share on an as converted basis. On November 3, 2016, the Company issued 8,436 shares of Series F Preferred Stock for the exchange of $8,433,113 in remaining principal on the 2015 Notes (See NOTE 8 CONVERTIBLE NOTES PAYABLE). Of these, 2,096 were immediately mandatorily converted into 349,333 shares of common stock at a conversion price of $6.00 per share. Due to the limitations on beneficial ownership, some shares of our common stock were held in abeyance. All shares were delivered in November 2016. The remaining Series F Preferred Stock is initially convertible at the election of the holder into shares of our common stock at a conversion price equal to $6.00. From and after July 3, 2017, the Series F Preferred Stock shall be convertible at a conversion price equal to 85% of the arithmetic average, in each case of the lower of (i) the three lowest daily weighted average prices of the our common stock during the twenty (20) consecutive trading day period ending on the trading day immediately preceding the date of determination and (iii) the weighted average price of the our common stock on the trading day immediately preceding the date of determination. On November 3, 2018, so long as certain events do not exist, any remaining Series F Preferred Stock then outstanding shall be converted into shares of our common stock at a conversion price of $6.00 per share. In each case, the exercise price is subject to certain adjustments upon the occurrence of certain dilutive events, including the issuance of certain options or convertible securities, and upon the occurrence of certain corporate events, including stock splits and dividends. At any time after the issue of the Series F Preferred Stock, so long as there has been no failure of the equity during the applicable measurement periods, the Company shall have the right to redeem all, but not less than all, of the conversion amount then remaining under the Preferred Shares at a price equal to the greater of (x) 125% of the conversion amount being redeemed and (y) the product of (A) the conversion amount being redeemed and (B) the quotient determined by dividing (I) the greatest closing price of the shares of our common stock during the period beginning on the date immediately preceding the Company’s notice of redemption and ending on the Company redemption date, by (II) the lowest conversion price in effect during such period. The Company evaluated the Series F Preferred Stock to determine the proper accounting under ASC 480 – Distinguishing Liabilities from Equity. Due to the differing nature of the contractual terms between the mandatorily converted and remaining portions of the Series F Preferred Stock, the Company analyzed them separately. The conversion terms of a portion of Series F Preferred Stock were contractually overridden by the exchange agreement wherein both parties agreed that 2,096 shares would be mandatorily converted into common stock immediately. Thus, in true economic substance, it was an immediate mandatory conversion which is akin to direct issuance of common stock. The Company has determined that ASC 480 does not apply The Company has concluded that the remaining Series F Preferred Stock are within the scope of ASC 480 as they predominantly represent an unconditional obligation to issue a variable number of common shares for a fixed monetary amount. Accordingly, they will be accounted for as liabilities in the financial statements and measured initially and subsequently at fair value with any change in fair value to be recorded in earnings. The Company determined the fair value of the non-mandatory Series F Preferred Stock at issuance on November 3, 2016 to be $8,927,249 which was included as part of the reacquisition price of the 2015 Notes. During December 2016, 480 shares of Series F Preferred Stock were converted at the option of the holder into 80,000 shares of common stock at a conversion price of $6.00 per share. As of December 31, 2016, there are 5,860 shares of Series F Preferred Stock outstanding convertible into 976,667 shares of common stock. The Company is accounting for these as a liability on the financial statements with a period end fair value of $5,655,006 (see NOTE 12 FAIR VALUE LIABILITIES). |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
WARRANTS | NOTE 11 WARRANTS As of December 31, 2015, the Company had 13,219,597 warrants outstanding to purchase 160 shares of common stock. The following table outlines the warrants outstanding and exercisable as of December 31, 2015. All warrants have been accounted for as derivative liabilities (see NOTE 12 FAIR VALUE LIABILITIES): Warrants Outstanding and Exercisable Total Shares of Common Stock Underlying the Warrant Aggregate Exercise Price for One Common Share ($ millions) Expiration Class A 1,532,598 48 $1.6 April 2021 - July 2021 Class B 1,310,956 29 $1.6 April 2021 - July 2021 Series B 1,074,082 34 $441.0 March 2021 - July 2021 Series C 5,229,973 13 $128.5 January 2017 Series D 3,503,116 8 $1.6 June 2021 2015 Subordination 105,516 2 $1.6 June 2021 Common 463,356 26 $100.8 - $1,612.0 April 2016 - July 2021 Total Warrants 13,219,597 160 The following table outlines the warrants outstanding as of December 31, 2016. All warrants have been accounted for as derivative liabilities (see NOTE 12 FAIR VALUE LIABILITIES): Warrants Outstanding Total Shares of Common Stock Underlying the Warrant Aggregate Exercise Price for One Common Share Expiration Class A 1,532,598 48 $6.00 April 2021 - July 2021 Class B 1,310,956 29 $6.00 April 2021 - July 2021 Series B 1,074,082 34 $27.5 million March 2021 - July 2021 Series D 2,361,468 2,361,468 $6.00 June 2021 2015 Subordination 71,131 71,131 $6.00 June 2021 Series G 3,075,000 159 $6.00 June 2021 Series H 56,250,000 2,346 $6.00 December 2021 2016 Subordination 1,687,500 71 $6.00 December 2021 Common 372,331 19 $6.00 - $1,612.8 million February 2017 - July 2021 Total Warrants 67,735,066 2,435,305 All Warrants with the exception of the Series H and 2016 Subordination Warrants are exercisable as of December 31, 2016. All Warrants require derivative liability treatment due to the Company not having sufficient authorized shares to settle these warrants all in shares. Class A Warrants and Class B Warrants During the year ended December 31, 2015, 508,641 Class A Warrants were exercised pursuant to the cashless exercise provision of the warrant resulting in the issuance of 1 share of common stock and 334,889 Class B Warrants were exercised pursuant to the cashless exercise provision of the warrant resulting in the issuance of 1 share of common stock. The Company did not have any issuances or exercises of the Class A Warrants or Class B Warrants during the year ended December 31, 2016. These warrants include a provision which provides that their exercise prices be adjusted in connection with certain equity issuances by the Company. During the year ended December 31, 2016 there were numerous adjustments to the exercise prices. The exercise prices per share of common stock as of December 31, 2016 is shown in the table above. Series A Warrants During the year ended December 31, 2015, 1,074,082 Series A Warrants were exercised into 1 share of common stock resulting in net cash proceeds of $2,252,020. The Series A Warrants expired on October 15, 2015 and all remaining 248,418 outstanding Series A Warrants expired unexercised. Series B Warrants During the year ended December 31, 2015, the Company issued 1,074,082 Series B Warrants pursuant to the exercise of 1,074,082 Series A Warrants. The Company did not have any issuances or exercises of the Series B Warrants during the year ended December 31, 2016. These warrants include a provision which provides that their exercise prices be adjusted in connection with certain equity issuances by the Company. During the year ended December 31, 2016 there were numerous adjustments to the exercise prices. The exercise price per share of common stock as of December 31, 2016 is shown in the table above. Series C Warrants In connection with the February 2015 Units Offering, the Company issued Series C Warrants to purchase 26 shares of common stock as part of the Units sold in the follow-on offering (see NOTE 10 COMMON AND PREFERRED STOCK) with and exercise price of $2.1 million per share and expire in five years. 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. On December 11, 2015, an amendment was made to the Series C Warrants to require that all warrants be exercised within 25 trading days or be subject to a mandatory exercise provision. In June 2015, 48,000 of the Units were separated early pursuant to the optional early separation as 384,000 Series C Warrants were exercised into 1 share of common stock resulting in cash proceeds of $979,200. On August 25, 2015 the remaining 2,676,000 Units separated into 2,676,000 shares of Series E Convertible Preferred Stock and 21,408,000 Series C Warrants. From August 25, 2015 through December 31, 2015, 15,128,027 Series C Warrants were exercised pursuant to the cashless exercise provision resulting in the issuance of 12 shares of Common Stock. During the year ended December 31, 2015, 14,750 Underwriter Purchase Options were exercised for cash in the amount of $162,250. Upon the exercise of these options, 118,000 Series C Warrants were issued and immediately exercised pursuant to the cashless exercise provision resulting in the issuance of 1 share of common stock. As of December 31, 2015, 5,229,973 Series C Warrants remained outstanding. Had the cashless exercise provision been exercised by all holders of our Series C Warrants at December 31, 2015, the Company would have had to either pay $11.7 million in cash or issue 12 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. During the year ended December 31, 2016, 5,229,973 Series C Warrants were exercised pursuant to the cashless exercise provision. The Company settled 5,091,815 of the Series C Warrant exercises through the issuance of 64 shares of common stock and the Company settled 138,158 of the Series C Warrant exercises with cash in the amount of $314,879. On January 21, 2016 all outstanding Series C Warrants were mandatorily exercised utilizing the cashless provision of the warrants and the corresponding shares of common stock issued. As of December 31, 2016 there are 47,528 Series C Warrant certificates that have yet to be delivered to the Company representing 1 share of common stock. Series D Warrants In connection with the issuance of the 2015 Notes, the Company issued Series D Warrants (the “Series D Warrants”), exercisable to acquire 8 shares of Common Stock. Each Series D Warrant is exercisable by the holder beginning six months after December 30, 2015 and continuing for a period five years thereafter. The Series D Warrants are exercisable on a cashless basis. As of December 31, 2015, each Series D Warrant was exercisable at an exercise price of $1.6 million per share of common stock, subject to adjustments for certain dilutive events. The Series D Warrants included an adjustment provision which provides that the number of common shares the Series D Warrants are exercisable into will increase on December 31, 2016 to be 16.6% of the sum of the number of shares actually outstanding on December 31, 2016 plus the number of shares of common stock deemed to be outstanding pursuant to all outstanding options, warrants or convertible securities of the Company. Accordingly, the Company adjusted the Series D Warrants such that they are exercisable into 2,361,468 shares of common stock as of December 31, 2016. All other terms remain the same as the original Series D Warrant. The Series D Warrants include a provision which provides that their exercise price be adjusted in connection with certain equity issuances by the Company. During the year ended December 31, 2016 there were numerous adjustments to the exercise prices. The exercise price per share of common stock for the Series D Warrants as of December 31, 2016 is shown in the table above. 2015 Subordination Warrants The 2015 Subordination Warrants were issued to Spring Forth Investments LLC and Utah Autism Foundation in relation to their agreement to enter into subordination agreements with the collateral agent in the Note Financing whereby each agreed to subordinate their debt to the Notes issued in the Note Financing. The Subordination Warrants have the same general material terms and conditions of the Series D Warrants. The 2015 Subordination Warrants were exercisable for 2 shares of common stock at December 31, 2015. Each Subordination Warrant is exercisable by the holder beginning six months after December 30, 2015 and continuing for a period five years thereafter. Each 2015 Subordination Warrant was initially exercisable at a price of $1.6 million per share, subject to adjustments for certain dilutive events (same as the Series D Warrants). The 2015 Subordination Warrants included an adjustment provision which provides that the number of common shares the 2015 Subordination Warrants are exercisable into will increase on December 31, 2016 to be 0.5% of the sum of the number of shares actually outstanding on December 31, 2016 plus the number of shares of common stock deemed to be outstanding pursuant to all outstanding options, warrants or convertible securities of the Company. Accordingly, the Company adjusted the 2015 Subordination Warrants such that they are exercisable into 71,131 shares of common stock as of December 31, 2016. All other terms remain the same as the original 2015 Subordination Warrant. The 2015 Subordination Warrants include a provision which provides that their exercise price be adjusted in connection with certain equity issuances by the Company. During the year ended December 31, 2016 there were numerous adjustments to the exercise prices. The exercise price per share of common stock for the 2015 Subordination Warrants as of December 31, 2016 is shown in the table above. Series E Warrants In connection with the February 2016 Unit offering the Company issued Series E Warrants to purchase 70 shares of common stock as part of the units sold in the offering (see NOTE 10 COMMON AND PREFERRED STOCK). The Series E Warrants expire six years from the date of grant, were not exercisable for one year and which exercise was subject to a shareholder vote and an increase in the number of authorized shares of common stock the Company can issue. On April 7, 2016, the Company entered into certain warrant exchange agreements (the “Exchange Agreements”), each by and between the Company and a holder of its outstanding Series E Warrants, pursuant to which the Company and each such holder agreed to exchange outstanding Series E Warrants for shares of common stock of the Company. Pursuant to the Exchange Agreements, the Company issued 28 shares of common stock of the Company in exchange for the surrender by the holders to the Company of all 58,800,000 Series E Warrants exercisable to acquire approximately 70 shares of common stock of the Company (representing an exchange ratio of one share of common stock for each 2.5 shares of common stock underlying the surrendered Series E Warrants). The surrendered Series E Warrants were immediately cancelled by the Company (see NOTE 10 COMMON AND PREFERRED STOCK). Series G Warrants In connection with the June 2016 Unit Offering, the Company issued Series G Warrants to purchase 163 shares of common stock as part of the units sold in the offering (see NOTE 10 COMMON AND PREFERRED STOCK). The Series G Warrants expire 5 years after the date of issuance. On July 11, 2016, 85,000 of the Series G Warrants were exercised for cash in the amount of $113,900. Pursuant to the exercise of these warrants, the Company issued 4 shares of common stock. The Series G Warrants include a provision which provides that their exercise price be adjusted in connection with certain equity issuances by the Company. During the year ended December 31, 2016 there were numerous adjustments to the exercise prices. The exercise price per share of common stock for the Series G Warrants as of December 31, 2016 is shown in the table above. Series H Warrants In connection with the issuance of the 2016 Notes, the Company issued 56,250,000 Series H Warrants exercisable for 2,346 shares of common stock. Each Series H Warrant will be exercisable by the holder beginning six months after the date of issuance and continuing for a period five years thereafter. The Series H Warrants include a provision which provides that their exercise price be adjusted in connection with certain equity issuances by the Company. During the year ended December 31, 2016 there were numerous adjustments to the exercise prices. The exercise price per share of common stock for the Series H Warrants as of December 31, 2016 is shown in the table above. 2016 Subordination Warrants In consideration of the Utah Autism Foundation and Spring Forth Investments LLC entering into subordination agreements in connection with the 2016 Notes, the Company has agreed to issue to the entities warrants exercisable for 70 shares of common stock (the “2016 Subordination Warrants”). The 2016 Subordination Warrants have the same material terms and conditions as the Series H Warrants. Each 2016 Subordination Warrant will be exercisable by the holder beginning six months after the date of issuance and continuing for a period five years thereafter. The 2016 Subordination Warrants include a provision which provides that their exercise price be adjusted in connection with certain equity issuances by the Company. During the year ended December 31, 2016 there were numerous adjustments to the exercise prices. The exercise price per share of common stock for the 2016 Subordination Warrants as of December 31, 2016 is shown in the table above. Common Warrants For the year ended December 31, 2015, the Company granted 25,000 Common Stock warrants exercisable into 1 share of common stock to a consultant of the Company. The warrants are fully vested, have an exercise price of $129.0 million per share and expire in August 2020. The Company recorded an expense in the amount of $54,489 on the date of grant which represents the fair value of the warrants. The Company estimates the fair value of the warrants at grant date using a Black-Scholes valuation model. The estimates in the Black-Scholes option-pricing model are based, in part, on assumptions, including a stock price volatility of 127.37%, the warrant life of 5 years, a risk free rate of 1.53%, the fair value of $153.60 of the equity stock underlying the option and the aggregate exercise price of $153.60 for one share of common stock. During the year ended December 31, 2016 there were 91,025 Common Warrants exercisable into 7 shares of common stock that expired without being exercised. There were no other issuances or exercises of Common Warrants during the year ended December 31, 2016. Certain Common Warrants include a provision which provides that the exercise price of these certain Common Warrants will be adjusted in connection with certain equity issuances by the Company. During the year ended December 31, 2016 there were numerous adjustments to the exercise prices of these certain Common Warrants. As of December 31, 2016, the exercise price certain Common Warrants is $6.00 per share of common stock. Underwriters’ Unit Purchase Option In connection with the February 2015 Units Offering, the Company issued to the representative of the underwriters’ a Unit Purchase Option (“Option”) to purchase a number of our Units equal to an aggregate of 5% of the Units sold or 136,200 Units. The purchase option has an exercise price equal to 125% of the public offering price of the Units or $11.00, and the units may be exercised on a cashless basis and will expire 5 years from the date of issue. Each Unit consists of one share of Series E Convertible Preferred Stock and eight Series C Warrants. During the year ended December 31, 2015, 14,750 Underwriter Purchase Options were exercised for cash in the amount of $162,250. Pursuant to the exercise of these options, 14,750 shares of Series E Convertible Preferred Stock were issued and immediately converted into 1 share of common stock and 118,000 Series C Warrants were issued and immediately exercise pursuant to the cashless exercise provision into 1 share of common stock. As of December 31, 2015, 121,450 Unit Purchase Options remained outstanding. During the year ended December 31, 2016, 121,450 Underwriters’ Unit Purchase Options were exercised for cash in the amount of $1,335,950. Pursuant to the exercise of these options, 121,450 shares of Series E Convertible Preferred Stock were issued and immediately converted into 1 share of common stock and 972,320 Series C Warrants were issued and immediately exercised pursuant to the cashless exercise provision of the Series C Warrants into 15 shares of common stock. There are no outstanding Underwriters’ Unit Purchase Options as of December 31, 2016. The following table summarizes the common stock warrant activity during the years ended December 31, 2016 and 2015: Common Stock Warrants Weighted Average Exercise Price Per Share $ Weighted Average Remainder Contractual Term in Years As of December 31, 2015: Warrants outstanding as of January 1, 2015 5,447,940 3,502,800 4.9 Granted 26,617,714 2,276,400 4.3 Exercised (17,547,639 ) 2,074,800 4.0 Expired (1,298,418 ) 2,083,200 3.4 Warrants outstanding as of December 31, 2015 13,219,597 2,276,400 4.7 As of December 31, 2016: Warrants outstanding as of January 1, 2016 13,219,597 2,276,400 4.7 Granted 119,897,500 5,623 5.7 Exercised (5,314,973 ) 2,050,268 4.1 Extinguished (59,976,033 ) 201,371 5.9 Expired (91,025 ) 504,000,000 - Warrants outstanding as of December 31, 2016 67,735,066 2,758 4.9 |
FAIR VALUE LIABILITIES
FAIR VALUE LIABILITIES | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | NOTE 12 FAIR VALUE LIABILITIES The liability for our instruments classified as fair value liabilities are recorded at fair value at inception and subsequently re-measured to fair value as long as such instruments are classified as fair value liabilities. Changes in the fair value of these liabilities are included as a component of Other income (expense) and has no effect on the Company’s cash flows. The valuation methodology used varies by instrument and includes a modified Black-Scholes option valuation model utilizing the fair value of underlying common stock and a binomial model with Monte Carlo simulation. The Company has determined the fair value measurements to be a level 3 measurement (see NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES). Class A Warrants, Class B Warrants, Series A Warrants and Certain Common Warrants Our Class A Warrants, Class B Warrants, Series A Warrants and certain common warrants, 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 adjustments prohibit 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. For the year ended December 31, 2015 the fair value of these warrants was calculated using a modified Black-Scholes option valuation model utilizing the fair value of underlying common stock. 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. Due to the significant variance between the fair market value of the stock and the exercise price, the Black-Scholes option-pricing model resulted in a total fair value fair value of these warrants in the amount of $61,941 at December 31, 2015. For the year ended December 31, 2016 due to the multiple reverse stock splits and decline in stock price the fair value of Class A, Class B and common warrants was deemed to be negligible at December 31, 2016. Series C Warrants and Unit Purchase Option 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 and the unit purchase option 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. For the year ended December 31, 2015 the Series C Warrants and Unit Purchase Option have predetermined inputs to be used in the Black Scholes formula for the determination of the fair value of the warrants and options which the Company used for the calculation of the fair value of the Series C Warrants and Unit Purchase Option at December 31, 2015. The contractual inputs to the Black-Scholes formula are a stock price volatility of 135.00%, the warrant life of 5 years, a risk free rate of 1.61%, the fair value of $128.5 million per share of the equity stock underlying the option and the exercise price of $2.1 million per share of common stock. The total fair value of these warrants and option at December 31, 2015 was $12,404,503. All of the remaining Series C Warrants were exercised on a cashless basis and the Unit Purchase Option was exercised for cash during the year ended December 31, 2016. The fair value of the warrants and options have predetermined inputs to be used in the Black Scholes formula for the determination of the fair value of the warrants and options which the Company used for the calculation of the fair value of the Series C Warrants and Unit Purchase Option at the exercises dates during the year ended December 31, 2016. The contractual inputs to the Black-Scholes formula are a stock price volatility of 135.00%, the warrant life of 5 years, a risk free rate of 1.61%, the fair value of between $99,120 and $792,123 per share of the equity stock underlying the option and the exercise price of $1.9 million per share of common stock. The total fair value of these warrants and option at their exercise date during the year ended December 31, 2016 was $12,384,852. 2015 Notes Conversion Feature The 2015 Notes contain provisions that protect holders from future issuances of the Company’s common stock at prices below such convertible notes’ respective conversion price. These provisions could result in modification of the conversion price due to a future equity offering and as such the conversion feature cannot be considered indexed to the Company’s own stock. The note also provides that the Company will repay the principal amount at an initial conversion rate subject to certain adjustment with a floor price. These features represent an embedded derivative that requires bifurcation and was recorded at fair value at issuance and again at December 31, 2015 with the change in fair value being recorded in earnings for the period. At issuance on December 30, 2015 the Company determined the fair value of the conversion feature to be $16.7 million. At December 31, 2015 the Company determined the fair value of the conversion feature to be $16.6 million. Although the embedded conversion feature is bifurcated from the 2015 Notes for measurement purposes, the embedded derivative is combined with the 2015 Notes for presentation purposes on the balance sheet. The following assumptions were used as inputs to the binomial model with Monte Carlo simulation to reflect different scenarios where reset may be triggered in 2016: Trading price of common stock on measurement date $789,600 - $924,000 Conversion price (1) $730,800 - $865,200 Risk free interest rate (2) 0.86% Conversion notes lives in years 1.33 Expected volatility (3) 215% Expected dividend yield (4) — Expected probability of shareholder approval (5) 85% (1) The conversion price of the convertible notes was calculated based on the formula in the Notes agreement as of the respective measurement date (2) The risk-free interest rate was determined by management using the 1.5-year Treasury Bill as of the respective measurement date. (3) The volatility factor was estimated by using the historical volatilities of the Company’s trading history. (4) Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. (5) Management has estimated a probability of 85% that shareholder approval will be obtained for the removal of the 19.9% conversion cap. This is based on past shareholder voting history and discussions with current shareholders and consultants. As discussed in NOTE 8 CONVERTIBLE NOTES PAYABLE, approximately $13.7 million of the 2015 Note was converted into shares of common stock during the year ended December 31, 2016. This resulted in an extinguishment of the derivative liability of approximately $5.5 million which was used in the calculation of the loss on extinguishment of debt. In order to appropriately calculate the extinguishment expense, the derivative liability was marked to fair value at each extinguishment date during the period. The fair value of the derivative was calculated at the various extinguishment dates using a modified binomial model to reflect different scenarios where reset may be triggered using the following range of assumptions: The fair value of the derivative was calculated at the various extinguishment dates using a modified binomial model to reflect different scenarios where reset may be triggered using the following range of assumptions: Trading price of common stock on measurement date $9.00 - $37,200 Conversion price (1) $7.45 - $29,280 Risk free interest rate (2) 0.29% - 0.52% Conversion notes lives in years 0.48 - 0.81 Expected volatility (3) 224.7 – 244.8% Expected dividend yield (4) — (1) The conversion price was calculated based on the formula in the 2015 Notes agreement as of the respective measurement dates. (2) The risk-free interest rate was determined by management using the average of the 6 month and 1-year Treasury Bill as of the respective measurement date. (3) The volatility factor was estimated by using the historical volatilities of the Company’s trading history. (4) Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. On November 3, 2016 the remaining $8.4 million of the 2015 Note was exchanged for Series F Preferred Stock. This exchange resulted in the extinguishment of the derivative liability of approximately $1.6 million which was used in the calculation of the loss on extinguishment of debt. In order to appropriately calculate the extinguishment expense, the derivative liability was marked to fair value on the exchange date. The fair value of the derivative was calculated at November 3, 2016 using a modified binomial model to reflect different scenarios where reset may be triggered using the following of assumptions: Trading price of common stock on measurement date $ 9.00 Conversion price (1) $ 7.74 Risk free interest rate (2) 0.52 % Conversion notes lives in years 0.48 Expected volatility (3) 244.3 % Expected dividend yield (4) — (1) The conversion price was calculated based on the formula in the 2015 Notes agreement as of the respective measurement date (2) The risk-free interest rate was determined by management using the average of the 6 month and 1-year Treasury Bill as of the respective measurement date. (3) The volatility factor was estimated by using the historical volatilities of the Company’s trading history. (4) Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. Series D Warrants and 2015 Subordination Warrants In connection with the issuance of convertible notes on December 30, 2015, the Company issued Series D Warrants to acquire 8 shares of common stock. In addition, the Company issued 2015 Subordination Warrants to acquire 2 shares of common stock. The Company has determined that the provisions contained in the Series D Warrants and the Subordination Warrants could result in modification of the warrants exercise price resulting in a variable number of additional common shares that could be issued. These warrants also contained a provision for a one-time adjustment at December 31, 2016 such that the number of shares exercisable pursuant to the Series D Warrants shall equal 16.6% and the number of shares exercisable pursuant to the 2015 Subordination Warrants shall equal 0.5% of the number of shares of common stock actually outstanding or deemed to be outstanding on December 31, 2016 (see NOTE 8 CONVERTIBLE NOTES PAYABLE). These provisions represent a derivative liability that requires recording at fair value at issuance and again at December 31, 2015 with the change in fair value being recorded in earnings for the period. At issuance on December 30, 2015 the Company determined the fair value of the Series D Warrants and 2015 Subordination Warrants to be $16.6 million. At December 31, 2015 the Company determined the fair value of the Series D Warrants and 2015 Subordination Warrants to be $14.1 million using a binomial model with Monte Carlo simulation to reflect different scenarios where reset may be triggered and to project the range of the additional shares to be issued on December 31, 2016 due to the 16.6% and 0.5% requirement using the following assumptions: Trading price of common stock on measurement date $789,600 - $924,000 Conversion price (1) 1,554,000 Risk free interest rate (2) 1.80% Warrant lives in years 5.50 Expected volatility (3) 215% Expected dividend yield (4) — (1) The exercise price of the Series D Warrants calculated by 120% of the arithmetic average of five weighted average price of the common stock on the five consecutive trading days prior to issuance date on December 30, 2015. (2) The risk-free interest rate was determined by management using the 5-year Treasury Bill as of the respective measurement date. (3) The volatility factor was estimated by using the historical volatilities of the Company’s trading history. (4) Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. On December 31, 2016 pursuant to the terms of the Series D Warrants and 2015 Subordination Warrants, the Company adjusted the Series D Warrants such that they are exercisable into 2,361,468 shares of common stock and adjusted the 2015 Subordination Warrants such that they are exercisable into 71,131 shares of common stock. All other terms remain the same as the original Series D Warrants and 2015 Subordination Warrants. The Company determined the fair value of the Series D Warrants and 2015 Subordination Warrants to be $4.1 million at December 31, 2016 using a binomial model with a Monte Carlo simulation to reflect different scenarios where reset may be triggered and to project the range of the additional shares to be issued on December 31, 2016 using the following assumptions: Trading price of common stock on measurement date $ 1.71 Exercise price (1) $ 6.00 Risk free interest rate (2) 1.93 % Warrant lives in years 4.50 Expected volatility (3) 240.9 % Expected dividend yield (4) — (1) The exercise price of the Series D and Subordination Warrants was calculated based on the terms in the warrant agreement. (2) The risk-free interest rate was determined by management using the 5-year Treasury Bill as of the respective measurement date. (3) The volatility factor was estimated by using the historical volatilities of the Company’s trading history. (4) Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. Series E Warrants In connection with the February 2016 Unit Offering, the Company issued Series E Warrants to purchase 70 shares of common stock as part of the units sold in the offering (see NOTE 10 COMMON AND PREFERRED STOCK). The Series E Warrants contain a provision that for one year from issuance the exercise price per share will adjust if the Company has certain equity issuances for consideration per share that is less than the current exercise price of the Series E Warrants. In addition, these warrants contain a provision for a one-time adjustment one year from date of issuance, to the number of warrants issued. The Company has determined that the provisions contained in the Series E Warrants could result in modification of the exercise price due to a future equity offering resulting in a variable number of additional common shares that could be issued. This prohibits the company from being able to conclude that the warrants are indexed to the Company’s own stock. Accordingly, the warrants represent a derivative liability that requires recording at fair value at issuance and again at each reporting period with the change in fair value being recorded in earnings for the period. On April 7, 2016, the Company entered into certain warrant exchange agreements (the “Exchange Agreements”), each by and between the Company and a holder of its outstanding Series E Warrants, pursuant to which the Company and each such holder agreed to exchange outstanding Series E Warrants for shares of common stock of the Company. Pursuant to the Exchange Agreements, the Company issued 28 shares of common stock of the Company in exchange for the surrender by the holders to the Company of all 58,800,000 Series E Warrants exercisable to acquire approximately 70 shares of common stock of the Company (representing an exchange ratio of one share of common stock for each 2.5 shares of common stock underlying the surrendered Series E Warrants). The surrendered Series E Warrants were immediately cancelled by the Company (see NOTE 10 COMMON AND PREFERRED STOCK). The Company determined the fair value of the Series E Warrants to be $6,800,927 at April 7, 2016 using a binomial model with a Monte Carlo simulation model using the following assumptions: April 7, 2016 Trading price of common stock on measurement date $ 98,160 Exercise price (1) $ 96,240 Risk free interest rate (2) 1.30 % Warrant lives in years 5.89 Expected volatility (3) 228.1 % Expected dividend yield (4) — (1) The exercise price of the Series E Warrants was calculated based on the terms in the warrant agreement. (2) The risk-free interest rate was determined by management using an average of the 5-year and 7-year Treasury Bill as of the respective measurement date. (3) The volatility factor was estimated by using the historical volatilities of the Company’s trading history. (4) Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. Since the Series E Warrants were derivative liabilities at the time of the transaction, the Company has accounted for the exchange as an extinguishment of a liability. Accordingly, all consideration issued to extinguish the liability was recorded at fair value on the date of the extinguishment and the liability extinguished was removed at its carrying value. Since the liabilities extinguished were derivative liabilities, their carrying value is continuously adjusted to equal their fair value. The difference between the fair value of the liability extinguished and the fair value of the consideration provided on April 7, 2016 was recorded as a gain in the statement of operations as follows: Fair value of Series E Warrants exchanged $ 6,800,927 Fair value of common stock issued 2,659,154 Gain on exchange of warrants $ 4,141,773 Series G Warrants In connection with the June 2016 Unit Offering, the Company issued Series G Warrants to purchase 163 shares of common stock as part of the units sold in the offering (see NOTE 10 COMMON AND PREFERRED STOCK). The Series G Warrants contain a provision that the exercise price per share will adjust if the Company has certain equity issuances for consideration per share that is less than the current exercise price of the Series G Warrants. The Company has determined that the provisions contained in the Series G Warrants could result in modification of the exercise price due to a future equity offering resulting in a variable number of additional common shares that could be issued. This prohibits the Company from being able to conclude that the warrants are indexed to the Company’s own stock. Accordingly, the warrants represent a derivative liability that requires recording at fair value at issuance and again at each reporting period with the change in fair value being recorded in earnings for the period. The fair value of the Series G Warrants on June 1, 2016 using the Black Scholes valuation method was $6.0 million using the following assumptions: Trading price of common stock on measurement date $ 20,265 Exercise price (1) $ 19,950 Risk free interest rate (2) 1.39 % Term 5.00 Expected volatility (3) 227.5 % Expected dividend yield — (1) The exercise price of the Series G Warrants was calculated based on the terms in the warrant agreement. (2) The risk-free interest rate was determined by management using an average of the 5-year and 7-year Treasury Bill as of the respective measurement date. (3) The volatility factor was estimated by using the historical volatilities of the Company’s trading history. (4) Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. The fair value of the warrants is in excess of the proceeds received and the Company is required to record the fair value over the net proceeds received as a loss in earnings. Therefore, at inception, the loss recorded in earnings is calculated as follows: Net proceeds received $ 5,268,030 Less: Par value of common stock issued (316 ) Fair value Series G Warrants issued (6,034,735 ) Loss on issuance $ (767,021 ) On July 11, 2016, 85,000 Series G Warrants were exercised for cash in the amount of $113,900 resulting in the issuance of 4 shares of common stock. These warrants are required to be recorded at fair value at the transaction date with any change in the fair value from the previous period being recorded in earnings for the period. This revaluing is necessary as derivatives are required to be subsequently measured at fair value under ASC 815.The Company determined the fair value of the 85,000 of the Series G Warrants exercised to be $118,424 at the transaction date of July 11, 2016 resulting in a gain from the change in fair value to be recorded in the statement of operations in the amount of $30,547. The fair value of the 85,000 Series G Warrants exercised for cash was calculated using a Black Scholes model with the following inputs: July 11, 2016 Trading price of common stock on measurement date $ 33,840 Exercise price (1) $ 32,160 Risk free interest rate (2) 1.03 % Warrant lives in years 4.89 Expected volatility (3) 225.8 % Expected dividend yield (4) — (1) The exercise price of the Series G Warrants was calculated based on the terms in the warrant agreement. (2) The risk-free interest rate was determined by management using the average of the 5-year Treasury Bill as of the respective measurement date. (3) The volatility factor was estimated by using the historical volatilities of the Company’s trading history. (4) Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. The Company determined the fair value of the remaining 3,075,000 Series G Warrants to be $272 on December 31, 2016 using a Black Scholes valuation model with the following assumptions: December 31, 2016 Trading price of common stock on measurement date $ 1.71 Exercise price (1) $ 6.00 Risk free interest rate (2) 1.93 % Warrant lives in years 4.41 Expected volatility (3) 240.9 % Expected dividend yield (4) — (1) The exercise price of the Series G Warrants as defined in the warrant agreement at June 1, 2016. The reset provision at July 1, 2016 that was known at June 30, 2016. (2) The risk-free interest rate was determined by management using the 5-year Treasury Bill as of the respective measurement date. (3) The volatility factor was estimated by using the historical volatilities of the Company’s trading history. (4) Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. Convertible Notes Conversion Feature – 2016 Notes The 2016 Notes contain provisions that protect holders from future issuances of the Company’s common stock at prices below such convertible notes’ respective conversion price. These provisions could result in modification of the conversion price due to a future equity offering and as such the conversion feature cannot be considered indexed to the Company’s own stock. The 2016 Notes also provide that the Company will repay the principal amount at an initial conversion rate subject to certain adjustments. These features represent an embedded derivative that requires bifurcation and are recorded at fair value at each reporting period with the change in fair value being recorded in earnings for the period. The Company determined the fair value of the conversion feature to be $80.6 million and $75.8 million, at inception (July 1, 2016) and December 31, 2016, respectively. Although the embedded conversion feature is bifurcated from the 2016 Notes for measurement purposes, the embedded derivative is combined, only to extent of the face value of the note, with the 2016 Notes for presentation purposes on the balance sheet. The Company determined fair value using a modified binomial model to reflect different scenarios where reset may be triggered using the following assumptions: July 1, 2016 December 31, 2016 Trading price of common stock on measurement date $ 42,480 $ 1.71 Exercise price (1) $ 32,160 $ 1.49 Risk free interest rate (2) 0.59 % 0.97 % Term 1.84 1.33 Expected volatility (3) 228.1 % 240.9 % Expected dividend yield — — (1) The conversion price was calculated based on the formula in the 2016 Notes agreement as of the respective measurement date (2) The risk-free interest rate was determined by management using the average of the 1-year and 2-year Treasury Bill as of the respective measurement date. (3) The volatility factor was estimated by using the historical volatilities of the Company’s trading history. Series H Warrants and 2016 Subordination Warrants In connection with the issuance of the 2016 Notes, the Company issued Series H Warrants to acquire 2,346 shares of common stock and 2016 Subordination Warrants to acquire 71 shares of common stock. The Series H Warrants and 2016 Subordination Warrants contain provisions that will adjust the exercise price upon certain equity issuances. The Company has determined that the provisions contained in the Series H Warrants and the 2016 Subordination Warrants could result in modification of the exercise price due to future equity offerings resulting in a variable number of additional common shares that could be issued. This prohibits the company from being able to conclude that the warrants are indexed to the Company’s own stock. Accordingly, the warrants represent a derivative liability that requires recording at fair value at each reporting period with the change in fair value being recorded in earnings for the period. The Company determined the fair value of the Series H Warrants and 2016 Subordination Warrants to be $101.6 million and $4,089 at inception (July 1, 2016) and December 31, 2016, respectively. The Company determined the fair value using a modified binomial model to reflect different scenarios where reset may be triggered using the following assumptions: July 1, 2016 December 31, 2016 Trading price of common stock on measurement date $ 42,480 $ 1.71 Exercise price (1) $ 49,920 $ 6.00 Risk free interest rate (2) 1.01 % 1.93 % Term 5.50 5.00 Expected volatility (3) 228.1 % 240.9 % Expected dividend yield — — (1) The exercise price of the Series H and Subordination Warrants was calculated based on the terms in the warrant agreement. (2) The risk-free interest rate was determined by management using the 5-year Treasury Bill as of the respective measurement date. (3) The volatility factor was estimated by using the historical volatilities of the Company’s trading history. (4) Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. Series F Preferred Stock On November 3, 2016, the Company issued 8,436 shares of Series F Preferred Stock for the exchange of $8,433,113 in remaining principal on the 2015 Notes (See NOTE 8 CONVERTIBLE NOTES PAYABLE). Of these, 2,096 shares were immediately mandatorily converted into 349,333 shares of common stock at a conversion price of $6.00 per share. The Company has concluded that the remaining non-mandatory 6,340 shares of Series F Preferred Stock are within the scope of ASC 480 as they predominantly represent an unconditional obligation to issue a variable number of common shares for a fixed monetary amount. Accordingly, they will be accounted for as liabilities in the financial statements and measured initially and subsequently at fair value with any change in fair value to be recorded in earnings. The Company determined the fair value of the non-mandatory Series F Preferred Stock at issuance on November 3, 2016 to be $8,927,249 which was included as part of the reacquisition price of the 2015 Notes. During December 2016, 480 shares of Series F Preferred Stock were converted at the option of the holder into 80,000 shares of common stock at a conversion price of $6.00 per share. The Company determined the fair value of these shares of Series F Preferred Stock to be $298,159 in the aggregate on the respective conversion dates. As of December 31, 2016, there are 5,860 shares of Series F Preferred Stock outstanding convertible into 976,667 shares of common stock. The Company is accounting for these as a liability on the financial statements with a period end fair value of $5,655,006. The Company used the following assumptions for the fair value calculations of non-mandatory shares of Series F Preferred Stock shares using the modified binomial model to reflect different scenarios where reset may be triggered: July 1, 2016 December 2016 December 31, 2016 Trading price of common stock on measurement date $ 9.00 $1.84 - $1.85 $ 1.71 Exercise price (1) $ 6.00 $1.59 - $1.60 $ 1.52 Risk free interest rate (2) 0.81 % 1.22 - 1.26% 1.20 % Term 2.00 1.84 1.84 Expected volatility (3) 244.3 % 240.9 % 240.9 % Expected dividend yield (4) — — — (1) The conversion price of the Series F was calculated based off the lower of the fixed conversion rate of $6.00 (split adjusted) and 85% of the lower of the (1) 3 lowest VWAP days in the past 20 trading days and (2) the VWAP of the preceding day. (2) The risk-free interest rate was determined by management using the 2-year Treasury Bill as of the respective measurement date. (3) The volatility factor was estimated by using the historical volatilities of the Company’s trading history. (4) Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. The Company classifies assets and liabilities measured at fair value in their entirety based on the lowest level of input that is significant to their fair value measurement. No financial assets were measured on a recurring basis at December 31, 2016 and December 31, 2015. The following tables set forth the financial liabilities measured at fair value on a recurring basis by level within their fair value hierarchy at December 31, 2016 and December 31, 2015: Fair Value Measurement at December 31, 2016 Level 1 Level 2 Level 3 Total Fair value liability Series F preferred stock $ — $ — $ 5,655,006 $ 5,655,006 Common stock warrants $ — $ — $ 4,121,836 $ 4,121,836 Conversion feature of 2016 Notes $ — $ — $ 75,826,761 $ 75,826,761 Total fair value liabilities $ — $ — $ 85,603,603 $ 85,603,603 Fair Value Measurement at December 31, 2015 Level 1 Level 2 Level 3 Total Fair value liability Common stock warrants $ — $ — $ 26,592,532 $ 26,592,532 Conversion feature of 2015 Notes $ — $ — $ 16,588,940 $ 16,588,940 Total fair value liabilities $ — $ — $ 43,181,472 $ 43,181,472 The following summarizes the total change in the value of the fair value Level 3 liabilities during the year ended December 31, 2015: Common Stock Warrants Conversion Feature of Notes Series F Preferred Stock Total As of December 31, 2015: Balance at January 1, 2015 $ 9,998,636 $ — $ — $ 9,998,636 Issuance of warrants, options and convertible note 39,372,885 16,654,094 — 56,026,979 Exercise and expiration of warrants and unit purchase option (42,558,951 ) — — (42,558,951 ) Change in fair value of warrants, options and conversion feature 19,779,962 (65,154 ) — 19,714,808 Balance at December 31, 2015 $ 26,592,532 $ 16,588,940 $ — $ 43,181,472 The following table reconciles the Level 3 fair value liabilities to the derivative liability on the balance sheet at December 31, 2015: Common Stock Warrants Conversion Feature of Notes Total Derivative Liability As of December 31, 2015: Fair value Level 3 liabilities $ 26,592,532 $ 16,588,940 $ 43,181,472 Portion of derivative liability combined with convertible note — (16,588,940 ) (16,588,940 ) Derivative liability on balance sheet at December 31, 2015 $ 26,592,532 $ — $ 26,592,532 The following summarizes the total change in the value of the fair value Level 3 liabilities during the year ended December 31, 2016: Common Stock Warrants Conversion Feature of Notes Series F Preferred Stock Total As of December 31, 2016: Balance at January 1, 2016 $ 26,592,532 $ 16,588,940 $ — $ 43,181,472 Issuance of convertible note, warrants a |
EMPLOYEE STOCK OPTIONS
EMPLOYEE STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
EMPLOYEE STOCK OPTIONS | NOTE 13 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 738,534 employee stock options exercisable into 70 shares of stock outstanding as of December 31, 2016 and 792,534 employee stock options exercisable into 88 shares of stock outstanding as of December 31, 2015. All options vest in installments over a three to four year period and expire ten years from the date of grant. There were no employee stock options issued during the year ended December 31, 2016. For the year ended December 31, 2015, the Company awarded 117,500 common stock options exercisable into 3 shares of stock under the Omnibus Plan to certain employees and non-employee directors with an exercise price of $2.56 per option that expire in ten years and vest over a three and four year period. The Company determined the value of the 117,500 options granted during the year ended December 31, 2015 to be $268,202 of which $29,309 was expensed in 2015 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 2015 using the Black-Scholes method: Fair market value of one share of common stock $129 million Aggregate exercise price of 60 options $129 million Risk free rate 1.71 % Dividend yield — % Expected volatility 127.52 % Expected term 6.14 years The following table summarizes the Company’s total employee stock option activity for the years ended December 31, 2016 and 2015: Options Total Shares of Common Stock Underlying the Options Weighted Average Exercise Price for One Common Share (millions) Weighted Average Remaining Contractual Term in Years Intrinsic Value $ As of December 31, 2015: Options outstanding as of January 1, 2015 703,034 99 $ 150.2 8.8 — Granted 117,500 3 $ 129.0 9.6 — Exercised — — $ — — — Forfeited/expired (28,000 ) (14 ) $ 260.1 8.6 — Options outstanding as of December 31, 2015 792,534 88 $ 143.1 8.0 — As of December 31, 2016: — Options outstanding as of January 1, 2016 792,534 88 $ 143.1 8.0 — Granted — — — — — Exercised — — — — — Forfeited/expired (54,000 ) (18 ) $ 118.5 7.8 — Options outstanding as of December 31, 2016 738,534 70 $ 145.0 7.0 — Outstanding and exercisable stock options as of December 31, 2016 and 2015 are as follows: Options Outstanding Options Exercisable Number of Options Outstanding Remaining Life (Years) Exercise Price per Share of Stock ($ millions) Number of Options Exercisable Exercise Price Intrinsic Value December 31, 2015 792,534 8.0 $ 143.1 328,445 $ 154.7 $ — December 31, 2016 738,534 7.0 $ 145.0 472,824 $ 152.8 $ — 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 months ended December 31, 2016 and 2015: December 31, 2016 2015 Stock based compensation expense $ 136,060 $ 110,123 As of December 31, 2016 and 2015, there were $272,847 and $408,907 of total unrecognized compensation cost with a remaining vesting period of 1.71 and 2.71 years, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 14 RELATED PARTY TRANSACTIONS 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. 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. 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. The Company has agreed to pay each entity 10% interest per annum on the total amount of the letter of credit. 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, 2016, no draws on the line of credit had taken place. The Company paid $226,667 and $250,000 in interest to the entities during the year ended December 31, 2016 and 2015, respectively. In relation to the 2015 Note financing on December 30, 2015, the Foundation and Spring Forth Investments agreed to enter into subordination agreements with the collateral agent in the 2015 Note financing whereby each agreed to subordinate their debt to the notes issued in the convertible note financing. As consideration for their agreement the Company issued them 2015 Subordination Warrants exercisable for 2 shares of common stock. The 2015 Subordination Warrants included an adjustment provision which provides that the number of common shares the 2015 Subordination Warrants are exercisable into will increase on December 31, 2016 to be 0.5% of the sum of the number of shares actually outstanding on December 31, 2016 plus the number of shares of common stock deemed to be outstanding pursuant to all outstanding options, warrants or convertible securities of the Company. Accordingly, on December 31, 2016 the Company adjusted the 2015 Subordination Warrants such that they are exercisable into 71,131 shares of common stock. All other terms remain the same as the original 2015 Subordination Warrant. In relation to the 2016 Note financing on July 1, 2016, the Foundation and Spring Forth Investments agreed to enter into subordination agreements with the collateral agent in the 2016 Note financing whereby each agreed to subordinate their debt to the notes issued in the convertible note financing. As consideration for their agreement, the Company has agreed to issue to the entities warrants exercisable for 70 shares of common stock (see NOTE 11 WARRANTS). |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 15 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, 2016 and 2015 consists of the following: 2016 2015 Current Federal $ — $ — State and Local 1,750 1,250 1,750 1,250 Deferred Federal — — State and Local — — — — $ 1,750 $ 1,250 The components of the Company’s deferred tax assets for the years ended December 31, 2016 and 2015 are as follows: 2016 2015 Deferred tax assets: Net operating losses 17,720,179 4,263,605 Depreciation and amortization (4,742 ) (182,903 ) Allowance for doubtful accounts 9,681 6,324 Accrued vacation 161,374 112,892 Accrued personal property tax 3,152 4,083 Other 4,292 1,651 Total deferred tax assets 17,893,936 4,205,652 Less: Valuation allowance (17,893,936 ) (4,205,652 ) Net deferred tax assets $ — $ — The following is a reconciliation of the reported amount of income tax expense (benefit) for the years ended December 31, 2016 and 2015 to the amount of income tax expenses that would result from applying the statutory rate to pretax income. 2016 2015 Benefit for income taxes computed at federal statutory rate $ (30,309,817 ) $ (19,685,292 ) State income taxes, net of federal tax benefit (3,977,787 ) (1,998,974 ) Non-deductible expenses 20,524,787 12,902,916 NOL write off due to Section 382 limitation — 23,200,232 Increase (decrease) in valuation allowance 13,688,236 (14,277,865 ) Other, net 76,331 (139,767 ) Provision for income taxes $ 1,750 $ 1,250 Effective tax rate (0.01 )% (0.01 )% As of December 31, 2016 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, 2016 and 2015. The valuation allowance increased by $13,688,236 during the tax year ended December 31, 2016. During the prior year ended December 31, 2015, the Company had a change of ownership for Internal Revenue Code purposes. The amount of the net operating losses for federal and state purposes was reduced to the amount that can be used considering those limitations. The amount presented is reduced based on the section 382 limitation and the carryforward period as provided by the federal and state tax laws. As of December 31, 2016 and 2015, the Company has a net operating loss carry forwards for Federal income tax purposes of $46.7 million and $11.5 million, respectively, which expire in varying amounts during the tax years 2023 and 2035. The Company has net operating loss carry forwards for State income tax purposes of $41.6 million and $10.5 million which expire in varying years from 2025 to 2035. 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, 2016 and 2015, 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, 2016, and 2015, 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, 2016 and 2015 relating to unrecognized tax benefits. The tax years 2013-2016 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, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS | NOTE 16 LEGAL PROCEEDINGS On April 5, 2016 and May 31, 2016, Great Basin Scientific, Inc., received notices from the Utah Labor Commission, Occupational Safety and Health Division (ULC) and/or the Occupational Safety and Health Administration (OSHA) that former employee Christina Steele filed a claim alleging retaliation in violation of the Utah Occupational Safety and Health Act as well as the Corporate and Criminal Fraud Accountability Act of 2002, the Sarbanes-Oxley Act and the Occupational Safety and Health Act, among other claims relating to her employment. Ms. Steele alleges that Great Basin retaliated against her by terminating her employment after she allegedly acted as a whistleblower by allegedly raising concerns with management. Ms. Steele seeks lost wages, future wages, consequential losses, emotional distress damages, interest, fees and costs. The OSHA charge remains under investigation. On June 15, 2016, Ms. Steele also filed a complaint against Great Basin Scientific, Inc. in the United States District Court for the District of Utah alleging retaliation in violation of the False Claims Act based on similar alleged facts. Ms. Steele seeks back pay, special damages, consequential damages, compensatory damages, interest, fees and costs. On August 15, 2016, Great Basin Scientific, Inc. filed a motion to dismiss Ms. Steele’s claims. On November 21, 2016, the United States District Court for the District of Utah granted the Company's motion to dismiss and dismissed Ms. Steele's claims with prejudice. Judgement was entered in favor of Great Basin Scientific, Inc. on November 28, 2016. Ms. Steele has appealed the court’s order to the United States Court of Appeals for the 10 th th The Company asserts that the claims are without merit and that the employee resigned and was not terminated. We are not currently a party to any other material pending 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. |
GEOGRAPHIC INFORMATION
GEOGRAPHIC INFORMATION | 12 Months Ended |
Dec. 31, 2016 | |
Geographic Information [Abstract] | |
GEOGRAPHIC INFORMATION | NOTE 17 GEOGRAPHIC INFORMATION The Company has both domestic (U.S.) and international customers for its products. Sales for the years ended December 31, 2016 and 2015 were as follows: 2016 2015 Domestic sales $ 3,010,371 $ 2,096,825 International sales 37,755 45,215 Total sales $ 3,048,126 $ 2,142,040 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 SUBSEQUENT EVENTS In January and February 2017 holders of the 2016 Notes were issued shares of the Company’s common stock in connection with conversions at the election of such holders pursuant to the terms of the 2016 Notes. In connection with the conversions, the Company issued 1,485,139,803 shares of Common Stock. As per the terms of the 2016 Notes, the Conversion Shares immediately reduced the principal amount outstanding of the 2016 Notes by $3.9 million based upon a conversion price between $0.044 and $0.00068 per share. In January and February 2017 In February 2017, the Company and the holders of 2016 Notes entered into an agreement, pursuant to which the Company agreed to redeem $38.9 million of the 2016 Notes held by each of the holders for an aggregate redemption price of $38.9 million, which will satisfy such redemption note in full. The Company paid the redemption price for the redemption notes from cash held in the restricted accounts of the Company. At a Special Meeting of Stockholders held on March 9, 2017, our stockholders (i) approved a reverse split of our common stock at a ratio between 1-for-1,700 and 1-for-2,000, to be effective upon a date on or prior to May 31, 2017, such ratio and date to be determined by our Board and (ii) approved the increase to our authorized common stock from 1,500,000,000 shares to 3,000,000,000 shares. |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and reflect the financial position, results of operations and cash flows of the Company. |
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 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. |
Restricted Cash | Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded as restricted cash on our balance sheet. On December 30, 2015, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued $22.1 million senior secured convertible notes (the “2015 Notes”) and received $18.4 million in cash proceeds. Under the terms of the 2015 Notes, at closing the Company received an initial tranche of $4.6 million for immediate use by the Company for general corporate purposes. The remaining cash proceeds of $13.8 million was restricted as of December 31, 2015 and subject to an account control agreement. The restrictions were removed and became available to the Company pursuant to the terms of the 2015 Notes at various dates throughout 2016. On July 1, 2016 th e Company entered into a Securities Purchase Agreement pursuant to which the Company issued $75 million in senior secured convertible notes (the “2016 Notes”) and received $68.0 million in cash proceeds. Under the terms of the 2016 Notes, at closing the Company received an initial tranche of $6.0 million for immediate use for general corporate purposes. The remaining cash proceeds of $62.0 million were restricted and subject to an account control agreement. The release of restrictions on cash held under the terms of the 2016 Notes depends upon the Company’s satisfaction of certain equity conditions that include the common stock listed on an eligible market, stock trading volume, share price and other requirements. |
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 allowance for doubtful accounts at December 31, 2016 and 2015 was $25,169 and $16,892, 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, 2016 and 2015: December 31, 2016 2015 Raw materials $ 1,076,764 $ 758,870 Work-in-process 274,741 277,827 Finished goods 70,067 96,445 Total inventories $ 1,421,572 $ 1,133,142 |
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. |
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, 2016 and 2015, intangible assets totaled $42,586 and $119,171 valued at cost of $600,000 less accumulated amortization of $557,414 and $480,829, respectively. The Company recorded amortization associated with these agreements of $76,585 and $97,407 for the years ended December 31, 2016 and 2015, respectively. The intangible assets will be fully amortized during the year ended December 31, 2017. |
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, FDA approvals 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 Liability Instruments | Fair Value Liability Instruments The Company accounts for derivative instruments under the provisions of Accounting Standards Codification (“ASC”) 815 Derivatives and Hedging. The Company accounts for other fair value liability instruments under the provisions of ASC 480 Distinguishing Liabilities from Equity. |
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 internal models used to determine fair value for these Level 3 instruments use certain significant unobservable inputs and their use requires determination of relevant inputs and assumptions. Accordingly, changes in these unobservable inputs may have a significant impact on fair value. Such inputs include risk free interest rate, expected average life, expected dividend yield, and expected volatility. These Level 3 liabilities would decrease (increase) in value based upon an increase (decrease) in risk free interest rate and expected dividend yield. Conversely, the fair value of these Level 3 liabilities would generally increase (decrease) in value if the expected average life or expected volatility were to increase (decrease). |
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 ASC 718 Compensation—Stock Compensation. |
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, accounts payable and convertible notes 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. The carrying amount of convertible notes payable on the balance sheet approximates fair value. 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, 2016, no one customer had over 10% of the accounts receivable balance. As of December 31, 2015, 17% of the accounts receivable balance resulted from one customer. Allowances for bad debt in the amount of $25,169 and $16,892 were recorded against accounts receivable for the years ended December 31, 2016 and 2015, respectively. Bad debt expense in the amount of $12,702 and $0 was recorded for the years ended December 31, 2016 and 2015, respectively. The Company cannot ensure that such losses will not be realized in the future. The Company’s customers consist of hospitals, clinics, laboratories and other healthcare providers in the United States, the European Union and New Zealand. For the years ended December 31, 2016 and 2015, there were no customers that accounted for more than 10% of revenues. |
Income Taxes | Income Taxes The Company accounts for income taxes under Financial Accounting Standards Board (“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. The Company has incurred significant losses that have created a deferred tax asset. 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 Company has considered the facts and circumstances surrounding the future realization of the deferred tax asset and determined that a full valuation allowance should be recorded. 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, 2016 and 2015, the potentially dilutive shares are anti-dilutive and are thus not added into the loss per share calculations. As of December 31, 2016 and 2015, there were 15,912,142 and 33 potentially dilutive shares, respectively. |
Reverse Stock Split | Reverse Stock Split On December 11, 2015, the Company effected a reverse stock split of the Company’s common stock whereby each sixty shares of common stock was replaced with one share of common stock (with no fractional shares issued). The par value of the common stock was adjusted from $0.001 per share to $0.0001 per share as a result of the reverse stock split. The authorized shares of the common stock were not adjusted. On March 30, 2016, the Company effected a reverse stock split of the Company’s common stock whereby each thirty-five shares of common stock were replaced with one share of common stock (with no fractional shares issued). On September 16, 2016, the Company effected a reverse stock split of the Company’s common stock whereby each eighty shares of common stock were replaced with one share of common stock (with no fractional shares issued). The par value and the number of authorized shares of the common stock were not adjusted. On December 28, 2016, the Company effected a reverse stock split of the Company’s common stock whereby each three hundred shares of common stock were replaced with one share of common stock (with no fractional shares issued). The par value and the number of authorized shares of the common stock was not adjusted as a result of the reverse stock split. However, the number of authorized shares was increased to 1,500,000,000 as a result of an amendment to the Certificate of Incorporation. All common share and per share amounts for all periods presented in these financial statements have been adjusted retroactively to reflect these reverse stock splits. The quantity of Series E Preferred Stock and all warrants and employee and other options were not included in the reverse stock splits and their outstanding quantities have not been adjusted. However, the conversion and exchange ratios were adjusted for the effect of the reverse stock splits such that upon conversion each 50.4 million shares of Series E Preferred Stock will be converted into four shares of common stock and each 50.4 million of Class A, Class B, Series B, common warrants and options will be exercisable into one share of common stock. The Series G, Series H and 2016 Subordination Warrants conversion ratio has been adjusted such that each 24,000 of the Series G, Series H and 2016 Subordination Warrants will now be exercisable into one share of common stock. The Series D and 2015 Subordination Warrants conversion ratio was also adjusted for the effect of the reverse splits, but pursuant to the December 31, 2016 adjustment provision in the warrant agreement the conversion ratio was reset such that each one of the Series D and Subordination Warrants will be exercisable into one share of common stock. Please see NOTE 11 WARRANTS for further explanation and detail on each type of warrant. |
Reclassification | Reclassification Certain items on the 2015 Balance Sheet have been reclassified to conform to the presentation of the 2016 Balance Sheet. When a company issues convertible debt and the conversion option is bifurcated as a derivative liability, the conversion option should be combined with the debt on the company’s balance sheet. The Company combined the derivative liability of the embedded conversion feature of the 2016 Notes in the 2016 Balance Sheet presentation. Accordingly the presentation on the 2015 Balance Sheet was reclassified such that the current portion of convertible notes payable, net of discount was increased to $16,575,000 and convertible notes payable, net of current portion and debt discount was increased to $2,177,657. There was a corresponding decrease in the derivative liability in the amount of $16,588,940, and an increase in total current liabilities of $14,936,283. No other balance sheet items were impacted by this presentation correction. The Company has evaluated the effect of the incorrect presentation, both qualitatively and quantitatively, and concluded that it did not have a material impact on the 2015 financial statements. |
New Accounting Pronouncements | New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“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. The Company has elected to use the extended transition period provided in JOBS Act for complying with new or revised accounting standards that have different effective dates for public and private companies. The new accounting pronouncements below indicate the public company transition dates, however, the Company has not yet decided whether to early adopt these standards. In November 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) . The objective of this update is to add or clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those annual periods and is to be applied utilizing a retrospective approach. Early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . The objective of this update is to simplify several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company has adopted this standard and the effects are reflected in its financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases The Company has approximately $3 million of operating lease obligations as of December 31, 2016 (see Note 6) and upon adoption of this standard it will record a right-of-use asset and lease liability for present value of these leases. However, the statement of operations recognition of lease expenses is not expected to change from the current methodology. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory In April 2015, the FASB issued ASU No. 2015-03, Interest – Imputation of Interest, Simplifying the Presentation of Debt Issuance Cost. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, 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 to 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. In April 2016, the FASB issued ASU No. 2016-10, Identifying Performance Obligations and Licensing, which clarified various aspects of the core principle in ASU No. 2014-09 pertaining to identifying promised goods and services. In May 2016, the FASB issued ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients, which clarified certain consideration collectability requirements described in ASU No. 2014-09. In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which addressed several narrow aspects of the guidance included in ASU No. 2014-09. All four standards were originally effective for annual periods beginning after December 15, 2016, and interim periods therein, and were to be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. In August 2015, the FASB deferred the effective date of ASU 2014-09 to fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company is currently in the process of determining the impact of adoption of the provisions of ASU 2014-09, ASU 2016-10, ASU 2016-12, and ASU 2016-20 on its financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Inventories | Inventories consisted of the following at December 31, 2016 and 2015: December 31, 2016 2015 Raw materials $ 1,076,764 $ 758,870 Work-in-process 274,741 277,827 Finished goods 70,067 96,445 Total inventories $ 1,421,572 $ 1,133,142 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at December 31, 2016 and December 31, 2015: December 31, 2016 2015 Construction in progress $ 1,544,839 $ 680,679 Analyzers 7,867,406 5,045,481 Computers and office equipment 846,482 462,441 Machinery and equipment 3,013,376 2,372,556 Leasehold improvements 494,014 393,271 Furniture and fixtures 128,210 72,618 Equipment under capital lease 2,175,476 2,148,476 16,069,803 11,175,522 Less: accumulated depreciation and amortization (5,991,319 ) (3,433,531 ) Total property and equipment, net $ 10,078,484 $ 7,741,991 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following as of December 31, 2016 and 2015: December 31, 2016 2015 Accrued payroll $ 1,398,288 $ 1,094,666 Royalties 167,240 75,642 Accrued interest 16,114 44,291 Accrued consulting fees 150,000 - Accrued property and use tax 756,348 10,905 Accrued placement fees on convertible notes 4,480,163 - Other 139,333 87,645 Total accrued liabilities $ 7,107,486 $ 1,313,149 |
LEASE COMMITMENTS (Tables)
LEASE COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Annual Future Minimum Lease Payments of Capital Leases | Annual future minimum lease payments of capital leases for the next five years are as follows: Years ended December 31, 2017 $ 940,307 2018 17,325 2019 17,325 2020 17,325 2021 10,106 Total capital lease payments 1,002,388 Less amount representing interest (81,427 ) Total future minimum lease payments 920,961 Less current portion of capital leases (865,049 ) Long term portion of capital leases $ 55,912 |
Schedule of Operating Lease Commitments | Operating lease commitments for the next five years are as follows: Years ended December 31, 2017 $ 750,225 2018 638,985 2019 637,663 2020 636,211 2021 417,850 Total operating lease commitments $ 3,080,934 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Balance Sheet Presentation of Convertible Notes Outstanding | The following table summarizes the balance sheet presentation of convertible notes outstanding at December 31, 2015: Convertible notes payable, principal $ 22,100,000 Debt discounts (19,936,283 ) Conversion feature derivative liability 16,588,940 Net convertible note payable 18,752,657 Less current portion 16,575,000 Convertible notes payable, long term $ 2,177,657 |
Schedule of Extinguishment of Debt | A summary of the conversions accounted as extinguishments for the year ended December 31, 2016 is as follows: Fair value of common stock issued $ 36,631,149 Less: 2015 Note principal extinguished 13,666,887 Debt discount related to extinguished 2015 Note (3,529,806 ) Derivative liability extinguished 5,519,044 Loss on extinguishment of debt $ 20,975,024 The difference between the carrying value of the host 2015 Notes and embedded conversion feature and the fair value of the Series F Preferred Stock was $3,347,971 and recognized as a loss on extinguishment of debt during the year ended December 31, 2016 as calculated below: Fair value of Series F preferred stock issued $ 12,071,249 Less: Principal amount on 2015 Notes 8,433,113 Fair value of embedded conversion feature 1,562,988 Unamortized debt discount on 2015 Notes (1,272,823 ) Loss on extinguishment of debt $ 3,347,971 |
Summary of Future Principal Payments | The following summarizes by year the future principal payments on the 2016 Convertible Note as of December 31, 2016: Years ended December 31, 2017 $ 60,000,000 2018 15,000,000 Total future principal payments $ 75,000,000 |
2016 Notes | |
Summary of Balance Sheet Presentation of Convertible Notes Outstanding | The following table summarizes the balance sheet presentation of the 2016 Notes outstanding at December 31, 2016: Convertible notes payable, principal $ 75,000,000 Debt discounts (43,604,417 ) Conversion feature derivative liability 43,604,417 Net convertible note payable 75,000,000 Less current portion (60,000,000 ) Convertible notes payable, long term $ 15,000,000 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Schedule Of Warrants Outstanding and Exercisable | The following table outlines the warrants outstanding and exercisable as of December 31, 2015. All warrants have been accounted for as derivative liabilities (see NOTE 12 FAIR VALUE LIABILITIES): Warrants Outstanding and Exercisable Total Shares of Common Stock Underlying the Warrant Aggregate Exercise Price for One Common Share ($ millions) Expiration Class A 1,532,598 48 $1.6 April 2021 - July 2021 Class B 1,310,956 29 $1.6 April 2021 - July 2021 Series B 1,074,082 34 $441.0 March 2021 - July 2021 Series C 5,229,973 13 $128.5 January 2017 Series D 3,503,116 8 $1.6 June 2021 2015 Subordination 105,516 2 $1.6 June 2021 Common 463,356 26 $100.8 - $1,612.0 April 2016 - July 2021 Total Warrants 13,219,597 160 The following table outlines the warrants outstanding as of December 31, 2016. All warrants have been accounted for as derivative liabilities (see NOTE 12 FAIR VALUE LIABILITIES): Warrants Outstanding Total Shares of Common Stock Underlying the Warrant Aggregate Exercise Price for One Common Share Expiration Class A 1,532,598 48 $6.00 April 2021 - July 2021 Class B 1,310,956 29 $6.00 April 2021 - July 2021 Series B 1,074,082 34 $27.5 million March 2021 - July 2021 Series D 2,361,468 2,361,468 $6.00 June 2021 2015 Subordination 71,131 71,131 $6.00 June 2021 Series G 3,075,000 159 $6.00 June 2021 Series H 56,250,000 2,346 $6.00 December 2021 2016 Subordination 1,687,500 71 $6.00 December 2021 Common 372,331 19 $6.00 - $1,612.8 million February 2017 - July 2021 Total Warrants 67,735,066 2,435,305 |
Common Stock Warrants Activity | The following table summarizes the common stock warrant activity during the years ended December 31, 2016 and 2015: Common Stock Warrants Weighted Average Exercise Price Per Share $ Weighted Average Remainder Contractual Term in Years As of December 31, 2015: Warrants outstanding as of January 1, 2015 5,447,940 3,502,800 4.9 Granted 26,617,714 2,276,400 4.3 Exercised (17,547,639 ) 2,074,800 4.0 Expired (1,298,418 ) 2,083,200 3.4 Warrants outstanding as of December 31, 2015 13,219,597 2,276,400 4.7 As of December 31, 2016: Warrants outstanding as of January 1, 2016 13,219,597 2,276,400 4.7 Granted 119,897,500 5,623 5.7 Exercised (5,314,973 ) 2,050,268 4.1 Extinguished (59,976,033 ) 201,371 5.9 Expired (91,025 ) 504,000,000 - Warrants outstanding as of December 31, 2016 67,735,066 2,758 4.9 |
FAIR VALUE LIABILITIES (Tables)
FAIR VALUE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Summary of Assumptions for Fair Value Measurement Model | . The following assumptions were used as inputs to the binomial model with Monte Carlo simulation to reflect different scenarios where reset may be triggered in 2016: Trading price of common stock on measurement date $789,600 - $924,000 Conversion price (1) $730,800 - $865,200 Risk free interest rate (2) 0.86% Conversion notes lives in years 1.33 Expected volatility (3) 215% Expected dividend yield (4) — Expected probability of shareholder approval (5) 85% (1) The conversion price of the convertible notes was calculated based on the formula in the Notes agreement as of the respective measurement date (2) The risk-free interest rate was determined by management using the 1.5-year Treasury Bill as of the respective measurement date. (3) The volatility factor was estimated by using the historical volatilities of the Company’s trading history. (4) Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. (5) Management has estimated a probability of 85% that shareholder approval will be obtained for the removal of the 19.9% conversion cap. This is based on past shareholder voting history and discussions with current shareholders and consultants. The fair value of the derivative was calculated at the various extinguishment dates using a modified binomial model to reflect different scenarios where reset may be triggered using the following range of assumptions: Trading price of common stock on measurement date $9.00 - $37,200 Conversion price (1) $7.45 - $29,280 Risk free interest rate (2) 0.29% - 0.52% Conversion notes lives in years 0.48 - 0.81 Expected volatility (3) 224.7 – 244.8% Expected dividend yield (4) — (1) The conversion price was calculated based on the formula in the 2015 Notes agreement as of the respective measurement dates. (2) The risk-free interest rate was determined by management using the average of the 6 month and 1-year Treasury Bill as of the respective measurement date. (3) The volatility factor was estimated by using the historical volatilities of the Company’s trading history. (4) Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. The fair value of the derivative was calculated at November 3, 2016 using a modified binomial model to reflect different scenarios where reset may be triggered using the following of assumptions: Trading price of common stock on measurement date $ 9.00 Conversion price (1) $ 7.74 Risk free interest rate (2) 0.52 % Conversion notes lives in years 0.48 Expected volatility (3) 244.3 % Expected dividend yield (4) — (1) The conversion price was calculated based on the formula in the 2015 Notes agreement as of the respective measurement date (2) The risk-free interest rate was determined by management using the average of the 6 month and 1-year Treasury Bill as of the respective measurement date. (3) The volatility factor was estimated by using the historical volatilities of the Company’s trading history. (4) Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. the Company determined the fair value of the Series D Warrants and 2015 Subordination Warrants to be $14.1 million using a binomial model with Monte Carlo simulation to reflect different scenarios where reset may be triggered and to project the range of the additional shares to be issued on December 31, 2016 due to the 16.6% and 0.5% requirement using the following assumptions: Trading price of common stock on measurement date $789,600 - $924,000 Conversion price (1) 1,554,000 Risk free interest rate (2) 1.80% Warrant lives in years 5.50 Expected volatility (3) 215% Expected dividend yield (4) — (1) The exercise price of the Series D Warrants calculated by 120% of the arithmetic average of five weighted average price of the common stock on the five consecutive trading days prior to issuance date on December 30, 2015. (2) The risk-free interest rate was determined by management using the 5-year Treasury Bill as of the respective measurement date. (3) The volatility factor was estimated by using the historical volatilities of the Company’s trading history. (4) Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. The Company determined the fair value of the Series D Warrants and 2015 Subordination Warrants to be $4.1 million at December 31, 2016 using a binomial model with a Monte Carlo simulation to reflect different scenarios where reset may be triggered and to project the range of the additional shares to be issued on December 31, 2016 using the following assumptions: Trading price of common stock on measurement date $ 1.71 Exercise price (1) $ 6.00 Risk free interest rate (2) 1.93 % Warrant lives in years 4.50 Expected volatility (3) 240.9 % Expected dividend yield (4) — (1) The exercise price of the Series D and Subordination Warrants was calculated based on the terms in the warrant agreement. (2) The risk-free interest rate was determined by management using the 5-year Treasury Bill as of the respective measurement date. (3) The volatility factor was estimated by using the historical volatilities of the Company’s trading history. (4) Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. The Company determined the fair value of the Series E Warrants to be $6,800,927 at April 7, 2016 using a binomial model with a Monte Carlo simulation model using the following assumptions: April 7, 2016 Trading price of common stock on measurement date $ 98,160 Exercise price (1) $ 96,240 Risk free interest rate (2) 1.30 % Warrant lives in years 5.89 Expected volatility (3) 228.1 % Expected dividend yield (4) — (1) The exercise price of the Series E Warrants was calculated based on the terms in the warrant agreement. (2) The risk-free interest rate was determined by management using an average of the 5-year and 7-year Treasury Bill as of the respective measurement date. (3) The volatility factor was estimated by using the historical volatilities of the Company’s trading history. (4) Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. The fair value of the Series G Warrants on June 1, 2016 using the Black Scholes valuation method was $6.0 million using the following assumptions: Trading price of common stock on measurement date $ 20,265 Exercise price (1) $ 19,950 Risk free interest rate (2) 1.39 % Term 5.00 Expected volatility (3) 227.5 % Expected dividend yield — (1) The exercise price of the Series G Warrants was calculated based on the terms in the warrant agreement. (2) The risk-free interest rate was determined by management using an average of the 5-year and 7-year Treasury Bill as of the respective measurement date. (3) The volatility factor was estimated by using the historical volatilities of the Company’s trading history. (4) Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. The fair value of the 85,000 Series G Warrants exercised for cash was calculated using a Black Scholes model with the following inputs: July 11, 2016 Trading price of common stock on measurement date $ 33,840 Exercise price (1) $ 32,160 Risk free interest rate (2) 1.03 % Warrant lives in years 4.89 Expected volatility (3) 225.8 % Expected dividend yield (4) — (1) The exercise price of the Series G Warrants was calculated based on the terms in the warrant agreement. (2) The risk-free interest rate was determined by management using the average of the 5-year Treasury Bill as of the respective measurement date. (3) The volatility factor was estimated by using the historical volatilities of the Company’s trading history. (4) Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. The Company determined the fair value of the remaining 3,075,000 Series G Warrants to be $272 on December 31, 2016 using a Black Scholes valuation model with the following assumptions: December 31, 2016 Trading price of common stock on measurement date $ 1.71 Exercise price (1) $ 6.00 Risk free interest rate (2) 1.93 % Warrant lives in years 4.41 Expected volatility (3) 240.9 % Expected dividend yield (4) — (1) The exercise price of the Series G Warrants as defined in the warrant agreement at June 1, 2016. The reset provision at July 1, 2016 that was known at June 30, 2016. (2) The risk-free interest rate was determined by management using the 5-year Treasury Bill as of the respective measurement date. (3) The volatility factor was estimated by using the historical volatilities of the Company’s trading history. (4) Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. The Company determined the fair value of the conversion feature to be $80.6 million and $75.8 million, at inception (July 1, 2016) and December 31, 2016, respectively. Although the embedded conversion feature is bifurcated from the 2016 Notes for measurement purposes, the embedded derivative is combined, only to extent of the face value of the note, with the 2016 Notes for presentation purposes on the balance sheet. The Company determined fair value using a modified binomial model to reflect different scenarios where reset may be triggered using the following assumptions: July 1, 2016 December 31, 2016 Trading price of common stock on measurement date $ 42,480 $ 1.71 Exercise price (1) $ 32,160 $ 1.49 Risk free interest rate (2) 0.59 % 0.97 % Term 1.84 1.33 Expected volatility (3) 228.1 % 240.9 % Expected dividend yield — — (1) The conversion price was calculated based on the formula in the 2016 Notes agreement as of the respective measurement date (2) The risk-free interest rate was determined by management using the average of the 1-year and 2-year Treasury Bill as of the respective measurement date. (3) The volatility factor was estimated by using the historical volatilities of the Company’s trading history. The Company determined the fair value of the Series H Warrants and 2016 Subordination Warrants to be $101.6 million and $4,089 at inception (July 1, 2016) and December 31, 2016, respectively. The Company determined the fair value using a modified binomial model to reflect different scenarios where reset may be triggered using the following assumptions: July 1, 2016 December 31, 2016 Trading price of common stock on measurement date $ 42,480 $ 1.71 Exercise price (1) $ 49,920 $ 6.00 Risk free interest rate (2) 1.01 % 1.93 % Term 5.50 5.00 Expected volatility (3) 228.1 % 240.9 % Expected dividend yield — — (1) The exercise price of the Series H and Subordination Warrants was calculated based on the terms in the warrant agreement. (2) The risk-free interest rate was determined by management using the 5-year Treasury Bill as of the respective measurement date. (3) The volatility factor was estimated by using the historical volatilities of the Company’s trading history. (4) Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. The Company used the following assumptions for the fair value calculations of non-mandatory shares of Series F Preferred Stock shares using the modified binomial model to reflect different scenarios where reset may be triggered: July 1, 2016 December 2016 December 31, 2016 Trading price of common stock on measurement date $ 9.00 $1.84 - $1.85 $ 1.71 Exercise price (1) $ 6.00 $1.59 - $1.60 $ 1.52 Risk free interest rate (2) 0.81 % 1.22 - 1.26% 1.20 % Term 2.00 1.84 1.84 Expected volatility (3) 244.3 % 240.9 % 240.9 % Expected dividend yield (4) — — — (1) The conversion price of the Series F was calculated based off the lower of the fixed conversion rate of $6.00 (split adjusted) and 85% of the lower of the (1) 3 lowest VWAP days in the past 20 trading days and (2) the VWAP of the preceding day. (2) The risk-free interest rate was determined by management using the 2-year Treasury Bill as of the respective measurement date. (3) The volatility factor was estimated by using the historical volatilities of the Company’s trading history. (4) Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. |
Schedule of Fair Value Warrants Excess of Proceeds Recorded as Loss in Earnings | The fair value of the warrants is in excess of the proceeds received and the Company is required to record the fair value over the net proceeds received as a loss in earnings. Therefore, at inception, the loss recorded in earnings is calculated as follows: Net proceeds received $ 5,268,030 Less: Par value of common stock issued (316 ) Fair value Series G Warrants issued (6,034,735 ) Loss on issuance $ (767,021 ) |
Summary of Change in the Value of the Fair Value Level 3 Liabilities | The following summarizes the total change in the value of the fair value Level 3 liabilities during the year ended December 31, 2015: Common Stock Warrants Conversion Feature of Notes Series F Preferred Stock Total As of December 31, 2015: Balance at January 1, 2015 $ 9,998,636 $ — $ — $ 9,998,636 Issuance of warrants, options and convertible note 39,372,885 16,654,094 — 56,026,979 Exercise and expiration of warrants and unit purchase option (42,558,951 ) — — (42,558,951 ) Change in fair value of warrants, options and conversion feature 19,779,962 (65,154 ) — 19,714,808 Balance at December 31, 2015 $ 26,592,532 $ 16,588,940 $ — $ 43,181,472 The following summarizes the total change in the value of the fair value Level 3 liabilities during the year ended December 31, 2016: Common Stock Warrants Conversion Feature of Notes Series F Preferred Stock Total As of December 31, 2016: Balance at January 1, 2016 $ 26,592,532 $ 16,588,940 $ — $ 43,181,472 Issuance of convertible note, warrants and preferred stock 112,770,932 80,599,528 12,071,249 205,441,709 Exercise and expiration of warrants, options, convertible notes,and preferred stock (19,304,203 ) (7,082,033 ) (3,442,159 ) (29,828,395 ) Change in fair value of warrants, options, conversion feature and preferred stock (115,937,425 ) (14,279,674 ) (2,974,084 ) (133,191,183 ) Balance at December 31, 2016 $ 4,121,836 $ 75,826,761 $ 5,655,006 $ 85,603,603 |
Derivative Liability | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Summary of Change in the Value of the Fair Value Level 3 Liabilities | The following table reconciles the Level 3 fair value liabilities to the derivative liability on the balance sheet at December 31, 2015: Common Stock Warrants Conversion Feature of Notes Total Derivative Liability As of December 31, 2015: Fair value Level 3 liabilities $ 26,592,532 $ 16,588,940 $ 43,181,472 Portion of derivative liability combined with convertible note — (16,588,940 ) (16,588,940 ) Derivative liability on balance sheet at December 31, 2015 $ 26,592,532 $ — $ 26,592,532 The following table reconciles the Level 3 fair value liabilities to the derivative liability on the balance sheet at December 31, 2016: Common Stock Warrants Conversion Feature of Notes Total Derivative Liability As of December 31, 2016: Fair value Level 3 liabilities $ 4,121,836 $ 75,826,761 $ 79,948,597 Portion of derivative liability combined with convertible note — (43,604,417 ) (43,604,417 ) Derivative liability on balance sheet at December 31, 2016 $ 4,121,836 $ 32,222,344 $ 36,344,180 |
Series F Preferred Stock | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
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 their fair value hierarchy at December 31, 2016 and December 31, 2015: Fair Value Measurement at December 31, 2016 Level 1 Level 2 Level 3 Total Fair value liability Series F preferred stock $ — $ — $ 5,655,006 $ 5,655,006 Common stock warrants $ — $ — $ 4,121,836 $ 4,121,836 Conversion feature of 2016 Notes $ — $ — $ 75,826,761 $ 75,826,761 Total fair value liabilities $ — $ — $ 85,603,603 $ 85,603,603 Fair Value Measurement at December 31, 2015 Level 1 Level 2 Level 3 Total Fair value liability Common stock warrants $ — $ — $ 26,592,532 $ 26,592,532 Conversion feature of 2015 Notes $ — $ — $ 16,588,940 $ 16,588,940 Total fair value liabilities $ — $ — $ 43,181,472 $ 43,181,472 |
Series E Warrants | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Schedule Of Gain Loss on Exchange and Issuance of Warrants | The difference between the fair value of the liability extinguished and the fair value of the consideration provided on April 7, 2016 was recorded as a gain in the statement of operations as follows: Fair value of Series E Warrants exchanged $ 6,800,927 Fair value of common stock issued 2,659,154 Gain on exchange of warrants $ 4,141,773 |
EMPLOYEE STOCK OPTIONS (Tables)
EMPLOYEE STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased 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 granted in 2015 using the Black-Scholes method: Fair market value of one share of common stock $129 million Aggregate exercise price of 60 options $129 million Risk free rate 1.71 % Dividend yield — % Expected volatility 127.52 % Expected term 6.14 years |
Summary of Employee Stock Option Activity | The following table summarizes the Company’s total employee stock option activity for the years ended December 31, 2016 and 2015: Options Total Shares of Common Stock Underlying the Options Weighted Average Exercise Price for One Common Share (millions) Weighted Average Remaining Contractual Term in Years Intrinsic Value $ As of December 31, 2015: Options outstanding as of January 1, 2015 703,034 99 $ 150.2 8.8 — Granted 117,500 3 $ 129.0 9.6 — Exercised — — $ — — — Forfeited/expired (28,000 ) (14 ) $ 260.1 8.6 — Options outstanding as of December 31, 2015 792,534 88 $ 143.1 8.0 — As of December 31, 2016: — Options outstanding as of January 1, 2016 792,534 88 $ 143.1 8.0 — Granted — — — — — Exercised — — — — — Forfeited/expired (54,000 ) (18 ) $ 118.5 7.8 — Options outstanding as of December 31, 2016 738,534 70 $ 145.0 7.0 — |
Summary of Stock Options Outstanding and Exercisable | Outstanding and exercisable stock options as of December 31, 2016 and 2015 are as follows: Options Outstanding Options Exercisable Number of Options Outstanding Remaining Life (Years) Exercise Price per Share of Stock ($ millions) Number of Options Exercisable Exercise Price Intrinsic Value December 31, 2015 792,534 8.0 $ 143.1 328,445 $ 154.7 $ — December 31, 2016 738,534 7.0 $ 145.0 472,824 $ 152.8 $ — |
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 months ended December 31, 2016 and 2015: December 31, 2016 2015 Stock based compensation expense $ 136,060 $ 110,123 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Expense | The income tax expense for the years ended December 31, 2016 and 2015 consists of the following: 2016 2015 Current Federal $ — $ — State and Local 1,750 1,250 1,750 1,250 Deferred Federal — — State and Local — — — — $ 1,750 $ 1,250 |
Components of Deferred Tax Assets | The components of the Company’s deferred tax assets for the years ended December 31, 2016 and 2015 are as follows: 2016 2015 Deferred tax assets: Net operating losses 17,720,179 4,263,605 Depreciation and amortization (4,742 ) (182,903 ) Allowance for doubtful accounts 9,681 6,324 Accrued vacation 161,374 112,892 Accrued personal property tax 3,152 4,083 Other 4,292 1,651 Total deferred tax assets 17,893,936 4,205,652 Less: Valuation allowance (17,893,936 ) (4,205,652 ) Net deferred tax assets $ — $ — |
Reconciliation of Reported Amount of Income Tax Expense (Benefit) | The following is a reconciliation of the reported amount of income tax expense (benefit) for the years ended December 31, 2016 and 2015 to the amount of income tax expenses that would result from applying the statutory rate to pretax income. 2016 2015 Benefit for income taxes computed at federal statutory rate $ (30,309,817 ) $ (19,685,292 ) State income taxes, net of federal tax benefit (3,977,787 ) (1,998,974 ) Non-deductible expenses 20,524,787 12,902,916 NOL write off due to Section 382 limitation — 23,200,232 Increase (decrease) in valuation allowance 13,688,236 (14,277,865 ) Other, net 76,331 (139,767 ) Provision for income taxes $ 1,750 $ 1,250 Effective tax rate (0.01 )% (0.01 )% |
GEOGRAPHIC INFORMATION (Tables)
GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Geographic Information [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, 2016 and 2015 were as follows: 2016 2015 Domestic sales $ 3,010,371 $ 2,096,825 International sales 37,755 45,215 Total sales $ 3,048,126 $ 2,142,040 |
Description of Business - Addit
Description of Business - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Description Of Business [Line Items] | |
Date of incorporation | Jun. 27, 2003 |
Nevada Corporation | |
Description Of Business [Line Items] | |
Date of merger | Aug. 29, 2008 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Additional Information (Detail) | Dec. 28, 2016$ / sharesshares | Sep. 16, 2016 | Jul. 11, 2016shares | Mar. 30, 2016 | Dec. 30, 2015USD ($) | Dec. 11, 2015$ / shares | Dec. 31, 2016USD ($)AgreementCustomer$ / sharesshares | Dec. 31, 2015USD ($)Customer$ / sharesshares | Jul. 01, 2016USD ($) |
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Cash, FDIC insured amount | $ 250,000 | ||||||||
Proceeds from issuance of convertible notes payable | 5,407,772 | $ 4,135,000 | |||||||
Cash, restricted | 47,066,313 | 13,800,000 | |||||||
Allowance for doubtful accounts receivable, current | $ 25,169 | 16,892 | |||||||
Number of licensing and royalty agreements | Agreement | 2 | ||||||||
Intangible assets amortization period | 7 years | ||||||||
Total intangible assets valued at cost | $ 600,000 | $ 600,000 | |||||||
Total intangible assets | 42,586 | 119,171 | |||||||
Accumulated amortization | 480,829 | 557,414 | |||||||
Amortization of intangible assets | 76,585 | 97,407 | |||||||
Bad debt expense | $ 12,702 | $ 0 | |||||||
Dilutive shares excluded from computation of earnings per share | shares | 15,912,142 | 33 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized | shares | 1,500,000,000 | 1,500,000,000 | 200,000,000 | ||||||
Current portion of convertible notes payable, net of discount | $ 60,000,000 | $ 16,575,000 | |||||||
Convertible notes payable, net of current portion and debt discount | 15,000,000 | 2,177,657 | |||||||
Total current liabilities | 71,496,854 | $ 22,131,727 | |||||||
Operating lease obligations | $ 3,080,934 | ||||||||
Series E Preferred Stock | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion of stock, shares converted | shares | 13,967 | 2,650,403 | |||||||
Common Stock | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Reverse stock split ratio, description | each sixty shares of common stock was replaced with one share of common stock | ||||||||
Reverse stock split ratio | 0.01666667 | ||||||||
Common stock, shares authorized | shares | 1,500,000,000 | 1,500,000,000 | |||||||
Common Stock | Series E Preferred Stock | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion of stock, shares converted | shares | 4 | ||||||||
Common Stock | Options | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion of stock, shares converted | shares | 1 | ||||||||
Scenario, Previously Reported | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||
Reclassification | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Current portion of convertible notes payable, net of discount | $ 16,575,000 | ||||||||
Convertible notes payable, net of current portion and debt discount | 2,177,657 | ||||||||
Decrease in derivative liability | (16,588,940) | ||||||||
Total current liabilities | $ 14,936,283 | ||||||||
September 16, 2016 | Common Stock | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Reverse stock split ratio, description | each eighty shares of common stock were replaced with one share of common stock | ||||||||
Reverse stock split ratio | 0.0125 | ||||||||
December 28, 2016 | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion and exchange ratio | However, the conversion and exchange ratios were adjusted for the effect of the reverse stock splits such that upon conversion each 50.4 million shares of Series E Preferred Stock will be converted into four shares of common stock and each 50.4 million of Class A, Class B, Series B, common warrants and options will be exercisable into one share of common stock. The Series G, Series H and 2016 Subordination Warrants conversion ratio has been adjusted such that each 24,000 of the Series G, Series H and 2016 Subordination Warrants will now be exercisable into one share of common stock. | ||||||||
December 28, 2016 | Series E Preferred Stock | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion of stock, shares converted | shares | 50,400,000 | ||||||||
December 28, 2016 | Options | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion of stock, shares converted | shares | 50,400,000 | ||||||||
December 28, 2016 | Common Stock | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Reverse stock split ratio, description | each three hundred shares of common stock were replaced with one share of common stock | ||||||||
Reverse stock split ratio | 0.00333333 | ||||||||
March 30, 2016 | Common Stock | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Reverse stock split ratio, description | each thirty-five shares of common stock were replaced with one share of common stock | ||||||||
Reverse stock split ratio | 0.02857143 | ||||||||
Accounts Receivable | Customer Concentration Risk | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Number of customers | Customer | 0 | 1 | |||||||
Concentration risk percentage | 10.00% | 17.00% | |||||||
Sales Revenue | Customer Concentration Risk | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Number of customers | Customer | 0 | 0 | |||||||
Minimum | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Estimated useful lives of assets | 3 years | ||||||||
Maximum | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Estimated useful lives of assets | 10 years | ||||||||
Series D Warrant | Common Stock | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion of stock, shares converted | shares | 1 | ||||||||
Series D Warrant | December 31, 2016 | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion of stock, shares converted | shares | 1 | ||||||||
Series H Warrant | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion of stock, shares converted | shares | 24,000 | 24,000 | |||||||
Series H Warrant | Common Stock | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion of stock, shares converted | shares | 1 | ||||||||
Class A Warrant | Common Stock | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion of stock, shares converted | shares | 1 | ||||||||
Class A Warrant | December 28, 2016 | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion of stock, shares converted | shares | 50,400,000 | ||||||||
Class B Warrant | Common Stock | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion of stock, shares converted | shares | 1 | ||||||||
Class B Warrant | December 28, 2016 | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion of stock, shares converted | shares | 50,400,000 | ||||||||
Series B Warrant | Common Stock | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion of stock, shares converted | shares | 1 | ||||||||
Series B Warrant | December 28, 2016 | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion of stock, shares converted | shares | 50,400,000 | ||||||||
Common Warrants | Common Stock | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion of stock, shares converted | shares | 1 | ||||||||
Common Warrants | December 28, 2016 | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion of stock, shares converted | shares | 50,400,000 | ||||||||
Series G Warrant | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion of stock, shares converted | shares | 24,000 | 85,000 | |||||||
Series G Warrant | Common Stock | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion of stock, shares converted | shares | 1 | ||||||||
2016 Subordination Warrants | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion of stock, shares converted | shares | 24,000 | ||||||||
2016 Subordination Warrants | Common Stock | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion of stock, shares converted | shares | 1 | ||||||||
2016 Notes | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Convertible notes payable, principal | $ 75,000,000 | ||||||||
Current portion of convertible notes payable, net of discount | 60,000,000 | ||||||||
Convertible notes payable, net of current portion and debt discount | 15,000,000 | ||||||||
Securities Purchase Agreement | Senior Secured Convertible Note | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Convertible notes payable, principal | 22,100,000 | ||||||||
Note agreement carrying value | 18,400,000 | ||||||||
Securities Purchase Agreement | 2016 Notes | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Convertible notes payable, principal | $ 75,000,000 | $ 75,000,000 | |||||||
Securities Purchase Agreement | 2016 Notes | Notes issued for cash | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Note agreement carrying value | 68,000,000 | ||||||||
Subordination Warrants | Common Stock | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion of stock, shares converted | shares | 1 | ||||||||
Subordination Warrants | December 31, 2016 | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion of stock, shares converted | shares | 1 | ||||||||
Subordination Warrants | Series D Warrant | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Proceeds from issuance of convertible notes payable | $ 4,600,000 | ||||||||
Cash, restricted | $ 13,800,000 | ||||||||
2016 Subordination Warrants | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Conversion of stock, shares converted | shares | 24,000 | ||||||||
2016 Subordination Warrants | 2016 Notes | Series H Warrant | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Proceeds from issuance of convertible notes payable | $ 6,000,000 | ||||||||
Cash, restricted | $ 59,400,000 | $ 62,000,000 |
Schedule of Inventories (Detail
Schedule of Inventories (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,076,764 | $ 758,870 |
Work-in-process | 274,741 | 277,827 |
Finished goods | 70,067 | 96,445 |
Total inventories | $ 1,421,572 | $ 1,133,142 |
Going Concern - Additional Info
Going Concern - Additional Information (Detail) - USD ($) | Mar. 17, 2016 | Feb. 28, 2017 | Nov. 30, 2016 | Oct. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | May 31, 2016 | Feb. 29, 2016 | Feb. 28, 2015 | Feb. 28, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Net loss | $ (89,148,268) | $ (57,899,169) | ||||||||||
Accumulated deficit | (211,052,133) | (121,903,865) | ||||||||||
Proceeds from issuance of convertible preferred stock | $ 5,300,000 | $ 5,000,000 | $ 21,800,000 | |||||||||
Increase (decrease) in restricted cash for operating activities | $ 3,600,000 | $ 3,500,000 | $ 4,700,000 | $ 2,000,000 | 2,600,000 | |||||||
Proceeds from convertible debt | 5,407,772 | $ 4,135,000 | ||||||||||
Subsequent Event | ||||||||||||
Increase (decrease) in restricted cash for operating activities | $ 3,500,000 | |||||||||||
Senior Secured Convertible Notes Two Thousand Sixteen Notes | ||||||||||||
Proceeds from conditional liability | $ 17,000,000 | $ 59,400,000 | ||||||||||
Senior Secured Convertible Notes Two Thousand Sixteen Notes | Subsequent Event | ||||||||||||
Increase (decrease) in restricted cash for operating activities | $ 3,500,000 | |||||||||||
Debt instrument redemption amount | $ 38,900,000 | |||||||||||
Debt instrument redemption aggregate price | $ 38,900,000 | |||||||||||
Senior Secured Convertible Notes Two Thousand Sixteen Notes | Convertible Note One | Securities Purchase Agreement | ||||||||||||
Long-term debt, gross | 68,000,000 | |||||||||||
Proceeds from convertible debt | 5,400,000 | |||||||||||
Proceeds from conditional liability | $ 62,000,000 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $ 16,069,803 | $ 11,175,522 |
Less: accumulated depreciation and amortization | (5,991,319) | (3,433,531) |
Total property and equipment, net | 10,078,484 | 7,741,991 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 1,544,839 | 680,679 |
Analyzers | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 7,867,406 | 5,045,481 |
Computers and Office Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 846,482 | 462,441 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 3,013,376 | 2,372,556 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 494,014 | 393,271 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 128,210 | 72,618 |
Equipment under Capital Lease | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $ 2,175,476 | $ 2,148,476 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization | $ 2,634,372 | $ 1,612,086 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization | 2,557,787 | 1,514,679 |
Equipment under Capital Lease | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization | $ 562,364 | $ 597,236 |
Schedule of Accrued Liabilities
Schedule of Accrued Liabilities (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Accrued payroll | $ 1,398,288 | $ 1,094,666 |
Royalties | 167,240 | 75,642 |
Accrued interest | 16,114 | 44,291 |
Accrued consulting fees | 150,000 | |
Accrued property and use tax | 756,348 | 10,905 |
Accrued placement fees on convertible notes | 4,480,163 | |
Other | 139,333 | 87,645 |
Total accrued liabilities | $ 7,107,486 | $ 1,313,149 |
Lease Commitments - Additional
Lease Commitments - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2016USD ($) | Dec. 31, 2016USD ($)ft²AgreementOption | Dec. 31, 2015USD ($) | |
Operating Leased Assets [Line Items] | |||
Number of sale leaseback transaction agreement | Agreement | 2 | ||
Sale-leaseback transaction lease term | At the end of each lease term, the leases automatically renewed for twelve additional months at the current monthly rate. | ||
Capital lease obligations | $ 3,000,000 | ||
Lessee leasing arrangements capital leases term of contract | 5 years | ||
Number of operating lease agreement | Agreement | 2 | ||
Number of operating lease renewal options | Option | 2 | ||
Term of contract | 5 years | ||
Amounts charged to expense under operating leases | $ 885,602 | $ 323,175 | |
Research and Development Equipment | |||
Operating Leased Assets [Line Items] | |||
Capital lease obligations | $ 75,000 | ||
Capital lease assets value | $ 75,000 | ||
Capital lease agreement entering date | 2016-07 | ||
Lessee leasing arrangements capital leases term of contract | 60 months | ||
Capital lease obligations monthly rental payments | $ 1,444 | ||
First Agreement | |||
Operating Leased Assets [Line Items] | |||
Sale-leaseback transaction agreement date | November 2,013 | ||
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 | ||
Second Agreement | |||
Operating Leased Assets [Line Items] | |||
Sale-leaseback transaction agreement date | April 2,014 | ||
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 | ||
Manufacturing and Lab Space Lease | |||
Operating Leased Assets [Line Items] | |||
Area of leased space | ft² | 33,000 | ||
Operating leases monthly base rent expense | $ 25,926 | ||
Lease expiration date | Apr. 30, 2017 | ||
Renewal term | 3 years | ||
Office Space Lease | |||
Operating Leased Assets [Line Items] | |||
Area of leased space | ft² | 35,540 | ||
Operating leases monthly base rent expense | $ 3,454,611 | ||
Term of contract | 69 months |
Schedule of Annual Future Minim
Schedule of Annual Future Minimum Lease Payments of Capital Leases (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Leases [Abstract] | ||
2,017 | $ 940,307 | |
2,018 | 17,325 | |
2,019 | 17,325 | |
2,020 | 17,325 | |
2,021 | 10,106 | |
Total capital lease payments | 1,002,388 | |
Less amount representing interest | (81,427) | |
Total future minimum lease payments | 920,961 | |
Less current portion of capital leases | (865,049) | $ (1,305,426) |
Long term portion of capital leases | $ 55,912 | $ 851,410 |
Schedule of Operating Lease Com
Schedule of Operating Lease Commitments (Detail) | Dec. 31, 2016USD ($) |
Leases [Abstract] | |
2,017 | $ 750,225 |
2,018 | 638,985 |
2,019 | 637,663 |
2,020 | 636,211 |
2,021 | 417,850 |
Total operating lease commitments | $ 3,080,934 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Outstanding principal amount | $ 5,693 | |
Note Payable, 10.0% and 15.2% Interest | ||
Debt Instrument [Line Items] | ||
Notes payable, aggregate monthly payments | $ 4,489 | |
Note Payable, 10.0% Interest | ||
Debt Instrument [Line Items] | ||
Notes payable, interest rate | 10.00% | |
Maturity date of notes | Jan. 31, 2016 | |
Note Payable, 15.2% Interest | ||
Debt Instrument [Line Items] | ||
Notes payable, interest rate | 15.20% | |
Maturity date of notes | Feb. 29, 2016 |
Convertible Notes Payable - Add
Convertible Notes Payable - Additional Information (Detail) | Dec. 28, 2016shares | Nov. 03, 2016USD ($)shares | Jul. 01, 2016USD ($)$ / sharesshares | Mar. 17, 2016USD ($) | Dec. 30, 2015USD ($)$ / sharesshares | Feb. 28, 2017USD ($) | Dec. 31, 2016USD ($)$ / sharesshares | Nov. 30, 2016USD ($) | Oct. 31, 2016USD ($) | Sep. 30, 2016USD ($) | May 31, 2016USD ($) | Feb. 28, 2017USD ($)shares | Oct. 31, 2016USD ($)shares | Dec. 31, 2016USD ($)Installment$ / sharesshares | Dec. 31, 2015USD ($)shares | Feb. 28, 2015$ / sharesshares |
Debt Instrument [Line Items] | ||||||||||||||||
Warrants exercisable | shares | 68,911,099 | 68,911,099 | 13,219,597 | |||||||||||||
Proceeds from issuance of convertible notes payable | $ 5,407,772 | $ 4,135,000 | ||||||||||||||
Interest expense | 167,466,170 | 11,757,445 | ||||||||||||||
Amortization of discount costs | 46,529,237 | 122,050 | ||||||||||||||
Loss on extinguishment of warrants | 3,374,752 | $ (4,038,063) | ||||||||||||||
Increase (decrease) in restricted cash for operating activities | $ 3,600,000 | $ 3,500,000 | $ 4,700,000 | $ 2,000,000 | 2,600,000 | |||||||||||
Loss on extinguishment of warrants | $ (24,172,736) | |||||||||||||||
Subsequent Event | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Increase (decrease) in restricted cash for operating activities | $ 3,500,000 | |||||||||||||||
Series F Convertible Preferred Stock | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of stock, shares converted | shares | 2,096 | 480 | ||||||||||||||
Series D Warrant | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants exercisable | shares | 2,361,468 | 2,361,468 | 3,503,116 | |||||||||||||
Debt Instrument, convertible, terms of conversion feature | The exercise price of the Series D Warrants calculated by 120% of the arithmetic average of five weighted average price of the common stock on the five consecutive trading days prior to issuance date on December 30, 2015. | |||||||||||||||
Series C Warrant | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of stock, shares converted | shares | 138,158 | |||||||||||||||
Exercise price | $ / shares | $ 2,100,000 | |||||||||||||||
Warrants exercisable | shares | 5,229,973 | 26 | ||||||||||||||
Series H Warrant | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of stock, shares converted | shares | 24,000 | 24,000 | ||||||||||||||
Securities Purchase Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Exercise price | $ / shares | $ 6 | $ 6 | ||||||||||||||
Securities Purchase Agreement | Series H Warrant | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Exercise price | $ / shares | $ 6 | $ 6 | ||||||||||||||
Warrants exercisable | shares | 2,346 | 2,346 | ||||||||||||||
Warrant, fair value disclosures | $ 101,644,520 | $ 101,644,520 | ||||||||||||||
Securities Purchase Agreement | Series H and 2016 Subordination Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Class of warrant or right exercisable period description | The Series H and 2016 Subordination Warrants become exercisable by the holder beginning six months after July 1, 2016 and continues for a period five years thereafter. | |||||||||||||||
Securities Purchase Agreement | Notes issued for cash | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest expense | $ 119,185,886 | |||||||||||||||
Securities Purchase Agreement | Notes issued for cash | Embedded Derivative Financial Instruments | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible debt, fair value disclosures | $ 80,599,528 | $ 80,599,528 | ||||||||||||||
2016 Subordination Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of stock, shares converted | shares | 24,000 | |||||||||||||||
Warrants exercisable | shares | 71 | 71 | ||||||||||||||
2015 Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible notes payable, principal | $ 22,100,000 | |||||||||||||||
Debt instrument, original issue discount | 19,936,283 | |||||||||||||||
Convertible debt, fair value disclosures | $ 16,700,000 | 16,600,000 | ||||||||||||||
Installment payment due date | Jul. 29, 2016 | |||||||||||||||
Increase (decrease) in restricted cash for operating activities | $ 2,000,000 | $ 8,200,000 | ||||||||||||||
Extinguishment of debt, amount | $ 13,700,000 | $ 13,666,887 | ||||||||||||||
Debt instrument, number shares to be issued upon conversion | shares | 325,374 | |||||||||||||||
Debt instrument remaining convertible notes | $ 8,400,000 | $ 8,400,000 | ||||||||||||||
Loss on extinguishment of warrants | 20,975,024 | |||||||||||||||
Fair value of common stock issued | 36,631,149 | |||||||||||||||
2015 Notes | Series F Convertible Preferred Stock | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible notes payable, principal | $ 8,433,113 | |||||||||||||||
Debt instrument, original issue discount | 1,272,823 | |||||||||||||||
Extinguishment of debt, amount | $ 7,160,290 | |||||||||||||||
Debt instrument, number shares to be issued upon conversion | shares | 8,436 | |||||||||||||||
Loss on extinguishment of warrants | $ 3,347,971 | |||||||||||||||
Fair value of common stock issued | 12,071,249 | |||||||||||||||
Fair value of embedded conversion feature | $ 1,562,998 | |||||||||||||||
2015 Notes | Amended Exchange Agreement | Series F Convertible Preferred Stock | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, number shares to be issued upon conversion | shares | 8,436 | |||||||||||||||
Fair value of common stock issued | $ 8,400,000 | |||||||||||||||
2015 Notes | Series D Warrant | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from issuance of convertible notes payable | 4,600,000 | |||||||||||||||
Remaining proceed from issuance of debt | $ 13,800,000 | |||||||||||||||
2015 Notes | Securities Purchase Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible notes payable, principal | 22,100,000 | |||||||||||||||
Warrants exercisable | shares | 8 | 8 | ||||||||||||||
2015 Notes | Securities Purchase Agreement | Series D Warrant | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Exercise period | 5 years | |||||||||||||||
Class of warrant or right exercisable period description | Each Series D Warrant is exercisable by the holder beginning six months after December 30, 2015 and continuing for a period five years thereafter. | |||||||||||||||
2015 Notes | Securities Purchase Agreement | Notes issued upon exchange of outstanding Series C Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible notes payable, principal | $ 2,100,000 | |||||||||||||||
Conversion of stock, shares converted | shares | 1,050,000 | |||||||||||||||
Exercise price | $ / shares | $ 2 | |||||||||||||||
2015 Notes | Securities Purchase Agreement | Notes issued for cash | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible notes payable, principal | $ 20,000,000 | 20,000,000 | ||||||||||||||
Note agreement carrying value | 18,400,000 | |||||||||||||||
Debt instrument, original issue discount | $ 1,600,000 | $ 20,000,000 | $ 20,000,000 | |||||||||||||
Notes payable, interest rate | 6.00% | |||||||||||||||
Debt issuance cost incurred | $ 568,685 | |||||||||||||||
Interest expense | 10,594,182 | |||||||||||||||
Amortization of discount costs | 63,717 | |||||||||||||||
2015 Notes | Securities Purchase Agreement | Notes issued for cash | Embedded Derivative Financial Instruments | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible debt, fair value disclosures | 14,788,365 | |||||||||||||||
2015 Notes | Securities Purchase Agreement | Notes issued for cash | Series D Warrant | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrant, fair value disclosures | 13,637,132 | |||||||||||||||
2015 Notes | Securities Purchase Agreement | Notes issued upon exchange of outstanding Series C Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible notes payable, principal | $ 2,100,000 | |||||||||||||||
Conversion of stock, shares converted | shares | 1,050,000 | |||||||||||||||
2015 Notes | Securities Purchase Agreement | Notes issued upon exchange of outstanding Series C Warrants | Embedded Derivative Financial Instruments | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible debt, fair value disclosures | 1,865,729 | |||||||||||||||
2015 Notes | Securities Purchase Agreement | Notes issued upon exchange of outstanding Series C Warrants | Series D Warrant | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrant, fair value disclosures | 2,412,574 | |||||||||||||||
2015 Notes | Securities Purchase Agreement | Notes issued upon exchange of outstanding Series C Warrants | Series C Warrant | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrant, fair value disclosures | $ 2,340,240 | |||||||||||||||
2016 Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible notes payable, principal | 75,000,000 | 75,000,000 | ||||||||||||||
Debt instrument, original issue discount | 43,604,417 | 43,604,417 | ||||||||||||||
Remaining proceed from issuance of debt | $ 17,000,000 | 59,400,000 | ||||||||||||||
Convertible debt, fair value disclosures | $ 80,600,000 | 75,800,000 | 75,800,000 | |||||||||||||
Remaining amount of embedded conversion feature derivative liability | 32,222,344 | 32,222,344 | ||||||||||||||
2016 Notes | Subsequent Event | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Increase (decrease) in restricted cash for operating activities | $ 3,500,000 | |||||||||||||||
Debt instrument, number shares to be issued upon conversion | shares | 1,485,139,803 | |||||||||||||||
Debt instrument redemption amount | $ 38,900,000 | |||||||||||||||
Debt instrument redemption aggregate price | 38,900,000 | |||||||||||||||
2016 Notes | Securities Purchase Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible notes payable, principal | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | |||||||||||||
Exercise price | $ / shares | $ 48,000 | $ 6 | $ 6 | |||||||||||||
Amortization of discount costs | $ 31,395,583 | |||||||||||||||
Debt instrument, number shares to be issued upon conversion | shares | 1,563 | 52,473,973 | ||||||||||||||
Debt Instrument, frequency of periodic payment | The Company has agreed to make amortization payments with respect to the 2016 Notes in fifteen (15) equal installments beginning January 30, 2017. On each installment date, assuming certain equity conditions are met, the installment payment shall automatically be converted into shares of Common Stock at a conversion rate defined in the agreement. | |||||||||||||||
Number of installments | Installment | 15 | |||||||||||||||
Debt Instrument, convertible, terms of conversion feature | The Company has a conversion right related to the required installment payments where the Company can convert the installments payments (subject to a floor of $1.00) at: (a) the prevailing holder conversion price; (b) 80% of the arithmetic average of the 3 lowest volume weighted average price (VWAP) days in the prior 20 days; or (c) the weighted average value of the common stock on the trading day preceding the installment payment date. Both the conversion right of the holder and the Company is subject to a reset clause if the Company issues or sells common stock at a lower price than the applicable conversion rate at such time (not subject to the $1.00 floor). | |||||||||||||||
Floor price of common stock for calculation of conversion price | $ / shares | $ 1 | |||||||||||||||
Percentage of arithmetic average of conversion price | 80.00% | |||||||||||||||
Number of days with lowest volume weighted average price to calculate conversion price | 3 days | |||||||||||||||
Number of trading days to identify lowest volume price | 20 days | |||||||||||||||
Convertible debt, conversion price | $ / shares | $ 1.43 | $ 1.43 | ||||||||||||||
2016 Notes | Securities Purchase Agreement | Series H and 2016 Subordination Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Exercise period | 5 years | |||||||||||||||
2016 Notes | Securities Purchase Agreement | Notes issued for cash | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Note agreement carrying value | $ 68,000,000 | |||||||||||||||
Debt instrument, original issue discount | $ 7,000,000 | |||||||||||||||
Notes payable, interest rate | 0.00% | |||||||||||||||
2016 Notes | 2016 Subordination Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Remaining proceed from issuance of debt | $ 17,000,000 | $ 59,400,000 | ||||||||||||||
2016 Notes | 2016 Subordination Warrants | Subsequent Event | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Increase (decrease) in restricted cash for operating activities | $ 3,500,000 | |||||||||||||||
Debt instrument redemption amount | 38,900,000 | |||||||||||||||
Debt instrument redemption aggregate price | $ 38,900,000 | |||||||||||||||
2016 Notes | 2016 Subordination Warrants | Series H Warrant | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from issuance of convertible notes payable | 6,000,000 | |||||||||||||||
Remaining proceed from issuance of debt | 62,000,000 | |||||||||||||||
Increase (decrease) in restricted cash for operating activities | $ 2,600,000 |
Convertible Notes Payable - Sum
Convertible Notes Payable - Summary of Balance Sheet Presentation of Convertible Notes Outstanding (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Less current portion | $ (60,000,000) | $ (16,575,000) |
Convertible notes payable, long term | 15,000,000 | 2,177,657 |
2015 Notes | ||
Debt Instrument [Line Items] | ||
Convertible notes payable, principal | 22,100,000 | |
Debt discounts | (19,936,283) | |
Conversion feature derivative liability | 16,588,940 | |
Net convertible note payable | 18,752,657 | |
Less current portion | (16,575,000) | |
Convertible notes payable, long term | $ 2,177,657 | |
2016 Notes | ||
Debt Instrument [Line Items] | ||
Convertible notes payable, principal | 75,000,000 | |
Debt discounts | (43,604,417) | |
Conversion feature derivative liability | 43,604,417 | |
Net convertible note payable | 75,000,000 | |
Less current portion | (60,000,000) | |
Convertible notes payable, long term | $ 15,000,000 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Conversions Accounted as Extinguishments (Detail) - USD ($) | 4 Months Ended | 12 Months Ended |
Oct. 31, 2016 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Loss on extinguishment of debt | $ (24,172,736) | |
2015 Notes | ||
Debt Instrument [Line Items] | ||
Fair value of common stock issued | 36,631,149 | |
2015 Note principal extinguished | $ 13,700,000 | 13,666,887 |
Debt discount related to extinguished 2015 Note | (3,529,806) | |
Derivative liability extinguished | 5,519,044 | |
Loss on extinguishment of debt | $ 20,975,024 |
Convertible Notes Payable - S50
Convertible Notes Payable - Schedule of Loss on Extinguishment of Debt (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Loss on extinguishment of debt | $ (24,172,736) | |
2015 Notes | ||
Debt Instrument [Line Items] | ||
Fair value of common stock issued | 36,631,149 | |
Principal amount on 2015 Notes | $ 22,100,000 | |
Debt discounts | $ (19,936,283) | |
Loss on extinguishment of debt | 20,975,024 | |
2015 Notes | Series F Preferred Stock | ||
Debt Instrument [Line Items] | ||
Fair value of common stock issued | 12,071,249 | |
Principal amount on 2015 Notes | 8,433,113 | |
Fair value of embedded conversion feature | 1,562,988 | |
Debt discounts | (1,272,823) | |
Loss on extinguishment of debt | $ 3,347,971 |
Convertible Notes Payable - S51
Convertible Notes Payable - Summary of Future Principal Payments (Detail) - 2016 Notes | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |
2,017 | $ 60,000,000 |
2,018 | 15,000,000 |
Total future principal payments | $ 75,000,000 |
Notes Payable - Related Party -
Notes Payable - Related Party - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2015 | Feb. 28, 2015 | Jul. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||||
Notes payable interest payments | $ 1,778,831 | $ 1,055,255 | |||
Spring Forth Investments, LLC | Notes Payable To Related Party | |||||
Related Party Transaction [Line Items] | |||||
Convertible notes payable, principal | $ 250,000 | $ 500,000 | |||
Notes payable, interest rate | 12.00% | 20.00% | |||
Debt Instrument, frequency of periodic payment | monthly | ||||
Note maturity date description | The original maturity date for the note was July 18, 2015, which was extended by the Company to July 18, 2016 by giving notice and paying an extension fee of $10,000. It was extended again by the Company to July 18, 2017. | The loan had an interest rate of twelve percent (12%) per year and matured 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. | |||
Note extension fee amount | $ 10,000 | ||||
Maturity date of notes | Jul. 18, 2015 | Jul. 18, 2017 | Jul. 18, 2016 | ||
Prepaid interest | $ 25,000 | ||||
Notes payable interest payments | $ 4,192 | $ 66,667 | $ 100,000 | ||
Debt instrument maturity period after loan agreement | 90 days | ||||
Debt instrument maturity period after closing of registered public offering | 5 days | ||||
Termination fee | $ 12,500 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) | Dec. 28, 2016$ / sharesshares | Nov. 03, 2016shares | Jul. 11, 2016USD ($)$ / sharesshares | Jun. 01, 2016USD ($)$ / sharesshares | Apr. 07, 2016shares | Feb. 29, 2016shares | Feb. 24, 2016USD ($)$ / sharesshares | Aug. 25, 2015shares | Dec. 31, 2016$ / sharesshares | Jun. 30, 2015USD ($)shares | Feb. 28, 2015$ / sharesshares | Dec. 31, 2015$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Jun. 30, 2016shares | Dec. 11, 2015$ / shares |
Class Of Stock [Line Items] | ||||||||||||||||
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 | 200,000,000 | 1,500,000,000 | 200,000,000 | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares issued | 764,690 | 489 | 764,690 | 489 | ||||||||||||
Common stock, shares outstanding | 764,690 | 489 | 764,690 | 489 | ||||||||||||
Proceeds from warrant | $ | $ 1,449,850 | $ 3,161,220 | ||||||||||||||
Warrants exercisable | 68,911,099 | 13,219,597 | 68,911,099 | 13,219,597 | ||||||||||||
Common shares issued upon cash less exercise of warrants | 1 | |||||||||||||||
Issuance of stock | 2,724,000 | |||||||||||||||
Class of warrant or right, outstanding | 67,735,066 | 13,219,597 | 67,735,066 | 13,219,597 | ||||||||||||
Share of common stock underlying warrant | 2,435,305 | 160 | 2,435,305 | 160 | ||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Note 2,015 | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Debt instrument, number shares to be issued upon conversion | 325,121 | |||||||||||||||
Principal amount of notes converted | $ | $ 13,666,887 | |||||||||||||||
Convertible debt, conversion price | $ / shares | $ 42.04 | $ 42.04 | ||||||||||||||
Common Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | |||||||||||||
Conversion of stock, shares issued | 349,333 | 80,000 | ||||||||||||||
Issuance of stock | 210 | 0 | ||||||||||||||
Cash exercise of unit purchase option(in shares) | 0 | 0 | ||||||||||||||
February 2016 Unit Offering | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Issuance of stock | 39,200,000 | |||||||||||||||
Proceeds from issuance of initial public offering | $ | $ 5,000,000 | |||||||||||||||
June 2016 Unit Offering | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Issuance of stock | 3,160,000 | |||||||||||||||
Proceeds from issuance of initial public offering | $ | $ 5,300,000 | |||||||||||||||
Underwriter Purchase Options | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Common shares issued upon exercise of warrants | 15 | |||||||||||||||
Warrants exercised | 121,540 | |||||||||||||||
Proceeds from warrant | $ | $ 1,335,950 | |||||||||||||||
Exercise price | $ / shares | $ 11 | $ 11 | ||||||||||||||
Series E Preferred Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Common shares issued upon exercise of warrants | 1 | |||||||||||||||
Conversion of stock, shares issued | 1 | 1 | ||||||||||||||
Conversion of stock, shares converted | 13,967 | 2,650,403 | ||||||||||||||
Conversion of preferred stock to common stock, conversion ratio | 12,600,000 | |||||||||||||||
Issuance of stock | 14,750 | |||||||||||||||
Series E Preferred Stock | Common Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Conversion of stock, shares converted | 4 | |||||||||||||||
Series E Preferred Stock | Underwriter Purchase Options | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Warrants exercised | 121,450 | |||||||||||||||
Conversion of stock, shares issued | 1 | |||||||||||||||
Series F Preferred Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Conversion of stock, shares issued | 438,759 | |||||||||||||||
Convertible preferred stock, conversion price per share | $ / shares | 6 | $ 6 | ||||||||||||||
Preferred stock, par value | $ / shares | $ 1,000 | $ 1,000 | ||||||||||||||
Series F Preferred Stock | Mandatory Conversion | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Conversion of stock, shares converted | 2,096 | |||||||||||||||
Series F Preferred Stock | Voluntary Conversion | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Conversion of stock, shares converted | 480 | |||||||||||||||
Series A Warrant | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Common shares issued upon exercise of warrants | 1 | |||||||||||||||
Warrants exercised | 1,074,082 | |||||||||||||||
Proceeds from warrant | $ | $ 2,252,020 | |||||||||||||||
Warrants exercisable | 1,074,082 | 1,074,082 | ||||||||||||||
Series B Warrant | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Warrants exercised | 0 | 1,074,082 | ||||||||||||||
Warrants exercisable | 1,074,082 | 1,074,082 | 1,074,082 | 1,074,082 | ||||||||||||
Class of warrant or right, outstanding | 1,074,082 | 1,074,082 | 1,074,082 | 1,074,082 | ||||||||||||
Share of common stock underlying warrant | 34 | 34 | 34 | 34 | ||||||||||||
Series B Warrant | Common Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Conversion of stock, shares converted | 1 | |||||||||||||||
Class A Warrant | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Warrants exercisable | 1,532,598 | 1,532,598 | 1,532,598 | 1,532,598 | ||||||||||||
Cashless exercise of warrants | 0 | 508,641 | ||||||||||||||
Class of warrant or right, outstanding | 1,532,598 | 1,532,598 | 1,532,598 | 1,532,598 | ||||||||||||
Share of common stock underlying warrant | 48 | 48 | 48 | 48 | ||||||||||||
Class A Warrant | Common Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Conversion of stock, shares converted | 1 | |||||||||||||||
Class B Warrant | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Warrants exercisable | 1,310,956 | 1,310,956 | 1,310,956 | 1,310,956 | ||||||||||||
Cashless exercise of warrants | 0 | 334,889 | ||||||||||||||
Class of warrant or right, outstanding | 1,310,956 | 1,310,956 | 1,310,956 | 1,310,956 | ||||||||||||
Share of common stock underlying warrant | 29 | 29 | 29 | 29 | ||||||||||||
Class B Warrant | Common Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Conversion of stock, shares converted | 1 | |||||||||||||||
Series C Warrant | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Common shares issued upon exercise of warrants | 1 | |||||||||||||||
Warrants exercised | 384,000 | |||||||||||||||
Proceeds from warrant | $ | $ 979,200 | |||||||||||||||
Warrants exercisable | 26 | 5,229,973 | 5,229,973 | |||||||||||||
Conversion of stock, shares converted | 138,158 | |||||||||||||||
Common shares issued upon cash less exercise of warrants | 64 | 12 | ||||||||||||||
Cashless exercise of warrants | 5,229,973 | 15,630,027 | ||||||||||||||
Issuance of stock | 1 | 118,000 | ||||||||||||||
Proceeds from issuance of common stock | $ | $ 979,200 | |||||||||||||||
Cashless exercise of warrants | 5,091,815 | |||||||||||||||
Exercise price | $ / shares | $ 2,100,000 | |||||||||||||||
Cash exercise of unit purchase option(in shares) | 64 | |||||||||||||||
Warrants issued during period | 21,408,000 | |||||||||||||||
Class of warrant or right, outstanding | 47,528 | 5,229,973 | 47,528 | 5,229,973 | ||||||||||||
Share of common stock underlying warrant | 13 | 13 | ||||||||||||||
Series C Warrant | Common Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Cashless exercise of warrants | 15,128,027 | |||||||||||||||
Issuance of stock | 12 | 1 | ||||||||||||||
Series C Warrant | Underwriter Purchase Options | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Warrants exercised | 972,320 | |||||||||||||||
Cash exercise of unit purchase option(in shares) | 14 | |||||||||||||||
Series C Warrant | Cashless Exercise | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Conversion of stock, shares converted | 15,246,027 | |||||||||||||||
Issuance of stock | 11 | |||||||||||||||
Series C Warrant | Warrant, Cash Exercise | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Conversion of stock, shares converted | 384,000 | |||||||||||||||
Issuance of stock | 1 | |||||||||||||||
Series C Warrant | Series E Preferred Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Issuance of stock | 2,676,000 | 2,676,000 | ||||||||||||||
Series E Warrants | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Warrants exercisable | 70 | 70 | ||||||||||||||
Exercise period | 6 years | |||||||||||||||
Common shares issued in exchange of warrants | 28 | |||||||||||||||
Class of warrant or right, outstanding | 58,800,000 | |||||||||||||||
Share of common stock underlying warrant | 70 | |||||||||||||||
Business combination common stock exchange ratio | 2.5 | |||||||||||||||
Series E Warrants | February 2016 Unit Offering | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Exercise price | $ / shares | $ 210,000 | |||||||||||||||
Warrants issued during period | 58,800,000 | |||||||||||||||
Exercise period | 6 years | |||||||||||||||
Series E Warrants | February 2016 Unit Offering | Common Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Warrants exercisable | 70 | |||||||||||||||
Issuance of stock | 47 | |||||||||||||||
Series G Warrant | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Warrants exercised | 85,000 | |||||||||||||||
Proceeds from warrant | $ | $ 113,900 | $ 113,900 | ||||||||||||||
Warrants exercisable | 3,075,000 | 3,075,000 | 163 | |||||||||||||
Conversion of stock, shares converted | 24,000 | 85,000 | ||||||||||||||
Issuance of stock | 4 | |||||||||||||||
Exercise price | $ / shares | $ 28,475 | |||||||||||||||
Cash exercise of unit purchase option(in shares) | 4 | |||||||||||||||
Exercise period | 5 years | |||||||||||||||
Class of warrant or right, outstanding | 3,075,000 | 3,075,000 | 3,075,000 | |||||||||||||
Share of common stock underlying warrant | 159 | 159 | ||||||||||||||
Series G Warrant | Common Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Common shares issued upon exercise of warrants | 4 | |||||||||||||||
Conversion of stock, shares converted | 1 | |||||||||||||||
Series G Warrant | June 2016 Unit Offering | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Exercise price | $ / shares | $ 45,600 | |||||||||||||||
Warrants issued during period | 3,160,000 | |||||||||||||||
Exercise period | 5 years | |||||||||||||||
Series G Warrant | June 2016 Unit Offering | Common Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Warrants exercisable | 163 | |||||||||||||||
Issuance of stock | 163 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Detail) | Nov. 03, 2018$ / shares | Jul. 03, 2017 | Dec. 28, 2016shares | Nov. 03, 2016USD ($)$ / sharesshares | Aug. 25, 2015shares | Dec. 31, 2016USD ($)$ / sharesshares | Jun. 30, 2016USD ($) | Feb. 29, 2016USD ($) | Jun. 30, 2015USD ($)shares | Feb. 28, 2015USD ($)$ / sharesshares | Dec. 31, 2015$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Nov. 02, 2016shares | Nov. 01, 2016shares |
Class Of Stock [Line Items] | |||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Issuance of stock | 2,724,000 | ||||||||||||||
Preferred shares issued, price per share | $ / shares | $ 8.80 | ||||||||||||||
Proceeds from issuance of convertible preferred stock value | $ | $ 5,300,000 | $ 5,000,000 | $ 21,800,000 | ||||||||||||
Preferred units description | Each unit consisted of one share of our Series E Convertible Preferred Stock and eight Series C Warrants (the “Units”). | ||||||||||||||
Separation description | The original terms of the Units provided that shares of Series E Convertible Preferred Stock and the Series C Warrants would automatically separate on August 25, 2015. In June 2015, the terms of the Series E Convertible Preferred Stock and Series C Warrants were each modified to allow for an optional early separation and conversion upon the cash exercise of all eight of the Series C Warrants within the Unit. | ||||||||||||||
Proceeds from exercise of warrants | $ | $ 1,449,850 | $ 3,161,220 | |||||||||||||
Note 2,015 | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Debt instrument, number shares to be issued upon conversion | 325,121 | ||||||||||||||
Principal amount of notes converted | $ | $ 13,666,887 | ||||||||||||||
Convertible debt, conversion price | $ / shares | $ 42.04 | $ 42.04 | |||||||||||||
Underwriters Warrants | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Exercised | 14,750 | ||||||||||||||
Proceeds from options exercised | $ | $ 162,250 | ||||||||||||||
Options exercisable , exercise price | $ / shares | $ 11 | $ 11 | |||||||||||||
Series C Warrant | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Issuance of stock | 1 | 118,000 | |||||||||||||
Number of shares consisted in each unit | 8 | ||||||||||||||
Number of preferred units separated | 2,676,000 | 48,000 | |||||||||||||
Warrants exercised | 384,000 | ||||||||||||||
Common shares issued upon exercise of warrants | 1 | ||||||||||||||
Proceeds from exercise of warrants | $ | $ 979,200 | ||||||||||||||
Warrants issued during period | 21,408,000 | ||||||||||||||
Exercised | 64 | ||||||||||||||
Conversion of stock, shares converted | 138,158 | ||||||||||||||
Series E Preferred Stock | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Preferred stock, shares authorized | 74,380 | 2,860,200 | 74,380 | 2,860,200 | 74,380 | 2,860,200 | |||||||||
Preferred stock, shares issued | 74,380 | 88,347 | 74,380 | 88,347 | 74,380 | ||||||||||
Preferred stock, shares outstanding | 74,380 | 88,347 | 74,380 | 88,347 | 74,380 | ||||||||||
Issuance of stock | 14,750 | ||||||||||||||
Number of shares consisted in each unit | 1 | ||||||||||||||
Number of preferred units separated | 2,676,000 | ||||||||||||||
Common shares issued upon exercise of warrants | 1 | ||||||||||||||
Conversion of stock, shares converted | 13,967 | 2,650,403 | |||||||||||||
Conversion of stock, shares issued | 1 | 1 | |||||||||||||
Preferred stock convertible into common stock shares | 100 | 101 | 100 | 101 | |||||||||||
Series E Preferred Stock | Series C Warrant | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Issuance of stock | 2,676,000 | 2,676,000 | |||||||||||||
Series F Preferred Stock | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Preferred stock, par value | $ / shares | $ 1,000 | $ 1,000 | |||||||||||||
Preferred stock, shares issued | 5,860 | 5,860 | |||||||||||||
Preferred stock, shares outstanding | 5,860 | 5,860 | |||||||||||||
Conversion of stock, shares issued | 438,759 | ||||||||||||||
Convertible preferred stock, conversion price per share | $ / shares | $ 6 | $ 6 | |||||||||||||
Series F Convertible Preferred Stock | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | ||||||||||||||
Preferred stock, shares outstanding | 5,860 | 5,860 | |||||||||||||
Conversion of stock, shares converted | 2,096 | 480 | |||||||||||||
Conversion of stock, shares issued | 80,000 | ||||||||||||||
Preferred stock convertible into common stock shares | 976,667 | 976,667 | |||||||||||||
Preferred stock stated value per share | $ / shares | $ 1,000 | ||||||||||||||
Preferred stock, dividend rate, percentage | 10.00% | ||||||||||||||
Convertible preferred stock, terms of conversion | From and after July 3, 2017, the Series F Preferred Stock shall be convertible at a conversion price equal to 85% of the arithmetic average, in each case of the lower of (i) the three lowest daily weighted average prices of the our common stock during the twenty (20) consecutive trading day period ending on the trading day immediately preceding the date of determination and (iii) the weighted average price of the our common stock on the trading day immediately preceding the date of determination. | ||||||||||||||
Mandatorily converted preferred stock fair value | $ | $ 3,144,000 | $ 3,144,000 | |||||||||||||
Mandatorily convertible outstanding preferred stock | 0 | 0 | |||||||||||||
Convertible preferred stock, conversion price per share | $ / shares | $ 6 | $ 6 | |||||||||||||
Fair value liabilities | $ | $ 5,655,006 | $ 5,655,006 | |||||||||||||
Series F Convertible Preferred Stock | Scenario, Forecast | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Convertible debt, convertible percentage | 1.25 | 0.85 | |||||||||||||
Consecutive trading days | 20 days | ||||||||||||||
Series F Convertible Preferred Stock | Note 2015 | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Debt instrument, number shares to be issued upon conversion | 8,436 | ||||||||||||||
Principal amount of notes converted | $ | $ 8,433,113 | ||||||||||||||
Non mandatory convertible preferred stock value issued | $ | $ 8,927,249 | ||||||||||||||
Series F Convertible Preferred Stock | Mandatory Conversion | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Conversion of stock, shares converted | 2,096 | ||||||||||||||
Convertible Preferred Stock | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Common Stock | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Issuance of stock | 210 | 0 | |||||||||||||
Exercised | 0 | 0 | |||||||||||||
Conversion of stock, shares issued | 349,333 | 80,000 | |||||||||||||
Common Stock | Series C Warrant | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Issuance of stock | 12 | 1 | |||||||||||||
Common Stock | Series E Preferred Stock | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Conversion of stock, shares converted | 4 | ||||||||||||||
Common Stock | Series F Convertible Preferred Stock | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Convertible debt, conversion price | $ / shares | $ 6 | ||||||||||||||
Common Stock | Series F Convertible Preferred Stock | Scenario, Forecast | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Convertible debt, conversion price | $ / shares | $ 6 | ||||||||||||||
Common Stock | Series F Convertible Preferred Stock | Mandatory Conversion | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Conversion of stock, shares issued | 349,333 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - shares | Dec. 31, 2016 | Dec. 31, 2015 |
Class Of Stock Disclosures [Abstract] | ||
Warrants outstanding | 67,735,066 | 13,219,597 |
Share of common stock underlying warrant | 2,435,305 | 160 |
Warrants - Warrants Outstanding
Warrants - Warrants Outstanding and Exercisable (Detail) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2016 | Apr. 07, 2016 | Feb. 28, 2015 | |
Class Of Warrant Or Right [Line Items] | |||||
Warrants outstanding | 67,735,066 | 13,219,597 | |||
Warrants exercisable | 68,911,099 | 13,219,597 | |||
Share of common stock underlying warrant | 2,435,305 | 160 | |||
Class A Warrant | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants outstanding | 1,532,598 | 1,532,598 | |||
Warrants exercisable | 1,532,598 | 1,532,598 | |||
Share of common stock underlying warrant | 48 | 48 | |||
Aggregate Exercise Price for One Common Share | $ 6 | $ 1,600,000 | |||
Class A Warrant | Minimum | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants Expiration | 2021-04 | 2021-04 | |||
Class A Warrant | Maximum | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants Expiration | 2021-07 | 2021-07 | |||
Class B Warrant | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants outstanding | 1,310,956 | 1,310,956 | |||
Warrants exercisable | 1,310,956 | 1,310,956 | |||
Share of common stock underlying warrant | 29 | 29 | |||
Aggregate Exercise Price for One Common Share | $ 6 | $ 1,600,000 | |||
Class B Warrant | Minimum | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants Expiration | 2021-04 | 2021-04 | |||
Class B Warrant | Maximum | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants Expiration | 2021-07 | 2021-07 | |||
Series B Warrant | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants outstanding | 1,074,082 | 1,074,082 | |||
Warrants exercisable | 1,074,082 | 1,074,082 | |||
Share of common stock underlying warrant | 34 | 34 | |||
Aggregate Exercise Price for One Common Share | $ 27,500,000 | $ 441,000,000 | |||
Series B Warrant | Minimum | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants Expiration | 2021-03 | 2021-03 | |||
Series B Warrant | Maximum | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants Expiration | 2021-07 | 2021-07 | |||
Series C Warrant | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants outstanding | 47,528 | 5,229,973 | |||
Warrants exercisable | 5,229,973 | 26 | |||
Share of common stock underlying warrant | 13 | ||||
Aggregate Exercise Price for One Common Share | $ 128,500,000 | ||||
Warrants Expiration | 2017-01 | ||||
Series D Warrant | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants outstanding | 2,361,468 | 3,503,116 | |||
Warrants exercisable | 2,361,468 | 3,503,116 | |||
Share of common stock underlying warrant | 2,361,468 | 8 | |||
Aggregate Exercise Price for One Common Share | $ 6 | $ 1,600,000 | |||
Warrants Expiration | 2021-06 | 2021-06 | |||
2015 Subordination Warrants | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants outstanding | 71,131 | 105,516 | |||
Warrants exercisable | 71,131 | 105,516 | |||
Share of common stock underlying warrant | 71,131 | 2 | |||
Aggregate Exercise Price for One Common Share | $ 6 | $ 1,600,000 | |||
Warrants Expiration | 2021-06 | 2021-06 | |||
Common Warrants | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants outstanding | 372,331 | 463,356 | |||
Warrants exercisable | 372,331 | 463,356 | |||
Share of common stock underlying warrant | 19 | 26 | |||
Common Warrants | Minimum | |||||
Class Of Warrant Or Right [Line Items] | |||||
Aggregate Exercise Price for One Common Share | $ 6 | $ 100,800,000 | |||
Warrants Expiration | 2017-02 | 2016-04 | |||
Common Warrants | Maximum | |||||
Class Of Warrant Or Right [Line Items] | |||||
Aggregate Exercise Price for One Common Share | $ 1,612,800,000 | $ 1,612,000,000 | |||
Warrants Expiration | 2021-07 | 2021-07 | |||
Series G Warrant | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants outstanding | 3,075,000 | 3,075,000 | |||
Warrants exercisable | 3,075,000 | 163 | |||
Share of common stock underlying warrant | 159 | ||||
Aggregate Exercise Price for One Common Share | $ 6 | ||||
Warrants Expiration | 2021-06 | ||||
Series H Warrant | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants outstanding | 56,250,000 | ||||
Share of common stock underlying warrant | 2,346 | ||||
Aggregate Exercise Price for One Common Share | $ 6 | ||||
Warrants Expiration | 2021-12 | ||||
2016 Subordination Warrants | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants outstanding | 1,687,500 | ||||
Share of common stock underlying warrant | 71 | ||||
Aggregate Exercise Price for One Common Share | $ 6 | ||||
Warrants Expiration | 2021-12 |
Warrants - Class A Warrants and
Warrants - Class A Warrants and Class B Warrants - Additional Information (Detail) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Class A Warrant | ||
Class Of Warrant Or Right [Line Items] | ||
Cashless exercise of warrants | 0 | 508,641 |
Issuance of common stock upon exercise of warrants under cashless exercise provision | 0 | 1 |
Class B Warrant | ||
Class Of Warrant Or Right [Line Items] | ||
Cashless exercise of warrants | 0 | 334,889 |
Issuance of common stock upon exercise of warrants under cashless exercise provision | 0 | 1 |
Warrants - Series A Warrants -
Warrants - Series A Warrants - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Class Of Warrant Or Right [Line Items] | ||
Proceeds from exercise of warrants | $ 1,449,850 | $ 3,161,220 |
Series A Warrant | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants exercised | 1,074,082 | |
Issuance of common stock upon exercise of warrants under cashless exercise provision | 1 | |
Proceeds from exercise of warrants | $ 2,252,020 | |
Warrants expiration date | Oct. 15, 2015 | |
Number of warrants expired | 248,418 |
Warrants - Series B Warrants -
Warrants - Series B Warrants - Additional Information (Detail) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Class Of Warrant Or Right [Line Items] | ||
Warrants exercisable | 68,911,099 | 13,219,597 |
Series A Warrant | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants exercised | 1,074,082 | |
Warrants exercisable | 1,074,082 | |
Issuance of common stock upon exercise of warrants under cashless exercise provision | 1 | |
Series B Warrant | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants exercised | 0 | 1,074,082 |
Warrants exercisable | 1,074,082 | 1,074,082 |
Issuance of common stock upon exercise of warrants under cashless exercise provision | 0 |
Warrants - Series C Warrants -
Warrants - Series C Warrants - Additional Information (Detail) - USD ($) $ / shares in Millions | Dec. 28, 2016 | Aug. 25, 2015 | Jun. 30, 2015 | Feb. 28, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Class Of Warrant Or Right [Line Items] | |||||||
Warrants exercisable | 13,219,597 | 68,911,099 | 13,219,597 | ||||
Shares, new issues | 2,724,000 | ||||||
Proceeds from exercise of warrants | $ 1,449,850 | $ 3,161,220 | |||||
Warrants outstanding | 13,219,597 | 67,735,066 | 13,219,597 | ||||
Payments for repurchase of warrants | $ 314,879 | ||||||
Common Stock | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Shares, new issues | 210 | 0 | |||||
Share issued upon exercise of option | 0 | 0 | |||||
Series E Convertible Preferred Stock | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Number of preferred units separated | 2,676,000 | ||||||
Shares, new issues | 14,750 | ||||||
Conversion of stock, shares converted | 13,967 | 2,650,403 | |||||
Series E Convertible Preferred Stock | Common Stock | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Conversion of stock, shares converted | 4 | ||||||
Series C Warrant | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Warrants exercisable | 26 | 5,229,973 | 5,229,973 | ||||
Class of warrant or right, exercise price of warrants or rights | $ 2.1 | ||||||
Warrant expiration period | 5 years | ||||||
Number of preferred units separated | 2,676,000 | 48,000 | |||||
Warrants exercised | 384,000 | ||||||
Shares, new issues | 1 | 118,000 | |||||
Proceeds from exercise of warrants | $ 979,200 | ||||||
Warrants issued | 21,408,000 | ||||||
Cashless exercise of warrants | 5,229,973 | 15,630,027 | |||||
Share issued upon exercise of option | 64 | ||||||
Issuance of common stock upon exercise of warrants under cashless exercise provision | 12 | 12 | |||||
Warrants outstanding | 5,229,973 | 47,528 | 5,229,973 | ||||
Payable on exercise of warrants under cashless exercise provision | $ 11,700,000 | $ 11,700,000 | |||||
Payments for repurchase of warrants | $ 314,879 | ||||||
Cashless exercise of warrants | 5,091,815 | ||||||
Conversion of stock, shares converted | 138,158 | ||||||
Series C Warrant | Underwriter Purchase Options | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Options exercised | 14,750 | ||||||
Proceeds from options exercised | $ 162,250 | ||||||
Share issued upon exercise of option | 1 | ||||||
Warrant or right, issued in period | 118,000 | ||||||
Series C Warrant | Common Stock | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Shares, new issues | 12 | 1 | |||||
Cashless exercise of warrants | 15,128,027 | ||||||
Series C Warrant | Series E Convertible Preferred Stock | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Shares, new issues | 2,676,000 | 2,676,000 |
Warrants - Series D Warrants -
Warrants - Series D Warrants - Additional Information (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 30, 2015 | |
Class Of Warrant Or Right [Line Items] | |||
Warrants exercisable | 68,911,099 | 13,219,597 | |
Percentage of common stock outstanding | 19.90% | ||
Warrants outstanding | 67,735,066 | 13,219,597 | |
Securities Purchase Agreement | |||
Class Of Warrant Or Right [Line Items] | |||
Exercise price | $ 6 | ||
Series D Warrant | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants exercisable | 2,361,468 | 3,503,116 | |
Percentage of common stock outstanding | 16.60% | ||
Warrants outstanding | 2,361,468 | 3,503,116 | |
Series D Warrant | Common Stock | |||
Class Of Warrant Or Right [Line Items] | |||
Exercise period | 5 years | ||
Series D Warrant | Senior Secured Convertible Note | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 2,361,468 | ||
Series D Warrant | Senior Secured Convertible Note | Securities Purchase Agreement | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants exercisable | 8 | ||
Exercise price | $ 1,600,000 | ||
Percentage of common stock outstanding | 16.60% |
Warrants - 2015 Subordination W
Warrants - 2015 Subordination Warrants - Additional Information (Detail) - $ / shares $ / shares in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Class Of Warrant Or Right [Line Items] | ||
Share of common stock underlying warrant | 2,435,305 | 160 |
Warrants exercisable | 68,911,099 | 13,219,597 |
2015 Subordination Warrants | Common Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Description of warrant terms | The 2015 Subordination Warrants included an adjustment provision which provides that the number of common shares the 2015 Subordination Warrants are exercisable into will increase on December 31, 2016 to be 0.5% of the sum of the number of shares actually outstanding on December 31, 2016 plus the number of shares of common stock deemed to be outstanding pursuant to all outstanding options, warrants or convertible securities of the Company. | |
Warrants exercisable | 71,131 | |
Warrants exercisable increase percentage | 0.50% | |
2015 Subordination Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Share of common stock underlying warrant | 71,131 | 2 |
Description of warrant terms | The 2015 Subordination Warrants were exercisable for 2 shares of common stock at December 31, 2015. Each Subordination Warrant is exercisable by the holder beginning six months after December 30, 2015 and continuing for a period five years thereafter. Each 2015 Subordination Warrant was initially exercisable at a price of $1.6 million per share, subject to adjustments for certain dilutive events (same as the Series D Warrants). | |
Exercise price | $ 1.6 | |
Exercise period | 5 years | |
Warrants exercisable | 71,131 | 105,516 |
Warrants - Series E Warrants -
Warrants - Series E Warrants - Additional Information (Detail) | Apr. 07, 2016shares | Feb. 29, 2016shares | Dec. 31, 2016shares | Dec. 31, 2015shares |
Class Of Warrant Or Right [Line Items] | ||||
Warrants exercisable | 68,911,099 | 13,219,597 | ||
Warrants outstanding | 67,735,066 | 13,219,597 | ||
Share of common stock underlying warrant | 2,435,305 | 160 | ||
Series E Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants exercisable | 70 | 70 | ||
Warrants expiration | 6 years | |||
Class of warrant or right exercisable period description | The Series E Warrants expire six years from the date of grant, were not exercisable for one year and which exercise was subject to a shareholder vote and an increase in the number of authorized shares of common stock the Company can issue. | |||
Common shares issued in exchange of warrants | 28 | |||
Warrants outstanding | 58,800,000 | |||
Share of common stock underlying warrant | 70 | |||
Common stock exchange ratio | 2.5 |
Warrants - Series G Warrants -
Warrants - Series G Warrants - Additional Information (Detail) - USD ($) | Dec. 28, 2016 | Jul. 11, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Class Of Warrant Or Right [Line Items] | |||||
Warrants exercisable | 68,911,099 | 13,219,597 | |||
Payments for repurchase of warrants | $ 314,879 | ||||
Series G Warrant | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants exercisable | 3,075,000 | 163 | |||
Warrants expiration | 5 years | ||||
Conversion of stock, shares converted | 24,000 | 85,000 | |||
Payments for repurchase of warrants | $ 113,900 | ||||
Share-based compensation arrangement by share-based payment award, options, exercises in period | 4 |
Warrants - Series H Warrants -
Warrants - Series H Warrants - Additional Information (Detail) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Class Of Warrant Or Right [Line Items] | ||
Class of warrant or right, outstanding | 67,735,066 | 13,219,597 |
Class of warrant or right, number of securities called by warrants or rights | 68,911,099 | 13,219,597 |
Series H Warrant | ||
Class Of Warrant Or Right [Line Items] | ||
Class of warrant or right, outstanding | 56,250,000 | |
Note 2016 | Series H Warrant | Common Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Class of warrant or right, outstanding | 56,250,000 | |
Class of warrant or right, number of securities called by warrants or rights | 2,346 | |
Class of warrant or right exercisable period description | Each Series H Warrant will be exercisable by the holder beginning six months after the date of issuance and continuing for a period five years thereafter. | |
Exercise period | 5 years |
Warrants - 2016 Subordination W
Warrants - 2016 Subordination Warrants - Additional Information (Detail) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Class Of Warrant Or Right [Line Items] | ||
Class of warrant or right, number of securities called by warrants or rights | 68,911,099 | 13,219,597 |
2016 Subordination Warrants | Common Stock | Utah Autism Foundation And Spring Forth Investments LLC | ||
Class Of Warrant Or Right [Line Items] | ||
Class of warrant or right, number of securities called by warrants or rights | 70 | |
Class of warrant or right exercisable period description | 2016 Subordination Warrant will be exercisable by the holder beginning six months after the date of issuance and continuing for a period five years thereafter. | |
Exercise period | 5 years |
Warrants - Common Warrants - Ad
Warrants - Common Warrants - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Class Of Warrant Or Right [Line Items] | ||
Warrant issuance and modifications | $ 612,006 | |
Common Stock Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants granted | 119,897,500 | 26,617,714 |
Common shares issued in exchange of warrants | 7 | |
Weighted average exercise price, granted | $ 5,623 | $ 2,276,400 |
Warrants expired | 91,025 | 1,298,418 |
Description of warrants | During the year ended December 31, 2016 there were 91,025 Common Warrants exercisable into 7 shares of common stock that expired without being exercised. There were no other issuances or exercises of Common Warrants during the year ended December 31, 2016. | |
Exercise price per one common share | $ 6 | |
Common Stock Warrants | Consultant | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants granted | 25,000 | |
Common shares issued in exchange of warrants | 1 | |
Weighted average exercise price, granted | $ 129 | |
Warrants expiration | 2020-08 | |
Warrant issuance and modifications | $ 54,489 | |
Stock price volatility | 127.37% | |
Warrant life | 5 years | |
Risk free rate | 1.53% | |
Closing price of common stock | $ 153.60 | |
Exercise price | $ 153.60 |
Warrants - Underwriter's Unit P
Warrants - Underwriter's Unit Purchase Option - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Feb. 28, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Series E Preferred Stock | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of shares consisted in each unit | 1 | |||
Conversion of stock, shares issued | 1 | 1 | ||
Series C Warrant | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants exercised | 384,000 | |||
Exercise price | $ 2,100,000 | |||
Number of shares consisted in each unit | 8 | |||
Share-based compensation arrangement by share-based payment award, options, exercises in period | 64 | |||
Underwriters Unit Purchase Option | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants exercised | 121,450 | 14,750 | ||
Exercise price | $ 11 | |||
Weighted average remainder contractual term in years, exercised | 5 years | |||
Percentage of public offering price | 125.00% | |||
Aggregate number of units purchased | 5.00% | |||
Aggregate number of units sold | 136,200 | |||
Warrant exercise for cash | $ 162,250 | |||
Underwriters Unit Purchase Option | Series E Preferred Stock | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants exercised | 121,450 | 14,750 | ||
Number of shares consisted in each unit | 1 | |||
Conversion of stock, shares issued | 1 | 1 | ||
Underwriters Unit Purchase Option | Series C Warrant | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants exercised | 972,320 | 118,000 | ||
Warrant exercise for cash | $ 1,335,950 | |||
Warrants and rights outstanding | 0 | 121,450 | ||
Number of shares consisted in each unit | 8 | |||
Share-based compensation arrangement by share-based payment award, options, exercises in period | 15 |
Warrants - Common Stock Warrant
Warrants - Common Stock Warrants Activity (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Class Of Warrant Or Right [Line Items] | |||
Warrants, Beginning Balance | 13,219,597 | ||
Warrants, Ending Balance | 67,735,066 | 13,219,597 | |
Common Stock Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants, Beginning Balance | 13,219,597 | 5,447,940 | |
Warrants granted | 119,897,500 | 26,617,714 | |
Warrants Exercised | (5,314,973) | (17,547,639) | |
Warrants Extinguished | (59,976,033) | ||
Warrants Expired | (91,025) | (1,298,418) | |
Warrants, Ending Balance | 67,735,066 | 13,219,597 | 5,447,940 |
Weighted Average Exercise Price, Warrants Outstanding Beginning Balance | $ 2,276,400 | $ 3,502,800 | |
Weighted Average Exercise Price, Granted | 5,623 | 2,276,400 | |
Weighted Average Exercise Price, Exercised | 2,050,268 | 2,074,800 | |
Weighted Average Exercise Price, Extinguished | 201,371 | ||
Weighted Average Exercise Price, Expired | 504,000,000 | 2,083,200 | |
Weighted Average Exercise Price, Warrants Outstanding Ending Balance | $ 2,758 | $ 2,276,400 | $ 3,502,800 |
Weighted Average Remainder Contractual Term in Years, Warrants Outstanding | 4 years 10 months 24 days | 4 years 8 months 12 days | 4 years 10 months 24 days |
Weighted Average Remainder Contractual Terms in Years, Granted | 5 years 8 months 12 days | 4 years 3 months 18 days | |
Weighted Average Remainder Contractual Term in Years, Exercised | 4 years 1 month 6 days | 4 years | |
Weighted Average Remainder Contractual Terms in Years, Extinguished | 5 years 10 months 24 days | ||
Weighted Average Remainder Contractual Term in Years, Expired | 0 years | 3 years 4 months 24 days |
Fair Value Liabilities - Additi
Fair Value Liabilities - Additional Information (Detail) | Dec. 28, 2016shares | Nov. 03, 2016USD ($)$ / sharesshares | Jul. 11, 2016USD ($)$ / sharesshares | Jul. 02, 2016USD ($)shares | Jul. 01, 2016USD ($)$ / sharesshares | Jun. 01, 2016USD ($)$ / sharesshares | Apr. 07, 2016USD ($)$ / sharesshares | Dec. 30, 2015USD ($)shares | Dec. 31, 2016USD ($)$ / sharesshares | Jun. 30, 2015USD ($)shares | Feb. 28, 2015shares | Oct. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Jun. 30, 2016shares | Feb. 29, 2016shares | |||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Derivative liability fair value | $ | $ 36,344,180 | $ 26,592,532 | $ 36,344,180 | $ 26,592,532 | ||||||||||||||||||||
Percentage of common stock outstanding | 19.90% | |||||||||||||||||||||||
Share of common stock underlying warrant | 2,435,305 | 160 | 2,435,305 | 160 | ||||||||||||||||||||
Warrants exercisable | 68,911,099 | 13,219,597 | 68,911,099 | 13,219,597 | ||||||||||||||||||||
Class of warrant or right, outstanding | 67,735,066 | 13,219,597 | 67,735,066 | 13,219,597 | ||||||||||||||||||||
Proceeds from exercise of warrants | $ | $ 1,449,850 | $ 3,161,220 | ||||||||||||||||||||||
Issuance of stock and warrants (in shares) | 2,724,000 | |||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Closing price of common stock | $ / shares | $ 6 | $ 6 | $ 6 | |||||||||||||||||||||
Issuance of stock and warrants (in shares) | 210 | 0 | ||||||||||||||||||||||
Conversion of stock, shares issued | 349,333 | 80,000 | ||||||||||||||||||||||
Preferred stock shares outstanding convertible to common stock | 976,667 | 976,667 | ||||||||||||||||||||||
2015 Subordination Warrants | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Percentage of common stock outstanding | 0.50% | |||||||||||||||||||||||
2015 Subordination Warrants | Common Stock | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Warrant to acquire common stock | 2 | |||||||||||||||||||||||
Share of common stock underlying warrant | 71,131 | 71,131 | ||||||||||||||||||||||
Warrants exercisable | 2 | 71,131 | 71,131 | |||||||||||||||||||||
2016 Subordination Warrants | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Derivative liability fair value | $ | $ 4,089 | $ 4,089 | ||||||||||||||||||||||
Share of common stock underlying warrant | 2,346 | 2,346 | ||||||||||||||||||||||
Warrants exercisable | 71 | 71 | ||||||||||||||||||||||
Conversion of stock, shares converted | 24,000 | |||||||||||||||||||||||
2016 Subordination Warrants | Common Stock | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Warrants exercisable | 70 | |||||||||||||||||||||||
Series F Preferred Stock | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Stock price volatility | [1] | 224.70% | 240.90% | |||||||||||||||||||||
Warrant life | 2 years | 1 year 10 months 2 days | ||||||||||||||||||||||
Risk free rate | [2] | 0.81% | 1.20% | |||||||||||||||||||||
Exercise price | $ / shares | [3] | $ 6 | $ 1.52 | $ 1.52 | ||||||||||||||||||||
Closing price of common stock | $ / shares | $ 9 | $ 1.71 | $ 1.71 | |||||||||||||||||||||
Conversion of stock, shares issued | 438,759 | |||||||||||||||||||||||
Preferred stock, shares outstanding | 5,860 | 5,860 | ||||||||||||||||||||||
Series F Convertible Preferred Stock | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Conversion of stock, shares converted | 2,096 | 480 | ||||||||||||||||||||||
Conversion of stock, shares issued | 80,000 | |||||||||||||||||||||||
Number of remaining non-mandatory shares | 6,340 | |||||||||||||||||||||||
Convertible preferred stock value issued | $ | $ 298,159 | $ 298,159 | ||||||||||||||||||||||
Preferred stock, shares outstanding | 5,860 | 5,860 | ||||||||||||||||||||||
Fair value liabilities | $ | $ 5,655,006 | $ 5,655,006 | ||||||||||||||||||||||
2016 Notes | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Convertible debt, fair value disclosures | $ | $ 80,600,000 | 75,800,000 | 75,800,000 | |||||||||||||||||||||
Convertible notes payable, principal | $ | 75,000,000 | 75,000,000 | ||||||||||||||||||||||
2015 Notes | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Stock price volatility | [1] | 215.00% | ||||||||||||||||||||||
Warrant life | 1 year 3 months 29 days | |||||||||||||||||||||||
Risk free rate | [4] | 0.86% | ||||||||||||||||||||||
Convertible debt, fair value disclosures | $ | $ 16,700,000 | $ 16,600,000 | $ 16,600,000 | |||||||||||||||||||||
Extinguishment of debt, amount | $ | $ 13,700,000 | 13,666,887 | ||||||||||||||||||||||
Derivative liability extinguished | $ | 5,519,044 | |||||||||||||||||||||||
Debt instrument, number shares to be issued upon conversion | 325,374 | |||||||||||||||||||||||
Convertible notes payable, principal | $ | $ 22,100,000 | $ 22,100,000 | ||||||||||||||||||||||
2015 Notes | Series F Preferred Stock | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Extinguishment of debt, amount | $ | $ 8,400,000 | |||||||||||||||||||||||
Derivative liability extinguished | $ | 1,600,000 | |||||||||||||||||||||||
Convertible notes payable, principal | $ | $ 8,433,113 | $ 8,433,113 | ||||||||||||||||||||||
2015 Notes | Series F Convertible Preferred Stock | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Extinguishment of debt, amount | $ | $ 7,160,290 | |||||||||||||||||||||||
Debt instrument, number shares to be issued upon conversion | 8,436 | |||||||||||||||||||||||
Convertible notes payable, principal | $ | $ 8,433,113 | |||||||||||||||||||||||
Senior Secured Convertible Note | Series F Convertible Preferred Stock | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Non mandatory convertible preferred stock value issued | $ | $ 8,927,249 | |||||||||||||||||||||||
Maximum | Series F Preferred Stock | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Risk free rate | [2] | 1.26% | ||||||||||||||||||||||
Exercise price | $ / shares | [3] | $ 1.60 | $ 1.60 | |||||||||||||||||||||
Closing price of common stock | $ / shares | 1.85 | $ 1.85 | ||||||||||||||||||||||
Maximum | 2015 Notes | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Stock price volatility | [1] | 244.80% | ||||||||||||||||||||||
Warrant life | 9 months 22 days | |||||||||||||||||||||||
Risk free rate | [5] | 0.52% | ||||||||||||||||||||||
Exercise price | $ / shares | 29,280 | [6] | $ 865,200 | [7] | $ 29,280 | [6] | $ 865,200 | [7] | ||||||||||||||||
Closing price of common stock | $ / shares | 37,200 | 924,000 | $ 37,200 | 924,000 | ||||||||||||||||||||
Minimum | Series F Preferred Stock | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Risk free rate | [2] | 1.22% | ||||||||||||||||||||||
Exercise price | $ / shares | [3] | 1.59 | $ 1.59 | |||||||||||||||||||||
Closing price of common stock | $ / shares | 1.84 | $ 1.84 | ||||||||||||||||||||||
Minimum | 2015 Notes | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Stock price volatility | [1] | 224.70% | ||||||||||||||||||||||
Warrant life | 5 months 23 days | |||||||||||||||||||||||
Risk free rate | [5] | 0.29% | ||||||||||||||||||||||
Exercise price | $ / shares | 7.45 | [6] | 730,800 | [7] | $ 7.45 | [6] | 730,800 | [7] | ||||||||||||||||
Closing price of common stock | $ / shares | $ 9 | $ 789,600 | $ 9 | $ 789,600 | ||||||||||||||||||||
Class A And Class B Warrants | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Derivative liability fair value | $ | $ 61,941 | $ 61,941 | ||||||||||||||||||||||
Series C Warrant | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Share of common stock underlying warrant | 13 | 13 | ||||||||||||||||||||||
Warrants exercisable | 26 | 5,229,973 | 5,229,973 | |||||||||||||||||||||
Class of warrant or right, outstanding | 47,528 | 5,229,973 | 47,528 | 5,229,973 | ||||||||||||||||||||
Warrants exercised | 384,000 | |||||||||||||||||||||||
Proceeds from exercise of warrants | $ | $ 979,200 | |||||||||||||||||||||||
Issuance of stock and warrants (in shares) | 1 | 118,000 | ||||||||||||||||||||||
Conversion of stock, shares converted | 138,158 | |||||||||||||||||||||||
Series C Warrant | Common Stock | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Issuance of stock and warrants (in shares) | 12 | 1 | ||||||||||||||||||||||
Series C Warrant | Unit Purchase Options | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Derivative liability fair value | $ | $ 12,404,503 | $ 12,404,503 | ||||||||||||||||||||||
Valuation method | Black Scholes formula | |||||||||||||||||||||||
Stock price volatility | 135.00% | |||||||||||||||||||||||
Warrant life | 5 years | |||||||||||||||||||||||
Risk free rate | 1.61% | |||||||||||||||||||||||
Exercise price | $ / shares | $ 2,100,000 | $ 2,100,000 | ||||||||||||||||||||||
Closing price of common stock | $ / shares | $ 128,500,000 | $ 128,500,000 | ||||||||||||||||||||||
Remaining Series C Warrants | Remaining Unit Purchase Options | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Derivative liability fair value | $ | $ 12,384,852 | $ 12,384,852 | ||||||||||||||||||||||
Valuation method | Black Scholes formula | |||||||||||||||||||||||
Stock price volatility | 135.00% | |||||||||||||||||||||||
Warrant life | 5 years | |||||||||||||||||||||||
Risk free rate | 1.61% | |||||||||||||||||||||||
Exercise price | $ / shares | $ 1.9 | $ 1.9 | ||||||||||||||||||||||
Exercise date | Dec. 31, 2016 | |||||||||||||||||||||||
Remaining Series C Warrants | Remaining Unit Purchase Options | Maximum | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Closing price of common stock | $ / shares | 99,120 | $ 99,120 | ||||||||||||||||||||||
Remaining Series C Warrants | Remaining Unit Purchase Options | Minimum | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Closing price of common stock | $ / shares | $ 792,123 | $ 792,123 | ||||||||||||||||||||||
Series D Warrant | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Warrant to acquire common stock | 8 | |||||||||||||||||||||||
Percentage of common stock outstanding | 16.60% | |||||||||||||||||||||||
Share of common stock underlying warrant | 2,361,468 | 8 | 2,361,468 | 8 | ||||||||||||||||||||
Warrants exercisable | 2,361,468 | 3,503,116 | 2,361,468 | 3,503,116 | ||||||||||||||||||||
Class of warrant or right, outstanding | 2,361,468 | 3,503,116 | 2,361,468 | 3,503,116 | ||||||||||||||||||||
Series D Warrant | Common Stock | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Share of common stock underlying warrant | 2,361,468 | 2,361,468 | ||||||||||||||||||||||
Conversion of stock, shares converted | 1 | |||||||||||||||||||||||
Series D Warrant | 2015 Subordination Warrants | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Stock price volatility | [1] | 240.90% | 215.00% | |||||||||||||||||||||
Warrant life | 4 years 6 months | 5 years 6 months | ||||||||||||||||||||||
Risk free rate | [8] | 1.93% | 1.80% | |||||||||||||||||||||
Exercise price | $ / shares | $ 6 | [9] | $ 1,554,000 | [10] | $ 6 | [9] | $ 1,554,000 | [10] | ||||||||||||||||
Closing price of common stock | $ / shares | $ 1.71 | $ 1.71 | ||||||||||||||||||||||
Derivative liability | $ | $ 4,100,000 | $ 4,100,000 | ||||||||||||||||||||||
Series D Warrant | Senior Secured Convertible Note | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Class of warrant or right, outstanding | 2,361,468 | 2,361,468 | ||||||||||||||||||||||
Series D Warrant | Maximum | 2015 Subordination Warrants | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Closing price of common stock | $ / shares | 924,000 | 924,000 | ||||||||||||||||||||||
Series D Warrant | Minimum | 2015 Subordination Warrants | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Closing price of common stock | $ / shares | $ 789,600 | $ 789,600 | ||||||||||||||||||||||
Series D Warrant | Embedded Derivative Financial Instruments | 2015 Subordination Warrants | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Derivative liability | $ | $ 16,600,000 | $ 14,100,000 | $ 14,100,000 | |||||||||||||||||||||
Series E Warrants | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Stock price volatility | [1] | 228.10% | ||||||||||||||||||||||
Warrant life | 5 years 10 months 21 days | |||||||||||||||||||||||
Risk free rate | [11] | 1.30% | ||||||||||||||||||||||
Exercise price | $ / shares | [12] | $ 96,240 | ||||||||||||||||||||||
Closing price of common stock | $ / shares | $ 98,160 | |||||||||||||||||||||||
Derivative liability | $ | $ 6,800,927 | |||||||||||||||||||||||
Share of common stock underlying warrant | 70 | |||||||||||||||||||||||
Warrants exercisable | 70 | 70 | ||||||||||||||||||||||
Common shares issued in exchange of warrants | 28 | |||||||||||||||||||||||
Class of warrant or right, outstanding | 58,800,000 | |||||||||||||||||||||||
Business combination common stock exchange ratio | 2.5 | |||||||||||||||||||||||
Gain on exchange of warrants | $ | $ 4,141,773 | |||||||||||||||||||||||
Series G Warrant | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Stock price volatility | [1] | 225.80% | 227.50% | 240.90% | ||||||||||||||||||||
Warrant life | 4 years 10 months 21 days | 5 years | 4 years 4 months 28 days | |||||||||||||||||||||
Risk free rate | 1.03% | [13] | 1.39% | [11] | 1.93% | [8] | ||||||||||||||||||
Exercise price | $ / shares | $ 32,160 | [14] | $ 19,950 | [14] | $ 6 | [15] | $ 6 | [15] | ||||||||||||||||
Closing price of common stock | $ / shares | $ 33,840 | $ 20,265 | $ 1.71 | $ 1.71 | ||||||||||||||||||||
Derivative liability | $ | $ 6,000,000 | $ 272 | ||||||||||||||||||||||
Share of common stock underlying warrant | 159 | 159 | ||||||||||||||||||||||
Warrants exercisable | 3,075,000 | 3,075,000 | 163 | |||||||||||||||||||||
Class of warrant or right, outstanding | 3,075,000 | 3,075,000 | 3,075,000 | |||||||||||||||||||||
Warrants exercised | 85,000 | |||||||||||||||||||||||
Proceeds from exercise of warrants | $ | $ 113,900 | $ 113,900 | ||||||||||||||||||||||
Issuance of stock and warrants (in shares) | 4 | |||||||||||||||||||||||
Conversion of stock, shares converted | 24,000 | 85,000 | ||||||||||||||||||||||
Series G Warrant | Common Stock | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Conversion of stock, shares converted | 1 | |||||||||||||||||||||||
Series G Warrant | June 2016 Unit Offering | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Warrants issued during period value | $ | $ 118,424 | |||||||||||||||||||||||
Gain on exchange of warrants | $ | $ 30,547 | |||||||||||||||||||||||
Series H Warrant | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Derivative liability fair value | $ | $ 101,600,000 | |||||||||||||||||||||||
Share of common stock underlying warrant | 2,346 | 2,346 | ||||||||||||||||||||||
Class of warrant or right, outstanding | 56,250,000 | 56,250,000 | ||||||||||||||||||||||
Conversion of stock, shares converted | 24,000 | 24,000 | ||||||||||||||||||||||
Series H Warrant | Common Stock | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Conversion of stock, shares converted | 1 | |||||||||||||||||||||||
Series H Warrant | 2016 Subordination Warrants | ||||||||||||||||||||||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||||||||||||||||||||||
Warrant to acquire common stock | 71 | |||||||||||||||||||||||
[1] | The volatility factor was estimated by using the historical volatilities of the Company’s trading history. | |||||||||||||||||||||||
[2] | The risk-free interest rate was determined by management using the 2-year Treasury Bill as of the respective measurement date. | |||||||||||||||||||||||
[3] | The conversion price of the Series F was calculated based off the lower of the fixed conversion rate of $6.00 (split adjusted) and 85% of the lower of the (1) 3 lowest VWAP days in the past 20 trading days and (2) the VWAP of the preceding day. | |||||||||||||||||||||||
[4] | The risk-free interest rate was determined by management using the 1.5-year Treasury Bill as of the respective measurement date. | |||||||||||||||||||||||
[5] | The risk-free interest rate was determined by management using the average of the 6 month and 1-year Treasury Bill as of the respective measurement date. | |||||||||||||||||||||||
[6] | The conversion price was calculated based on the formula in the 2015 Notes agreement as of the respective measurement dates. | |||||||||||||||||||||||
[7] | The conversion price of the convertible notes was calculated based on the formula in the Notes agreement as of the respective measurement date | |||||||||||||||||||||||
[8] | The risk-free interest rate was determined by management using the 5-year Treasury Bill as of the respective measurement date. | |||||||||||||||||||||||
[9] | The exercise price of the Series D and Subordination Warrants was calculated based on the terms in the warrant agreement. | |||||||||||||||||||||||
[10] | The exercise price of the Series D Warrants calculated by 120% of the arithmetic average of five weighted average price of the common stock on the five consecutive trading days prior to issuance date on December 30, 2015. | |||||||||||||||||||||||
[11] | The risk-free interest rate was determined by management using an average of the 5-year and 7-year Treasury Bill as of the respective measurement date. | |||||||||||||||||||||||
[12] | The exercise price of the Series E Warrants was calculated based on the terms in the warrant agreement. | |||||||||||||||||||||||
[13] | The risk-free interest rate was determined by management using the average of the 5-year Treasury Bill as of the respective measurement date. | |||||||||||||||||||||||
[14] | The exercise price of the Series G Warrants was calculated based on the terms in the warrant agreement. | |||||||||||||||||||||||
[15] | The exercise price of the Series G Warrants as defined in the warrant agreement at June 1, 2016. The reset provision at July 1, 2016 that was known at June 30, 2016. |
Fair Value Liabilities - Assump
Fair Value Liabilities - Assumptions Used to Calculate Fair Value (Detail) - $ / shares | Nov. 03, 2016 | Jul. 11, 2016 | Jul. 02, 2016 | Jul. 01, 2016 | Jun. 01, 2016 | Apr. 07, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | ||||||
Series F Preferred Stock | ||||||||||||||
Fair Value Assumptions and Methodology for Liabilities [Abstract] | ||||||||||||||
Trading price of common stock on measurement date | $ 9 | $ 1.71 | ||||||||||||
Exercise price | [1] | $ 6 | $ 1.52 | |||||||||||
Risk free rate | [2] | 0.81% | 1.20% | |||||||||||
Warrant life | 2 years | 1 year 10 months 2 days | ||||||||||||
Stock price volatility | [3] | 224.70% | 240.90% | |||||||||||
Expected dividend yield | [4] | 0.00% | ||||||||||||
Series D Warrant | ||||||||||||||
Fair Value Assumptions and Methodology for Liabilities [Abstract] | ||||||||||||||
Expected dividend yield | 0.00% | 0.00% | ||||||||||||
Series D Warrant | 2015 Subordination Warrants | ||||||||||||||
Fair Value Assumptions and Methodology for Liabilities [Abstract] | ||||||||||||||
Trading price of common stock on measurement date | $ 1.71 | |||||||||||||
Exercise price | $ 6 | [5] | $ 1,554,000 | [6] | ||||||||||
Risk free rate | [7] | 1.93% | 1.80% | |||||||||||
Warrant life | 4 years 6 months | 5 years 6 months | ||||||||||||
Stock price volatility | [3] | 240.90% | 215.00% | |||||||||||
Expected dividend yield | [4] | 0.00% | 0.00% | |||||||||||
Series E Warrants | ||||||||||||||
Fair Value Assumptions and Methodology for Liabilities [Abstract] | ||||||||||||||
Trading price of common stock on measurement date | $ 98,160 | |||||||||||||
Exercise price | [8] | $ 96,240 | ||||||||||||
Risk free rate | [9] | 1.30% | ||||||||||||
Warrant life | 5 years 10 months 21 days | |||||||||||||
Stock price volatility | [3] | 228.10% | ||||||||||||
Expected dividend yield | 0.00% | |||||||||||||
Series G Warrant | ||||||||||||||
Fair Value Assumptions and Methodology for Liabilities [Abstract] | ||||||||||||||
Trading price of common stock on measurement date | $ 33,840 | $ 20,265 | $ 1.71 | |||||||||||
Exercise price | $ 32,160 | [10] | $ 19,950 | [10] | $ 6 | [11] | ||||||||
Risk free rate | 1.03% | [12] | 1.39% | [9] | 1.93% | [7] | ||||||||
Warrant life | 4 years 10 months 21 days | 5 years | 4 years 4 months 28 days | |||||||||||
Stock price volatility | [3] | 225.80% | 227.50% | 240.90% | ||||||||||
Expected dividend yield | [4] | 0.00% | 0.00% | 0.00% | ||||||||||
2015 Notes Conversion Feature | ||||||||||||||
Fair Value Assumptions and Methodology for Liabilities [Abstract] | ||||||||||||||
Trading price of common stock on measurement date | $ 9 | |||||||||||||
Exercise price | [13] | $ 7.74 | ||||||||||||
Risk free rate | [14] | 0.52% | ||||||||||||
Warrant life | 5 months 23 days | |||||||||||||
Stock price volatility | [3] | 244.30% | ||||||||||||
Expected dividend yield | [4] | 0.00% | ||||||||||||
2016 Notes | ||||||||||||||
Fair Value Assumptions and Methodology for Liabilities [Abstract] | ||||||||||||||
Trading price of common stock on measurement date | $ 42,480 | $ 1.71 | ||||||||||||
Exercise price | [15] | $ 32,160 | $ 1.49 | |||||||||||
Risk free rate | [16] | 0.59% | 0.97% | |||||||||||
Warrant life | 1 year 10 months 2 days | 1 year 3 months 29 days | ||||||||||||
Stock price volatility | [3] | 228.10% | 240.90% | |||||||||||
Expected dividend yield | 0.00% | 0.00% | ||||||||||||
2016 Notes | Series H Warrant | ||||||||||||||
Fair Value Assumptions and Methodology for Liabilities [Abstract] | ||||||||||||||
Trading price of common stock on measurement date | $ 42,480 | $ 1.71 | ||||||||||||
Exercise price | [17] | $ 49,920 | $ 6 | |||||||||||
Risk free rate | [7] | 1.01% | 1.93% | |||||||||||
Warrant life | 5 years 6 months | 5 years | ||||||||||||
Stock price volatility | [3] | 228.10% | 240.90% | |||||||||||
Expected dividend yield | 0.00% | 0.00% | [4] | 0.00% | [4] | |||||||||
Minimum | Series F Preferred Stock | ||||||||||||||
Fair Value Assumptions and Methodology for Liabilities [Abstract] | ||||||||||||||
Trading price of common stock on measurement date | $ 1.84 | |||||||||||||
Exercise price | [1] | $ 1.59 | ||||||||||||
Risk free rate | [2] | 1.22% | ||||||||||||
Expected dividend yield | [4] | 0.00% | ||||||||||||
Minimum | Series D Warrant | 2015 Subordination Warrants | ||||||||||||||
Fair Value Assumptions and Methodology for Liabilities [Abstract] | ||||||||||||||
Trading price of common stock on measurement date | $ 789,600 | |||||||||||||
Maximum | Series F Preferred Stock | ||||||||||||||
Fair Value Assumptions and Methodology for Liabilities [Abstract] | ||||||||||||||
Trading price of common stock on measurement date | $ 1.85 | |||||||||||||
Exercise price | [1] | $ 1.60 | ||||||||||||
Risk free rate | [2] | 1.26% | ||||||||||||
Expected dividend yield | [4] | 0.00% | ||||||||||||
Maximum | Series D Warrant | 2015 Subordination Warrants | ||||||||||||||
Fair Value Assumptions and Methodology for Liabilities [Abstract] | ||||||||||||||
Trading price of common stock on measurement date | $ 924,000 | |||||||||||||
2015 Notes Conversion Feature | ||||||||||||||
Fair Value Assumptions and Methodology for Liabilities [Abstract] | ||||||||||||||
Risk free rate | [18] | 0.86% | ||||||||||||
Warrant life | 1 year 3 months 29 days | |||||||||||||
Stock price volatility | [3] | 215.00% | ||||||||||||
Expected dividend yield | 0.00% | 0.00% | [4] | 0.00% | [4] | |||||||||
Expected probability of shareholder approval | [19] | 85.00% | ||||||||||||
2015 Notes Conversion Feature | Minimum | ||||||||||||||
Fair Value Assumptions and Methodology for Liabilities [Abstract] | ||||||||||||||
Trading price of common stock on measurement date | $ 9 | $ 789,600 | ||||||||||||
Exercise price | $ 7.45 | [20] | 730,800 | [21] | ||||||||||
Risk free rate | [14] | 0.29% | ||||||||||||
Warrant life | 5 months 23 days | |||||||||||||
Stock price volatility | [3] | 224.70% | ||||||||||||
2015 Notes Conversion Feature | Maximum | ||||||||||||||
Fair Value Assumptions and Methodology for Liabilities [Abstract] | ||||||||||||||
Trading price of common stock on measurement date | $ 37,200 | 924,000 | ||||||||||||
Exercise price | $ 29,280 | [20] | $ 865,200 | [21] | ||||||||||
Risk free rate | [14] | 0.52% | ||||||||||||
Warrant life | 9 months 22 days | |||||||||||||
Stock price volatility | [3] | 244.80% | ||||||||||||
[1] | The conversion price of the Series F was calculated based off the lower of the fixed conversion rate of $6.00 (split adjusted) and 85% of the lower of the (1) 3 lowest VWAP days in the past 20 trading days and (2) the VWAP of the preceding day. | |||||||||||||
[2] | The risk-free interest rate was determined by management using the 2-year Treasury Bill as of the respective measurement date. | |||||||||||||
[3] | The volatility factor was estimated by using the historical volatilities of the Company’s trading history. | |||||||||||||
[4] | Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. | |||||||||||||
[5] | The exercise price of the Series D and Subordination Warrants was calculated based on the terms in the warrant agreement. | |||||||||||||
[6] | The exercise price of the Series D Warrants calculated by 120% of the arithmetic average of five weighted average price of the common stock on the five consecutive trading days prior to issuance date on December 30, 2015. | |||||||||||||
[7] | The risk-free interest rate was determined by management using the 5-year Treasury Bill as of the respective measurement date. | |||||||||||||
[8] | The exercise price of the Series E Warrants was calculated based on the terms in the warrant agreement. | |||||||||||||
[9] | The risk-free interest rate was determined by management using an average of the 5-year and 7-year Treasury Bill as of the respective measurement date. | |||||||||||||
[10] | The exercise price of the Series G Warrants was calculated based on the terms in the warrant agreement. | |||||||||||||
[11] | The exercise price of the Series G Warrants as defined in the warrant agreement at June 1, 2016. The reset provision at July 1, 2016 that was known at June 30, 2016. | |||||||||||||
[12] | The risk-free interest rate was determined by management using the average of the 5-year Treasury Bill as of the respective measurement date. | |||||||||||||
[13] | The conversion price was calculated based on the formula in the 2015 Notes agreement as of the respective measurement date | |||||||||||||
[14] | The risk-free interest rate was determined by management using the average of the 6 month and 1-year Treasury Bill as of the respective measurement date. | |||||||||||||
[15] | The conversion price was calculated based on the formula in the 2016 Notes agreement as of the respective measurement date | |||||||||||||
[16] | The risk-free interest rate was determined by management using the average of the 1-year and 2-year Treasury Bill as of the respective measurement date. | |||||||||||||
[17] | The exercise price of the Series H and Subordination Warrants was calculated based on the terms in the warrant agreement. | |||||||||||||
[18] | The risk-free interest rate was determined by management using the 1.5-year Treasury Bill as of the respective measurement date. | |||||||||||||
[19] | Management has estimated a probability of 85% that shareholder approval will be obtained for the removal of the 19.9% conversion cap. This is based on past shareholder voting history and discussions with current shareholders and consultants. | |||||||||||||
[20] | The conversion price was calculated based on the formula in the 2015 Notes agreement as of the respective measurement dates. | |||||||||||||
[21] | The conversion price of the convertible notes was calculated based on the formula in the Notes agreement as of the respective measurement date |
Fair Value Liabilities - Assu72
Fair Value Liabilities - Assumptions Used to Calculate Fair Value (Parenthetical) (Detail) | Nov. 03, 2016 | Jul. 11, 2016 | Jul. 02, 2016 | Jul. 01, 2016 | Jun. 01, 2016 | Apr. 07, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||
Percentage of common stock outstanding | 19.90% | |||||||||||
Series F Convertible Preferred Stock | ||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||
Dividend yield | 0.00% | 0.00% | ||||||||||
Number of consecutive trading days to identify lowest daily weighted average price | 20 days | |||||||||||
Lowest daily weighted average price, percentage | 85.00% | |||||||||||
2016 Notes | ||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||
Warrant life | 1 year 10 months 2 days | 1 year 3 months 29 days | ||||||||||
Dividend yield | 0.00% | 0.00% | ||||||||||
Series D Warrant | ||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||
Dividend yield | 0.00% | 0.00% | ||||||||||
Percentage of common stock outstanding | 16.60% | |||||||||||
Debt Instrument, convertible, terms of conversion feature | The exercise price of the Series D Warrants calculated by 120% of the arithmetic average of five weighted average price of the common stock on the five consecutive trading days prior to issuance date on December 30, 2015. | |||||||||||
Series E Warrants | ||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||
Warrant life | 5 years 10 months 21 days | |||||||||||
Dividend yield | 0.00% | |||||||||||
Series G Warrant | ||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||
Warrant life | 4 years 10 months 21 days | 5 years | 4 years 4 months 28 days | |||||||||
Dividend yield | [1] | 0.00% | 0.00% | 0.00% | ||||||||
Series H Warrant | 2016 Notes | ||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||
Warrant life | 5 years 6 months | 5 years | ||||||||||
Dividend yield | 0.00% | 0.00% | [1] | 0.00% | [1] | |||||||
US Treasury Bill Securities | Series F Convertible Preferred Stock | ||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||
Warrant life | 2 years | 2 years | ||||||||||
US Treasury Bill Securities | 2016 Notes | ||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||
Risk free interest rate description | The risk-free interest rate was determined by management using the average of the 1-year and 2-year Treasury Bill as of the respective measurement date. | |||||||||||
US Treasury Bill Securities | Series D Warrant | ||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||
Warrant life | 5 years | 5 years | ||||||||||
US Treasury Bill Securities | Series E Warrants | ||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||
Risk free interest rate description | The risk-free interest rate was determined by management using an average of the 5-year and 7-year Treasury Bill as of the respective measurement date. | |||||||||||
US Treasury Bill Securities | Series G Warrant | ||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||
Warrant life | 5 years | 5 years | ||||||||||
Risk free interest rate description | The risk-free interest rate was determined by management using an average of the 5-year and 7-year Treasury Bill as of the respective measurement date. | |||||||||||
US Treasury Bill Securities | Series H Warrant | 2016 Notes | ||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||
Warrant life | 5 years | |||||||||||
2015 Notes Conversion Feature | ||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||
Warrant life | 1 year 3 months 29 days | |||||||||||
Dividend yield | 0.00% | 0.00% | [1] | 0.00% | [1] | |||||||
Expected probability of shareholder approval | [2] | 85.00% | ||||||||||
Risk free interest rate description | The risk-free interest rate was determined by management using the average of the 6 month and 1-year Treasury Bill as of the respective measurement date | |||||||||||
2015 Notes Conversion Feature | US Treasury Bill Securities | ||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||
Warrant life | 1 year 6 months | |||||||||||
Risk free interest rate description | The risk-free interest rate was determined by management using the average of the 6 month and 1-year Treasury Bill as of the respective measurement date. | |||||||||||
[1] | Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. | |||||||||||
[2] | Management has estimated a probability of 85% that shareholder approval will be obtained for the removal of the 19.9% conversion cap. This is based on past shareholder voting history and discussions with current shareholders and consultants. |
Fair Value Liabilities - Summar
Fair Value Liabilities - Summary of Gain (Loss) on Exchange and Issuance of Warrants (Detail) - Series E Warrants | Apr. 07, 2016USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Fair value of Series E Warrants exchanged | $ 6,800,927 |
Fair value of common stock issued | 2,659,154 |
Gain on exchange of warrants | $ 4,141,773 |
Fair Value Liabilities - Schedu
Fair Value Liabilities - Schedule of Fair Value Warrants Excess of Proceeds Recorded as Loss in Earnings (Detail) - Series G Warrant | Jun. 01, 2016USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Net proceeds received | $ 5,268,030 |
Less: Par value of common stock issued | (316) |
Less: Fair value Series G Warrants issued | (6,034,735) |
Loss on issuance | $ (767,021) |
Fair Value Liabilities - Financ
Fair Value Liabilities - Financial Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value liabilities | $ 85,603,603 | $ 43,181,472 |
Fair Value, Inputs, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value liabilities | 85,603,603 | 43,181,472 |
Series F Preferred Stock | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value liabilities | 5,655,006 | |
Series F Preferred Stock | Fair Value, Inputs, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value liabilities | 5,655,006 | |
Common Stock Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value liabilities | 4,121,836 | 26,592,532 |
Common Stock Warrants | Fair Value, Inputs, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value liabilities | 4,121,836 | 26,592,532 |
Conversion Feature of 2016 Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value liabilities | 75,826,761 | |
Conversion Feature of 2016 Notes | Fair Value, Inputs, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value liabilities | $ 75,826,761 | |
Conversion Feature of 2015 Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value liabilities | 16,588,940 | |
Conversion Feature of 2015 Notes | Fair Value, Inputs, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value liabilities | $ 16,588,940 |
Fair Value Liabilities - Summ76
Fair Value Liabilities - Summary of Change in the Value of the Fair Value Level 3 Liabilities (Detail) - Fair Value, Inputs, Level 3 - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Balance at beginning of period | $ 43,181,472 | $ 9,998,636 |
Issuance of warrants, options, preferred stock and convertible note | 205,441,709 | 56,026,979 |
Exercise and expiration of warrants, options, convertible notes, preferred stock and unit purchase option | (29,828,395) | (42,558,951) |
Change in fair value of warrants, options, conversion feature and preferred stock | (133,191,183) | 19,714,808 |
Balance at end of period | 85,603,603 | 43,181,472 |
Common Stock Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Balance at beginning of period | 26,592,532 | 9,998,636 |
Issuance of warrants, options, preferred stock and convertible note | 112,770,932 | 39,372,885 |
Exercise and expiration of warrants, options, convertible notes, preferred stock and unit purchase option | (19,304,203) | (42,558,951) |
Change in fair value of warrants, options, conversion feature and preferred stock | (115,937,425) | 19,779,962 |
Balance at end of period | 4,121,836 | 26,592,532 |
Conversion Feature of Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Balance at beginning of period | 16,588,940 | |
Issuance of warrants, options, preferred stock and convertible note | 80,599,528 | 16,654,094 |
Exercise and expiration of warrants, options, convertible notes, preferred stock and unit purchase option | (7,082,033) | |
Change in fair value of warrants, options, conversion feature and preferred stock | (14,279,674) | (65,154) |
Balance at end of period | 75,826,761 | $ 16,588,940 |
Series F Preferred Stock | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Issuance of warrants, options, preferred stock and convertible note | 12,071,249 | |
Exercise and expiration of warrants, options, convertible notes, preferred stock and unit purchase option | (3,442,159) | |
Change in fair value of warrants, options, conversion feature and preferred stock | (2,974,084) | |
Balance at end of period | $ 5,655,006 |
Fair Value Liabilities - Summ77
Fair Value Liabilities - Summary of Change in the Value of the Fair Value Level 3 Liabilities to Derivative Liability (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Derivative liability fair value | $ 36,344,180 | $ 26,592,532 | |
Portion of derivative liability combined with convertible note | (43,604,417) | (16,588,940) | |
Fair Value, Inputs, Level 3 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Derivative liability fair value | 79,948,597 | $ 43,181,472 | |
Common Stock Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Derivative liability fair value | 4,121,836 | 26,592,532 | |
Common Stock Warrants | Fair Value, Inputs, Level 3 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Derivative liability fair value | 4,121,836 | 26,592,532 | |
Conversion Feature of Notes | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Derivative liability fair value | 32,222,344 | ||
Portion of derivative liability combined with convertible note | $ (43,604,417) | (16,588,940) | |
Conversion Feature of Notes | Fair Value, Inputs, Level 3 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Derivative liability fair value | $ 75,826,761 | $ 16,588,940 |
Employee Stock Options - Additi
Employee Stock Options - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2016USD ($)CompensationPlan$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based compensation expense | $ | $ 136,060 | $ 110,123 | |
Unrecognized compensation cost related to stock option | $ | $ 272,847 | $ 408,907 | |
Remaining vesting period of stock option | 1 year 8 months 16 days | 2 years 8 months 16 days | |
Employee Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of stock based compensation plans | CompensationPlan | 3 | ||
Number of stock options, outstanding | 738,534 | 792,534 | 703,034 |
Number of shares exercisable | 472,824 | 328,445 | |
Stock options, maturity period | 10 years | ||
Number of stock options, granted | 0 | 117,500 | |
Options, grants in period, exercise price | $ / shares | $ 0 | $ 129,000,000 | |
Employee Stock Option | Omnibus Plans | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options, maturity period | 10 years | ||
Number of stock options, granted | 0 | 117,500 | |
Options, grants in period, exercise price | $ / shares | $ 2.56 | ||
Deferred compensation | $ | $ 268,202 | ||
Stock based compensation expense | $ | $ 29,309 | ||
Employee Stock Option | Common Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares exercisable | 70 | 88 | |
Employee Stock Option | Common Stock | Omnibus Plans | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares exercisable | 3 | ||
Employee Stock Option | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Option vesting period | 3 years | ||
Employee Stock Option | Minimum | Omnibus Plans | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Option vesting period | 3 years | ||
Employee Stock Option | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Option vesting period | 4 years | ||
Employee Stock Option | Maximum | Omnibus Plans | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Option vesting period | 4 years |
Employee Stock Options - Schedu
Employee Stock Options - Schedule of Assumptions Used in Calculation of Fair Value of the Options Exchanged (Detail) - Employee Stock Option - Omnibus Plans | 12 Months Ended |
Dec. 31, 2015$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Fair market value of one share of common stock | $ 129,000,000 |
Aggregate exercise price of 60 options | $ 129,000,000 |
Risk free rate | 1.71% |
Expected volatility | 127.52% |
Expected term | 6 years 1 month 21 days |
Employee Stock Options - Sche80
Employee Stock Options - Schedule of Assumptions Used in Calculation of Fair Value of the Options Exchanged (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2016shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of options | 60 |
Employee Stock Options - Summar
Employee Stock Options - Summary of Employee Stock Option Activity (Detail) - Employee Stock Option - $ / shares $ / shares in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Number of stock options, outstanding | 792,534 | 703,034 | |
Number of stock options, granted | 0 | 117,500 | |
Share-based compensation arrangement by share-based payment award, options, exercises in period | 0 | 0 | |
Number of options, Forfeited/expired | (54,000) | (28,000) | |
Number of stock options, outstanding | 738,534 | 792,534 | 703,034 |
Shares of Common Stock Underlying the Options [Abstract] | |||
Total shares of common stock underlying the options, outstanding | 88 | 99 | |
Total shares of common stock underlying the options, Granted | 3 | ||
Total shares of common stock underlying the options, Forfeited/expired | (18) | (14) | |
Total shares of common stock underlying the options, outstanding | 70 | 88 | 99 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Weighted Average Exercise Price for One Common Share, Options outstanding | $ 143.1 | $ 150.2 | |
Weighted Average Exercise Price for One Common Share, Granted | 0 | 129 | |
Weighted Average Exercise Price for One Common Share, Exercised | 0 | 0 | |
Weighted Average Exercise Price for One Common Share, Forfeited/expired | 118.5 | 260.1 | |
Weighted Average Exercise Price for One Common Share, Options outstanding | $ 145 | $ 143.1 | $ 150.2 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted average remaining contractual term in Years, outstanding | 7 years | 8 years | 8 years 9 months 18 days |
Weighted Average Remaining Contractual Term in Years, Granted | 9 years 7 months 6 days | ||
Weighted Average Remaining Contractual Term in Years, Forfeited/expired | 7 years 9 months 18 days | 8 years 7 months 6 days | |
Weighted average remaining contractual term in Years, outstanding | 7 years | 8 years | 8 years 9 months 18 days |
Weighted Average Remaining Contractual Term in Years, Forfeited/expired | 7 years 9 months 18 days | 8 years 7 months 6 days |
Employee Stock Options - Summ82
Employee Stock Options - Summary of Stock Options Outstanding and Exercisable (Detail) - Employee Stock Option - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of stock options, outstanding | 738,534 | 792,534 | 703,034 |
Options Outstanding , Remaining Life (Years) | 7 years | 8 years | |
Options Outstanding , Exercise Price per Share of Stock | $ 145,000,000 | $ 143,100,000 | $ 150,200,000 |
Options Exercisable , Number of Options Exercisable | 472,824 | 328,445 | |
Options exercisable , exercise price | $ 152.8 | $ 154.7 | |
Options Exercisable , Intrinsic Value | $ 0 | $ 0 |
Employee Stock Options - Sche83
Employee Stock Options - Schedule of Equity-Based Compensation Expenses (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Stock based compensation expense | $ 136,060 | $ 110,123 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Jul. 01, 2016 | Dec. 30, 2015 | |
Related Party Transaction [Line Items] | ||||
Notes payable interest payments | $ 1,778,831 | $ 1,055,255 | ||
Warrants exercisable | 68,911,099 | 13,219,597 | ||
2015 Subordination Warrants | Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Warrants exercisable | 71,131 | 2 | ||
Description of warrant terms | The 2015 Subordination Warrants included an adjustment provision which provides that the number of common shares the 2015 Subordination Warrants are exercisable into will increase on December 31, 2016 to be 0.5% of the sum of the number of shares actually outstanding on December 31, 2016 plus the number of shares of common stock deemed to be outstanding pursuant to all outstanding options, warrants or convertible securities of the Company. | |||
Warrants exercisable increase percentage | 0.50% | |||
2016 Subordination Warrants | ||||
Related Party Transaction [Line Items] | ||||
Warrants exercisable | 71 | |||
2016 Subordination Warrants | Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Warrants exercisable | 70 | |||
Sale Leaseback Obligations | ||||
Related Party Transaction [Line Items] | ||||
Letter of credit | $ 3,000,000 | |||
Interest rate on letter of credit | 10.00% | |||
Notes payable interest payments | $ 226,667 | $ 250,000 | ||
Sale Leaseback Obligations | Letter of Credit | ||||
Related Party Transaction [Line Items] | ||||
Line of credit, amount drawn | $ 0 |
Income Tax Expense (Detail)
Income Tax Expense (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current | ||
Federal | $ 0 | $ 0 |
State and Local | 1,750 | 1,250 |
Current income tax expense benefit | 1,750 | 1,250 |
Deferred | ||
Federal | 0 | 0 |
State and Local | 0 | 0 |
Deferred income tax expense benefit | 0 | 0 |
Provision for income taxes | $ 1,750 | $ 1,250 |
Components of Deferred Tax Asse
Components of Deferred Tax Assets (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating losses | $ 17,720,179 | $ 4,263,605 |
Depreciation and amortization | (4,742) | (182,903) |
Allowance for doubtful accounts | 9,681 | 6,324 |
Accrued vacation | 161,374 | 112,892 |
Accrued personal property tax | 3,152 | 4,083 |
Other | 4,292 | 1,651 |
Total deferred tax assets | 17,893,936 | 4,205,652 |
Less: Valuation allowance | (17,893,936) | (4,205,652) |
Net deferred tax assets | $ 0 | $ 0 |
Reconciliation of Reported Amou
Reconciliation of Reported Amount of Income Tax Expense (Benefit) (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Expense Benefit Continuing Operations Income Tax Reconciliation [Abstract] | ||
Benefit for income taxes computed at federal statutory rate | $ (30,309,817) | $ (19,685,292) |
State income taxes, net of federal tax benefit | (3,977,787) | (1,998,974) |
Non-deductible expenses | 20,524,787 | 12,902,916 |
NOL write off due to Section 382 limitation | 23,200,232 | |
Increase (decrease) in valuation allowance | 13,688,236 | (14,277,865) |
Other, net | 76,331 | (139,767) |
Provision for income taxes | $ 1,750 | $ 1,250 |
Effective tax rate | (0.01%) | (0.01%) |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | ||
Increase in valuation allowance | $ 13,688,236 | |
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 | $ 46,700,000 | 11,500,000 |
Net tax operating losses, expiration | expire in varying amounts during the tax years 2023 and 2035 | |
Federal | Earliest Tax Year | ||
Income Taxes [Line Items] | ||
Tax years open to examination | 2,013 | |
Federal | Latest Tax Year | ||
Income Taxes [Line Items] | ||
Tax years open to examination | 2,016 | |
State | ||
Income Taxes [Line Items] | ||
Net operating loss carry forwards | $ 41,600,000 | $ 10,500,000 |
Net tax operating losses, expiration | expire in varying years from 2025 to 2035 |
Schedule of Domestic and Intern
Schedule of Domestic and International Customers Products Sales (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule Of Geographical Information [Line Items] | ||
Total sales | $ 3,048,126 | $ 2,142,040 |
Domestic (U.S.) | ||
Schedule Of Geographical Information [Line Items] | ||
Total sales | 3,010,371 | 2,096,825 |
International | ||
Schedule Of Geographical Information [Line Items] | ||
Total sales | $ 37,755 | $ 45,215 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ / shares in Units, $ in Millions | Mar. 09, 2017shares | Dec. 11, 2015 | Feb. 28, 2017USD ($)$ / shares | Nov. 30, 2016USD ($) | Oct. 31, 2016USD ($) | Sep. 30, 2016USD ($) | May 31, 2016USD ($) | Feb. 28, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)shares | Dec. 28, 2016shares | Dec. 31, 2015shares |
Subsequent Event [Line Items] | |||||||||||
Increase (decrease) in restricted cash for operating activities | $ 3.6 | $ 3.5 | $ 4.7 | $ 2 | $ 2.6 | ||||||
Common stock, shares authorized | shares | 1,500,000,000 | 1,500,000,000 | 200,000,000 | ||||||||
Reverse stock split ratio effective date | May 31, 2017 | ||||||||||
Common Stock | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Reverse stock split ratio, description | each sixty shares of common stock was replaced with one share of common stock | ||||||||||
Reverse stock split ratio | 0.01666667 | ||||||||||
Common stock, shares authorized | shares | 1,500,000,000 | 1,500,000,000 | |||||||||
Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Increase (decrease) in restricted cash for operating activities | $ 3.5 | ||||||||||
Subsequent Event | Common Stock | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Reverse stock split ratio, description | ratio between 1-for-1,700 and 1-for-2,000 | ||||||||||
Common stock, shares authorized | shares | 3,000,000,000 | ||||||||||
Subsequent Event | 2016 Notes | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, number shares to be issued upon conversion | shares | 1,485,139,803 | ||||||||||
Decrease in principal amount outstanding | $ 3.9 | ||||||||||
Increase (decrease) in restricted cash for operating activities | $ 3.5 | ||||||||||
Debt instrument redemption amount | $ 38.9 | ||||||||||
Debt instrument redemption aggregate price | $ 38.9 | ||||||||||
Subsequent Event | Minimum | Common Stock | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Reverse stock split ratio | 0.0005 | ||||||||||
Subsequent Event | Minimum | 2016 Notes | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Convertible debt, conversion price | $ / shares | $ 0.044 | $ 0.044 | |||||||||
Subsequent Event | Maximum | Common Stock | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Reverse stock split ratio | 0.000588 | ||||||||||
Subsequent Event | Maximum | 2016 Notes | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Convertible debt, conversion price | $ / shares | $ 0.00068 | $ 0.00068 |