Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 22, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
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 Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 1,978,584 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 25,616 | $ 1,014,255 |
Restricted cash | 17,015,716 | 47,066,313 |
Accounts receivable, net | 386,347 | 479,394 |
Inventory | 1,116,143 | 1,421,572 |
Prepaid and other current assets | 1,089,661 | 950,694 |
Total current assets | 19,633,483 | 50,932,228 |
Restricted cash, net of current portion | 12,344,039 | |
Intangible assets, net | 23,872 | 42,586 |
Property and equipment, net | 9,589,510 | 10,078,484 |
Total assets | 29,246,865 | 73,397,337 |
Current liabilities: | ||
Accounts payable | 4,985,129 | 3,855,997 |
Accrued expenses | 4,989,910 | 6,275,808 |
Current portion of convertible notes payable, net of discount | 32,249,032 | 60,000,000 |
Notes payable - related party | 500,000 | 500,000 |
Current portion of capital lease obligations | 497,408 | 865,049 |
Total current liabilities | 43,221,479 | 71,496,854 |
Convertible notes payable, net of current portion and debt discount | 15,000,000 | |
Capital lease obligations, net of current portion | 52,188 | 55,912 |
Derivative liability, net of current portion | 4,642,172 | 36,344,180 |
Series F convertible preferred stock | 11,191,652 | 5,655,006 |
Other long term liabilities | 831,678 | |
Total liabilities | 59,107,491 | 129,383,630 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Preferred stock, $.001 par value, 5,000,000 shares authorized; Series E convertible preferred stock; 74,380 shares authorized, issued and outstanding | 74 | 74 |
Common stock, $.0001 par value: 1,500,000,000 and 200,000,000 shares authorized; 763,612 and 940 shares issued and outstanding, respectively | 76 | |
Additional paid-in capital | 159,687,737 | 155,065,766 |
Accumulated deficit | (189,548,513) | (211,052,133) |
Total stockholders' deficit | (29,860,626) | (55,986,293) |
Total liabilities and stockholders' deficit | $ 29,246,865 | $ 73,397,337 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
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 |
Common stock, shares authorized | 1,500,000,000 | 200,000,000 |
Common stock, shares issued | 763,612 | 940 |
Common stock, shares outstanding | 763,612 | 940 |
Series E Convertible Preferred Stock | ||
Preferred stock, shares authorized | 74,380 | 74,380 |
Preferred stock, shares issued | 74,380 | 74,380 |
Preferred Stock, Shares Outstanding | 74,380 | 74,380 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenues | $ 830,777 | $ 731,422 |
Cost of sales | 1,980,076 | 1,861,745 |
Gross loss | (1,149,299) | (1,130,323) |
Operating expenses: | ||
Research and development | 2,048,100 | 2,297,983 |
Selling and marketing | 1,391,978 | 1,478,778 |
General and administrative | 1,857,729 | 2,208,657 |
Total operating expenses | 5,297,807 | 5,985,418 |
Loss from operations | (6,447,106) | (7,115,741) |
Other income (expense): | ||
Interest expense | (11,570,483) | (6,316,330) |
Interest income | 2,395 | 578 |
Gain on extinguishment of debt | 602,555 | |
Change in fair value liabilities | 38,916,259 | (20,219,263) |
Total other income (expense) | 27,950,726 | (26,535,015) |
Income (loss) before provision for income taxes | 21,503,620 | (33,650,756) |
Provision for income taxes | (1,750) | |
Net income (loss) | $ 21,503,620 | $ (33,652,506) |
Net income (loss) per common share - basic | $ 49.74 | $ (68,819.03) |
Net loss per common share - diluted | $ (0.70) | $ (68,819.03) |
Weighted average common shares - basic | 432,350 | 489 |
Weighted average common shares - diluted | 17,370,418 | 489 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 21,503,620 | $ (33,652,506) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 538,804 | 563,322 |
Bad debt expense | (15,943) | 86,273 |
Change in fair value liabilities | (38,916,259) | 20,219,263 |
Gain on extinguishment of debt | (602,555) | |
Employee stock compensation | 24,927 | 37,045 |
Debt discount amortization | 11,373,712 | 6,107,467 |
Asset disposal | 42,485 | |
Changes in operating assets and liabilities: | ||
(Increase) decrease in accounts receivable | 108,990 | (23,417) |
(Increase) decrease in inventory | 332,082 | (22,870) |
Increase in prepaid and other assets | (32,274) | (1,006,698) |
Increase (decrease) in accounts payable | 987,801 | (899,776) |
Increase in accrued liabilities | 605,206 | 441,817 |
Net cash used in operating activities | (4,049,404) | (8,150,080) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (63,853) | (216,230) |
Construction of analyzer instruments | (4,017) | (408,271) |
Net cash used in investing activities | (67,870) | (624,501) |
Cash flows from financing activities: | ||
Proceeds from exercise of warrants | 1,335,950 | |
Proceeds from follow-on offering | 5,575,741 | |
Proceeds from release of restricted cash | 3,500,000 | |
Payment of cash settlement for warrant exercises | (314,879) | |
Principal payments of capital leases | (371,365) | (297,106) |
Principal payments of notes payable | (5,693) | |
Net cash provided by financing activities | 3,128,635 | 6,294,013 |
Net decrease in cash | (988,639) | (2,480,568) |
Cash, beginning of the period | 1,014,255 | 4,787,759 |
Cash, end of the period | 25,616 | 2,307,191 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 204,821 | 215,199 |
Income taxes paid | 1,750 | |
Supplemental schedule of non-cash investing and financing activities: | ||
Offering costs incurred but unpaid | 106,693 | 483,952 |
Property and equipment included in accounts payable | $ 32,389 | 486,309 |
Cashless exercise of warrants | 187 | |
Change in derivative liability from exercised and issued warrants and convertible notes | $ 12,384,852 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2017 | |
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 five commercially available tests, the first for clostridium difficile, or C. diff E. coli |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These condensed unaudited financial statements have been prepared 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”) to reflect the financial position, results of operations and cash flows of the Company as of March 31, 2017. The accompanying condensed financial statements and notes are unaudited. In management’s opinion, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements for the year ended December 31, 2016 and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2017, its results of operations for the three months ended March 31, 2017, and cash flows for the three months ended March 31, 2017 and 2016. The results for the three months ended March 31, 2017 are not necessarily indicative of the results expected for the full fiscal year or any other interim period. Net Income (Loss) per Common Share Basic loss per share (“EPS”) is computed by dividing net loss (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net loss by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include convertible preferred stock, convertible notes, stock options and warrants. The number of potential common shares outstanding is computed using the treasury stock method. As the Company incurred losses for the three months ended March 31, 2016, the potentially dilutive shares are anti-dilutive and are thus not added into the loss per share calculations. As of March 31, 2016, there were 272 potentially dilutive shares . The Company had net income for the three months ended March 31, 2017 and therefore potentially dilutive shares must be added into the diluted net income (loss) per share calculations. The Series F Preferred Stock is convertible into 4,308,824 potentially dilutive shares, however these shares are anti-dilutive and are not included in the calculation. The components of basic and diluted net income (loss) per share for the three months ended March 31, 2017 are as follows: Three Months Ended March 31, 2017 Basic: Numerator: Net income $ 21,503,620 Denominator: Weighted average common shares 432,350 Net income per common share - basic $ 49.74 Diluted: Numerator: Net income $ 21,503,620 2016 Note debt discount amortization 11,373,712 Change in fair value of warrants (4,120,309 ) Change in fair value of embedded conversion feature (40,332,596 ) Gain on extinguishment of 2016 Notes (602,555 ) Numerator for diluted calculation $ (12,178,128 ) Denominator: Weighted Average Common Shares 432,350 2016 Note 16,936,627 Warrants 1,341 Series E Preferred Stock 100 Denominator for Diluted Calculation 17,370,418 Net Income Per Common Share - Diluted $ (0.70 ) Reverse Stock Split On April 10, 2017, the Company effected a reverse stock split of the Company’s common stock whereby each two thousand 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 common stock were not adjusted. All common share and per share amounts for all periods presented in these financial statements have been adjusted retroactively to reflect this reverse stock split. The quantity of Series E and Series F Preferred Stock and all warrants and employee and other options were not included in the reverse stock split and their outstanding quantities have not been adjusted. However, the conversion and exchange ratios were adjusted for the effect of the reverse stock split. For the number of shares that each security is convertible into see NOTE 7 PREFERRED STOCK, NOTE 9 WARRANTS and NOTE 11 EMPLOYEE STOCK OPTIONS. Change in Estimated Useful Lives of Analyzers During the three months ended March 31, 2017, management determined that the actual life of analyzers used internally and at customer sites was longer than the estimated useful life used for depreciation purposes in the Company’s financial statements. As a result, effective January 1, 2017, the Company changed its estimate of the useful life of its analyzers to better reflect the estimated period during which these assets will remain in service. The estimated useful life of the analyzers that previously was five years was increased to seven years. The effect of this change in estimate was to reduce total depreciation expense, and increase net income for the quarter ended March 31, 2017 by $180,680, and to increase basic and diluted net income per share by $0.42 and $0.01, respectively. Fair Value Liability Financial Instruments The Company accounts for derivative financial instruments under the provisions of Accounting Standards Codification (“ASC”) 815 Derivatives and Hedging. The Company accounts for other fair value liability financial 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). 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 the 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 and the Company’s plans for adoption of 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 4 LEASE COMMITMENTS) 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 | 3 Months Ended |
Mar. 31, 2017 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3 GOING CONCERN The Company’s condensed unaudited financial statements have been prepared on a going concern basis which contemplates the realization of assets and the liquidation of liabilities in the ordinary course of business. 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. Although, due to the change in value of our fair value liabilities, the Company had net income for the three months ended March 31, 2017 of $21.5 million it incurred a net loss for the year ended December 31, 2016 of $89.1 million, a net loss from operations for the three months ended March 31, 2017 of $6.4 million and has an accumulated deficit of $189.5 million as of March 31, 2017. The Company has limited liquidity and has 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 2016, the Company obtained financing by: 1) completing two follow-on offerings for an aggregate net proceeds of $10.3 million; 2) holders of the 2015 Notes voluntarily agreed to remove restrictions on the Company’s use of $13.8 million previously funded to the Company and authorized the release of those funds from the restricted cash accounts of the Company; 3) 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, and 4) 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. During the three months ended March 31, 2017, holders of 2016 Notes voluntarily agreed to remove restrictions on the Company’s use of an aggregate of approximately $3.5 million in cash previously funded to the Company and authorized the release of those funds from the restricted accounts. In addition, 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. A 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. |
LEASE COMMITMENTS
LEASE COMMITMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
LEASE COMMITMENTS | NOTE 4 LEASE COMMITMENTS Capital Leases The Company has entered into two lease agreements for the sale-leaseback of molecular diagnostic analyzers. The first agreement was entered into in November 2013 and provided for the sale of 125 molecular diagnostic analyzers for a sales price of $2,500,000, which are being leased back for a base period of thirty-six monthly payments of $74,875. The second agreement was entered into in April 2014 for the sale of 75 molecular diagnostic analyzers for a sales price of $1,500,000, which are being leased back for a base period of twenty-four monthly payments of $64,665. At the end of each lease term, the leases shall automatically renew for twelve additional months unless certain conditions are met. As such, the Company is amortizing the capital lease over a forty-eight month period for the first agreement and a thirty-six month period for the second agreement. The leases are accounted for as a capital lease sale-leaseback transaction in accordance with ASC 840, “Leases”. Subsequent to March 31, 2017, the Company repurchased the two sets of analyzers and the leases were cancelled (see NOTE 13 SUBSEQUENT EVENTS). In July 2016, the Company entered into a lease agreement for equipment in the amount of $80,138 with monthly payments of $1,543 over a 5 year period. The lease contains a bargain purchase option at the end of the lease and accordingly the lease is accounted for as a capital lease in accordance with ASC 840, “Leases”. Operating Leases The Company leases approximately 35,540 square feet of office space located in Salt Lake City, Utah for use as the 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 65 months that began on December 1, 2015. The Company also leases approximately 33,000 square feet of building space at another location in Salt Lake City, Utah for use primarily as manufacturing space and labs. Rent payments due under these leases total $25,926 per month. The leases expired on April 30, 2017 and the Company is currently on a month to month extension until a new lease agreement is reached. 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 $239,428 and $165,045 for the three months ended March 31, 2017 and 2016, respectively. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 5 CONVERTIBLE NOTES PAYABLE 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 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 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 7 shares of common stock and Subordination Warrants (the “2016 Subordination Warrants”), exercisable to acquire 2 shares of common stock (see NOTE 9 WARRANTS). The Series H and 2016 Subordination Warrants became exercisable by the holder beginning six months after July 1, 2016 and continue for a period of 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 March 31, 2017, pursuant to the terms of the warrant agreement, the Series H and 2016 Subordination Warrants have an exercise price of $1.36 per share of common stock. Pursuant to the terms of the 2016 Notes, t he Company originally 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 were met, the installment payment would automatically be converted into shares of Common Stock at a conversion rate defined in the agreement. In January 2017, the terms of the 2016 Notes were amended. Pursuant to the terms of the amendment, Section 8 of the 2016 Notes, which contained the provisions of the 2016 Notes dealing with installment payments, the Company’s ability to elect to convert installment payments, delivery of pre-installment conversion shares in relation to converted installment payments and the ability of noteholders to accelerate or defer installment amounts was eliminated and any reference to any defined terms appearing elsewhere in the 2016 Notes that related solely to Section 8 and that were not otherwise used in the 2016 Notes were deleted. Additionally, pursuant to the amendment, Section 3(b)(ii) of the 2016 Notes which set forth the conversion price at which optional conversions at the election of the holder of the 2016 Notes could be made was also amended. During the three months ended March 31, 2017, approximately $3.9 million of installment payments were made through conversions into 762,672 shares of common stock. In addition, the Company and the holders of the 2016 Notes entered into an agreement, pursuant to which the Company agreed to redeem $38.9 million of the 2016 Notes held by the holders for an aggregate redemption price of $38.9 million, which satisfied 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 31, 2017 the principal note balance of the 2016 Notes was approximately $32.2 million. Given the conversion feature of the 2016 Notes is bifurcated from the host instrument, conversions as well as redemptions are deemed to be extinguishments for accounting purposes and accordingly, a gain on extinguishment of debt in the amount of $602,555 was recognized during the three months ended March 31, 2017. A summary of the conversions and redemptions accounted as extinguishments for the three months ended March 31, 2017 is as follows: 2016 Note principal converted to common stock $ 3,854,077 2016 Note principal redemptions in cash 38,896,891 Total 2016 Note principal extinguished 42,750,968 Less: Fair value of common stock issued (4,597,119 ) Debt discount related to extinguished 2016 Note (20,831,582 ) Cash paid for redemption of principal (38,896,891 ) Derivative liability extinguished 19,454,397 Accrued underwriting fees eliminated 2,722,782 Gain on extinguishment of debt $ 602,555 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 was placed in restricted accounts to 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. During the three months ended March 31, 2017, the noteholders voluntarily removed restrictions on the Company’s use of an aggregate of approximately $3.5 million previously funded to the Company and authorized the release of those funds from the restricted accounts of the Company. As of March 31, 2017, after the voluntary release of restricted cash in the amount of $6.1 million and note redemptions in the amount of $38.9 million, the remaining cash in the amount of $17.0 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. As of March 31, 2017 the 2016 Notes conversion price is determined by the lowest of : (x) $0.50 per share, (y) 85% of the lower of (I) the lowest weighted average price of the common stock and (II) the lowest closing bid price of the common stock, in each case, during the five (5) consecutive trading day period ending on, and including, the trading day of the conversion, and (z) 85% of the weighted average price of the common stock during the period beginning at 9:30:01 a.m. New York time and ending at 1:00:00 p.m. New York time on the trading day of the conversion. As of March 31, 2017, the 2016 Notes are convertible at the option of the holder at $1.90 per share which would convert the note into 16,936,627 shares of common stock. Subsequent to March 31, 2017, the Company restructured its outstanding debt on the 2016 Notes (see NOTE 13 SUBSEQUENT EVENTS). 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. Although the embedded conversion feature is bifurcated from the 2016 Notes for measurement purposes, the embedded derivative is combined, only to the extent of the face value of the note, with the 2016 Notes for presentation purposes on the balance sheet. As of March 31, 2017, the embedded conversion feature derivative liability was determined to be $16.0 million (see NOTE 10 FAIR VALUE LIABILITIES). $11.4 million of the embedded conversion feature is combined with 2016 Notes and the remaining derivative liability in the amount of $4.6 million is included in long-term derivative liability for presentation purposes on the balance sheet. The following table summarizes the balance sheet presentation of the 2016 Notes outstanding at March 31, 2017: Convertible notes payable, principal $ 32,249,032 Debt discounts (11,399,123 ) Conversion feature derivative liability 11,399,123 Net convertible note payable 32,249,032 Less current portion (32,249,032 ) Convertible notes payable, long term $ — |
NOTES PAYABLE-RELATED PARTY
NOTES PAYABLE-RELATED PARTY | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE-RELATED PARTY | NOTE 6 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. The note was again extended by the Company to July 18, 2017. The note pays interest only on a monthly basis at an annual rate of 20% with the full principal of $500,000 due at maturity. The Company prepaid the last three months of interest for a total of $25,000 at the time of issuance of the note. As additional consideration for the note, the Company issued 4,000,000 Series D preferred stock units (which were separable into 4,000,000 shares of Series D preferred stock, 20,000 Class A warrants to purchase 1 share of common stock at $268.8 million per share and 20,000 Class B warrants to purchase 1 share of common stock at $268.8 million per share) at a value of $100,000 or $0.025 per unit. The 4,000,000 shares of Series D Preferred Stock were converted into 1 share of common stock. The Series D preferred stock units were accounted as a debt discount which has been fully amortized. |
PREFERRED STOCK
PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 7 PREFERRED STOCK The Company has 5,000,000 shares of preferred stock authorized at a par value of $0.001 per share as of March 31, 2017. The Company has designated two classes of preferred stock, the Series E Preferred Stock and the Series F Preferred Stock. As of March 31, 2017 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. 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 The Company issued the Series E Preferred Stock in February 2015 as part of a follow-on public offering. The Series E Convertible Preferred Stock has no voting rights. An amendment to the terms of the Series E Preferred Stock only requires the vote of the holders of Series E 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 ranks equal to the common stock of the Company. No sinking fund has been established for the retirement or redemption of the preferred stock. As such, the Series E 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 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 Preferred Stock. As of March 31, 2017 there are 74,380 shares of Series E Preferred Stock (recorded as equity) issued and outstanding that are convertible into 100 shares of common stock. Series F Preferred Stock The Company issued the Series F Preferred Stock in November 2016 in exchange for the extinguishment of a convertible note. The Series F Preferred Stock has a stated value of $1,000 and a par value of $0.001 per share. The Series F Preferred Stock ranks 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, have occurred and are continuing, in which case dividends will accrue at a default rate of 10% per annum. The holders of the Series F Preferred Stock 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. The Series F Preferred Stock was initially convertible at the election of the holder into shares of our common stock at a conversion price equal to $12,000 per share. 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 $12,000 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 conditions 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 (“ASC 480”). The Company has concluded that the Series F Preferred Stock is within the scope of ASC 480 as it predominantly represents an unconditional obligation to issue a variable number of common shares for a fixed monetary amount. Accordingly, it is are accounted for as a liability in the financial statements and measured at fair value at each reporting period with any change in fair value to be recorded in earnings. There were no conversions of Series F Preferred Stock during the three months ended March 31, 2017. As of March 31, 2017, there are 5,860 shares of Series F Preferred Stock outstanding convertible into 4,308,824 shares of common stock at a conversion price of $1.36 per share. The Company is accounting for the Series F Preferred Stock as a liability on the financial statements and has determined the period end fair value to be $11,191,652 (see NOTE 10 FAIR VALUE LIABILITIES). Subsequent to March 31, 2017, the Company restructured and effected the conversion of a portion of the Series F Preferred Stock (see NOTE 13 SUBSEQUENT EVENTS). |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 8 COMMON STOCK The Company had 1,500,000,000 shares of common stock authorized at a par value of $0.0001 per share as of March 31, 2017. As of March 31, 2017 there were 763,612 shares of common stock issued and outstanding. During the three months ended, March 31, 2017, certain holders of the 2016 Notes submitted notices to convert the payments on the 2016 Notes into shares of the Company’s common stock pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Conversions”). In connection with the Conversions, the Company issued 762,672 shares of common stock upon the conversion of $3,854,077 in principal amount of the 2016 Notes at a weighted average conversion price of $5.05 per share (see NOTE 5 CONVERTIBLE NOTES PAYABLE). |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
WARRANTS | NOTE 9 WARRANTS As of March 31, 2017, the Company had 67,640,513 warrants outstanding to purchase 1,392 shares of common stock. The following table outlines the warrants outstanding as of March 31, 2017: Warrants Outstanding Total Shares of Common Stock Underlying the Warrant Aggregate Exercise Price for One Common Share Expiration Class A 1,532,598 48 $1.36 April 2021 - July 2021 Class B 1,310,956 29 $1.36 April 2021 - July 2021 Series B 1,074,082 34 $660.5 million March 2021 - July 2021 Series D 2,361,468 1,193 $1.36 June 2021 2015 Subordination 71,131 37 $1.36 June 2021 Series G 3,075,000 30 $1.36 June 2021 Series H 56,250,000 7 $1.36 December 2021 2016 Subordination 1,687,500 2 $1.36 December 2021 Common 277,778 12 $1.36 - $277.2 billion October 2019 - July 2021 Total Warrants 67,640,513 1,392 During the three months ended March 31, 2017 there were 94,553 warrants exercisable into 7 shares of common stock that expired without being exercised. There was no other activity on any other warrants during the period. The following table summarizes the common stock warrant activity during the three months ended March 31, 2017: Common Stock Warrants Weighted Average Exercise Price Per Share Millions $ Weighted Average Remainder Contractual Term in Years As of March 31, 2017: Warrants outstanding as of January 1, 2017 67,735,066 3,449.2 4.9 Granted - - - Exercised - - - Extinguished - - - Expired (94,553) 1,269,694.3 - Warrants outstanding as of March 31, 2017 67,640,513 816.2 4.7 |
FAIR VALUE LIABILITIES
FAIR VALUE LIABILITIES | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | NOTE 10 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). 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’ 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. As discussed in NOTE 5 CONVERTIBLE NOTES PAYABLE, a portion of the 2016 Notes was converted and redeemed during the three months ended March 31, 2017, which resulted in an extinguishment of the derivative liability (included in gain on extinguishment of debt) of approximately $19.5 million. In order to appropriately calculate the extinguishment, the derivative liability was marked to fair value at each extinguishment date during the period resulting in a change in fair value in the amount of $20.8 million. 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 $ 1.60 – 2,352.20 Conversion price (1) $ 0.20 – 2,336.20 Risk free interest rate (2) 0.80% - 0.89 % Conversion notes lives in years 1.17 – 1.33 Expected volatility (3) 240.9 % Expected dividend yield (4) - (1) The conversion price was calculated based on the formula in the 2016 Notes as of the respective measurement dates. (2) The risk-free interest rate was determined by management using the 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 remaining conversion feature to be $16.0 million at March 31, 2017 using a modified binomial model to reflect different scenarios where reset may be triggered using the following assumptions: Trading price of common stock on measurement date $ 2.80 Conversion price (1) $ 1.90 Risk free interest rate (2) 1.03 % Conversion notes lives in years 1.08 Expected volatility (3) 240.9 % Expected dividend yield (4) - (1) The conversion price was calculated based on the formula in the 2016 Notes as of the respective measurement date (2) The risk-free interest rate was determined by management using the 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 T he Company has outstanding Series D Warrants to acquire 1,193 shares of common stock. In addition, the Company issued 2015 Subordination Warrants to acquire 37 shares of common stock. The Series D Warrants and 2015 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 D Warrants and the 2015 Subordination 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 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 D Warrants and 2015 Subordination Warrants to be $1,524 at March 31, 2017 using a binomial model with a Monte Carlo simulation to reflect different scenarios where reset may be triggered using the following assumptions: Trading price of common stock on measurement date $ 2.80 Exercise price (1) $ 1.20 Risk free interest rate (2) 1.93 % Warrant lives in years 4.25 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 F Preferred Stock As of March 31, 2017, the Company had 5,860 shares of Series F Preferred Stock outstanding convertible into 4,308,824 shares of common stock at a conversion price of $1.36 per share. The Company has concluded that the 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 Series F Preferred Stock to be $11.2 million as of March 31, 2017. The Company used the following assumptions for the fair value calculations of the Series F Preferred Stock using the modified binomial model to reflect different scenarios where reset may be triggered: Trading price of common stock on measurement date $ 2.80 Exercise price (1) $ 1.36 Risk free interest rate (2) 1.15 % Time to maturity in years 1.60 Expected volatility (3) 240.9 % Expected dividend yield (4) - (1) The exercise price of the Series F Preferred Stock was calculated based on the terms in the agreement. (2) (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 March 31, 2017. The following tables set forth the financial liabilities measured at fair value on a recurring basis by level within their fair value hierarchy at March 31, 2017: Fair Value Measurement at March 31, 2017 Level 1 Level 2 Level 3 Total Fair value liability Series F preferred stock $ — $ — $ 11,191,652 $ 11,191,652 Common stock warrants $ — $ — $ 1,527 $ 1,527 Conversion feature of 2016 Notes $ — $ — $ 16,039,768 $ 16,039,768 Total fair value liabilities $ — $ — $ 27,232,947 $ 27,232,947 The following summarizes the total change in the value of the fair value Level 3 liabilities during the three months ended March 31, 2017: Common Stock Warrants Conversion Feature of Notes Series F Preferred Stock Total As of March 31, 2017: Balance at January 1, 2017 $ 4,121,836 $ 75,826,761 $ 5,655,007 $ 85,603,604 Issuance of warrants, convertible note, and preferred stock — — — — Exercise and extinguishment of warrants, convertible notes and preferred stock — (19,454,397 ) — (19,454,397 ) Change in fair value of warrants, conversion feature and preferred stock (4,120,309 ) (40,332,596 ) 5,536,645 (38,916,260 ) Balance at March 31, 2017 $ 1,527 $ 16,039,768 $ 11,191,652 $ 27,232,947 The following table reconciles the Level 3 fair value liabilities to the derivative liability on the balance sheet at March 31, 2017: Common Stock Warrants Conversion Feature of Notes Total Derivative Liability As of March 31, 2017 Fair value Level 3 liabilities $ 1,527 $ 16,039,768 $ 16,041,295 Portion of derivative liability combined with convertible note — (11,399,123 ) (11,399,123 ) Derivative liability on balance sheet at March 31, 2017 $ 1,527 $ 4,640,645 $ 4,642,172 |
EMPLOYEE STOCK OPTIONS
EMPLOYEE STOCK OPTIONS | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
EMPLOYEE STOCK OPTIONS | NOTE 11 EMPLOYEE STOCK OPTIONS The Company has two stock based employee compensation plans pursuant to which stock option grants are outstanding. Under the Great Basin Scientific, Inc. 2014 Omnibus Plan and the 2014 Stock Option Plan certain employees and non-employee directors have been granted options to purchase common stock. The Company has 738,534 employee stock options exercisable into 70 shares of common stock outstanding as of March 31, 2017. All options vest in installments over a three to four year period and expire ten years from the date of grant. As of March 31, 2017, there are no additional shares of common stock available for issuance under either plan. The following table summarizes the Company’s total option activity for the three months ended March 31, 2017: Options Total Shares of Common Stock Underlying the Options Weighted Average Exercise Price for One Common Share (billions) Weighted Average Remaining Contractual Term in Years Intrinsic Value $ As of March 31, 2017: Options outstanding as of January 738,534 70 $ 290.1 7.0 — Granted — — — — — Exercised — — — — — Forfeited/expired — — — — — Options outstanding as of March 738,534 70 $ 290.1 6.7 — Outstanding and exercisable stock options as of March 31, 2017 are as follows: Options Outstanding Options Exercisable Number of Options Outstanding Remaining Life (Years) Exercise Price per Share of Stock ($ billions) Number of Options Exercisable Exercise Price per Share of Stock ($ billions) Intrinsic Value March 31, 2017 738,534 6.7 $ 290.1 508,977 $ 304.5 $ — The estimated fair value of the Company’s stock options, less expected forfeitures, is amortized over the options vesting period on the straight-line basis. The Company recognized $24,927 in equity-based compensation expenses during the three months ended March 31, 2017. There was $148,722 of total unrecognized compensation cost with a remaining vesting period of 1.46 years and $0 in intrinsic value of outstanding and vested stock options as of March 31, 2017. |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS | NOTE 12 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 the Company 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 the Company 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 Circuit. The court has not yet set a briefing schedule but it is unlikely that the 10 th Circuit will issue a decision in this case until at least the fall of 2017. 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. We do not believe that the ultimate resolution of the investigation by the ULC or OSHA, the claim filed in the United States District Court or other claims in the ordinary course of business would have a material effect on our business, results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material effect on our business, results of operations, financial condition and cash flows. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 SUBSEQUENT EVENTS On April 7, 2017 the Company entered into exchange agreements (the “2017 Exchange Agreements”), each by and between the Company and a holder of the 2016 Notes, and/or a holder of Series F Convertible Preferred Stock, $0.001 par value (the “Existing Preferred Stock”), and/or a holder of Series D and Series H Warrants to purchase, in the aggregate, approximately 1,200 shares of common stock (the “Existing Warrants”), pursuant to which the Company agreed to a restructuring of the 2016 Notes, Existing Preferred Stock and Existing Warrants. Each holder of the 2016 Notes (collectively, the “Noteholders”), to the extent such 2016 Note had outstanding restricted principal (reflecting a corresponding amount of restricted cash held in a control account of the Company), such Noteholder removed all restrictions on the Company’s use of its pro rata amount of $800,000 of such restricted cash, which $800,000 became available for use by the Company to continue to fund its ongoing operations. The Noteholders agreed to convert $800,000 in aggregate principal of the 2016 Notes into shares of the Company’s common stock at a conversion price of $2.00 per share of the common stock. Pursuant to the terms of the agreement, 343,900 shares of common stock were issued at a conversion rate of $2.00 per share. Each holder of Existing Preferred Stock (collectively, the “Preferred Holders”) agreed that on April 13, 2017 such Preferred Holder’s pro rata amount of 2,000 shares of Existing Preferred Stock would be converted into shares of common stock at a conversion price equal to the greater of (x) $1.00 (the “Floor Price”) and (y) 85% of the lowest of the closing bid price of the common stock on each trading day during the period commencing, and including, the trading day immediately preceding the effective date of the reverse stock split on April 10, 2017 through, and including, the second trading day immediately following the effective date of the reverse stock split on April 10, 2017. Pursuant to the terms of the agreement, 482,825 shares of common stock were issued at a conversion rate of $1.06 per share. Each Noteholder of the 2016 Notes with outstanding restricted principal agreed to exchange such aggregate restricted principal amount of the 2016 Notes into approximately $16.2 million in aggregate principal amount of new 2017 Series B Senior Secured Convertible Notes (the “Series B Notes”). All amounts due under the Series B Notes are convertible at any time, in whole or in part, at the option of the holders into shares of the common stock at a fixed conversion price equal to the greater of (A) the Floor Price and (B) the lower of the closing bid price of the common stock on the trading day immediately preceding the effective date and on the effective date of the Reverse Stock Split. This conversion price is subject to adjustment for stock splits, combinations or similar events. On April 10, 2017 the Company effected a reverse stock split of the Company’s common stock whereby each two thousand 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. All common share and per share amounts for all periods presented in these financial statements have been adjusted retroactively to reflect this reverse stock split. On April 13, 2017, the Company repurchased two sets of analyzers from Onset Financial, Inc. for an aggregate purchase price of $1.0 million in cash plus payment of current invoices in the amount of $0.2 million. In October 2013, the Company entered into a sale-leaseback transaction with Onset Financial, Inc. (“Onset”) pursuant to a Master Lease Agreement and Schedule 001 thereto (collectively, the “Lease Agreement”). The Lease Agreement provided for the sale of 125 molecular diagnostic analyzers by the Company to Onset for a price of $2,500,000, and a lease-back of the analyzers from Onset to the Company for monthly payments of $74,875. On March 14, 2014, the Company entered into Lease Schedule 002 pursuant to which it sold to Onset 75 molecular diagnostic analyzers for a price of $1,500,000, and leased-back the analyzers from Onset for monthly payments of $64,665. Pursuant to the terms of the Lease Agreement, upon repurchase, the ownership of the analyzers was transferred back to the Company and all letters of credit and security interests pursuant to the Master Lease Agreement were cancelled. The Company obtained the funds to make the payments to Onset by entering into a $1.2 million promissory note agreement with Utah Autism Foundation (the “Foundation”). David 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 promissory note provides for 24 monthly payments of $45,000 per month with interest of 10% per annum with a balloon payment of $300,402 at the end of the 24-month period in April 2019. The Company granted a security interest in the analyzers to the Foundation until the loan is fully paid. The loan from the Foundation replaces $1.2 million in obligations to Onset that would have been payable in monthly payments of $139,540 through September 2017 and $74,875 from October 2017 through April 2018. On April 17, 2017, the Company amended the 2017 Exchange Agreements, each by and between the Company and a holder of the 2016 Notes, the Series B Notes, the Existing Preferred Stock and/or Existing Warrants. The Company exchanged $15,346,613 in aggregate principal amount of 2016 Notes and 4,974 shares of its Existing Preferred Stock, with an aggregate stated value of $4,974,000 for an equal aggregate principal amount of new 2017 Series A Senior Secured Convertible Notes (the “New Series A Notes”). The New Series A Notes have a fixed conversion price of $3.00 and are not convertible until October 17, 2017, the six month anniversary of the exchange date. They have no conversion price resets, conversion price economic adjustments, adjustment exchange or mandatory conversion provisions. The maturity date of the New Series A Notes is April 17, 2020. The Company also exchanged $6.2 million in aggregate principal amount of Series B Notes for an equal aggregate principal amount of new 2017 Series B Senior Secured Convertible Notes (the “New Series B Notes”). $10 million in aggregate principal amount of the Series B Notes was cancelled in exchange for the return of $10 million of restricted cash to the holder thereof. The New Series B Notes, in the original aggregate principal amount of $6.2 million have a fixed conversion price of $3.00 and are not convertible at the option of the holder thereof until October 17, 2017, the six month anniversary of the exchange date. The New Series B Notes have no conversion price resets or conversion price economic adjustments and they mature on April 17, 2020. The New Series B Notes may be converted into shares of our common stock at any time at the Company’s sole option, subject to the satisfaction of customary equity conditions, at a conversion price equal to the greater of (x) the Floor Price, defined as $1.00, and (y) the lower of the conversion price then in effect and 85% of the weighted average price of our common stock on the notice date (or such other date as we may agree with the applicable holder) (each, a “Mandatory Conversion”, and such price, the “Mandatory Conversion Price”). Upon any Mandatory Conversion of Series B Notes, the applicable holder is required to unrestrict such aggregate amount of restricted cash equal to the aggregate principal of the Series B Notes converted, 100% of which may be used by the Company for general working capital and operating expenses. Pursuant to the terms of the New Series B Notes, The Company exercised its Mandatory Conversion right to convert $334,860 of principal amount into 246,600 shares of common stock at a conversion price between $1.08 and $1.44 per share. In conjunction with the conversions, $334,860 was released from the restricted cash accounts which became available for use by the Company to fund its ongoing operations. On April 17, 2017 as part of the amended 2017 Exchange Agreements, all of the Existing Warrants were cancelled for no additional consideration. On April 18 and April 21, 2017, c ash in the amount of $3.0 million and $1.5 million, respectively, was released from the restricted cash accounts and returned to the New Series B Note holders thereof. Pursuant to the terms of the New Series B Notes, the holder’s principal amount of the New Series B Notes was reduced on a dollar for dollar basis for each dollar of restricted cash released to the holder. Accordingly, the principal amount of the remaining New Series B Notes was reduced to $1.4 million. On May 12, 2017, holders of the New Series B Notes released all restrictions on the remaining $1.4 million in cash collateral securing the Series B Notes, which became available to the Company to fund its operations and for general corporate purposes. In connection with the release, the Company temporarily reduced the conversion price of the New Series B Notes to $1.10 per share until July 14, 2017, after which the conversion price of the New Series B Notes will return to $3.00 per share. The Company also permanently waived any right to effect any mandatory conversion of the Series B Notes. On May 15 and May 16, 2017, pursuant to the temporary reduced conversion price of the New Series B Notes, the Company issued 40,000 shares of common stock upon conversion of $44,000 of New Series B Note principal at a conversion price of $1.10 per share. On May 12, 2017, pursuant to the terms of the 2017 Exchange Agreements, the Company issued 101,647 shares of common stock for the conversion of 102 shares of Existing Preferred Stock at a conversion rate of $1.06 per share. |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These condensed unaudited 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”) to reflect the financial position, results of operations and cash flows of the Company as of March 31, 2017. The accompanying condensed financial statements and notes are unaudited. In management’s opinion, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements for the year ended December 31, 2016 and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2017, its results of operations for the three months ended March 31, 2017, and cash flows for the three months ended March 31, 2017 and 2016. The results for the three months ended March 31, 2017 are not necessarily indicative of the results expected for the full fiscal year or any other interim period. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Basic loss per share (“EPS”) is computed by dividing net loss (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net loss by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include convertible preferred stock, convertible notes, stock options and warrants. The number of potential common shares outstanding is computed using the treasury stock method. As the Company incurred losses for the three months ended March 31, 2016, the potentially dilutive shares are anti-dilutive and are thus not added into the loss per share calculations. As of March 31, 2016, there were 272 potentially dilutive shares . The Company had net income for the three months ended March 31, 2017 and therefore potentially dilutive shares must be added into the diluted net income (loss) per share calculations. The Series F Preferred Stock is convertible into 4,308,824 potentially dilutive shares, however these shares are anti-dilutive and are not included in the calculation. The components of basic and diluted net income (loss) per share for the three months ended March 31, 2017 are as follows: Three Months Ended March 31, 2017 Basic: Numerator: Net income $ 21,503,620 Denominator: Weighted average common shares 432,350 Net income per common share - basic $ 49.74 Diluted: Numerator: Net income $ 21,503,620 2016 Note debt discount amortization 11,373,712 Change in fair value of warrants (4,120,309 ) Change in fair value of embedded conversion feature (40,332,596 ) Gain on extinguishment of 2016 Notes (602,555 ) Numerator for diluted calculation $ (12,178,128 ) Denominator: Weighted Average Common Shares 432,350 2016 Note 16,936,627 Warrants 1,341 Series E Preferred Stock 100 Denominator for Diluted Calculation 17,370,418 Net Income Per Common Share - Diluted $ (0.70 ) |
Reverse Stock Split | Reverse Stock Split On April 10, 2017, the Company effected a reverse stock split of the Company’s common stock whereby each two thousand 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 common stock were not adjusted. All common share and per share amounts for all periods presented in these financial statements have been adjusted retroactively to reflect this reverse stock split. The quantity of Series E and Series F Preferred Stock and all warrants and employee and other options were not included in the reverse stock split and their outstanding quantities have not been adjusted. However, the conversion and exchange ratios were adjusted for the effect of the reverse stock split. For the number of shares that each security is convertible into see NOTE 7 PREFERRED STOCK, NOTE 9 WARRANTS and NOTE 11 EMPLOYEE STOCK OPTIONS. |
Change in Estimated Useful Lives of Analyzers | Change in Estimated Useful Lives of Analyzers During the three months ended March 31, 2017, management determined that the actual life of analyzers used internally and at customer sites was longer than the estimated useful life used for depreciation purposes in the Company’s financial statements. As a result, effective January 1, 2017, the Company changed its estimate of the useful life of its analyzers to better reflect the estimated period during which these assets will remain in service. The estimated useful life of the analyzers that previously was five years was increased to seven years. The effect of this change in estimate was to reduce total depreciation expense, and increase net income for the quarter ended March 31, 2017 by $180,680, and to increase basic and diluted net income per share by $0.42 and $0.01, respectively. |
Fair Value Liability Financial Instruments | Fair Value Liability Financial Instruments The Company accounts for derivative financial instruments under the provisions of Accounting Standards Codification (“ASC”) 815 Derivatives and Hedging. The Company accounts for other fair value liability financial 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). |
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 the 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 and the Company’s plans for adoption of 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 4 LEASE COMMITMENTS) 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 ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Net Income (Loss) Per Share | The components of basic and diluted net income (loss) per share for the three months ended March 31, 2017 are as follows: Three Months Ended March 31, 2017 Basic: Numerator: Net income $ 21,503,620 Denominator: Weighted average common shares 432,350 Net income per common share - basic $ 49.74 Diluted: Numerator: Net income $ 21,503,620 2016 Note debt discount amortization 11,373,712 Change in fair value of warrants (4,120,309 ) Change in fair value of embedded conversion feature (40,332,596 ) Gain on extinguishment of 2016 Notes (602,555 ) Numerator for diluted calculation $ (12,178,128 ) Denominator: Weighted Average Common Shares 432,350 2016 Note 16,936,627 Warrants 1,341 Series E Preferred Stock 100 Denominator for Diluted Calculation 17,370,418 Net Income Per Common Share - Diluted $ (0.70 ) |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Schedule of Extinguishment of Debt | A summary of the conversions and redemptions accounted as extinguishments for the three months ended March 31, 2017 is as follows: 2016 Note principal converted to common stock $ 3,854,077 2016 Note principal redemptions in cash 38,896,891 Total 2016 Note principal extinguished 42,750,968 Less: Fair value of common stock issued (4,597,119 ) Debt discount related to extinguished 2016 Note (20,831,582 ) Cash paid for redemption of principal (38,896,891 ) Derivative liability extinguished 19,454,397 Accrued underwriting fees eliminated 2,722,782 Gain on extinguishment of debt $ 602,555 |
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 March 31, 2017: Convertible notes payable, principal $ 32,249,032 Debt discounts (11,399,123 ) Conversion feature derivative liability 11,399,123 Net convertible note payable 32,249,032 Less current portion (32,249,032 ) Convertible notes payable, long term $ — |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Schedule Of Warrants Outstanding | The following table outlines the warrants outstanding as of March 31, 2017: Warrants Outstanding Total Shares of Common Stock Underlying the Warrant Aggregate Exercise Price for One Common Share Expiration Class A 1,532,598 48 $1.36 April 2021 - July 2021 Class B 1,310,956 29 $1.36 April 2021 - July 2021 Series B 1,074,082 34 $660.5 million March 2021 - July 2021 Series D 2,361,468 1,193 $1.36 June 2021 2015 Subordination 71,131 37 $1.36 June 2021 Series G 3,075,000 30 $1.36 June 2021 Series H 56,250,000 7 $1.36 December 2021 2016 Subordination 1,687,500 2 $1.36 December 2021 Common 277,778 12 $1.36 - $277.2 billion October 2019 - July 2021 Total Warrants 67,640,513 1,392 |
Common Stock Warrants Activity | The following table summarizes the common stock warrant activity during the three months ended March 31, 2017: Common Stock Warrants Weighted Average Exercise Price Per Share Millions $ Weighted Average Remainder Contractual Term in Years As of March 31, 2017: Warrants outstanding as of January 1, 2017 67,735,066 3,449.2 4.9 Granted - - - Exercised - - - Extinguished - - - Expired (94,553) 1,269,694.3 - Warrants outstanding as of March 31, 2017 67,640,513 816.2 4.7 |
FAIR VALUE LIABILITIES (Tables)
FAIR VALUE LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Summary of Assumptions for Fair Value Measurement Model | 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 $ 1.60 – 2,352.20 Conversion price (1) $ 0.20 – 2,336.20 Risk free interest rate (2) 0.80% - 0.89 % Conversion notes lives in years 1.17 – 1.33 Expected volatility (3) 240.9 % Expected dividend yield (4) - (1) The conversion price was calculated based on the formula in the 2016 Notes as of the respective measurement dates. (2) The risk-free interest rate was determined by management using the 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 remaining conversion feature to be $16.0 million at March 31, 2017 using a modified binomial model to reflect different scenarios where reset may be triggered using the following assumptions: Trading price of common stock on measurement date $ 2.80 Conversion price (1) $ 1.90 Risk free interest rate (2) 1.03 % Conversion notes lives in years 1.08 Expected volatility (3) 240.9 % Expected dividend yield (4) - (1) The conversion price was calculated based on the formula in the 2016 Notes as of the respective measurement date (2) The risk-free interest rate was determined by management using the 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 $1,524 at March 31, 2017 using a binomial model with a Monte Carlo simulation to reflect different scenarios where reset may be triggered using the following assumptions: Trading price of common stock on measurement date $ 2.80 Exercise price (1) $ 1.20 Risk free interest rate (2) 1.93 % Warrant lives in years 4.25 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 used the following assumptions for the fair value calculations of the Series F Preferred Stock using the modified binomial model to reflect different scenarios where reset may be triggered: Trading price of common stock on measurement date $ 2.80 Exercise price (1) $ 1.36 Risk free interest rate (2) 1.15 % Time to maturity in years 1.60 Expected volatility (3) 240.9 % Expected dividend yield (4) - (1) The exercise price of the Series F Preferred Stock was calculated based on the terms in the agreement. (2) (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. |
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 three months ended March 31, 2017: Common Stock Warrants Conversion Feature of Notes Series F Preferred Stock Total As of March 31, 2017: Balance at January 1, 2017 $ 4,121,836 $ 75,826,761 $ 5,655,007 $ 85,603,604 Issuance of warrants, convertible note, and preferred stock — — — — Exercise and extinguishment of warrants, convertible notes and preferred stock — (19,454,397 ) — (19,454,397 ) Change in fair value of warrants, conversion feature and preferred stock (4,120,309 ) (40,332,596 ) 5,536,645 (38,916,260 ) Balance at March 31, 2017 $ 1,527 $ 16,039,768 $ 11,191,652 $ 27,232,947 |
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 March 31, 2017: Common Stock Warrants Conversion Feature of Notes Total Derivative Liability As of March 31, 2017 Fair value Level 3 liabilities $ 1,527 $ 16,039,768 $ 16,041,295 Portion of derivative liability combined with convertible note — (11,399,123 ) (11,399,123 ) Derivative liability on balance sheet at March 31, 2017 $ 1,527 $ 4,640,645 $ 4,642,172 |
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 March 31, 2017: Fair Value Measurement at March 31, 2017 Level 1 Level 2 Level 3 Total Fair value liability Series F preferred stock $ — $ — $ 11,191,652 $ 11,191,652 Common stock warrants $ — $ — $ 1,527 $ 1,527 Conversion feature of 2016 Notes $ — $ — $ 16,039,768 $ 16,039,768 Total fair value liabilities $ — $ — $ 27,232,947 $ 27,232,947 |
EMPLOYEE STOCK OPTIONS (Tables)
EMPLOYEE STOCK OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the Company’s total option activity for the three months ended March 31, 2017: Options Total Shares of Common Stock Underlying the Options Weighted Average Exercise Price for One Common Share (billions) Weighted Average Remaining Contractual Term in Years Intrinsic Value $ As of March 31, 2017: Options outstanding as of January 738,534 70 $ 290.1 7.0 — Granted — — — — — Exercised — — — — — Forfeited/expired — — — — — Options outstanding as of March 738,534 70 $ 290.1 6.7 — |
Summary of Stock Options Outstanding and Exercisable | Outstanding and exercisable stock options as of March 31, 2017 are as follows: Options Outstanding Options Exercisable Number of Options Outstanding Remaining Life (Years) Exercise Price per Share of Stock ($ billions) Number of Options Exercisable Exercise Price per Share of Stock ($ billions) Intrinsic Value March 31, 2017 738,534 6.7 $ 290.1 508,977 $ 304.5 $ — |
Description of Business - Addit
Description of Business - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017 | |
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 Accoun26
Summary of Significant Accounting Policies - Additional Information (Detail) | May 12, 2017shares | Apr. 10, 2017shares | Mar. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2016USD ($) |
Summary Of Significant Accounting Policies [Line Items] | |||||
Dilutive shares excluded from computation of earnings per share | shares | 272 | ||||
Conversion and exchange ratio | However, the conversion and exchange ratios were adjusted for the effect of the reverse stock split. For the number of shares that each security is convertible into see NOTE 7 PREFERRED STOCK, NOTE 9 WARRANTS and NOTE 11 EMPLOYEE STOCK OPTIONS. | ||||
Estimated useful life | 5 years | ||||
Net income | $ | $ 21,503,620 | $ (33,652,506) | $ (89,100,000) | ||
Net income per common share - basic | $ / shares | $ 49.74 | $ (68,819.03) | |||
Net Income Per Common Share - Diluted | $ / shares | $ (0.70) | $ (68,819.03) | |||
Operating lease obligations | $ | $ 3,000,000 | ||||
Change in Estimated Useful Lives of Analyzers | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 7 years | ||||
Net income | $ | $ 180,680 | ||||
Net income per common share - basic | $ / shares | $ 0.42 | ||||
Net Income Per Common Share - Diluted | $ / shares | $ 0.01 | ||||
Common Stock | Subsequent Event | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Reverse stock split ratio, description | each two thousand shares of common stock were replaced with one share of common stock | ||||
Reverse stock split ratio | 0.0005 | ||||
Conversion of stock, shares converted | shares | 1 | ||||
Series F Preferred Stock | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Dilutive shares excluded from computation of earnings per share | shares | 4,308,824 | ||||
Series F Preferred Stock | Subsequent Event | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Conversion of stock, shares converted | shares | 102 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) Per Share (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Numerator: | |||
Net income | $ 21,503,620 | $ (33,652,506) | $ (89,100,000) |
Debt discount amortization | 11,373,712 | $ 6,107,467 | |
Change in fair value of warrants | (4,120,309) | ||
Change in fair value of embedded conversion feature | (40,332,596) | ||
Gain on extinguishment | (602,555) | ||
Numerator for diluted calculation | $ (12,178,128) | ||
Denominator: | |||
Weighted average common shares | 432,350 | 489 | |
Warrants | 1,341 | ||
Denominator for Diluted Calculation | 17,370,418 | 489 | |
Net income per common share - basic | $ 49.74 | $ (68,819.03) | |
Net Income Per Common Share - Diluted | $ (0.70) | $ (68,819.03) | |
Series E Preferred Stock | |||
Denominator: | |||
Preferred Stock | 100 | ||
2016 Notes | |||
Numerator: | |||
Debt discount amortization | $ 11,373,712 | ||
Gain on extinguishment | $ (602,555) | ||
Denominator: | |||
Convertible Note | 16,936,627 |
Going Concern - Additional Info
Going Concern - Additional Information (Detail) - USD ($) | May 17, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Jul. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Net income (loss) | $ 21,503,620 | $ (33,652,506) | $ (89,100,000) | ||||
Net loss from operations | (6,447,106) | $ (7,115,741) | |||||
Accumulated deficit | $ (189,548,513) | $ (211,052,133) | (189,548,513) | (211,052,133) | |||
Proceeds from issuance of convertible preferred stock | 10,300,000 | ||||||
Increase (decrease) in restricted cash for operating activities | $ 2,600,000 | $ 13,800,000 | |||||
Senior Secured Convertible Notes Two Thousand Sixteen Notes | |||||||
Increase (decrease) in restricted cash for operating activities | 3,500,000 | ||||||
Proceeds from conditional liability | $ 17,000,000 | ||||||
Debt instrument redemption amount | 38,900,000 | ||||||
Debt instrument redemption aggregate price | $ 38,900,000 | ||||||
Senior Secured Convertible Notes Two Thousand Sixteen Notes | Subsequent Event | |||||||
Increase (decrease) in restricted cash for operating activities | $ 2,500,000 | ||||||
Restricted cash returned to note holders | $ 14,500,000 | ||||||
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 |
Lease Commitments - Additional
Lease Commitments - Additional Information (Detail) | Apr. 13, 2017Analyzer | Jul. 31, 2016USD ($) | Mar. 31, 2017USD ($)ft²Agreement | Mar. 31, 2016USD ($) |
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 shall automatically renew for twelve additional months unless certain conditions are met. | |||
Capital lease agreement entering date | 2016-07 | |||
Capital lease assets value | $ 80,138 | |||
Capital lease obligations | 80,138 | |||
Capital lease obligations monthly rental payments | $ 1,543 | |||
Lessee leasing arrangements capital leases term of contract | 5 years | |||
Amounts charged to expense under operating leases | $ 239,428 | $ 165,045 | ||
Subsequent Event | ||||
Operating Leased Assets [Line Items] | ||||
Number of sets of analyzers repurchased | Analyzer | 2 | |||
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 | |||
Office Space Lease | ||||
Operating Leased Assets [Line Items] | ||||
Area of leased space | ft² | 35,540 | |||
Aggregate lease, base | $ 3,454,611 | |||
Term of contract | 65 months | |||
Manufacturing and Lab Space Lease | ||||
Operating Leased Assets [Line Items] | ||||
Area of leased space | ft² | 33,000 | |||
Aggregate lease, base | $ 25,926 | |||
Lease expiration date | Apr. 30, 2017 |
Convertible Notes Payable - Add
Convertible Notes Payable - Additional Information (Detail) | Mar. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($) | Mar. 31, 2017USD ($)Installment$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($) | Jul. 01, 2016USD ($) |
Debt Instrument [Line Items] | ||||||
Gain on extinguishment of debt | $ 602,555 | |||||
Increase (decrease) in restricted cash for operating activities | $ 2,600,000 | $ 13,800,000 | ||||
Conversion feature derivative liability | $ 16,000,000 | $ 16,000,000 | $ 16,000,000 | |||
Securities Purchase Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Exercise price | $ / shares | $ 1.36 | $ 1.36 | $ 1.36 | |||
Securities Purchase Agreement | Series H Warrant | ||||||
Debt Instrument [Line Items] | ||||||
Warrants exercisable | shares | 7 | 7 | 7 | |||
Exercise price | $ / shares | $ 1.36 | $ 1.36 | $ 1.36 | |||
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 became exercisable by the holder beginning six months after July 1, 2016 and continue for a period of five years thereafter. | |||||
2016 Subordination Warrants | ||||||
Debt Instrument [Line Items] | ||||||
Warrants exercisable | shares | 2 | 2 | 2 | |||
2016 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Convertible notes payable, principal | $ 32,249,032 | $ 32,249,032 | $ 32,249,032 | |||
Debt instrument, original issue discount | 11,399,123 | 11,399,123 | 11,399,123 | |||
Extinguishment of debt, amount | $ 42,750,968 | |||||
Debt instrument, number shares to be issued upon conversion | shares | 762,672 | |||||
Debt instrument redemption amount | $ 38,900,000 | |||||
Debt instrument redemption aggregate price | 38,900,000 | |||||
Debt instrument remaining convertible notes | 32,200,000 | 32,200,000 | 32,200,000 | |||
Gain on extinguishment of debt | 602,555 | |||||
Remaining proceed from issuance of debt | 17,000,000 | |||||
Increase (decrease) in restricted cash for operating activities | 3,500,000 | |||||
Conversion feature derivative liability | 11,399,123 | 11,399,123 | 11,399,123 | |||
Remaining amount of embedded conversion feature derivative liability | $ 4,600,000 | 4,600,000 | $ 4,600,000 | |||
2016 Notes | Debt Principal Converted to Common Stock | ||||||
Debt Instrument [Line Items] | ||||||
Extinguishment of debt, amount | $ 3,854,077 | |||||
Debt instrument, conversion description | 2016 Notes conversion price is determined by the lowest of : (x) $0.50 per share, (y) 85% of the lower of (I) the lowest weighted average price of the common stock and (II) the lowest closing bid price of the common stock, in each case, during the five (5) consecutive trading day period ending on, and including, the trading day of the conversion, and (z) 85% of the weighted average price of the common stock during the period beginning at 9:30:01 a.m. New York time and ending at 1:00:00 p.m. New York time on the trading day of the conversion. | |||||
Convertible debt, conversion price | $ / shares | $ 0.50 | $ 0.50 | $ 0.50 | |||
Percentage of lowest weighted average price of common stock/lowest closing bid price | 85.00% | |||||
Consecutive trading days | 5 days | |||||
Weighted average price of common stock | 85.00% | |||||
2016 Notes | Securities Purchase Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Convertible notes payable, principal | $ 75,000,000 | |||||
Exercise price | $ / shares | $ 1.90 | $ 1.90 | $ 1.90 | |||
Debt Instrument, frequency of periodic payment | Pursuant to the terms of the 2016 Notes, the Company originally 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 were met, the installment payment would automatically be converted into shares of Common Stock at a conversion rate defined in the agreement. | |||||
Number of installments | Installment | 15 | |||||
Debt instrument, number shares to be issued upon conversion | shares | 16,936,627 | |||||
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] | ||||||
Debt instrument redemption amount | $ 38,900,000 | |||||
Remaining proceed from issuance of debt | 17,000,000 | |||||
Increase (decrease) in restricted cash for operating activities | 3,500,000 | $ 6,100,000 | ||||
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 - Sch
Convertible Notes Payable - Schedule of Conversions and Redemptions Accounted as Extinguishments (Detail) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Debt Instrument [Line Items] | |
Gain on extinguishment of debt | $ 602,555 |
2016 Notes | |
Debt Instrument [Line Items] | |
Total 2016 Note principal extinguished | 42,750,968 |
Fair value of common stock issued | (4,597,119) |
Debt discount related to extinguished 2016 Note | (20,831,582) |
Cash paid for redemption of principal | (38,896,891) |
Derivative liability extinguished | 19,454,397 |
Accrued underwriting fees eliminated | 2,722,782 |
Gain on extinguishment of debt | 602,555 |
Debt Principal Converted to Common Stock | 2016 Notes | |
Debt Instrument [Line Items] | |
Total 2016 Note principal extinguished | 3,854,077 |
Debt Principal Redemptions in Cash | 2016 Notes | |
Debt Instrument [Line Items] | |
Total 2016 Note principal extinguished | $ 38,896,891 |
Convertible Notes Payable - Sum
Convertible Notes Payable - Summary of Balance Sheet Presentation of Convertible Notes Outstanding (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Conversion feature derivative liability | $ 16,000,000 | |
Less current portion | (32,249,032) | $ (60,000,000) |
Convertible notes payable, long term | $ 15,000,000 | |
2016 Notes | ||
Debt Instrument [Line Items] | ||
Convertible notes payable, principal | 32,249,032 | |
Debt discounts | (11,399,123) | |
Conversion feature derivative liability | 11,399,123 | |
Net convertible note payable | 32,249,032 | |
Less current portion | $ (32,249,032) |
Notes Payable - Related Party -
Notes Payable - Related Party - Additional Information (Detail) - Spring Forth Investments, LLC - Notes Payable To Related Party - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Jul. 31, 2014 | Mar. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||
Convertible notes payable, principal | $ 500,000 | ||
Notes payable, interest rate | 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. The note was again extended by the Company to July 18, 2017. | ||
Note extension fee amount | $ 10,000 | ||
Maturity date of notes | Jul. 18, 2015 | Jul. 18, 2017 | Jul. 18, 2016 |
Prepaid interest | $ 25,000 | ||
Number of preferred units issued as consideration | 4,000,000 | ||
Value of preferred units issued as consideration | $ 100,000 | ||
Preferred units issued as consideration, series D preferred shares | 4,000,000 | ||
Preferred units issued as consideration, price per share | $ 0.025 | ||
Class A Warrant | |||
Related Party Transaction [Line Items] | |||
Warrants exercisable | 20,000 | ||
Preferred units issued as consideration, warrants price per share | $ 268.8 | ||
Class B Warrant | |||
Related Party Transaction [Line Items] | |||
Warrants exercisable | 20,000 | ||
Preferred units issued as consideration, warrants price per share | $ 268.8 | ||
Common Stock | |||
Related Party Transaction [Line Items] | |||
Conversion of stock, shares issued | 1 | ||
Common Stock | Class A Warrant | |||
Related Party Transaction [Line Items] | |||
Conversion of stock, shares issued | 1 | ||
Common Stock | Class B Warrant | |||
Related Party Transaction [Line Items] | |||
Conversion of stock, shares issued | 1 | ||
Series D Convertible Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Conversion of stock, shares converted | 4,000,000 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Detail) | Nov. 03, 2018$ / shares | Jul. 03, 2017 | Nov. 30, 2016$ / shares | Mar. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016$ / sharesshares |
Class Of Stock [Line Items] | |||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||
Series E Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, shares authorized | 74,380 | 74,380 | |||
Preferred stock, shares issued | 74,380 | 74,380 | |||
Preferred stock, shares outstanding | 74,380 | 74,380 | |||
Preferred stock convertible into common stock shares | 100 | ||||
Series F Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, shares issued | 5,860 | ||||
Preferred stock, shares outstanding | 5,860 | ||||
Series F Convertible Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, par value | $ / shares | $ 0.001 | ||||
Preferred stock, shares outstanding | 5,860 | ||||
Preferred stock convertible into common stock shares | 4,308,824 | ||||
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. | ||||
Conversion of stock, shares converted | 0 | ||||
Convertible preferred stock, conversion price per share | $ / shares | $ 1.36 | ||||
Fair value liabilities | $ | $ 11,191,652 | ||||
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 | ||||
Convertible Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, shares authorized | 5,000,000 | ||||
Preferred stock, par value | $ / shares | $ 0.001 | ||||
Common Stock | Series F Convertible Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Convertible debt, conversion price | $ / shares | $ 12,000 | ||||
Common Stock | Series F Convertible Preferred Stock | Scenario, Forecast | |||||
Class Of Stock [Line Items] | |||||
Convertible debt, conversion price | $ / shares | $ 12,000 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 1,500,000,000 | 200,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 763,612 | 940 |
Common stock, shares outstanding | 763,612 | 940 |
Note 2,016 | ||
Class Of Stock [Line Items] | ||
Debt instrument, number shares to be issued upon conversion | 762,672 | |
Principal amount of notes converted | $ 3,854,077 | |
Convertible debt, conversion price | $ 5.05 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | Mar. 31, 2017shares |
Class Of Stock Disclosures [Abstract] | |
Warrants outstanding | 67,640,513 |
Share of common stock underlying warrant | 1,392 |
Warrants - Warrants Outstanding
Warrants - Warrants Outstanding (Detail) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Class Of Warrant Or Right [Line Items] | |
Warrants Outstanding | 67,640,513 |
Total Shares of Common Stock Underlying the Warrant | 1,392 |
Class A Warrant | |
Class Of Warrant Or Right [Line Items] | |
Warrants Outstanding | 1,532,598 |
Total Shares of Common Stock Underlying the Warrant | 48 |
Aggregate Exercise Price for One Common Share | $ / shares | $ 1.36 |
Class A Warrant | Minimum | |
Class Of Warrant Or Right [Line Items] | |
Warrants Expiration | 2021-04 |
Class A Warrant | Maximum | |
Class Of Warrant Or Right [Line Items] | |
Warrants Expiration | 2021-07 |
Class B Warrant | |
Class Of Warrant Or Right [Line Items] | |
Warrants Outstanding | 1,310,956 |
Total Shares of Common Stock Underlying the Warrant | 29 |
Aggregate Exercise Price for One Common Share | $ / shares | $ 1.36 |
Class B Warrant | Minimum | |
Class Of Warrant Or Right [Line Items] | |
Warrants Expiration | 2021-04 |
Class B Warrant | Maximum | |
Class Of Warrant Or Right [Line Items] | |
Warrants Expiration | 2021-07 |
Series B Warrant | |
Class Of Warrant Or Right [Line Items] | |
Warrants Outstanding | 1,074,082 |
Total Shares of Common Stock Underlying the Warrant | 34 |
Aggregate Exercise Price for One Common Share | $ / shares | $ 660,500,000 |
Series B Warrant | Minimum | |
Class Of Warrant Or Right [Line Items] | |
Warrants Expiration | 2021-03 |
Series B Warrant | Maximum | |
Class Of Warrant Or Right [Line Items] | |
Warrants Expiration | 2021-07 |
Series D Warrant | |
Class Of Warrant Or Right [Line Items] | |
Warrants Outstanding | 2,361,468 |
Total Shares of Common Stock Underlying the Warrant | 1,193 |
Aggregate Exercise Price for One Common Share | $ / shares | $ 1.36 |
Warrants Expiration | 2021-06 |
2015 Subordination Warrants | |
Class Of Warrant Or Right [Line Items] | |
Warrants Outstanding | 71,131 |
Total Shares of Common Stock Underlying the Warrant | 37 |
Aggregate Exercise Price for One Common Share | $ / shares | $ 1.36 |
Warrants Expiration | 2021-06 |
Series G Warrant | |
Class Of Warrant Or Right [Line Items] | |
Warrants Outstanding | 3,075,000 |
Total Shares of Common Stock Underlying the Warrant | 30 |
Aggregate Exercise Price for One Common Share | $ / shares | $ 1.36 |
Warrants Expiration | 2021-06 |
Series H Warrant | |
Class Of Warrant Or Right [Line Items] | |
Warrants Outstanding | 56,250,000 |
Total Shares of Common Stock Underlying the Warrant | 7 |
Aggregate Exercise Price for One Common Share | $ / shares | $ 1.36 |
Warrants Expiration | 2021-12 |
2016 Subordination Warrants | |
Class Of Warrant Or Right [Line Items] | |
Warrants Outstanding | 1,687,500 |
Total Shares of Common Stock Underlying the Warrant | 2 |
Aggregate Exercise Price for One Common Share | $ / shares | $ 1.36 |
Warrants Expiration | 2021-12 |
Common Warrants | |
Class Of Warrant Or Right [Line Items] | |
Warrants Outstanding | 277,778 |
Total Shares of Common Stock Underlying the Warrant | 12 |
Common Warrants | Minimum | |
Class Of Warrant Or Right [Line Items] | |
Aggregate Exercise Price for One Common Share | $ / shares | $ 1.36 |
Warrants Expiration | 2019-10 |
Common Warrants | Maximum | |
Class Of Warrant Or Right [Line Items] | |
Aggregate Exercise Price for One Common Share | $ / shares | $ 277,200,000,000 |
Warrants Expiration | 2021-07 |
Warrants - Common Warrants - Ad
Warrants - Common Warrants - Additional Information (Detail) - Common Stock Warrants | 3 Months Ended |
Mar. 31, 2017shares | |
Class Of Warrant Or Right [Line Items] | |
Warrants expired | 94,553 |
Common shares issued in exchange of warrants | 7 |
Description of warrants | During the three months ended March 31, 2017 there were 94,553 warrants exercisable into 7 shares of common stock that expired without being exercised. There was no other activity on any other warrants during the period. |
Warrants - Common Stock Warrant
Warrants - Common Stock Warrants Activity (Detail) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Class Of Warrant Or Right [Line Items] | ||
Common Stock Warrants, Outstanding Ending Balance | 67,640,513 | |
Common Stock Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Common Stock Warrants, Outstanding Beginning Balance | 67,735,066 | |
Common Stock Warrants, Expired | (94,553) | |
Common Stock Warrants, Outstanding Ending Balance | 67,640,513 | 67,735,066 |
Weighted Average Exercise Price Per Share, Warrants Outstanding Beginning Balance | $ 3,449.2 | |
Weighted Average Exercise Price Per Share, Expired | 1,269,694.3 | |
Weighted Average Exercise Price Per Share, Warrants Outstanding Ending Balance | $ 816.2 | $ 3,449.2 |
Weighted Average Remainder Contractual Term in Years, Warrants Outstanding | 4 years 8 months 12 days | 4 years 10 months 24 days |
Fair Value Liabilities - Additi
Fair Value Liabilities - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |
Financial assets measured on recurring basis | $ 0 |
Series F Convertible Preferred Stock | |
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |
Preferred Stock, Shares Outstanding | shares | 5,860 |
Convertible preferred stock value issued | $ 11,200,000 |
Common Stock | |
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |
Preferred stock shares outstanding convertible to common stock | shares | 4,308,824 |
Closing price of common stock | $ / shares | $ 1.36 |
2015 Subordination Warrants | Common Stock | |
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |
Warrant to acquire common stock | shares | 37 |
Series D Warrant | |
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |
Warrant to acquire common stock | shares | 1,193 |
Series D Warrant | 2015 Subordination Warrants | |
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |
Closing price of common stock | $ / shares | $ 2.80 |
Series D Warrant | 2015 Subordination Warrants | Embedded Derivative Financial Instruments | |
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |
Derivative liability | $ 1,524 |
2016 Notes | |
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |
Derivative liability extinguished | 19,454,397 |
Change in fair value of derivative liability, amount | 20,800,000 |
Convertible debt, fair value disclosures | $ 16,000,000 |
Fair Value Liabilities - Assump
Fair Value Liabilities - Assumptions Used to Calculate Fair Value (Detail) | 3 Months Ended | |
Mar. 31, 2017$ / shares | ||
Series F Preferred Stock | ||
Fair Value Assumptions and Methodology for Liabilities [Abstract] | ||
Trading price of common stock on measurement date | $ 2.80 | |
Conversion price / Exercise price | $ 1.36 | [1] |
Risk free interest rate | 1.15% | [2] |
Conversion notes / Warrant lives in years | 1 year 7 months 6 days | |
Expected volatility | 240.90% | [3] |
Expected dividend yield | 0.00% | [4] |
Series D Warrant | ||
Fair Value Assumptions and Methodology for Liabilities [Abstract] | ||
Expected dividend yield | 0.00% | |
Series D Warrant | 2015 Subordination Warrants | ||
Fair Value Assumptions and Methodology for Liabilities [Abstract] | ||
Trading price of common stock on measurement date | $ 2.80 | |
Conversion price / Exercise price | $ 1.20 | [5] |
Risk free interest rate | 1.93% | [6] |
Conversion notes / Warrant lives in years | 4 years 3 months | |
Expected volatility | 240.90% | [7] |
Expected dividend yield | 0.00% | [4] |
2016 Notes | ||
Fair Value Assumptions and Methodology for Liabilities [Abstract] | ||
Trading price of common stock on measurement date | $ 2.80 | |
Conversion price / Exercise price | $ 1.90 | [8] |
Risk free interest rate | 1.03% | [9] |
Conversion notes / Warrant lives in years | 1 year 29 days | |
Expected volatility | 240.90% | [3] |
Expected dividend yield | 0.00% | [10] |
2016 Notes | Minimum | ||
Fair Value Assumptions and Methodology for Liabilities [Abstract] | ||
Trading price of common stock on measurement date | $ 1.60 | |
Conversion price / Exercise price | $ 0.20 | [11] |
Risk free interest rate | 0.80% | [12] |
Conversion notes / Warrant lives in years | 1 year 2 months 1 day | |
Expected volatility | 224.70% | [7] |
Expected dividend yield | 0.00% | [10] |
2016 Notes | Maximum | ||
Fair Value Assumptions and Methodology for Liabilities [Abstract] | ||
Trading price of common stock on measurement date | $ 2,352.20 | |
Conversion price / Exercise price | $ 2,336.20 | [11] |
Risk free interest rate | 0.89% | [12] |
Conversion notes / Warrant lives in years | 1 year 3 months 29 days | |
Expected volatility | 228.20% | [7] |
[1] | The exercise price of the Series F Preferred Stock was calculated based on the terms in the agreement. | |
[2] | The risk-free interest rate was determined by management using the average of the 1 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. | |
[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 risk-free interest rate was determined by management using the 5-year Treasury Bill as of the respective measurement date. | |
[7] | The volatility factor was estimated by using the historical volatilities of the Company’s trading history | |
[8] | The conversion price was calculated based on the formula in the 2016 Notes as of the respective measurement date | |
[9] | The risk-free interest rate was determined by management using the 1-year Treasury Bill as of the respective measurement date. | |
[10] | Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future | |
[11] | The conversion price was calculated based on the formula in the 2016 Notes as of the respective measurement dates. | |
[12] | The risk-free interest rate was determined by management using the 1-year Treasury Bill as of the respective measurement date |
Fair Value Liabilities - Assu42
Fair Value Liabilities - Assumptions Used to Calculate Fair Value (Parenthetical) (Detail) | 3 Months Ended | |
Mar. 31, 2017 | ||
Series F Convertible Preferred Stock | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Dividend yield | 0.00% | |
Series D Warrant | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Dividend yield | 0.00% | |
US Treasury Bill Securities | Series F Convertible Preferred Stock | ||
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 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] | ||
Contractual Term | 5 years | |
2016 Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Dividend yield | 0.00% | [1] |
Contractual Term | 1 year 29 days | |
2016 Notes | US Treasury Bill Securities | ||
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 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 |
Fair Value Liabilities - Financ
Fair Value Liabilities - Financial Liabilities Measured at Fair Value on Recurring Basis (Detail) | Mar. 31, 2017USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value liabilities | $ 27,232,947 |
Fair Value, Inputs, Level 3 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value liabilities | 27,232,947 |
Series F Preferred Stock | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value liabilities | 11,191,652 |
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 | 11,191,652 |
Common Stock Warrants | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value liabilities | 1,527 |
Common Stock Warrants | Fair Value, Inputs, Level 3 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value liabilities | 1,527 |
Conversion Feature of 2016 Notes | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value liabilities | 16,039,768 |
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 | $ 16,039,768 |
Fair Value Liabilities - Summar
Fair Value Liabilities - Summary of Change in the Value of the Fair Value Level 3 Liabilities (Detail) - Fair Value, Inputs, Level 3 | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Balance at beginning of period | $ 85,603,604 |
Exercise and extinguishment of warrants, convertible notes and preferred stock | (19,454,397) |
Change in fair value of warrants, conversion feature and preferred stock | (38,916,260) |
Balance at end of period | 27,232,947 |
Common Stock Warrants | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Balance at beginning of period | 4,121,836 |
Change in fair value of warrants, conversion feature and preferred stock | (4,120,309) |
Balance at end of period | 1,527 |
Conversion Feature of Notes | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Balance at beginning of period | 75,826,761 |
Exercise and extinguishment of warrants, convertible notes and preferred stock | (19,454,397) |
Change in fair value of warrants, conversion feature and preferred stock | (40,332,596) |
Balance at end of period | 16,039,768 |
Series F Preferred Stock | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Balance at beginning of period | 5,655,007 |
Change in fair value of warrants, conversion feature and preferred stock | 5,536,645 |
Balance at end of period | $ 11,191,652 |
Fair Value Liabilities - Summ45
Fair Value Liabilities - Summary of Change in the Value of the Fair Value Level 3 Liabilities to Derivative Liability (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative liability | $ 4,642,172 | $ 36,344,180 |
Portion of derivative liability combined with convertible note | (11,399,123) | |
Fair Value, Inputs, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative liability | 16,041,295 | |
Common Stock Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative liability | 1,527 | |
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 | 1,527 | |
Conversion Feature of Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative liability | 4,640,645 | |
Portion of derivative liability combined with convertible note | $ (11,399,123) | |
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 | $ 16,039,768 |
Employee Stock Options - Additi
Employee Stock Options - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2017USD ($)CompensationPlanshares | Dec. 31, 2016shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Equity based compensation expense | $ | $ 24,927 | |
Unrecognized compensation cost related to stock option | $ | $ 148,722 | |
Remaining vesting period of stock option | 1 year 5 months 16 days | |
Intrinsic value of outstanding and vested stock options | $ | $ 0 | |
2014 Omnibus Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Additional shares of common stock available for issuance | 0 | |
2014 Stock Option Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Additional shares of common stock available for issuance | 0 | |
Employee Stock Option | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of stock options, outstanding | 738,534 | 738,534 |
Number of shares exercisable | 508,977 | |
Stock options, maturity period | 10 years | |
Number of stock based compensation plans | CompensationPlan | 2 | |
Employee Stock Option | Common Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares exercisable | 70 | |
Minimum | Employee Stock Option | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Option vesting period | 3 years | |
Maximum | Employee Stock Option | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Option vesting period | 4 years |
Employee Stock Options - Summar
Employee Stock Options - Summary of Stock Option Activity (Detail) - Employee Stock Option - $ / shares $ / shares in Billions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of stock options, outstanding | 738,534 | |
Number of stock options, outstanding | 738,534 | 738,534 |
Shares of Common Stock Underlying the Options [Abstract] | ||
Total shares of common stock underlying the options, outstanding | 70 | |
Total shares of common stock underlying the options, outstanding | 70 | 70 |
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 | $ 290.1 | |
Weighted Average Exercise Price for One Common Share, Options outstanding | $ 290.1 | $ 290.1 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual term in Years, outstanding | 6 years 8 months 12 days | 7 years |
Employee Stock Options - Summ48
Employee Stock Options - Summary of Stock Options Outstanding and Exercisable (Detail) - Employee Stock Option - $ / shares $ / shares in Billions | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of stock options, outstanding | 738,534 | 738,534 |
Options Outstanding , Remaining Life (Years) | 6 years 8 months 12 days | |
Options Outstanding , Exercise Price per Share of Stock | $ 290.1 | $ 290.1 |
Options Exercisable , Number of Options Exercisable | 508,977 | |
Options Exercisable , Exercise Price per Share of Stock | $ 304.5 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | May 17, 2017USD ($) | May 16, 2017USD ($)$ / sharesshares | May 15, 2017USD ($)$ / sharesshares | May 12, 2017USD ($)$ / sharesshares | Apr. 21, 2017USD ($) | Apr. 18, 2017USD ($) | Apr. 17, 2017USD ($)$ / sharesshares | Apr. 13, 2017USD ($)Analyzer$ / sharesshares | Apr. 10, 2017shares | Apr. 07, 2017USD ($)$ / sharesshares | Mar. 14, 2014USD ($) | Oct. 31, 2013USD ($) | Mar. 31, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | Apr. 30, 2018USD ($) | Jul. 15, 2017$ / shares | Dec. 31, 2016$ / shares |
Subsequent Event [Line Items] | |||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||
Master Lease Agreement And Schedule 001 | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Proceeds from sale leaseback | $ 2,500,000 | ||||||||||||||||
Sale-leaseback transaction monthly payments | $ 74,875 | ||||||||||||||||
Lease Schedule 002 | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Proceeds from sale leaseback | $ 1,500,000 | ||||||||||||||||
Sale-leaseback transaction monthly payments | $ 64,665 | ||||||||||||||||
Promissory Note Agreement | Scenario, Forecast | Utah Autism Foundation | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Monthly payment of promissory note | $ 139,540 | $ 74,875 | |||||||||||||||
2016 Notes | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Principal amount of notes converted | $ 4,597,119 | ||||||||||||||||
Debt instrument, number shares to be issued upon conversion | shares | 762,672 | ||||||||||||||||
Face value of promissory note agreement | $ 32,249,032 | ||||||||||||||||
New 2017 Series B Senior Secured Convertible Notes | Scenario, Forecast | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Convertible debt, conversion price | $ / shares | $ 3 | ||||||||||||||||
Subsequent Event | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of sets of analyzers repurchased | Analyzer | 2 | ||||||||||||||||
Aggregate purchase price of analyzers in cash | $ 1,000,000 | ||||||||||||||||
Payment of repurchase of analyzers in current invoices | 200,000 | ||||||||||||||||
Subsequent Event | Promissory Note Agreement | Utah Autism Foundation | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Face value of promissory note agreement | $ 1,200,000 | ||||||||||||||||
Debt Instrument, frequency of periodic payment | The promissory note provides for 24 monthly payments of $45,000 per month with interest of 10% per annum with a balloon payment of $300,402 at the end of the 24-month period in April 2019. | ||||||||||||||||
Monthly payment of promissory note | $ 45,000 | ||||||||||||||||
Notes payable, interest rate | 10.00% | ||||||||||||||||
Balloon payment at maturity | $ 300,402 | ||||||||||||||||
Number of monthly payment of promissory note | 24 months | ||||||||||||||||
Promissory notes maturity date | 2019-04 | ||||||||||||||||
Loan settlement terms | The Company granted a security interest in the analyzers to the Foundation until the loan is fully paid. The loan from the Foundation replaces $1.2 million in obligations to Onset that would have been payable in monthly payments of $139,540 through September 2017 and $74,875 from October 2017 through April 2018. | ||||||||||||||||
Subsequent Event | 2016 Notes | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Principal amount of notes converted | $ 15,346,613 | $ 800,000 | |||||||||||||||
Convertible debt, conversion price | $ / shares | $ 2 | ||||||||||||||||
Restricted cash returned to note holders | $ 14,500,000 | ||||||||||||||||
Subsequent Event | 2017 Exchange Agreement | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Principal amount of notes converted | $ 16,200,000 | ||||||||||||||||
Subsequent Event | New 2017 Series A Senior Secured Convertible Notes | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Convertible debt, conversion price | $ / shares | $ 3 | ||||||||||||||||
Maturity date of notes | Apr. 17, 2020 | ||||||||||||||||
Debt instrument, terms of conversion | Fixed conversion price of $3.00 and are not convertible until October 17 2017, the six month anniversary of the exchange date. | ||||||||||||||||
Subsequent Event | Series B Notes | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Principal amount of notes converted | $ 6,200,000 | ||||||||||||||||
Aggregate principal amount cancelled | 10,000,000 | ||||||||||||||||
Restricted cash return to holder | 10,000,000 | ||||||||||||||||
Subsequent Event | New 2017 Series B Senior Secured Convertible Notes | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Principal amount of notes converted | $ 44,000 | $ 44,000 | $ 334,860 | ||||||||||||||
Convertible debt, conversion price | $ / shares | $ 1.10 | $ 1.10 | $ 1.10 | $ 3 | |||||||||||||
Debt instrument, number shares to be issued upon conversion | shares | 40,000 | 40,000 | |||||||||||||||
Floor price | $ / shares | $ 1 | ||||||||||||||||
Maturity date of notes | Apr. 17, 2020 | ||||||||||||||||
Debt instrument, terms of conversion | Fixed conversion price of $3.00 and are not convertible at the option of the holder thereof until October 17, 2017, the six month anniversary of the exchange date. | ||||||||||||||||
Aggregate principal amount outstanding | $ 1,400,000 | $ 6,200,000 | |||||||||||||||
Weighted average price of common stock | 85.00% | ||||||||||||||||
Restricted cash used for general working capital and operating expenses | 100.00% | ||||||||||||||||
Conversion of stock, shares issued | shares | 246,600 | ||||||||||||||||
Restricted cash returned to note holders | $ 1,400,000 | $ 1,500,000 | $ 3,000,000 | ||||||||||||||
Subsequent Event | New 2017 Series B Senior Secured Convertible Notes | Minimum | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Convertible debt, conversion price | $ / shares | $ 1.08 | ||||||||||||||||
Subsequent Event | New 2017 Series B Senior Secured Convertible Notes | Maximum | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Convertible debt, conversion price | $ / shares | $ 1.44 | ||||||||||||||||
Subsequent Event | Common Stock | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Convertible debt, conversion price | $ / shares | $ 1.06 | ||||||||||||||||
Reverse stock split ratio, description | each two thousand shares of common stock were replaced with one share of common stock | ||||||||||||||||
Conversion of preferred stock/convertible note into common stock (in shares) | shares | 482,825 | ||||||||||||||||
Reverse stock split ratio | 0.0005 | ||||||||||||||||
Conversion of stock, shares converted | shares | 1 | ||||||||||||||||
Conversion of stock, shares issued | shares | 101,647 | ||||||||||||||||
Subsequent Event | Common Stock | 2016 Notes | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Debt instrument, number shares to be issued upon conversion | shares | 343,900 | ||||||||||||||||
Common stock issued, conversion rate | $ / shares | $ 2 | ||||||||||||||||
Subsequent Event | Preferred Stock | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Reverse stock split ratio, description | Each holder of Existing Preferred Stock (collectively, the “Preferred Holders”) agreed that on April 13, 2017 such Preferred Holder’s pro rata amount of 2,000 shares of Existing Preferred Stock would be converted into shares of common stock at a conversion price equal to the greater of (x) $1.00 (the “Floor Price”) and (y) 85% of the lowest of the closing bid price of the common stock on each trading day during the period commencing, and including, the trading day immediately preceding the effective date of the reverse stock split on April 10, 2017 through, and including, the second trading day immediately following the effective date of the reverse stock split on April 10, 2017. | ||||||||||||||||
Preferred Stock conversion shares at pro rata | shares | 2,000 | ||||||||||||||||
Floor price | $ / shares | $ 1 | ||||||||||||||||
Conversion of stock, shares converted | shares | 4,974 | ||||||||||||||||
Aggregate stated value of stock | $ 4,974,000 | ||||||||||||||||
Subsequent Event | Preferred Stock | Minimum | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Closing bid price of common stock each trading days | 85.00% | ||||||||||||||||
Subsequent Event | Series D and H Warrants | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Warrants exercisable | shares | 1,200 | ||||||||||||||||
Series F Preferred Stock | Subsequent Event | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | ||||||||||||||||
Common stock issued, conversion rate | $ / shares | $ 1.06 | ||||||||||||||||
Conversion of stock, shares converted | shares | 102 |