Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 01, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Entity Registrant Name | 'EKSO BIONICS HOLDINGS, INC. | ' |
Entity Central Index Key | '0001549084 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Period End Date | 30-Sep-14 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 78,608,410 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current Assets | ' | ' |
Cash | $7,176,268 | $805,306 |
Accounts receivable, net | 1,921,574 | 549,469 |
Inventories, net | 864,397 | 725,096 |
Note receivable from stockholder | ' | 103,735 |
Prepaid expenses and other current assets | 330,798 | 250,998 |
Deferred cost of revenue, current | 1,369,087 | 768,599 |
Total current assets | 11,662,124 | 3,203,203 |
Property and equipment, net | 1,957,324 | 1,575,286 |
Deferred cost of revenue, non-current | 1,743,865 | 803,298 |
Other assets | 54,764 | 1,002,150 |
Total assets | 15,418,077 | 6,583,937 |
Current Liabilities | ' | ' |
Notes payable, current | 40,743 | 1,638,505 |
Convertible debt | ' | 5,062,417 |
Accounts payable | 1,077,073 | 1,498,680 |
Accrued liabilities | 1,321,960 | 1,430,799 |
Customer deposits, advances and deferred revenues, current | 3,454,906 | 2,419,226 |
Liability due to early stock option exercise | 1,323 | 5,293 |
Total current liabilities | 5,896,005 | 12,054,920 |
Customer deposits, advances and deferred revenues, non-current | 3,439,610 | 2,209,111 |
Notes payable, non-current | 88,401 | 866,950 |
Warrant liability | 11,819,450 | 377,747 |
Deferred rent | 96,553 | 123,709 |
Total Liabilities | 21,340,019 | 15,632,437 |
Commitments and contingencies (Note 11) | ' | ' |
Convertible preferred stock issuable in series, $0.001 par value; 10,000,000 and 33,523,600 shares authorized at September 30, 2014 (unaudited) and December 31, 2013, respectively; none and 25,923,872 shares issued and outstanding at September 30, 2014 (unaudited) and December 31, 2013, respectively; liquidation preference of $2.85 - $4.11 per share at December 31, 2013 | ' | 27,324,208 |
Stockholders' deficit: | ' | ' |
Common stock, $0.001 par value; 500,000,000 and 60,952,000 shares authorized at September 30, 2014 (unaudited) and December 31, 2013, respectively; 78,584,173 and 21,114,783, shares issued and outstanding at September 30, 2014 (unaudited) and December 31, 2013, respectively | 78,584 | 21,114 |
Additional paid-in capital | 45,645,109 | 1,637,797 |
Accumulated deficit | -51,645,635 | -38,031,619 |
Total stockholders' deficit | -5,921,942 | -36,372,708 |
Total liabilities, convertible preferred stock and stockholders' deficit | $15,418,077 | $6,583,937 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Condensed Consolidated Balance Sheets [Abstract] | ' | ' |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 60,952,000 |
Common stock, shares issued | 78,584,173 | 21,114,783 |
Common stock, shares outstanding | 78,584,173 | 21,114,783 |
Convertible preferred stock, par value per share | $0.00 | $0.00 |
Convertible preferred stock, shares authorized | 10,000,000 | 33,523,600 |
Convertible preferred stock, shares issued | 0 | 25,923,872 |
Convertible preferred stock, shares outstanding | 0 | 25,923,873 |
Minimum [Member] | ' | ' |
Statement [Line Items] | ' | ' |
Convertible preferred stock, liquidation preference per share | ' | $2.85 |
Maximum [Member] | ' | ' |
Statement [Line Items] | ' | ' |
Convertible preferred stock, liquidation preference per share | ' | $4.11 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Revenue: | ' | ' | ' | ' |
Medical devices | $788,299 | $416,682 | $2,005,592 | $1,138,995 |
Engineering services | 799,884 | 417,082 | 1,841,355 | 1,375,010 |
Total revenue | 1,588,183 | 833,764 | 3,846,947 | 2,514,005 |
Cost of revenue: | ' | ' | ' | ' |
Cost of medical devices | 578,737 | 245,575 | 1,410,285 | 775,007 |
Cost of engineering services | 529,657 | 287,468 | 1,431,802 | 1,018,801 |
Total cost of revenue | 1,108,394 | 533,043 | 2,842,087 | 1,793,808 |
Gross profit | 479,789 | 300,721 | 1,004,860 | 720,197 |
Operating expenses: | ' | ' | ' | ' |
Sales and marketing | 1,641,280 | 767,316 | 5,021,668 | 3,238,834 |
Research and development | 1,096,380 | 453,168 | 2,563,806 | 2,164,840 |
General and administrative | 1,473,951 | 752,215 | 5,354,009 | 2,854,332 |
Total operating expenses | 4,211,611 | 1,972,699 | 12,939,483 | 8,258,006 |
Loss from operations | -3,731,822 | -1,671,978 | -11,934,623 | -7,537,809 |
Other income (expense): | ' | ' | ' | ' |
Interest expense | -2,399 | -170,106 | -432,780 | -1,482,950 |
Gain (loss) on warrant liability | 15,773,100 | -33,063 | -1,205,900 | -33,063 |
Interest income | 1,021 | 1,184 | 3,897 | 4,003 |
Other expense, net | -15,539 | -19,961 | -44,610 | -40,815 |
Total other income (expense), net | 15,756,183 | -221,946 | -1,679,393 | -1,552,825 |
Net income (loss) | $12,024,361 | ($1,893,924) | ($13,614,016) | ($9,090,634) |
Basic net income (loss) per share | $0.15 | ($0.09) | ($0.18) | ($0.43) |
Weighted-average shares used in computing basic per share amounts | 78,513,144 | 21,085,283 | 74,943,169 | 20,937,488 |
Diluted net income (loss) per share | ($0.04) | ($0.09) | ($0.18) | ($0.43) |
Weighted-average shares used in computing diluted per share amounts | 83,336,371 | 21,085,283 | 74,943,169 | 20,937,488 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Stockholders' Deficit (USD $) | Total | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Series B [Member] | ||||||
Beginning balance at Dec. 31, 2012 | ($26,144,245) | $16,675,983 | ' | $9,920 | $1,047,936 | ($26,144,245) |
Beginning balance, shares at Dec. 31, 2012 | ' | 15,799,291 | ' | 15,065,931 | ' | ' |
Issuance of stock in exchange for cash | ' | ' | 4,294,259 | ' | ' | ' |
Issuance of stock in exchange for cash, shares | ' | ' | 4,083,225 | ' | ' | ' |
Issuance of stock upon conversion of convertible debt and accrued interest | ' | ' | 6,490,071 | ' | ' | ' |
Issuance of stock upon conversion of convertible debt and accrued interest, shares | ' | ' | 6,041,356 | ' | ' | ' |
Issuance of common stock warrants | 136,380 | ' | 275 | ' | 136,380 | ' |
Issuance of common stock upon exercise of options | 65,593 | ' | -136,380 | 94 | 65,499 | ' |
Issuance of common stock upon exercise of options, shares | ' | ' | ' | 771,341 | ' | ' |
Common stock repurchased | -189 | ' | ' | -2 | 187 | ' |
Common stock repurchased, shares | ' | ' | ' | -2,857 | ' | ' |
Vesting of early exercised options | 3,974 | ' | ' | 13 | 3,961 | ' |
Compensation expense for options issued a non-employee | 4,679 | ' | ' | ' | 4,679 | ' |
Stock-based compensation expense | 390,618 | ' | ' | ' | 390,618 | ' |
Effect of merger and recapitalization of share amounts | ' | ' | ' | 5,809 | -5,809 | ' |
Issuance of shares to stockholders of Ekso Bionics Holdings | ' | ' | ' | 5,280 | -5,280 | ' |
Issuance of shares to stockholders of Ekso Bionics Holdings, shares | 5,280,368 | ' | ' | 5,280,368 | ' | ' |
Net loss | -11,887,374 | ' | ' | ' | ' | -11,887,374 |
Ending balance at Dec. 31, 2013 | -36,372,708 | 27,324,208 | ' | 21,114 | 1,637,797 | -38,031,619 |
Ending balance, shares at Dec. 31, 2013 | ' | 25,923,872 | ' | 21,114,783 | ' | ' |
Issuance of common stock upon exercise of options | 1,910 | ' | ' | 90 | 1,820 | ' |
Issuance of common stock upon exercise of options, shares | ' | ' | ' | 90,057 | ' | ' |
Fair value of warrant liability/obligation transferred to equity | 281,987 | ' | ' | ' | 281,987 | ' |
Fair value of warrant liability transferred to equity, shares | ' | 767,212 | ' | ' | ' | ' |
Conversion of preferred stock | 27,324,208 | -27,324,208 | ' | 26,691 | 27,297,517 | ' |
Conversion of preferred stock, shares converted | ' | 26,691,084 | ' | ' | ' | ' |
Conversion of preferred stock, shares issued | ' | ' | ' | 26,691,084 | ' | ' |
Ending balance at Jan. 14, 2014 | -8,764,603 | ' | ' | 47,895 | 29,219,121 | -38,031,619 |
Ending balance, shares at Jan. 14, 2014 | ' | ' | ' | 47,895,924 | ' | ' |
Issuance of stock in exchange for cash | 25,300,000 | ' | ' | 25,300 | 25,274,700 | ' |
Issuance of stock in exchange for cash, shares | ' | ' | ' | 25,300,000 | ' | ' |
Issuance of stock upon conversion of convertible debt and accrued interest | 5,082,578 | ' | ' | 5,000 | 5,077,578 | ' |
Issuance of stock upon conversion of convertible debt and accrued interest, shares | ' | ' | ' | 5,000,000 | ' | ' |
Shares issued to consultant | ' | ' | ' | 250 | -250 | ' |
Shares issued to consultant, shares | ' | ' | ' | 250,000 | ' | ' |
Offering costs | -4,250,744 | ' | ' | ' | -4,250,744 | ' |
Issuance of common stock warrants | -10,613,550 | ' | ' | ' | -10,613,550 | ' |
Fair value of warrant liability/obligation transferred to equity | 95,760 | ' | ' | ' | 95,760 | ' |
Ending balance at Jan. 16, 2014 | 6,849,441 | ' | ' | 78,445 | 44,802,615 | -38,031,619 |
Ending balance, shares at Jan. 16, 2014 | ' | ' | ' | 78,445,924 | ' | ' |
Offering costs | -34,962 | ' | ' | ' | -34,962 | ' |
Issuance of common stock upon exercise of options | 67,196 | ' | ' | 139 | 67,057 | ' |
Issuance of common stock upon exercise of options, shares | ' | ' | ' | 138,249 | ' | ' |
Stock-based compensation expense | 810,399 | ' | ' | ' | 810,399 | ' |
Net loss | -13,614,016 | ' | ' | ' | ' | -13,614,016 |
Ending balance at Sep. 30, 2014 | ($5,921,942) | ' | ' | $78,584 | $45,645,109 | ($51,645,635) |
Ending balance, shares at Sep. 30, 2014 | ' | ' | ' | 78,584,173 | ' | ' |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Stockholders' Deficit (Parenthetical) (Series B [Member], USD $) | Dec. 31, 2012 |
Series B [Member] | ' |
Issuance of stock in exhange for cash, price per share | $2.10 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Operating activities: | ' | ' |
Net loss | ($13,614,016) | ($9,090,634) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 535,400 | 342,148 |
Loss on sale of property and equipment | ' | 223 |
Inventory allowance expense | 21,420 | ' |
Amortization of deferred rent | -27,156 | -27,154 |
Amortization of debt discounts | 191,111 | 126,010 |
Amortization of notes payable offering costs | ' | 6,974 |
Interest expense accrued to convertible notes | ' | 162,563 |
Interest income added to note receivable from stockholder | ' | -3,525 |
Adjustment to record convertible note at fair value | ' | 799,195 |
Stock-based compensation expense | 810,399 | 278,155 |
Loss on increase in fair value of warrant liability | 1,205,900 | 33,063 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -1,372,105 | 122,954 |
Inventories | -160,722 | -339,147 |
Prepaid expense and other assets | -80,072 | -80,658 |
Deferred costs of revenue | -1,541,055 | -384,283 |
Accounts payable | -422,328 | 194,793 |
Accrued liabilities | -108,119 | -169,504 |
Customer advances and deferred revenues | 2,266,179 | 1,267,074 |
Net cash used in operating activities | -12,295,164 | -6,761,753 |
Investing activities: | ' | ' |
Note receivable from stockholder | 103,735 | ' |
Acquisition of property and equipment, net | -917,437 | -49,627 |
Net cash used in investing activities | -813,702 | -49,627 |
Financing activities: | ' | ' |
Principal payments on notes payable | -2,547,261 | -1,046,077 |
Proceeds from Convertible Bridge Notes | ' | 2,000,000 |
Proceeds from issuance of convertible preferred stock and warrants, net of issuance costs | ' | 4,294,259 |
Proceeds from issuance of common stock, net of repurchases and issuance costs | 22,027,089 | 51,634 |
Net cash provided by financing activities | 19,479,828 | 5,299,816 |
Net increase (decrease) in cash | 6,370,962 | -1,511,564 |
Cash at beginning of period | 805,306 | 1,738,662 |
Cash at end of period | 7,176,268 | 227,098 |
Supplemental disclosure of cash flow activities: | ' | ' |
Cash paid for interest | 136,085 | 306,792 |
Cash paid for taxes | 1,698 | 13,903 |
Supplemental disclosure of non-cash activities: | ' | ' |
Conversion of convertible preferred stock to common stock | $27,324,208 | $6,285,033 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2014 | |
Organization [Abstract] | ' |
Organization | ' |
1. Organization | |
Description of Business and Liquidity | |
On January 15, 2014, a wholly-owned subsidiary of Ekso Bionics Holdings, Inc. (formerly known as PN Med Group Inc.), Ekso Acquisition Corp, merged with and into Ekso Bionics, Inc. (the "Merger"). Ekso Bionics, Inc. was the surviving corporation and became a wholly-owned subsidiary of Ekso Bionics Holdings, Inc. As a result of this transaction, Ekso Bionics Holdings, Inc. discontinued its pre-merger operations, acquired the business of Ekso Bionics, Inc. and continues the operations of Ekso Bionics, Inc. as a publicly traded company. See Note 3, The Merger, Offering and Other Related Matters. Ekso Bionics, Inc. was incorporated in January 2005 in the State of Delaware. | |
We are currently headquartered in Richmond, California. We are a leading developer and manufacturer of human bionic exoskeletons and were founded after the University of California at Berkeley's Robotics and Human Engineering Laboratory had a breakthrough in demonstrating human exoskeletons that are more energy efficient than previously thought possible. | |
We are pioneering the field of human exoskeletons to augment human strength, endurance and mobility. We design, develop and sell wearable robots, or "human exoskeletons," that have applications in medical, military, industrial, and consumer markets. Our exoskeleton systems are strapped over the user's clothing, enabling individuals with neurological conditions affecting gait (e.g., spinal cord injury or stroke) to walk again, permitting soldiers to carry heavy loads for long distances while mitigating lower back, knee, and ankle injuries, and allowing industrial workers to perform heavy duty work for extended periods. | |
We also have a collaborative partnership with Lockheed Martin Corporation to develop products for military applications. | |
Ekso Labs is the engineering services division of the Company and is primarily focused on technology development and future applications. In essence it is an exoskeleton laboratory that continually integrates emerging technologies into new product applications and expands on it with our partners. Ekso Labs develops intellectual property through research grants from government organizations, including the Department of Defense. | |
Liquidity | |
Largely as a result of significant research and development activities related to the creation of our advanced technology, we have incurred significant operating losses and negative cash flows from operations since inception. As of September 30, 2014, we had an accumulated deficit of $51.6 million and a stockholders' deficit of $5.9 million. | |
The Company's cash as of September 30, 2014 was $7.2 million compared to $11.0 million at June 30, 2014. During the three months ended September 30, 2014, the Company used $3.6 million of cash in operations compared to $5.6 million and $3.1 million for the three month periods ended March 31, 2014 and June 30, 2014, respectively. The Company believes its cash resources as of September 30, 2014 are sufficient to fund its current business plan, support operations, fund research and development and meet current obligations into the second quarter of 2015. See Note 14. Subsequent Events for a discussion of the issuer tender offer commenced by the Company on October 23, 2014, | |
There can be no assurance that financing will be available when required in sufficient amounts, on acceptable terms or at all. In the event that the necessary additional financing is not obtained, we may have to reduce our discretionary overhead costs substantially, including general and administrative, sales and marketing, and research and development or otherwise curtail operations. | |
Basis_of_Presentation_and_Summ
Basis of Presentation and Summary of Significant Accounting Policies and Estimates | 9 Months Ended |
Sep. 30, 2014 | |
Basis of Presentation and Summary of Significant Accounting Policies and Estimates [Abstract] | ' |
Basis of Presentation and Summary of Significant Accounting Policies and Estimates | ' |
2. Basis of Presentation and Summary of Significant Accounting Policies and Estimates | |
There have been no material changes to our significant accounting policies as compared to those described in our Current Report on Form 8-K/A filed with the SEC on March 31, 2014 other than as noted below in Common Stock Warrants. | |
Basis of Presentation | |
These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for the presentation of interim financial information. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed, or omitted, pursuant to such rules and regulations. The condensed consolidated balance sheet at December 31, 2013 and the condensed consolidated statement of stockholders' deficit for the year ended December 31, 2013 have been derived from the audited consolidated financial statements at that date but do not include all disclosures required for the annual financial statements and should be read in conjunction with our audited consolidated financial statements and notes thereto included as part of our Current Report on Form 8-K/A filed with the SEC on March 31, 2014. | |
In management's opinion, the condensed consolidated financial statements reflect all adjustments (including reclassifications and normal recurring adjustments) necessary to present fairly the financial position at September 30, 2014, and results of operations and cash flows for all periods presented. The interim results presented are not necessarily indicative of results that can be expected for a full year. The condensed consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. | |
Use of Estimates | |
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying footnotes. These estimates include, but are not limited to: revenue recognition, useful lives assigned to long-lived assets, realizability of deferred tax assets, valuation of warrant liabilities, valuation of common and preferred stock options, and the valuation of common stock for purposes of determining stock-based compensation and contingencies. Actual results could differ from those estimates. | |
Concentration of Credit Risk and Other Risks and Uncertainties | |
Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. We maintain our cash accounts in excess of federally insured limits. However, we believe we are not exposed to significant credit risk due to the financial position of the depository institutions in which these deposits are held. | |
We extend credit to customers in the normal course of business and perform ongoing credit evaluations of our customers. Concentrations of credit risk with respect to accounts receivable exist to the full extent of amounts presented in the consolidated financial statements. We do not require collateral from our customers to secure accounts receivable. | |
Accounts receivable are derived from the sale of products shipped and services performed for customers located in the U.S. and throughout the world. Invoices are aged based on contractual terms with the customer. We review accounts receivable for collectability and provide an allowance for credit losses, as needed. We have not experienced any material losses related to accounts receivable as of September 30, 2014 and December 31, 2013. | |
Many of the sales contracts with customers outside of the U.S. are settled in a foreign currency other than the U.S. dollar. We do not enter into any foreign currency hedging agreements and are susceptible to gains and losses from foreign currency fluctuations. To date, we have not experienced significant gains or losses upon settling foreign contracts. | |
As of September 30, 2014, we had one customer with accounts receivable balances totaling 10% or more of our total accounts receivable (24%), compared with two customers as of December 31, 2013 (28% and 19%). | |
In the three months ended September 30, 2014, we had three customers with sales balances of 10% or more of our total customer sales (19%, 17%, and 17%), compared with two customers in the three months ended September 30, 2013 (22% and 16%). In the nine months ended September 30, 2014, we had one customer with a sales balance of 17% of our total customer sales compared to one customer in the nine months ended September 30, 2013 (13%). | |
Common Stock Warrants | |
We account for the common stock warrants issued in connection with our Merger, (see Note 3, The Merger, Offering and Other Related Matters,) in accordance with the guidance in Accounting Standards Codification (“ASC”) 815-40. Under ASC 815-40 the warrants do not meet the criteria for equity treatment and are recorded as a liability. The warrants have an anti-dilution clause that allows for a decrease in the exercise price of the warrants if the Company issues additional shares of common stock without consideration or for consideration per share less than the common stock warrant's exercise price. Accordingly, we classified the warrant instruments as liabilities at their fair market value at the date of the Merger and will re-measure the warrants at each balance sheet date until they are exercised or they expire. Any change in the fair value is recognized as a gain (loss) on warrant liability in our consolidated statement of operations. | |
The fair value of the warrant liability was determined using the binomial lattice pricing model. This model is dependent upon several variables such as the instrument's term, expected strike price, current stock price, risk-free interest rate estimated over the expected term, and the estimated volatility of our stock over the term of the warrant. The expected strike price is estimated based on a weighted average probability analysis of the strike price changes expected during the term as a result of the anti-dilution clause in the agreement. The risk-free rate is based on U.S. Treasury securities with similar maturities as the expected terms of the warrants. The volatility is estimated based on blending the volatility rates for a number of similar publicly-traded companies. | |
Recent Accounting Pronouncements | |
In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers. This standard establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The standard also provides guidance on the recognition of costs related to obtaining and fulfilling customer contracts. The updated guidance is effective for annual reporting periods beginning on or after December 15, 2016, and interim periods within those annual periods. Early adoption is not permitted. Management is still in the process of assessing the impact of ASU 2014-09 on the Company's consolidated financial statements. | |
In June 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-12, Compensation – Stock Compensation. ASU No. 2014-12 relates to share-based payments in which the terms of the award provide that a performance target that affects vesting that could be achieved after the requisite service period is to be treated as a performance condition. ASU No. 2014-12 is effective for annual reporting periods beginning on or after December 15, 2015 and early adoption is permitted. Management is still in the process of assessing the impact of ASU 2014-12 on the Company's consolidated financial statements. | |
In August 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements – Going Concern. Under ASU No. 2014-15, an entity's management is to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity's ability to continue as a going concern within one year after the date that financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable. If such conditions are identified, management is to consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt, with the findings disclosed in the financial statements of the entity. ASU No. 2014-15 is effective for annual reporting periods beginning on or after December 15, 2016 and early adoption is permitted. | |
The_Merger_Offering_and_Other_
The Merger, Offering and Other Related Transactions | 9 Months Ended |
Sep. 30, 2014 | |
The Merger, Offering and Other Related Transactions [Abstract] | ' |
The Merger, Offering and Other Related Transactions | ' |
3. The Merger, Offering and Other Related Transactions | |
As used in these notes to the financial statements, the term “the Company” refers to Ekso Bionics Holdings, Inc. formerly known as PN Med Group, Inc., and its wholly-owned subsidiaries, including Ekso Bionics, Inc. after giving effect to the Merger; the term “Holdings” refers to the business of Ekso Bionics Holdings, Inc. prior to the Merger, and the term “Ekso Bionics” refers to Ekso Bionics, Inc. prior to the Merger. | |
Holdings was incorporated in the State of Nevada on January 30, 2012, as a distributor of medical supplies and equipment to municipalities, hospitals, pharmacies, care centers, and clinics in Chile. At the time of the Merger, Holdings was a “shell company” as defined in Rule 12b-2 of the Exchange Act. Holdings' fiscal year end was previously March 31 but was changed to December 31 in connection with the Merger. | |
On January 15, 2014, Holdings and a newly formed wholly-owned subsidiary of Holdings, Ekso Acquisition Corp. (“Acquisition Sub”) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Ekso Bionics. Under the Merger Agreement, Acquisition Sub merged with and into Ekso Bionics, with Ekso Bionics remaining as the surviving corporation and with the stockholders of Ekso Bionics exchanging all of their common stock, preferred stock and warrants to purchase preferred stock issued and outstanding immediately prior to the closing of the Merger into an aggregate of 42,615,556 shares of Holdings' common stock and warrants to purchase 621,363 shares of common stock. In addition, options to purchase 4,978,645 shares of common stock of Ekso Bionics were converted into options to purchase 7,586,459 shares of common stock of Holdings. These shares are in addition to 5,280,368 outstanding shares of Holdings common stock held by certain pre-Merger stockholders of Holdings, consisting of 4,500,600 shares held by such stockholders prior to the Merger and an additional 779,768 shares issued to such stockholders pursuant to a provision in the Merger Agreement requiring us to issue a number of shares such that the aggregate ownership of the pre-Merger stockholders (not including any shares of common stock purchased by them in the PPO, as defined below) remained approximately 6.8% of the outstanding common stock of the Company following the Merger. | |
Upon the closing of the Merger, under the terms of a split-off agreement and a general release agreement, Holdings transferred all of its pre-Merger operating assets and liabilities to a newly formed wholly-owned special-purpose subsidiary (“Split-Off Subsidiary”), and transferred all of the outstanding shares of capital stock of Split-Off Subsidiary to two individuals who were the pre-Merger majority stockholders of Holdings and Holdings' former officers and sole director (the “Split-Off”), in consideration of and in exchange for (i) the surrender and cancellation of an aggregate of all shares of Holdings' common stock held by such individuals (which were cancelled and resumed the status of authorized but unissued shares of our common stock) and (ii) certain representations, covenants and indemnities. | |
Accounting for Reverse Merger | |
Ekso Bionics, as the accounting acquirer, recorded the merger as the issuance of stock for the net monetary assets of Holdings accompanied by a recapitalization. This accounting was identical to that resulting from a reverse merger, except that no goodwill or intangible assets were recorded. The historical financial statements of Holdings before the Merger have been replaced with the historical financial statements of Ekso Bionics before the Merger in filings with the SEC subsequent to the Merger, including this filing. The Merger is intended to be treated as a tax-free exchange under Section 368(a) of the Internal Revenue Code of 1986, as amended. | |
Retroactive Conversion of all Share and Per Share Amounts | |
In accordance with reverse merger accounting guidance, amounts for Ekso Bionics' historical (pre-merger) common stock, preferred stock and warrants and options to purchase common stock including share and per share amounts have been retroactively adjusted using their respective exchange ratios in these financial statements, except for the pre-Merger amounts shown in the Statement of Stockholders' Deficit or unless otherwise disclosed. The conversion ratios were 1.5238, 1.6290, 1.9548 and 1.9548 for shares of common stock, Series A preferred stock, Series A-2 preferred stock and Series B preferred stock, respectively. | |
Private Placement Offering and Repayment of 2013 Bridge Note | |
As more fully discussed in Note 8, Capitalization and Equity Structure, during January and February 2014, in connection with the Merger, the Company completed multiple closings of a private placement offering (the “PPO”) of 30,300,000 Units (as described below) at a purchase price of $1.00 per Unit, consisting of the sale of 25,300,000 Units for a total of $25,300,000 in cash proceeds and the conversion of senior secured convertible notes issued by Ekso Bionics in November 2013 into 5,000,000 Units and additional warrants to purchase 2,500,000 shares of common stock. The Units consist of one share of common stock and a warrant to purchase one share of stock in the Company. | |
Other warrants, shares and stock options were issued in connection with the Merger as more fully discussed in Note 8, Capitalization and Equity Structure. | |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Measurements [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
4. Fair Value Measurements | |||||||||||||||||
We record our financial assets and liabilities at fair value. The accounting standard for fair value provides a framework for measuring fair value, and defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting standard establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: | |||||||||||||||||
• | Level 1—Quoted prices in active markets for identical assets or liabilities. We consider a market to be active when transactions for the asset occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | ||||||||||||||||
• | Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | ||||||||||||||||
• | Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The valuation of Level 3 assets or liabilities requires the use of significant management judgments or estimation. | ||||||||||||||||
Our fair value hierarchies for our financial assets and liabilities which require fair value measurement on a recurring basis are as follows: | |||||||||||||||||
Total | Quoted Prices in | Significant Other | Significant | ||||||||||||||
Active Markets for | Observable Inputs | Unobservable | |||||||||||||||
Identical Items | (Level 2) | Inputs | |||||||||||||||
(Level 1) | (Level 3) | ||||||||||||||||
30-Sep-14 | |||||||||||||||||
Liabilities: | |||||||||||||||||
Warrant liability | $ | 11,819,450 | $ | – | $ | – | $ | 11,819,450 | |||||||||
31-Dec-13 | |||||||||||||||||
Liabilities: | |||||||||||||||||
Warrant liability | $ | 377,747 | $ | – | $ | – | $ | 377,747 | |||||||||
Convertible debt | $ | 5,062,417 | $ | – | $ | – | $ | 5,062,417 | |||||||||
The following table sets forth a summary of the changes in the fair value of our Level 3 financial liabilities, which were measured at fair value on a recurring basis. | |||||||||||||||||
Warrant liability | Convertible debt | ||||||||||||||||
Beginning balance December 31, 2013 | $ | 377,747 | $ | 5,062,417 | |||||||||||||
Transfer to equity upon settlement | (377,747 | ) | (5,062,417 | ) | |||||||||||||
Fair value of warrants on date of issuance | 10,613,550 | – | |||||||||||||||
Change in fair value of warrants during the period | 1,205,900 | – | |||||||||||||||
Ending balance September 30, 2014 | $ | 11,819,450 | $ | – | |||||||||||||
The fair value of each warrant was determined using a lattice model with the following assumptions: | |||||||||||||||||
September 30, | |||||||||||||||||
2014 | |||||||||||||||||
Dividend yield | – | ||||||||||||||||
Risk-free interest rate | 0.72-1.53 | % | |||||||||||||||
Current share price | $ | 0.84 | |||||||||||||||
Expected term (in years) | 2.30-4.30 | ||||||||||||||||
Volatility | 65-70 | % | |||||||||||||||
Periodic rate | 0.17-66 | % | |||||||||||||||
Periods in the model | 10 | ||||||||||||||||
The warrant liability and convertible debt outstanding as of December 31, 2013 were settled in transactions related to the Merger. See Note 3, The Merger, Offering and Other Related Transactions. | |||||||||||||||||
Customer_Deposits_Advances_and
Customer Deposits, Advances and Deferred Revenues | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Customer Deposits, Advances and Deferred Revenues [Abstract] | ' | ||||||||
Customer Deposits, Advances and Deferred Revenues | ' | ||||||||
5. Customer Deposits, Advances and Deferred Revenues | |||||||||
In connection with our device sales and research services, we often receive cash payments before our earnings process is complete. In these instances, we record the payments as customer deposits or customer advances until the device is shipped to the customer or in the case of research services until the earnings process or milestone is achieved. | |||||||||
As described in our revenue recognition policy for Ekso™ unit sales, revenues are deferred and recognized over the maintenance period. Accordingly, at the time of shipment the amount billed is recorded as deferred revenue. Also, at the time of shipment to the customer, the related inventory is reclassified to deferred cost of revenue where it is amortized to cost of revenue over the same period as the related revenue. | |||||||||
Customer deposits, advances, deferred revenues, and deferred unit costs consist of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Customer deposits and advances | $ | 362,062 | $ | 443,436 | |||||
Deferred Ekso unit revenues | 4,943,023 | 3,462,980 | |||||||
Deferred service, leasing and software revenues | 1,589,431 | 721,921 | |||||||
Customer advances and deferred revenues | 6,894,516 | 4,628,337 | |||||||
Less current portion | (3,454,906 | ) | (2,419,226 | ) | |||||
Customer advances and deferred revenues, non-current | $ | 3,439,610 | $ | 2,209,111 | |||||
Deferred Ekso unit costs | $ | 3,112,952 | $ | 1,571,897 | |||||
Less current portion | (1,369,087 | ) | (768,599 | ) | |||||
Deferred cost of revenue, non-current | $ | 1,743,865 | $ | 803,298 |
Accrued_Liabilities
Accrued Liabilities | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Accrued Liabilities [Abstract] | ' | ||||||||
Accrued Liabilities | ' | ||||||||
6. Accrued Liabilities | |||||||||
Accrued liabilities consist of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Salaries, benefits and related expenses | $ | 839,832 | $ | 657,628 | |||||
Professional fees | 274,389 | 421,966 | |||||||
Warranty expense | 140,335 | 288,110 | |||||||
Taxes | 67,404 | 62,283 | |||||||
Other | – | 812 | |||||||
Total | $ | 1,321,960 | $ | 1,430,799 | |||||
Debt_Instruments
Debt Instruments | 9 Months Ended |
Sep. 30, 2014 | |
Debt Instruments [Abstract] | ' |
Debt Instruments | ' |
7. Debt Instruments | |
Senior Notes Payable and Warrants | |
On April 27, 2011, we entered into a senior note payable agreement with Venture Lending & Leasing VI, Inc. (the “Lender”). The initial loan commitment of $1,500,000 was funded in two tranches: $1,000,000 in April 2011 and $500,000 in October 2011. In May 2012, the Lender funded an additional $3,500,000 under an amendment to the 2011 agreement. The aggregate of $5,000,000 in funded loans is referred to as the “Senior Note Payable”. | |
The Senior Note Payable was interest-only for the first nine months, after which it converted into a fully-amortizing 30-month term note. The Senior Note Payable was secured by substantially all of our assets, including accounts receivable, inventories, property and equipment, and intangible assets, including intellectual property. This security interest terminated upon our payment of the Senior Note Payable in January 2014. | |
Under the 2011 agreement, the Lender received warrants to purchase 128,570 shares of our Series A convertible preferred stock. | |
In connection with the 2012 amendment, the Lender received additional warrants to purchase shares of Series B convertible preferred stock. | |
On January 15, 2014, upon the closing of the Merger and the private placement financing discussed in Note 3, The Merger, Offering and Other Related Transactions, the Senior Note Payable was settled with proceeds from the initial closing of our private placement offering, and the warrants to purchase preferred stock issued to the Lender were exchanged for warrants to purchase common stock, which warrants remain outstanding. As of September 30, 2014 and December 31, 2013, the outstanding principal of the loan amounted to $0 and $2,344,302 respectively. | |
2013 Convertible Bridge Notes | |
In November 2013, in anticipation of the Merger and related PPO Ekso Bionics completed a private placement to accredited investors of $5,000,000 of its senior subordinated secured convertible notes (the “2013 Bridge Notes”). The 2013 Bridge Notes bore interest at 10% per annum and were payable on July 15, 2014, subject to earlier conversion as described below. Interest on the 2013 Bridge Notes was paid at maturity, provided that upon conversion of the 2013 Bridge Notes accrued interest was forgiven. | |
We determined that the 2013 Bridge Notes should be recorded at fair market value at inception and re-measured at each subsequent reporting period. The 2013 Bridge Notes were secured by a second priority security interest on all of our assets, subject to certain limited exceptions. This security interest terminated upon conversion of the 2013 Bridge Notes in connection with the Merger and PPO. | |
On January 15, 2014, upon the closing of the Merger and the PPO, the outstanding principal amount and accrued interest of the 2013 Bridge Notes was converted into Units at a conversion price of $1.00 per Unit. Also, the investors received an additional warrant to purchase a number of shares of Company common stock equal to 50% of the number of shares of Company common stock contained in the Units into which the Bridge Notes were converted (i.e., 2,500,000 shares in the aggregate), at an exercise price of $1.00 per share, for a term of three years (the “Bridge Warrants”). | |
As of September 30, 2014 and December 31, 2013, the outstanding principal of the notes amounted to $0 and $5,062,417 including accrued interest of $0 and $62,417, respectively. | |
Other Notes Payable | |
We also financed certain leasehold improvements to our Richmond, California facility. As of September 30, 2014 and December 31, 2013, the outstanding principal on the loan was $115,297 and $144,041, respectively. In addition, the Company has a long-term capital lease obligation of $13,847. | |
Capitalization_and_Equity_Stru
Capitalization and Equity Structure | 9 Months Ended | ||
Sep. 30, 2014 | |||
Capitalization and Equity Structure [Abstract] | ' | ||
Capitalization and Equity Structure | ' | ||
8. Capitalization and Equity Structure | |||
Merger Agreement, Recapitalization and PPO | |||
As discussed in Note 3. The Merger, Offering and Other Related Transactions, on January 15, 2014 (the “Closing Date”), Ekso Bionics Acquisition Sub and Holdings entered into the Merger Agreement and the Merger closed on the same date. Pursuant to the terms of the Merger Agreement, Acquisition Sub merged with and into Ekso Bionics, which was the surviving corporation and thus became a wholly-owned subsidiary of Holdings. The Merger, PPO and other related transactions are described more fully in our Form 8-K/A filed with the SEC on March 31, 2014. | |||
Share Exchanges | |||
At the closing of the Merger, all of the outstanding capital stock of Ekso Bionics was exchanged for an aggregate of 42,615,556 shares of our common stock. | |||
In addition, pursuant to the Merger Agreement warrants to purchase 407,772 shares of Ekso Bionics' common stock issued and outstanding immediately prior to the closing of the Merger were converted into warrants to purchase 621,363 shares of the Company's common stock. Options to purchase 4,978,645 shares of Ekso Bionics' common stock issued and outstanding immediately prior to the closing of the Merger were converted into options to purchase 7,586,459 shares of the Company's common stock. | |||
Upon the closing of the Merger and the PPO, the $5,000,000 in outstanding principal of the 2013 Bridge Notes automatically converted into Units at a conversion price of $1.00 per Unit, and investors in the 2013 Bridge Notes received warrants to purchase 2,500,000 shares of common stock at an exercise price of $1.00 per share for a term of three years (the “Bridge Warrants”). The Bridge Warrants have weighted average anti-dilution protection, subject to customary exceptions. | |||
Concurrently with the closing of the Merger and in contemplation of the Merger, the Company held a closing of the PPO in which it sold 20,580,000 Units (including Units issued upon conversion of the Bridge Notes as described above), at a purchase price of $1.00 per Unit, each Unit consisting of one share of our common stock and a warrant to purchase one share of common stock with an exercise price per share of $2.00 and a term of 5 years (the “PPO Warrants”). Between January 29, 2014 and February 6, 2014, the Company issued an additional 9,720,000 Units in subsequent closings of the PPO. | |||
Investors in the Units have weighted average anti-dilution protection with respect to the shares of common stock included in the Units if within 24 months after the final closing of the PPO the Company issues additional shares of common stock or common stock equivalents (subject to customary exceptions, including but not limited to issuances of awards under the Company's 2014 Equity Incentive Plan) for consideration per share less than $1.00. The PPO warrants have weighted average anti-dilution protection, subject to customary exceptions. | |||
In connection with the conversion of the 2013 Bridge Notes and the PPO, the Placement Agent and its sub-agents were paid an aggregate commission of $3,030,000 and were issued warrants to purchase an aggregate of 500,000 shares of our common stock, with an exercise price per share of $1.00 and a term of five years (“Bridge Agent Warrants”) and warrants to purchase an aggregate of 2,500,000 shares of common stock with a term of five years and an exercise price of $1.00 per share (the “PPO Agent Warrants”). The Bridge Agent Warrants and PPO Agent Warrants have weighted average anti-dilution protection, subject to customary exceptions. | |||
2014 Equity Incentive Plan | |||
Before the Merger, the Board of Directors adopted, and the stockholders approved, the 2014 Equity Incentive Plan, which provides for the issuance of incentive awards of up to 14,410,000 shares of common stock to officers, key employees, consultants and directors. In connection with the Merger, options to purchase Ekso Bionics common stock outstanding immediately prior to the Merger were converted into an aggregate of 7,586,459 shares of Holdings issued under the 2014 Equity Incentive Plan. | |||
On the closing of the Merger, the Board granted to officers and directors options to purchase an aggregate of 2,300,000 shares of common stock under the 2014 Plan. | |||
Summary Capitalization Subsequent to Merger and PPO | |||
The Company's authorized capital stock at September 30, 2014 consisted of 500,000,000 shares of common stock and 10,000,000 shares of preferred stock. At September 30, 2014, 78,584,173 shares of common stock were issued and outstanding, and no shares of preferred stock were issued and outstanding. | |||
Common Stock | |||
The holders of outstanding shares of common stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends at such times and in such amounts as the Board of Directors from time to time may determine. Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. There is no cumulative voting for the election of directors. The common stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of the Company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the common stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors. Each outstanding share of common stock is duly and validly issued, fully paid and non-assessable. | |||
Preferred Stock | |||
We may issue shares of preferred stock from time to time in one or more series, each of which will have such distinctive designation or title as shall be determined by our Board of Directors and will have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of preferred stock as may be adopted from time to time by the Board of Directors. | |||
Options on Common Stock | |||
Options to purchase an aggregate of 9,910,969 shares of our common stock have been issued and are outstanding under the 2014 Equity Incentive Plan, as described in Note 9. Stock-based Compensation Plans and Awards: | |||
Warrants | |||
As of the September 30, 2014: | |||
• | The Bridge Warrants entitle their holders to purchase 2,500,000 shares of common stock, with a term of three years and an exercise price of $1.00 per share. | ||
• | The Bridge Agent Warrants entitle their holders to purchase 500,000 shares of common stock, with a term of five years and an exercise price of $1.00 per share. | ||
• | The PPO Warrants entitle their holders to purchase 30,300,000 shares of common stock, with a term of five years and an exercise price of $2.00 per share. | ||
• | The PPO Agent Warrants entitle their holders to purchase 2,530,000 shares of common stock, with a term of five years and an exercise price of $1.00 per share. | ||
• | Holders of warrants to purchase Ekso Bionics, Inc. common stock prior to the Merger hold warrants to purchase 621,363 shares of common stock, which expire on various dates from June 1, 2022 to August 30, 2023 and have an exercise price of $1.38 per share. These warrants may, at the option of the holders, be exercised on a “cashless exercise” basis, which means that in lieu of paying the aggregate exercise price for the shares being purchased upon exercise of the warrants for cash, the holder will forfeit a number of shares underlying the warrants with a “fair market value” equal to such aggregate exercise price. We will not receive additional proceeds to the extent these warrants are exercised on a “cashless exercise” basis. | ||
• | Other warrants entitle their holders to purchase 225,000 shares of common stock, with a term of three years and an exercise price of $1.00 per share. | ||
The outstanding warrants, other than those converted from warrants to purchase Ekso Bionics common stock, contain “weighted average” anti-dilution protection in the event that we issue common stock or securities convertible into or exercisable for shares of common stock at a price lower than the subject warrant's exercise price, subject to certain customary exceptions, as well as customary provisions for adjustment in the event of stock splits, subdivision or combination, mergers, etc. | |||
The fair value of the warrant liability was determined using the binomial lattice pricing model. This model is dependent upon several variables such as the instrument's term, expected strike price, risk-free interest rate estimated over the expected term, and the estimated volatility of our stock over the term of warrant. The expected strike price is estimated based on a weighted average probability analysis of the strike price changes expected during the term as a result of the anti-dilution clause in the agreement. The risk-free rate is based on U.S. Treasury securities with similar maturities as the expected terms of the warrants. The volatility is estimated based on blending the volatility rates for a number of similar publicly-traded companies. | |||
See Note 14. Subsequent Events for additional information concerning the Company's outstanding warrants, including a discussion of the issuer tender offer with respect to the PPO Warrants commenced by the Company on October 23, 2014. | |||
Stockbased_Compensation_Plans_
Stock-based Compensation Plans and Awards | 9 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||
Stock-based Compensation Plans and Awards [Abstract] | ' | |||||||||||||||||||||||||||
Stock-based Compensation Plans and Awards | ' | |||||||||||||||||||||||||||
9. Stock-based Compensation Plans and Awards | ||||||||||||||||||||||||||||
In January 2014, the Board of Directors adopted the 2014 Equity Incentive Plan. In connection with the Merger, options previously issued under the 2007 Equity Incentive Plan were converted into options to purchase shares of the Company's common stock under the 2014 Equity Incentive Plan. Under the terms of the 2014 Equity Incentive Plan, the Board of Directors may award stock, options, or similar rights having either a fixed or variable price related to the fair market value of the shares and with an exercise or conversion privilege related to the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any other security with the value derived from the value of the shares. Such awards include stock options, restricted stock, restricted stock units, stock appreciation rights and dividend equivalent rights. | ||||||||||||||||||||||||||||
The Board of Directors may grant stock options under the 2014 Equity Incentive Plan at a price of not less than 100% of the fair market value of our common stock on the date the option is granted. Incentive stock options granted to employees who, on the date of grant, own stock representing more than 10% of the voting power of all of our classes of stock are granted at an exercise price of not less than 110% of the fair market value of our common stock. The maximum term of these incentive stock options, granted to employees who own stock possessing more than 10% of the voting power of all classes of the our stock, may not exceed five years. The maximum term of an incentive stock option granted to any other participant may not exceed ten years. Subject to the limitations discussed above, the Board of Directors determines the term and exercise or purchase price of other awards granted under the 2014 Equity Incentive Plan. The Board of Directors also determines the terms and conditions of awards, including the vesting schedule and any forfeiture provisions. Awards under the 2014 Equity Incentive Plan may vest upon the passage of time or upon the attainment of certain performance criteria established by the Board of Directors. | ||||||||||||||||||||||||||||
We may from time to time grant options to purchase common stock to non-employees for advisory and consulting services. Pursuant to ASC 505-50, Equity-Based Payments to Non-Employees, we periodically remeasure the fair value of these stock options using the Black-Scholes option pricing model and recognize expense ratably over the vesting period of each stock option award. Non-employee stock compensation is included in the Condensed Consolidated Statements of Operation in general and administrative, research and development or sales and marketing expenses, depending upon the nature of the non-employee services provided. | ||||||||||||||||||||||||||||
The following table summarizes information about the Company's stock outstanding at September 30, 2014, and activity during the nine-month period then ended: | ||||||||||||||||||||||||||||
Weighted- | ||||||||||||||||||||||||||||
Average | ||||||||||||||||||||||||||||
Weighted- | Remaining | Aggregate | ||||||||||||||||||||||||||
Stock | Average | Contractual | Intrinsic | |||||||||||||||||||||||||
Awards | Exercise Price | Life (Years) | Value | |||||||||||||||||||||||||
Balance as of December 31, 2013 | 7,555,327 | $ | 0.45 | |||||||||||||||||||||||||
Options granted | 3,461,391 | $ | 1.35 | |||||||||||||||||||||||||
Options exercised | (228,306 | ) | $ | 0.31 | ||||||||||||||||||||||||
Options forfeited | (749,901 | ) | $ | 1.13 | ||||||||||||||||||||||||
Options cancelled | (127,542 | ) | $ | 0.47 | ||||||||||||||||||||||||
Balance as of September 30, 2014 | 9,910,969 | $ | 0.72 | 7.45 | $ | 2,704,099 | ||||||||||||||||||||||
Vested and expected to vest at September 30, 2014 | 9,276,442 | $ | 0.69 | 7.34 | $ | 2,645,583 | ||||||||||||||||||||||
Exercisable as of September 30, 2014 | 4,710,443 | $ | 0.41 | 5.87 | $ | 2,093,011 | ||||||||||||||||||||||
As of September 30, 2104, total unrecognized compensation cost related to unvested stock options was $2.4 million. This amount is expected to be recognized as stock-based compensation expense in the Company's consolidated statements of operations over the remaining weighted average vesting period of 2.58 years. | ||||||||||||||||||||||||||||
The per-share fair value of each stock option was determined on the date of grant using the Black-Scholes option pricing model using the following assumptions: | ||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||
Expected life (in years) | - | 9.87 | 6.08-10.0 | 5.0-6.0 | ||||||||||||||||||||||||
Risk-free interest rate | - | 2.61 | % | 1.74-2.61 | % | 0.83-1.68 | % | |||||||||||||||||||||
Expected volatility | - | 66 | % | 65.66-66.46 | % | 68 | % | |||||||||||||||||||||
Expected dividend yield | - | 0 | % | 0 | % | 0 | % | |||||||||||||||||||||
Total stock-based compensation expense related to options granted to employees and non-employees was included in the unaudited Condensed Consolidated Statements of Operations as follows: | ||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||
Stock-based compensation expenses: | ||||||||||||||||||||||||||||
Sales and marketing | $ | 8,798 | $ | 29,855 | $ | 259,734 | $ | 80,421 | ||||||||||||||||||||
Research and development | 36,143 | 20,909 | 126,039 | 55,990 | ||||||||||||||||||||||||
General and administrative | 72,389 | 56,869 | 424,626 | 141,744 | ||||||||||||||||||||||||
$ | 117,330 | $ | 107,633 | $ | 810,399 | $ | 278,155 | |||||||||||||||||||||
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2014 | |
Income Taxes [Abstract] | ' |
Income Taxes | ' |
10. Income Taxes | |
The effective tax rate for the three and nine months ended September 30, 2014 was less than one percent based on the estimated tax loss for the fiscal year. There were no material changes to the unrecognized tax benefits in the nine months ended September 30, 2014 and the Company does not expect significant changes to unrecognized tax benefits through the end of the fiscal year. Because of the Company's history of tax losses, all years remain open to tax audit. | |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies [Abstract] | ' |
Commitments and Contingencies | ' |
11. Commitments and Contingencies | |
Contingencies | |
In the normal course of business, we may be subject to various legal matters. As of September 30, 2014 we were not a party to any legal matters that could have a material affect on our consolidated financial position, results of operations or cash flows. | |
Material Contracts | |
We enter into various license, research collaboration and development agreements which provide for payments to us for government grants, fees, cost reimbursements typically with a markup, technology transfer and license fees, and royalty payments on sales. As of September 30, 2014 we were not a party to any agreements that were not in the normal course of our business. | |
In connection with the PPO, we entered into a Registration Rights Agreement, pursuant to which we agreed that promptly, but no later than 90 calendar days from the final closing of the PPO, the Company would file a registration statement with the SEC (the “Registration Statement”) covering the resale of (a) the shares of common stock issued in the PPO (including those issued upon conversion of the Bridge Notes), (b) the shares of common stock issuable upon exercise of the Bridge Warrants, (c) the shares of common stock issuable upon exercise of the PPO Warrants, and (d) the shares of common stock underlying Bridge Agent Warrants and PPO Agent Warrants (the “Registrable Shares”). On June 9, 2014, we filed the Registration Statement on Form S-1/A (No. 333-195783) and on June 20, 2014 the Registration Statement was declared effective. | |
The Company must use commercially reasonable efforts to keep the Registration Statement effective for one year from the date it is declared effective by the SEC or until Rule 144 is available to the holders of Registrable Shares to sell all of their registrable shares without volume limitations within a 90 day period, whichever is earlier. During such time, the Company will be required to pay “Liquidated Damages”, defined below, if the Registration Statement, after being filed and declared effective, ceases to be continuously effective for more than 30 calendar days. | |
The Liquidated Damages consist of payment to each holder of Registrable Securities in an amount equal to 1.0% of the PPO offering price per share for each full month that the Registration Statement is not effective, up to a maximum of 8% of the PPO offering price per share (the “Liquidated Damages”). As of September 30, 2014, we have determined that it is very unlikely that we will incur liquidation damages and as such have not established a liability for liquidated damages. | |
Net_Income_Loss_Per_Share
Net Income (Loss) Per Share | 9 Months Ended | |||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||
Net Income (Loss) Per Share [Abstract] | ' | |||||||||||||||||||||
Net Income (Loss) Per Share | ' | |||||||||||||||||||||
12. Net Income (Loss) Per Share | ||||||||||||||||||||||
Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares outstanding for the period. Diluted net income (loss) per share is calculated by adjusting the numerator and denominator of the basic net income (loss) per share to gives effect to all potentially dilutive common shares. The potentially dilutive securities include stock options and warrants. Diluted net income (loss) per share also gives effect to potential adjustments to the numerator for changes resulting from the revaluation of warrants to fair value for the period, even if the Company is in a net loss position, if the effect would result in more dilution. | ||||||||||||||||||||||
The following table is a reconciliation of the numerators and denominators used in the calculation of basic and diluted net loss per share computations for the three and nine months ended September 30, 2014 and 2013; | ||||||||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||
Numerator: | ||||||||||||||||||||||
Net income (loss) used to compute net income (loss) per share | ||||||||||||||||||||||
Basic | $ | 12,024,361 | $ | (1,893,924 | ) | $ | (13,614,016 | ) | $ | (9,090,634 | ) | |||||||||||
Less gain on change in fair value of warrant liability | (15,773,100 | ) | – | – | – | |||||||||||||||||
Diluted, as adjusted | $ | (3,748,739 | ) | $ | (1,893,924 | ) | $ | (13,614,016 | ) | $ | (9,090,634 | ) | ||||||||||
Denominator: | ||||||||||||||||||||||
Weighted-average common shares outstanding used in computing basic net income (loss) per share | ||||||||||||||||||||||
Basic | 78,513,144 | 21,085,283 | 74,943,169 | 20,937,488 | ||||||||||||||||||
Dilutive effect of warrants | 750,653 | – | – | – | ||||||||||||||||||
Dilutive effect of stock options | 4,072,574 | – | – | – | ||||||||||||||||||
Diluted, as adjusted | 83,336,371 | 21,085,283 | 74,943,169 | 20,937,488 | ||||||||||||||||||
Net income (loss) per share, basic | $ | 0.15 | $ | (0.09 | ) | $ | (0.18 | ) | $ | (0.43 | ) | |||||||||||
Net loss per share, diluted | $ | (0.04 | ) | $ | (0.09 | ) | $ | (0.18 | ) | $ | (0.43 | ) | ||||||||||
The following potential common shares and warrants outstanding were excluded from the computation of diluted net loss per share because including them would have been anti-dilutive: | ||||||||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||
Options to purchase common stock | – | 7,335,135 | 3,724,529 | 7,335,135 | ||||||||||||||||||
Warrants | – | – | 8,407,084 | – | ||||||||||||||||||
Total common stock equivalents | – | 7,335,135 | 12,131,613 | 7,335,135 | ||||||||||||||||||
A total of 5,280,368 shares of common stock held by pre-Merger stockholders of Holdings as described in Note 3, The Merger, Offering and Other Related Transactions have been retroactively reflected as outstanding for the three and nine months ended September 30, 2014 and 2013 for purposes of determining the basic and diluted net loss per share in the accompanying Condensed Consolidated Statements of Operations. | ||||||||||||||||||||||
Segment_Disclosures
Segment Disclosures | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Segment Disclosures [Abstract] | ' | ||||||||||||||||
Segment Disclosures | ' | ||||||||||||||||
13. Segment Disclosures | |||||||||||||||||
We have two reportable segments, Engineering Services and Medical Devices. Engineering Services generates revenue principally from collaborative research and development service arrangements, technology license agreements, and government grants where we use our robotics domain knowledge in bionic exoskeletons to bid on and procure contracts and grants from entities such as the United States Special Operations Command, the Defense Advanced Research Projects Agency and the National Science Foundation. The Medical Devices segment designs, engineers, and manufactures and sells exoskeletons for applications in the medical markets. | |||||||||||||||||
We evaluate performance and allocate resources based on segment gross profit margin. The reportable segments are each managed separately because they serve distinct markets, and one segment provides a service and the other manufactures and distributes a unique product. We do not consider net assets as a segment measure and, accordingly, assets are not allocated. | |||||||||||||||||
Segment reporting information is as follows: | |||||||||||||||||
Engineering | Medical | ||||||||||||||||
Services | Devices | Total | |||||||||||||||
Three months ended September 30, 2014 | |||||||||||||||||
Revenue | $ | 799,884 | $ | 788,299 | $ | 1,588,183 | |||||||||||
Cost of revenue | 529,657 | 578,737 | 1,108,394 | ||||||||||||||
Gross profit (loss) | $ | 270,227 | $ | 209,562 | $ | 479,789 | |||||||||||
Three months ended September 30, 2013 | |||||||||||||||||
Revenue | $ | 417,082 | $ | 416,682 | $ | 833,764 | |||||||||||
Cost of revenue | 287,468 | 245,575 | 533,043 | ||||||||||||||
Gross profit | $ | 129,614 | $ | 171,107 | $ | 300,721 | |||||||||||
Nine months ended September 30, 2014 | |||||||||||||||||
Revenue | $ | 1,841,355 | $ | 2,005,592 | $ | 3,846,947 | |||||||||||
Cost of revenue | 1,431,802 | 1,410,285 | 2,842,087 | ||||||||||||||
Gross profit | $ | 409,553 | $ | 595,307 | $ | 1,004,860 | |||||||||||
Nine months ended September 30, 2013 | |||||||||||||||||
Revenue | $ | 1,375,010 | $ | 1,138,995 | $ | 2,514,005 | |||||||||||
Cost of revenue | 1,018,801 | 775,007 | 1,793,808 | ||||||||||||||
Gross profit | $ | 356,209 | $ | 363,988 | $ | 720,197 | |||||||||||
Geographic information for revenue based on location of customer is as follows: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
North America | $ | 1,271,149 | $ | 700,316 | $ | 3,102,292 | $ | 2,195,004 | |||||||||
Europe, Middle East Asia | 317,034 | 133,448 | 744,655 | 319,001 | |||||||||||||
$ | 1,588,183 | $ | 833,764 | $ | 3,846,947 | $ | 2,514,005 | ||||||||||
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
14. Subsequent Events | |
On October 23, 2014, the Company commenced an issuer tender offer with respect to certain warrants to purchase common stock of the Company in order to provide the holders thereof with the opportunity to amend and exercise their warrants upon the terms and subject to the conditions set forth in the Company's tender offer statement on Schedule TO and the related exhibits included therein (the “Offering Materials”) filed with the Securities and Exchange Commission (the “SEC”) on October 23, 2014. | |
The Company is offering to amend, upon the terms and subject to the conditions set forth in the Offering Materials, warrants to purchase an aggregate of 30,300,000 shares of common stock of the Company (the “Offer to Amend and Exercise”), consisting of outstanding warrants to purchase 30,300,000 shares of the Company's common stock (the “Warrant Shares”) at an exercise price of $2.00 per share, issued to investors participating in the Company's private placement financing with respect to which closings occurred on January 15, 2014, January 29, 2014 and February 6, 2014 (the “PPO Warrants”). | |
Pursuant to the Offer to Amend and Exercise, the PPO Warrants of holders who elect to participate in the Offer to Amend and Exercise will be amended (the “Amended Warrants”) to: (i) reduce the exercise price to $1.00 per share of common stock in cash, (ii) shorten the exercise period so that they expire concurrently with the expiration of the Offer to Amend and Exercise at 9:00 p.m. (Pacific Time) on November 20, 2014, as such expiration date may be extended by the Company in its sole discretion (the “Expiration Date”), (iii) delete any price-based anti-dilution provisions; (iv) restrict the ability of the holder of shares issuable upon exercise of the Amended Warrants to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of such shares without the prior written consent of the Company for a period of fifty (50) days after the Expiration Date (the “Lock-Up Period”); and (v) provide that a holder, acting alone or with others, will agree not to effect any purchases or sales of any securities of the Company in any “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any type of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) or similar arrangements, or sales or other transactions through non-U.S. broker dealers or foreign regulated brokers through the expiration of the Lock-Up Period. | |
The purpose of the Offer to Amend and Exercise is to encourage the amendment and exercise of the PPO Warrants by significantly reducing both the exercise price and the exercise period of the PPO Warrants in order to help the Company reduce its outstanding warrant liability and to provide funds to support the Company's operations. | |
The Company believes the Offer to Amend and Exercise will help the Company reduce the warrant liability recorded by the Company on its financial statements, which is an impediment to the Company's longer term goal to pursue a listing of its common stock on a national securities exchange. Due to the price-based weighted-average anti-dilution provisions contained in the PPO Warrants, the Company is required to record a derivative liability on its balance sheet each fiscal quarter for these warrants for so long as they are not exercised and have not expired. In addition, the Company is required to record any change in the value of the warrants on a quarterly basis. The warrant liability is primarily affected by changes in the Company's stock price, which causes the warrant liability to fluctuate as the market price of the Company's stock fluctuates. The warrant liability required to be recorded by the Company may have the adverse effect of substantially reducing the Company's stockholders' equity. The initial listing standards applicable to the Company for both the NYSE MKT and NASDAQ require that a company meet minimum stockholders' equity requirements. | |
The Company plans to use the net proceeds from the Offer to Amend and Exercise to fund its ongoing operations, including the Company's efforts to accelerate adoption of its Ekso TM in the medical rehabilitation market, to develop its medical product offerings for use outside the rehabilitation environment, and to explore opportunities in able-bodied exoskeleton applications on its own or with partners. | |
Basis_of_Presentation_and_Summ1
Basis of Presentation and Summary of Significant Accounting Policies and Estimates (Policy) | 9 Months Ended |
Sep. 30, 2014 | |
Basis of Presentation and Summary of Significant Accounting Policies and Estimates [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for the presentation of interim financial information. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed, or omitted, pursuant to such rules and regulations. The condensed consolidated balance sheet at December 31, 2013 and the condensed consolidated statement of stockholders' deficit for the year ended December 31, 2013 have been derived from the audited consolidated financial statements at that date but do not include all disclosures required for the annual financial statements and should be read in conjunction with our audited consolidated financial statements and notes thereto included as part of our Current Report on Form 8-K/A filed with the SEC on March 31, 2014. | |
In management's opinion, the condensed consolidated financial statements reflect all adjustments (including reclassifications and normal recurring adjustments) necessary to present fairly the financial position at September 30, 2014, and results of operations and cash flows for all periods presented. The interim results presented are not necessarily indicative of results that can be expected for a full year. The condensed consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying footnotes. These estimates include, but are not limited to: revenue recognition, useful lives assigned to long-lived assets, realizability of deferred tax assets, valuation of warrant liabilities, valuation of common and preferred stock options, and the valuation of common stock for purposes of determining stock-based compensation and contingencies. Actual results could differ from those estimates. | |
Concentration of Credit Risk and Other Risks and Uncertainties | ' |
Concentration of Credit Risk and Other Risks and Uncertainties | |
Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. We maintain our cash accounts in excess of federally insured limits. However, we believe we are not exposed to significant credit risk due to the financial position of the depository institutions in which these deposits are held. | |
We extend credit to customers in the normal course of business and perform ongoing credit evaluations of our customers. Concentrations of credit risk with respect to accounts receivable exist to the full extent of amounts presented in the consolidated financial statements. We do not require collateral from our customers to secure accounts receivable. | |
Accounts receivable are derived from the sale of products shipped and services performed for customers located in the U.S. and throughout the world. Invoices are aged based on contractual terms with the customer. We review accounts receivable for collectability and provide an allowance for credit losses, as needed. We have not experienced any material losses related to accounts receivable as of September 30, 2014 and December 31, 2013. | |
Many of the sales contracts with customers outside of the U.S. are settled in a foreign currency other than the U.S. dollar. We do not enter into any foreign currency hedging agreements and are susceptible to gains and losses from foreign currency fluctuations. To date, we have not experienced significant gains or losses upon settling foreign contracts. | |
As of September 30, 2014, we had one customer with accounts receivable balances totaling 10% or more of our total accounts receivable (24%), compared with two customers as of December 31, 2013 (28% and 19%). | |
In the three months ended September 30, 2014, we had three customers with sales balances of 10% or more of our total customer sales (19%, 17%, and 17%), compared with two customers in the three months ended September 30, 2013 (22% and 16%). In the nine months ended September 30, 2014, we had one customer with a sales balance of 17% of our total customer sales compared to one customer in the nine months ended September 30, 2013 (13%). | |
Common Stock Warrants | ' |
Common Stock Warrants | |
We account for the common stock warrants issued in connection with our Merger, (see Note 3, The Merger, Offering and Other Related Matters,) in accordance with the guidance in Accounting Standards Codification (“ASC”) 815-40. Under ASC 815-40 the warrants do not meet the criteria for equity treatment and are recorded as a liability. The warrants have an anti-dilution clause that allows for a decrease in the exercise price of the warrants if the Company issues additional shares of common stock without consideration or for consideration per share less than the common stock warrant's exercise price. Accordingly, we classified the warrant instruments as liabilities at their fair market value at the date of the Merger and will re-measure the warrants at each balance sheet date until they are exercised or they expire. Any change in the fair value is recognized as a gain (loss) on warrant liability in our consolidated statement of operations. | |
The fair value of the warrant liability was determined using the binomial lattice pricing model. This model is dependent upon several variables such as the instrument's term, expected strike price, current stock price, risk-free interest rate estimated over the expected term, and the estimated volatility of our stock over the term of the warrant. The expected strike price is estimated based on a weighted average probability analysis of the strike price changes expected during the term as a result of the anti-dilution clause in the agreement. The risk-free rate is based on U.S. Treasury securities with similar maturities as the expected terms of the warrants. The volatility is estimated based on blending the volatility rates for a number of similar publicly-traded companies. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers. This standard establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The standard also provides guidance on the recognition of costs related to obtaining and fulfilling customer contracts. The updated guidance is effective for annual reporting periods beginning on or after December 15, 2016, and interim periods within those annual periods. Early adoption is not permitted. Management is still in the process of assessing the impact of ASU 2014-09 on the Company's consolidated financial statements. | |
In June 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-12, Compensation – Stock Compensation. ASU No. 2014-12 relates to share-based payments in which the terms of the award provide that a performance target that affects vesting that could be achieved after the requisite service period is to be treated as a performance condition. ASU No. 2014-12 is effective for annual reporting periods beginning on or after December 15, 2015 and early adoption is permitted. Management is still in the process of assessing the impact of ASU 2014-12 on the Company's consolidated financial statements. | |
In August 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements – Going Concern. Under ASU No. 2014-15, an entity's management is to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity's ability to continue as a going concern within one year after the date that financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable. If such conditions are identified, management is to consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt, with the findings disclosed in the financial statements of the entity. ASU No. 2014-15 is effective for annual reporting periods beginning on or after December 15, 2016 and early adoption is permitted. | |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Measurements [Abstract] | ' | ||||||||||||||||
Schedule of Assets and Liabilities Measured at Fair Value | ' | ||||||||||||||||
Our fair value hierarchies for our financial assets and liabilities which require fair value measurement on a recurring basis are as follows: | |||||||||||||||||
Total | Quoted Prices in | Significant Other | Significant | ||||||||||||||
Active Markets for | Observable Inputs | Unobservable | |||||||||||||||
Identical Items | (Level 2) | Inputs | |||||||||||||||
(Level 1) | (Level 3) | ||||||||||||||||
30-Sep-14 | |||||||||||||||||
Liabilities: | |||||||||||||||||
Warrant liability | $ | 11,819,450 | $ | – | $ | – | $ | 11,819,450 | |||||||||
31-Dec-13 | |||||||||||||||||
Liabilities: | |||||||||||||||||
Warrant liability | $ | 377,747 | $ | – | $ | – | $ | 377,747 | |||||||||
Convertible debt | $ | 5,062,417 | $ | – | $ | – | $ | 5,062,417 | |||||||||
Summary of Changes in Fair Value of Level 3 Liabilities | ' | ||||||||||||||||
The following table sets forth a summary of the changes in the fair value of our Level 3 financial liabilities, which were measured at fair value on a recurring basis. | |||||||||||||||||
Warrant liability | Convertible debt | ||||||||||||||||
Beginning balance December 31, 2013 | $ | 377,747 | $ | 5,062,417 | |||||||||||||
Transfer to equity upon settlement | (377,747 | ) | (5,062,417 | ) | |||||||||||||
Fair value of warrants on date of issuance | 10,613,550 | – | |||||||||||||||
Change in fair value of warrants during the period | 1,205,900 | – | |||||||||||||||
Ending balance September 30, 2014 | $ | 11,819,450 | $ | – | |||||||||||||
Schedule of Fair Value Assumptions | ' | ||||||||||||||||
The fair value of each warrant was determined using a lattice model with the following assumptions: | |||||||||||||||||
September 30, | |||||||||||||||||
2014 | |||||||||||||||||
Dividend yield | – | ||||||||||||||||
Risk-free interest rate | 0.72-1.53 | % | |||||||||||||||
Current share price | $ | 0.84 | |||||||||||||||
Expected term (in years) | 2.30-4.30 | ||||||||||||||||
Volatility | 65-70 | % | |||||||||||||||
Periodic rate | 0.17-66 | % | |||||||||||||||
Periods in the model | 10 | ||||||||||||||||
Customer_Deposits_Advances_and1
Customer Deposits, Advances and Deferred Revenues (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Customer Deposits, Advances and Deferred Revenues [Abstract] | ' | ||||||||
Schedule of Customer Advances and Deferred Revenues | ' | ||||||||
Customer deposits, advances, deferred revenues, and deferred unit costs consist of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Customer deposits and advances | $ | 362,062 | $ | 443,436 | |||||
Deferred Ekso unit revenues | 4,943,023 | 3,462,980 | |||||||
Deferred service, leasing and software revenues | 1,589,431 | 721,921 | |||||||
Customer advances and deferred revenues | 6,894,516 | 4,628,337 | |||||||
Less current portion | (3,454,906 | ) | (2,419,226 | ) | |||||
Customer advances and deferred revenues, non-current | $ | 3,439,610 | $ | 2,209,111 | |||||
Deferred Ekso unit costs | $ | 3,112,952 | $ | 1,571,897 | |||||
Less current portion | (1,369,087 | ) | (768,599 | ) | |||||
Deferred cost of revenue, non-current | $ | 1,743,865 | $ | 803,298 |
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Accrued Liabilities [Abstract] | ' | ||||||||
Schedule of Accrued Expenses and Other Current Liabilities | ' | ||||||||
Accrued liabilities consist of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Salaries, benefits and related expenses | $ | 839,832 | $ | 657,628 | |||||
Professional fees | 274,389 | 421,966 | |||||||
Warranty expense | 140,335 | 288,110 | |||||||
Taxes | 67,404 | 62,283 | |||||||
Other | – | 812 | |||||||
Total | $ | 1,321,960 | $ | 1,430,799 |
Stockbased_Compensation_Plans_1
Stock-based Compensation Plans and Awards (Tables) | 9 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||
Stock-based Compensation Plans and Awards [Abstract] | ' | |||||||||||||||||||||||||||
Summary of Stock Option Activity | ' | |||||||||||||||||||||||||||
The following table summarizes information about the Company's stock outstanding at September 30, 2014, and activity during the nine-month period then ended: | ||||||||||||||||||||||||||||
Weighted- | ||||||||||||||||||||||||||||
Average | ||||||||||||||||||||||||||||
Weighted- | Remaining | Aggregate | ||||||||||||||||||||||||||
Stock | Average | Contractual | Intrinsic | |||||||||||||||||||||||||
Awards | Exercise Price | Life (Years) | Value | |||||||||||||||||||||||||
Balance as of December 31, 2013 | 7,555,327 | $ | 0.45 | |||||||||||||||||||||||||
Options granted | 3,461,391 | $ | 1.35 | |||||||||||||||||||||||||
Options exercised | (228,306 | ) | $ | 0.31 | ||||||||||||||||||||||||
Options forfeited | (749,901 | ) | $ | 1.13 | ||||||||||||||||||||||||
Options cancelled | (127,542 | ) | $ | 0.47 | ||||||||||||||||||||||||
Balance as of September 30, 2014 | 9,910,969 | $ | 0.72 | 7.45 | $ | 2,704,099 | ||||||||||||||||||||||
Vested and expected to vest at September 30, 2014 | 9,276,442 | $ | 0.69 | 7.34 | $ | 2,645,583 | ||||||||||||||||||||||
Exercisable as of September 30, 2014 | 4,710,443 | $ | 0.41 | 5.87 | $ | 2,093,011 | ||||||||||||||||||||||
Schedule of Fair Value Calculation Assumptions | ' | |||||||||||||||||||||||||||
The per-share fair value of each stock option was determined on the date of grant using the Black-Scholes option pricing model using the following assumptions: | ||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||
Expected life (in years) | - | 9.87 | 6.08-10.0 | 5.0-6.0 | ||||||||||||||||||||||||
Risk-free interest rate | - | 2.61 | % | 1.74-2.61 | % | 0.83-1.68 | % | |||||||||||||||||||||
Expected volatility | - | 66 | % | 65.66-66.46 | % | 68 | % | |||||||||||||||||||||
Expected dividend yield | - | 0 | % | 0 | % | 0 | % | |||||||||||||||||||||
Allocation of Stock Option Compensation Expense | ' | |||||||||||||||||||||||||||
Total stock-based compensation expense related to options granted to employees and non-employees was included in the unaudited Condensed Consolidated Statements of Operations as follows: | ||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||
Stock-based compensation expenses: | ||||||||||||||||||||||||||||
Sales and marketing | $ | 8,798 | $ | 29,855 | $ | 259,734 | $ | 80,421 | ||||||||||||||||||||
Research and development | 36,143 | 20,909 | 126,039 | 55,990 | ||||||||||||||||||||||||
General and administrative | 72,389 | 56,869 | 424,626 | 141,744 | ||||||||||||||||||||||||
$ | 117,330 | $ | 107,633 | $ | 810,399 | $ | 278,155 | |||||||||||||||||||||
Net_Income_Loss_Per_Share_Tabl
Net Income (Loss) Per Share (Tables) | 9 Months Ended | |||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||
Net Income (Loss) Per Share [Abstract] | ' | |||||||||||||||||||||
Schedule of Basic and Diluted Net Income (Loss) Per Share | ' | |||||||||||||||||||||
The following table is a reconciliation of the numerators and denominators used in the calculation of basic and diluted net loss per share computations for the three and nine months ended September 30, 2014 and 2013; | ||||||||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||
Numerator: | ||||||||||||||||||||||
Net income (loss) used to compute net income (loss) per share | ||||||||||||||||||||||
Basic | $ | 12,024,361 | $ | (1,893,924 | ) | $ | (13,614,016 | ) | $ | (9,090,634 | ) | |||||||||||
Less gain on change in fair value of warrant liability | (15,773,100 | ) | – | – | – | |||||||||||||||||
Diluted, as adjusted | $ | (3,748,739 | ) | $ | (1,893,924 | ) | $ | (13,614,016 | ) | $ | (9,090,634 | ) | ||||||||||
Denominator: | ||||||||||||||||||||||
Weighted-average common shares outstanding used in computing basic net income (loss) per share | ||||||||||||||||||||||
Basic | 78,513,144 | 21,085,283 | 74,943,169 | 20,937,488 | ||||||||||||||||||
Dilutive effect of warrants | 750,653 | – | – | – | ||||||||||||||||||
Dilutive effect of stock options | 4,072,574 | – | – | – | ||||||||||||||||||
Diluted, as adjusted | 83,336,371 | 21,085,283 | 74,943,169 | 20,937,488 | ||||||||||||||||||
Net income (loss) per share, basic | $ | 0.15 | $ | (0.09 | ) | $ | (0.18 | ) | $ | (0.43 | ) | |||||||||||
Net loss per share, diluted | $ | (0.04 | ) | $ | (0.09 | ) | $ | (0.18 | ) | $ | (0.43 | ) | ||||||||||
Schedule of Antidilutive Securities | ' | |||||||||||||||||||||
The following potential common shares and warrants outstanding were excluded from the computation of diluted net loss per share because including them would have been anti-dilutive: | ||||||||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||
Options to purchase common stock | – | 7,335,135 | 3,724,529 | 7,335,135 | ||||||||||||||||||
Warrants | – | – | 8,407,084 | – | ||||||||||||||||||
Total common stock equivalents | – | 7,335,135 | 12,131,613 | 7,335,135 | ||||||||||||||||||
Segment_Disclosures_Tables
Segment Disclosures (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Segment Disclosures [Abstract] | ' | ||||||||||||||||
Schedule of Segment Reporting Information | ' | ||||||||||||||||
Segment reporting information is as follows: | |||||||||||||||||
Engineering | Medical | ||||||||||||||||
Services | Devices | Total | |||||||||||||||
Three months ended September 30, 2014 | |||||||||||||||||
Revenue | $ | 799,884 | $ | 788,299 | $ | 1,588,183 | |||||||||||
Cost of revenue | 529,657 | 578,737 | 1,108,394 | ||||||||||||||
Gross profit (loss) | $ | 270,227 | $ | 209,562 | $ | 479,789 | |||||||||||
Three months ended September 30, 2013 | |||||||||||||||||
Revenue | $ | 417,082 | $ | 416,682 | $ | 833,764 | |||||||||||
Cost of revenue | 287,468 | 245,575 | 533,043 | ||||||||||||||
Gross profit | $ | 129,614 | $ | 171,107 | $ | 300,721 | |||||||||||
Nine months ended September 30, 2014 | |||||||||||||||||
Revenue | $ | 1,841,355 | $ | 2,005,592 | $ | 3,846,947 | |||||||||||
Cost of revenue | 1,431,802 | 1,410,285 | 2,842,087 | ||||||||||||||
Gross profit | $ | 409,553 | $ | 595,307 | $ | 1,004,860 | |||||||||||
Nine months ended September 30, 2013 | |||||||||||||||||
Revenue | $ | 1,375,010 | $ | 1,138,995 | $ | 2,514,005 | |||||||||||
Cost of revenue | 1,018,801 | 775,007 | 1,793,808 | ||||||||||||||
Gross profit | $ | 356,209 | $ | 363,988 | $ | 720,197 | |||||||||||
Schedule of Geographic Information | ' | ||||||||||||||||
Geographic information for revenue based on location of customer is as follows: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
North America | $ | 1,271,149 | $ | 700,316 | $ | 3,102,292 | $ | 2,195,004 | |||||||||
Europe, Middle East Asia | 317,034 | 133,448 | 744,655 | 319,001 | |||||||||||||
$ | 1,588,183 | $ | 833,764 | $ | 3,846,947 | $ | 2,514,005 | ||||||||||
Organization_Details
Organization (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Jan. 16, 2014 | Jan. 14, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Organization [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated deficit | ($51,645,635) | ' | ' | ($51,645,635) | ' | ' | ' | ($38,031,619) | ' |
Stockholders' deficit | -5,921,942 | ' | ' | -5,921,942 | ' | 6,849,441 | -8,764,603 | -36,372,708 | -26,144,245 |
Cash | 7,176,268 | 11,000,000 | ' | 7,176,268 | 227,098 | ' | ' | 805,306 | 1,738,662 |
Cash used in operations | ($3,600,000) | ($3,100,000) | ($5,600,000) | ($12,295,164) | ($6,761,753) | ' | ' | ' | ' |
Basis_of_Presentation_and_Summ2
Basis of Presentation and Summary of Significant Accounting Policies and Estimates (Details) (Customer [Member]) | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | ||||
Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
Customer One [Member] | Customer One [Member] | Customer One [Member] | Customer One [Member] | Customer One [Member] | Customer One [Member] | Customer Two [Member] | Customer Two [Member] | Customer Two [Member] | Customer Three [Member] | |
Accounts receivable [Member] | Accounts receivable [Member] | Net sales [Member] | Net sales [Member] | Net sales [Member] | Net sales [Member] | Accounts receivable [Member] | Net sales [Member] | Net sales [Member] | Net sales [Member] | |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration percentage | 24.00% | 28.00% | 19.00% | 22.00% | 17.00% | 13.00% | 19.00% | 17.00% | 16.00% | 17.00% |
The_Merger_Offering_and_Other_1
The Merger, Offering and Other Related Transactions (Details) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | |
Feb. 06, 2014 | Jan. 14, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
The Merger, Offering and Other Related Transactions [Abstract] | ' | ' | ' | ' |
Common stock issued for acquisition | ' | ' | ' | 5,280,368 |
Previously held common stock issued for acquisition | ' | ' | ' | 4,500,600 |
Number of newly issued common stock issued for acquisition | ' | ' | ' | 779,768 |
Equity interest percentage | ' | ' | ' | 6.80% |
Number of Units issued | 9,720,000 | 20,580,000 | 30,300,000 | ' |
Price per Unit | $1 | $1 | $1 | ' |
Shares attached to each Unit | 1 | 1 | 1 | ' |
Warrants attached to each Unit | 1 | 1 | 1 | ' |
Number of Units issued for cash | ' | ' | 25,300,000 | ' |
Proceeds from private placement | ' | ' | $25,300,000 | ' |
2013 Bridge Notes [Member] | ' | ' | ' | ' |
Debt Conversion [Line Items] | ' | ' | ' | ' |
Number of Units issued for conversion of debt | ' | ' | 5,000,000 | ' |
Number of warrants issued for conversion of debt | ' | ' | 2,500,000 | ' |
Series A [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Conversion ratio | ' | ' | 1.629 | ' |
Series A-2 [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Conversion ratio | ' | ' | 1.9548 | ' |
Series B [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Conversion ratio | ' | ' | 1.9548 | ' |
Common stock [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Shares issued in business acquisition | ' | ' | 42,615,556 | ' |
Conversion ratio | ' | ' | 1.5238 | ' |
Warrants [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Shares issued in business acquisition | ' | ' | 621,363 | ' |
Shares converted in business acquisition | ' | ' | 407,772 | ' |
Stock options [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Shares issued in business acquisition | ' | ' | 7,586,459 | ' |
Shares converted in business acquisition | ' | ' | 4,978,645 | ' |
Fair_Value_Measurements_Schedu
Fair Value Measurements (Schedule of Financial Assets and Liabilities Measured at Fair Value) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Liabilities: | ' | ' |
Warrant liability | $11,819,450 | $377,747 |
Convertible debt | ' | 5,062,417 |
Recurring [Member] | Quoted Prices in Active Markets for Identical Items Level 1 [Member] | ' | ' |
Liabilities: | ' | ' |
Warrant liability | ' | ' |
Convertible debt | ' | ' |
Recurring [Member] | Significant Other Observable Inputs Level 2 [Member] | ' | ' |
Liabilities: | ' | ' |
Warrant liability | ' | ' |
Convertible debt | ' | ' |
Recurring [Member] | Significant Unobservable Inputs Level 3 [Member] | ' | ' |
Liabilities: | ' | ' |
Warrant liability | 11,819,450 | 377,747 |
Convertible debt | ' | $5,062,417 |
Fair_Value_Measurements_Summar
Fair Value Measurements (Summary of Changes in Unobservable Inputs) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Warrant Liability [Member] | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Beginning balance | $377,747 |
Transfer to equity upon settlement | -377,747 |
Fair value of warrants on date of issuance | 10,613,550 |
Change in fair value of warrants during the period | 1,205,900 |
Ending balance | 11,819,450 |
Convertible Debt [Member] | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Beginning balance | 5,062,417 |
Transfer to equity upon settlement | -5,062,417 |
Fair value of warrants on date of issuance | ' |
Change in fair value of warrants during the period | ' |
Ending balance | ' |
Fair_Value_Measurements_Schedu1
Fair Value Measurements (Schedule of Fair Value Assumptions) (Details) (Warrants [Member], USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' |
Dividend yield | ' |
Current share price | $0.84 |
Periods in the model | 10 |
Minimum [Member] | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' |
Risk-free interest rate | 0.72% |
Expected term | '2 years 6 months 18 days |
Expected volatility | 65.00% |
Periodic rate | 0.17% |
Maximum [Member] | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' |
Risk-free interest rate | 1.53% |
Expected term | '4 years 6 months 18 days |
Expected volatility | 70.00% |
Periodic rate | 66.00% |
Customer_Deposits_Advances_and2
Customer Deposits, Advances and Deferred Revenues (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Deferred Revenue Arrangement [Line Items] | ' | ' |
Customer advances and deferred revenues | $6,894,516 | $4,628,337 |
Less current portion | -3,454,906 | -2,419,226 |
Customer deposits, advances and deferred revenues, non-current | 3,439,610 | 2,209,111 |
Deferred Ekso unit costs | 3,112,952 | 1,571,897 |
Less current portion | -1,369,087 | -768,599 |
Deferred cost of revenue, non-current | 1,743,865 | 803,298 |
Customer advances and deposits [Member] | ' | ' |
Deferred Revenue Arrangement [Line Items] | ' | ' |
Customer advances and deferred revenues | 362,062 | 443,436 |
Deferred Ekso unit revenues [Member] | ' | ' |
Deferred Revenue Arrangement [Line Items] | ' | ' |
Customer advances and deferred revenues | 4,943,023 | 3,462,980 |
Deferred service and software revenues [Member] | ' | ' |
Deferred Revenue Arrangement [Line Items] | ' | ' |
Customer advances and deferred revenues | $1,589,431 | $721,921 |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Accrued Liabilities [Abstract] | ' | ' |
Salaries, benefits and related expenses | $839,832 | $657,628 |
Professional fees | 274,389 | 421,966 |
Warranty expense | 140,335 | 288,110 |
Taxes | 67,404 | 62,283 |
Other | ' | 812 |
Total | $1,321,960 | $1,430,799 |
Debt_Instruments_Senior_Notes_
Debt Instruments (Senior Notes Payable and Warrants) (Details) (Senior Notes Payable [Member], USD $) | 1 Months Ended | 12 Months Ended | ||||
31-May-12 | Oct. 31, 2011 | Apr. 30, 2011 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2011 | |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' |
Issuance of notes payable | $3,500,000 | $500,000 | $1,000,000 | ' | ' | ' |
Principal amount | ' | ' | ' | 5,000,000 | ' | ' |
Term | ' | ' | ' | '30 months | ' | ' |
Outstanding principal | ' | ' | ' | $2,344,302 | $0 | $1,500,000 |
Series A [Member] | ' | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' |
Number of shares called by warrants | ' | ' | ' | 128,570 | ' | ' |
Debt_Instruments_2013_Converti
Debt Instruments (2013 Convertible Bridge Notes) (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | |
Short-term Debt [Line Items] | ' | ' |
Conversion price | $1 | ' |
Bridge Warrants [Member] | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' |
Number of shares called by warrants | 2,500,000 | ' |
Exercise price | $1 | ' |
Expiration period | '3 years | ' |
2013 Bridge Notes [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Principal amount | $5,000,000 | ' |
Stated interest rate | 10.00% | ' |
Maturity date | 15-Jul-14 | ' |
Conversion price | $1 | ' |
Outstanding principal | 0 | 5,062,417 |
Accrued interest | $0 | $62,417 |
Debt_Instruments_Other_Notes_P
Debt Instruments (Other Notes Payable) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ' | ' |
Long-term capital lease obligation | $13,847 | ' |
Notes payable to landlord [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Outstanding principal | $115,297 | $144,041 |
Capitalization_and_Equity_Stru1
Capitalization and Equity Structure (Share Exchanges and Equity Incentive Plan) (Details) (USD $) | 0 Months Ended | 9 Months Ended | |
Feb. 06, 2014 | Jan. 14, 2014 | Sep. 30, 2014 | |
The Merger, Offering and Other Related Transactions [Abstract] | ' | ' | ' |
Number of Units issued | 9,720,000 | 20,580,000 | 30,300,000 |
Price per Unit | $1 | $1 | $1 |
Shares attached to each Unit | 1 | 1 | 1 |
Warrants attached to each Unit | 1 | 1 | 1 |
Shares called by each warrant | ' | ' | 1 |
Payment of debt conversion and private placement commission | ' | ' | $3,030,000 |
Debt Conversion [Line Items] | ' | ' | ' |
Conversion price | ' | ' | $1 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Number of equity incentive shares authorized | ' | ' | 14,410,000 |
Options granted | ' | ' | 3,461,391 |
Conversion [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Options granted | ' | ' | 7,586,459 |
Merger [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Options granted | ' | ' | 2,300,000 |
Bridge Warrants [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Number of shares called by warrants | ' | ' | 2,500,000 |
Exercise Price | ' | ' | $1 |
Expiration period | ' | ' | '3 years |
PPO Warrants [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Number of shares called by warrants | ' | ' | 30,300,000 |
Exercise Price | ' | ' | $2 |
Expiration period | ' | ' | '5 years |
Bridge Agent Warrants [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Number of shares called by warrants | ' | ' | 500,000 |
Exercise Price | ' | ' | $1 |
Expiration period | ' | ' | '5 years |
PPO Agent Warrants [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Number of shares called by warrants | ' | ' | 2,500,000 |
Exercise Price | ' | ' | $1 |
Expiration period | ' | ' | '5 years |
2013 Bridge Notes [Member] | ' | ' | ' |
Debt Conversion [Line Items] | ' | ' | ' |
Conversion of debt | ' | ' | $5,000,000 |
Conversion price | ' | ' | $1 |
Common stock [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Shares issued in business acquisition | ' | ' | 42,615,556 |
Warrants [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Shares issued in business acquisition | ' | ' | 621,363 |
Shares converted in business acquisition | ' | ' | 407,772 |
Stock options [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Shares issued in business acquisition | ' | ' | 7,586,459 |
Shares converted in business acquisition | ' | ' | 4,978,645 |
Capitalization_and_Equity_Stru2
Capitalization and Equity Structure (Common and Preferred Stock) (Details) | Sep. 30, 2014 | Dec. 31, 2013 |
Capitalization and Equity Structure [Abstract] | ' | ' |
Common stock, shares authorized | 500,000,000 | 60,952,000 |
Preferred stock, shares authorized | 10,000,000 | 33,523,600 |
Common stock, shares issued | 78,584,173 | 21,114,783 |
Common stock, shares outstanding | 78,584,173 | 21,114,783 |
Capitalization_and_Equity_Stru3
Capitalization and Equity Structure (Options on Common Stock) (Details) | Sep. 30, 2014 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Options issued and outstanding | 9,910,969 | 7,555,327 |
Capitalization_and_Equity_Stru4
Capitalization and Equity Structure (Warrants) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Bridge Warrants and WTI [Member] | ' |
Class of Warrant or Right [Line Items] | ' |
Number of shares called by warrants | 2,500,000 |
Expiration period | '3 years |
Exercise price | $1 |
Bridge Agent Warrants [Member] | ' |
Class of Warrant or Right [Line Items] | ' |
Number of shares called by warrants | 500,000 |
Expiration period | '5 years |
Exercise price | $1 |
PPO Warrants [Member] | ' |
Class of Warrant or Right [Line Items] | ' |
Number of shares called by warrants | 30,300,000 |
Expiration period | '5 years |
Exercise price | $2 |
PPO Agent Warrants [Member] | ' |
Class of Warrant or Right [Line Items] | ' |
Number of shares called by warrants | 2,500,000 |
Expiration period | '5 years |
Exercise price | $1 |
Pre-merger Warrants [Member] | ' |
Class of Warrant or Right [Line Items] | ' |
Number of shares called by warrants | 621,363 |
Exercise price | $1.38 |
Pre-merger Warrants [Member] | Minimum [Member] | ' |
Class of Warrant or Right [Line Items] | ' |
Expiration date | 1-Jan-22 |
Pre-merger Warrants [Member] | Maximum [Member] | ' |
Class of Warrant or Right [Line Items] | ' |
Expiration date | 30-Aug-23 |
Other Warrants [Member] | ' |
Class of Warrant or Right [Line Items] | ' |
Number of shares called by warrants | 225,000 |
Expiration period | '3 years |
Exercise price | $1 |
Stockbased_Compensation_Plans_2
Stock-based Compensation Plans and Awards (Narrative) (Details) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Percentage of fair market value | 100.00% |
Expiration period | '10 years |
Unrecognized compensation cost related to unvested stock options | $2.40 |
Recognition period | '2 years 6 months 29 days |
Stockholders [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Percentage of fair market value | 110.00% |
Expiration period | '5 years |
Stockbased_Compensation_Plans_3
Stock-based Compensation Plans and Awards (Schedule of Stock Option Activity) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Stock Awards | ' |
Balance as of December 31, 2013 | 7,555,327 |
Options granted | 3,461,391 |
Options exercised | -228,306 |
Options forfeited | -749,901 |
Options cancelled | -127,542 |
Balance as of September 30, 2014 | 9,910,969 |
Vested and expected to vest at September 30, 2014 | 9,276,442 |
Exercisable as of September 30, 2014 | 4,710,443 |
Weighted-Average Exercise Price | ' |
Balance as of December 31, 2013 | $0.45 |
Options granted | $1.35 |
Options exercised | $0.31 |
Options forfeited | $1.13 |
Options cancelled | $0.47 |
Balance as of September 30, 2014 | $0.72 |
Vested and expected to vest at September 30, 2014 | $0.69 |
Exercisable as of September 30, 2014 | $0.41 |
Weighted-Average Remaining Contractual Life (Years) | ' |
Balance as of September 30, 2014 | '7 years 5 months 12 days |
Vested and expected to vest at September 30, 2014 | '7 years 4 months 2 days |
Exercisable as of September 30, 2014 | '5 years 10 months 13 days |
Aggregate Intrinsic Value | ' |
Balance as of September 30, 2014 | $2,704,099 |
Vested and expected to vest at September 30, 2014 | 2,645,583 |
Exercisable as of September 30, 2014 | $2,093,011 |
Stockbased_Compensation_Plans_4
Stock-based Compensation Plans and Awards (Schedule of Fair Value Calculation Assumptions) (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected life | ' | '9 years 10 months 13 days | ' | ' |
Risk-free interest rate | ' | 2.61% | ' | ' |
Risk-free interest rate, minimum | ' | ' | 1.74% | ' |
Risk-free interest rate, maximum | ' | ' | 2.61% | 1.68% |
Expected volatility | ' | 66.00% | ' | 68.00% |
Expected volatility, minimum | ' | ' | 65.66% | ' |
Expected volatility, maximum | ' | ' | 66.46% | ' |
Expected dividend yield | ' | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected life | ' | ' | '6 years 29 days | '5 years |
Maximum [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected life | ' | ' | '10 years | '6 years |
Stockbased_Compensation_Plans_5
Stock-based Compensation Plans and Awards (Allocation of Stock Option Compensation Expense) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $117,330 | $107,633 | $810,399 | $278,155 |
Sales and Marketing [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 8,798 | 29,855 | 259,734 | 80,421 |
Research and Development [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 36,143 | 20,909 | 126,039 | 55,990 |
General and Administrative [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $72,389 | $56,869 | $424,626 | $141,744 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Income Taxes [Abstract] | ' |
Change in unrecognized tax benefit | ' |
Expected significant changes to unrecognized tax benefits | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies [Abstract] | ' |
Percentage of offering price applicable in the event of potentially adverse consequences | 1.00% |
Maximum percentage of offering price applicable in the event of potentially adverse consequences | 8.00% |
Net_Income_Loss_Per_Share_Sche
Net Income (Loss) Per Share (Schedule of Basic and Diluted Net Income (Loss) Per Share) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Numerator: | ' | ' | ' | ' | ' |
Net income (loss) used to compute net income (loss) per share: Basic | $12,024,361 | ($1,893,924) | ($13,614,016) | ($9,090,634) | ' |
Less gain on change in fair value of warrant liability | -15,773,100 | ' | ' | ' | ' |
Diluted, as adjusted | ($3,748,739) | ($1,893,924) | ($13,614,016) | ($9,090,634) | ' |
Denominator: | ' | ' | ' | ' | ' |
Weighted-average common shares outstanding used in computing basic net income (loss) per share: Basic | 78,513,144 | 21,085,283 | 74,943,169 | 20,937,488 | ' |
Dilutive effect of warrants | 750,653 | ' | ' | ' | ' |
Dilutive effect of stock options | 4,072,574 | ' | ' | ' | ' |
Diluted, as adjusted | 83,336,371 | 21,085,283 | 74,943,169 | 20,937,488 | ' |
Net income (loss) per share, basic | $0.15 | ($0.09) | ($0.18) | ($0.43) | ' |
Net loss per share, diluted | ($0.04) | ($0.09) | ($0.18) | ($0.43) | ' |
Common stock issued for acquisition | ' | ' | ' | ' | 5,280,368 |
Net_Income_Loss_Per_Share_Sche1
Net Income (Loss) Per Share (Schedule of Antidilutive Securities) (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities | ' | 7,335,135 | 12,131,613 | 7,335,135 |
Options to purchase common stock [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities | ' | 7,335,135 | 3,724,529 | 7,335,135 |
Warrants [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities | ' | ' | 8,407,084 | ' |
Segment_Disclosures_Schedule_o
Segment Disclosures (Schedule of Segment Reporting Information) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | $1,588,183 | $833,764 | $3,846,947 | $2,514,005 |
Cost of revenue | 1,108,394 | 533,043 | 2,842,087 | 1,793,808 |
Gross profit | 479,789 | 300,721 | 1,004,860 | 720,197 |
Engineering Services [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 799,884 | 417,082 | 1,841,355 | 1,375,010 |
Cost of revenue | 529,657 | 287,468 | 1,431,802 | 1,018,801 |
Gross profit | 270,227 | 129,614 | 409,553 | 356,209 |
Medical Devices [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 788,299 | 416,682 | 2,005,592 | 1,138,995 |
Cost of revenue | 578,737 | 245,575 | 1,410,285 | 775,007 |
Gross profit | $209,562 | $171,107 | $595,307 | $363,988 |
Segment_Disclosures_Schedule_o1
Segment Disclosures (Schedule of Geographic Information) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenue | $1,588,183 | $833,764 | $3,846,947 | $2,514,005 |
North America [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenue | 1,271,149 | 700,316 | 3,102,292 | 2,195,004 |
Europe, Middle East, Asia [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenue | $317,034 | $133,448 | $744,655 | $319,001 |
Subsequent_Events_Details
Subsequent Events (Details) (PPO Warrants [Member], USD $) | Sep. 30, 2014 | Oct. 23, 2014 |
Offer to Amend and Exercise [Member] | ||
Subsequent Event [Line Items] | ' | ' |
Number of shares called by warrants | 30,300,000 | ' |
Exercise price | $2 | $1 |