Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 16, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Semler Scientific, Inc. | ||
Entity Central Index Key | 1,554,859 | ||
Trading Symbol | smlr | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 5,313,568 | ||
Entity Public Float | $ 4,112,619.44 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash | $ 622 | $ 405 |
Trade accounts receivable, net of allowance for doubtful accounts of $87 and $183 respectively | 877 | 1,278 |
Prepaid expenses and other current assets | 93 | 69 |
Total current assets | 1,592 | 1,752 |
Assets for lease, net | 875 | 830 |
Property and equipment, net | 590 | 497 |
Long-term deposits | 15 | |
Total assets | 3,072 | 3,079 |
Current liabilities: | ||
Accounts payable | 450 | 839 |
Accrued expenses | 2,185 | 2,317 |
Deferred revenue | 513 | 952 |
Loans payable, current portion | 81 | |
Total current liabilities | 3,229 | 4,108 |
Long-term liabilities: | ||
Deferred rent | 35 | 43 |
Accrued interest | 71 | |
Accrued interest - related parties | 124 | |
Related party loan payable net of debt discount of $156 and $0, respectively | 1,594 | |
Loan payable net of debt discount of $65 and $0, respectively | 938 | |
Total long-term liabilities | 2,762 | 43 |
Stockholders' deficit: | ||
Common stock, $0.001 par value; 50,000,000 shares authorized; 5,148,568, and 5,148,568 shares issued, and 5,123,568 and 5,123,568 shares outstanding (treasury shares of 25,000 and 25,000, respectively) | 5 | 5 |
Additional paid-in capital | 21,998 | 21,291 |
Accumulated deficit | (24,922) | (22,368) |
Total stockholders' deficit | (2,919) | (1,072) |
Total liabilities and stockholders' deficit | $ 3,072 | $ 3,079 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts on trade accounts receivable (in dollars) | $ 87 | $ 183 |
Related party loan payable, Debt Discounts | 156 | |
Loan payable debt discount | $ 65 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 5,148,568 | 5,148,568 |
Common stock, shares outstanding | 5,123,568 | 5,123,568 |
Treasury stock, shares | 25,000 | 25,000 |
Statements of Operations
Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 7,434 | $ 7,001 |
Total Revenue | 7,434 | 7,001 |
Operating expenses: | ||
Cost of revenue | 1,873 | 2,847 |
Engineering and product development | 866 | 1,436 |
Sales and marketing | 3,827 | 6,266 |
General and administrative | 3,027 | 4,871 |
Total operating expenses | 9,593 | 15,420 |
Loss from operations | (2,159) | (8,419) |
Interest expense | (391) | (86) |
Other (expense) income | (4) | 4 |
Other expense | (395) | (82) |
Net loss | $ (2,554) | $ (8,501) |
Net loss per share, basic and diluted (in dollars per share) | $ (0.50) | $ (1.72) |
Weighted average number of shares used in computing basic and diluted loss per share (in shares) | 5,123,568 | 4,928,881 |
Statements of Redeemable Conver
Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Common Stock | Treasury stock | Additional Paid-in Capital | Accumulated deficit | Total |
Balance at Jan. 01, 2015 | $ 5 | $ 17,298 | $ (13,867) | $ 3,436 | |
Balance (in shares) at Jan. 01, 2015 | 4,741,017 | (25,000) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common Stock Private Placements | 1,374 | 1,374 | |||
Common Stock Private Placements (in shares) | 400,500 | ||||
Stock Option Exercises | 14 | $ 14 | |||
Stock Option Exercises (in shares) | 7,051 | 7,051 | |||
Stock-based Compensation | 2,605 | $ 2,605 | |||
Net loss | (8,501) | (8,501) | |||
Balance at Dec. 31, 2015 | $ 5 | 21,291 | (22,368) | (1,072) | |
Balance (in shares) at Dec. 31, 2015 | 5,148,568 | (25,000) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Warrants | 407 | 407 | |||
Stock-based Compensation | 300 | 300 | |||
Net loss | (2,554) | (2,554) | |||
Balance at Dec. 31, 2016 | $ 5 | $ 21,998 | $ (24,922) | $ (2,919) | |
Balance (in shares) at Dec. 31, 2016 | 5,148,568 | (25,000) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (2,554) | $ (8,501) |
Reconciliation of Net Loss to Net Cash Used in Operating Activities: | ||
Amortization of debt discount | 185 | 55 |
Depreciation | 452 | 315 |
Loss on disposal of assets for lease | 223 | 144 |
Allowance for doubtful accounts | 108 | 272 |
Stock-based compensation expense | 300 | 2,605 |
Changes in Operating Assets and Liabilities: | ||
Trade accounts receivable | 293 | (1,195) |
Prepaid expenses and other current assets | (38) | 83 |
Accounts payable | (389) | 750 |
Accrued expenses | 55 | 997 |
Deferred revenue | (439) | 340 |
Net Cash Used in Operating Activities | (1,804) | (4,135) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Additions to property and equipment | (223) | (532) |
Change in restricted cash | 2,100 | |
Purchase of assets for lease | (591) | (572) |
Net Cash (Used in) Provided by Investing Activities | (814) | 996 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Issuance of common stock | 1,374 | |
Proceeds from stock option exercise | 14 | |
Proceeds from loans payable | 2,878 | |
Payments of loans payable | (43) | (2,000) |
Net Cash (Used in) Provided by Financing Activities | 2,835 | (612) |
INCREASE (DECREASE) IN CASH | 217 | (3,751) |
CASH, BEGINNING OF PERIOD | 405 | 4,156 |
CASH, END OF PERIOD | 622 | 405 |
Cash paid for interest | 8 | 19 |
Supplemental disclosure of noncash financing activity: | ||
Fair value of warrants issued to lenders | $ 407 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2016 | |
Company [Abstract] | |
The Company | 1. The Company Semler Scientific, Inc. (the “Company”) was incorporated in the State of Oregon on August 9, 2007, established C-corporation status in 2012, and reincorporated as a Delaware corporation during 2013. The Company is an emerging growth company providing technology solutions to improve the clinical effectiveness and efficiency of healthcare providers. Its innovative and proprietary products and services assist its customers in evaluating and treating chronic diseases. In 2011, the Company began commercializing its first patented and U.S. Food and Drug Administration (“FDA”) cleared product, which measured arterial blood flow in the extremities to aid in the diagnosis of peripheral arterial disease (“PAD”). In March 2015, the Company received FDA 510(k) clearance for the next generation version of its product, QuantaFlo™, which the Company commercially launched in August 2015. In April 2015, the Company launched its multi-test service platform, WellChec™, to more comprehensively evaluate its customers’ patients for chronic disease. In October 2016, the Company shifted its marketing focus for WellChec™ from direct contracts with health insurance plans under which it acted as the primary WellChec™ service provider to contracts to supply its software and equipment to vendors who employ medical professionals to do annual wellness visits for health insurance plans. The Company did not record any WellChec™ revenue during 2016. The Company has one operating segment and generates revenue domestically primarily through direct licensing to direct customers. The Company is based in Portland, Oregon. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2016 | |
Going Concern [Abstract] | |
Going Concern | 2. Going Concern The Company has incurred recurring losses since inception and expects to continue to incur losses as a result of costs and expenses related to the Company’s marketing and other promotional activities, continued research and development of its products. As of December 31, 2016, the Company has negative working capital of $1,637, cash of $622 and stockholders’ deficit of $2,919. The Company’s principal sources of cash have included the issuance of equity securities, and to a lesser extent, borrowings under loan agreements and revenue from leasing its product. To increase revenues, the Company’s operating expenses will continue to grow and, as a result, the Company will need to generate significant additional revenues to achieve profitability. The Company’s financial statements as of December 31, 2016 have been prepared under the assumption that the Company will continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to attain further operating efficiencies and, ultimately, to generate additional revenue. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company can give no assurances that additional capital that the Company is able to obtain, if any, will be sufficient to meet the Company’s needs. The foregoing conditions raise substantial doubt about the Company’s ability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Estimates | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Estimates | 3. Summary of Significant Accounting Policies and Estimates Basis for Presentation The Company’s financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of Estimates The preparation of the accompanying financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses, and related disclosures during the reporting period. Significant items subject to such estimates include revenue recognition, allowance for doubtful accounts, valuation of equipment on lease, deferred tax asset valuation allowance, stock-based compensation and valuation of warrants. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from these estimates. Revenue Recognition The Company generates revenue primarily from the rental or license of its vascular testing product, or providing diagnostic testing service to its customers. The Company recognizes revenue from the licensing of its vascular testing product pursuant to agreements that automatically renew each month with revenue recognized on a daily convention basis. The Company’s arrangements with customers for its vascular testing product are normally on a month-to-month basis with fees billed at the rates established in the customer agreement. The Company recognizes revenue for providing diagnostic testing services on a per test basis to customers, as earned. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, net of allowances for doubtful accounts. The allowance for doubtful accounts is based on management’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of this allowance for doubtful accounts by considering historical experience, the age of the accounts receivable balances, the credit quality of the customers, current economic conditions, and other factors that may affect customers’ ability to pay to determine whether a specific allowance is appropriate. Accounts receivable deemed uncollectable are charged against the allowance for doubtful accounts when identified. Assets for Lease Assets for lease are recorded at cost. At December 31, 2016 and 2015, assets for lease consisted of vascular testing devices, which are leased to customers. The cost of such assets for lease is depreciated on a straight-line basis over 36 months for the units outstanding and recorded as cost of revenue. The Company regularly reviews whether facts and circumstances exist which indicate that the carrying amounts of assets, may not be recoverable or that the useful life of assets are shorter or longer than originally estimated. The Company assesses the recoverability of its assets by comparing the projected undiscounted net cash flows associated with the related assets over their estimated remaining lives against their respective carrying amounts. The Company considers factors such as estimated usage and expected lives of its assets for lease in this analysis. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. At December 31, 2016 and 2015, there were no impairment indicators. Property and Equipment Capital assets are recorded at cost. The cost of such capital assets is depreciated on a straight-line basis over a term depending on the assigned category (described below) and recorded as cost of revenue for WellChec capital assets and depreciation for all other capital assets recorded in engineering and product development, sales and marketing and general and administrative expenses. At December 31, 2016 and 2015, capital assets are classified into one of the following categories: Category Name Description Machinery & Equipment Manufacturing, R&D, or other non-office equipment Computer Equipment & Software Software, computers, monitors, printers and other related equipment Furniture & Fixtures Office equipment and furniture owned by the company At December 31, 2016 and 2015, capital assets are depreciated based on the following assumed useful life for each category: Account Name Useful Life Machinery & Equipment Five years Computer Equipment & Software Three years Furniture & Fixtures Five years The Company regularly reviews whether facts and circumstances exist which indicate that the carrying amounts of capital assets, may not be recoverable or that the useful life of assets are shorter or longer than originally estimated. The Company assesses the recoverability of its assets by comparing the projected fair value of the related asset over the estimated remaining life against the respective carrying amounts. The Company considers factors such as estimated usage and expected lives of its capital assets in this analysis. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. At December 31, 2016 and 2015, there were no impairment indicators. Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of the fair value hierarchy under Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurement, are described as follows: Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 Level 3 The financial instruments of the Company consist primarily of cash, accounts receivable, accounts payable, and loans payable of the Company. The carrying amounts of these items are considered a reasonable estimate of fair value at December 31, 2016 and 2015 due to their short term nature and their market interest rates. Deferred Revenue Deferred revenue represents amounts billed to or collected from customers for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met. The full amount is expected to be recognized as revenues within one year from the balance sheet date and, therefore, such deferred amounts have been classified as current liabilities in the balance sheets presented. The Company generally invoices its clients in advance of a rental period with payment due upon receipt of the invoice. Debt Discounts In 2011, certain of the Company’s Directors personally guaranteed various loans or leases for the Company from First Republic Bank and U.S. Bancorp Business Equipment Finance Group, see Note 8. In consideration for the personal guarantees, these directors were given the opportunity to purchase fully vested warrants exercisable for common stock, which were determined to have a fair value of $425 at issuance. The debt discount is the fair value of the related warrants less the purchase price of the warrants. These leases were paid off early due to the opening of a new line of credit, resulting in acceleration of the expensing of the outstanding debt discount. These debt discounts were being amortized over the term of the loan or lease obligation. The amount amortized to interest expense was $55 in 2015. See Note 8. In 2016, the Company secured promissory notes from various accredited investors. These accredited investors were given the opportunity to purchase fully vested warrants exercisable for common stock, which were determined to have a fair value of $407 at issuance which was recorded as debt discount. These debt discounts are being amortized to interest expense over the two-year life of the loan. The Company recognized $185 of interest expense associated with these discounts in 2016. See Note 8. Research and Development The Company expenses costs related to the research and development associated with the design, development, testing and enhancement of its products and services. Such expenses include salaries and related employee benefits, and fees paid to external service providers. Stock-Based Compensation Stock-based compensation expense is measured based on the grant-date fair value of the stock-based awards. The Company recognizes stock-based compensation expense for the portion of each option grant or stock award that is expected to vest over the estimated period of service and vesting. The Company uses the Black-Scholes option pricing model as the method for determining the estimated grant-date fair value of stock options. The Black-Scholes option pricing model requires the use of subjective assumptions which determine the fair value of stock-based awards, including the option’s expected volatility. In addition, the Company estimates the forfeiture rate of such awards during the requisite service period. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the grant. Employee Benefit Plan The Company has a savings plan that qualifies under Section 401(k) of the Internal Revenue Code. There were no matching or discretionary employer contributions made to this plan during the years ended December 31, 2016 and 2015. Income Taxes The Company uses the asset and liability method to account for income taxes. Deferred tax assets and liabilities are recognized for the expected tax consequences attributable to the differences between financial reporting and the tax bases of existing assets and liabilities and net operating loss carry forwards, and they are measured using enacted tax rates expected to be in effect when differences are expected to reverse. A valuation allowance is recorded for loss carry-forwards and other deferred tax assets where it is more likely than not that such loss carry-forward and deferred tax assets will not be realized. The estimate for the valuation allowance for deferred tax assets requires management to make significant estimates and judgments about projected future operating results. If actual results differ from these projections or if management’s expectations of future results change, it may be necessary to adjust the valuation allowance. Net Loss per Share Basic and diluted net loss per common share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the periods. For the periods presented, the Company’s outstanding common stock equivalents consisted of options and warrants to purchase shares of common stock, all of which are antidilutive, and therefore were not included in the calculation for diluted loss per share. Excise Tax Liability on Medical Devices Recognition of the excise tax liability falls under ASC 450, Contingencies Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Identifying Performance Obligations and Licensing Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting Narrow-Scope Improvements and Practical Expedients In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes In January 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments |
Assets for lease, net
Assets for lease, net | 12 Months Ended |
Dec. 31, 2016 | |
Leases, Capital [Abstract] | |
Assets for lease, net | 4. Assets for lease, net Assets for lease consist of the following: As of December 31, 2016 2015 Assets for lease $ 1,361 $ 1,280 Less: accumulated depreciation (486 ) (450 ) Assets for lease, net $ 875 $ 830 Depreciation expense amounted to $323 and $271 for the years ended December 31, 2016 and 2015, respectively. Reduction to accumulated depreciation for returned items was $287 and $104 for the years ended December 31, 2016 and December 31, 2015, respectively. The Company recognized a loss on disposal of assets for lease in the amount of $223 and $144 for the years ended December 31, 2016 and 2015, respectively. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 5. Property and Equipment, net Capital assets consist of the following: As of December 31, 2016 2015 Capital assets $ 760 $ 542 Less: accumulated depreciation (170 ) (45 ) Capital assets, net $ 590 $ 497 Depreciation expense amounted to $129 and $44 for the years ended December 31, 2016 and 2015, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Accrued expenses | 6. Accrued Expenses Accrued expenses consist of the following: As of December 31, 2016 2015 Offering Costs $ 227 $ 227 Compensation 1,481 1,093 Board of Director Fees 182 120 Miscellaneous Accruals 295 877 Total Accrued Expenses $ 2,185 $ 2,317 The accumulated offering costs that were accrued pertain to consulting fees associated with securing equity financing for the Company prior to the IPO. Prior to becoming Chief Executive Officer (“CEO”), the Company’s current CEO performed consulting services for the Company, which included managing finance, sales, marketing, operational and strategic planning for the Company, as well as assistance and strategic guidance in securing financing. The Company agreed to further delay and continue to accrue these amounts and increase the balance owed by 1% per month beginning January 1, 2017 to no later than January 31, 2018. Two members of the Company’s board of directors have agreed to further defer fees earned from August 2016 to July 2016. The Company agreed to further delay and continue to accrue these amounts and increase the balance owed by 1% per month beginning January 1, 2017 to no later than January 31, 2018. Three employees agreed to further defer amounts accrued to them as of December 31, 2016. The Company agreed to further delay and continue to accrue these amounts and increase the balance owed by 1% per month beginning January 1, 2017 to no later than January 31, 2018. |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | 7. Concentration of Credit Risk Credit risk is the risk of loss from amounts owed by the financial counterparties. Credit risk can occur at multiple levels; as a result of broad economic conditions, challenges within specific sectors of the economy, or from issues affecting individual companies. Financial instruments that potentially subject the Company to credit risk consist of cash and accounts receivable. The Company maintains cash with major financial institutions. The Company’s cash consists of bank deposits held with banks that, at times, exceed federally insured limits. The Company limits its credit risk by dealing with counterparties that are considered to be of high credit quality and by performing periodic evaluations of the relative credit standing of these financial institutions. Concentration of credit risk with respect to accounts receivable is limited due to the large number of customers comprising the payer base. Management periodically monitors the creditworthiness of its customers and believes that it has adequately provided for any exposure to potential credit loss. For the year ended December 31, 2015, two customers accounted for, 14.2% and 11.8% of the Company’s revenue, respectively. As of December 31, 2015, two customers accounted for 19.4% and 13.3% of the Company’s accounts receivable, respectively. For the year ended December 31, 2016, one customer accounted for 15.1% of the Company’s revenue. As of December 31, 2016, three customers accounted for 24.2%, 15.1% and 13.7% of the Company’s accounts receivable, respectively. As of December 31, 2016 and 2015 the allowance for doubtful accounts was $87 and $183, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Facilities Leases The Company recognized facilities lease expenses of $70 and $209 for the years ended December 31, 2016 and 2015, respectively. On September 23, 2014, the Company entered into a 36-month lease agreement for office space for the sales and marketing team located in Menlo Park, CA. The lease term commenced February 1, 2015 and is effective through January 31, 2018. Payments required under the terms of the lease are $17.0 per month from February 2015 to January 2016, $17.5 per month from February 2016 to January 2017, and $18.0 per month from February 2017 to January 2018. The Company anticipates total future lease payments of $215.4 for the year ended December 31, 2017; and $18.0 for the year ended December 31, 2018. On July 15, 2015, the Company entered into a 30-month sublease agreement for the Menlo Park office space, which commenced August 1, 2015 and is effective through the term of the lease, January 31, 2018. Payments required to the Company under the terms of the sublease are $15.5 per month from August 2015 to July 2016, $16.0 per month from August 2016 to July 2017, and $16.5 per month from August 2017 to January 2018. The Company anticipates receipt of total future sublease payments of $194.4 for the year ended December 31, 2017; and $16.5 for the year ended December 31, 2018. In 2015, the Company recorded an expense of $50, which represented the difference between estimated cash payments on the lease and cash receipts from the sublease. For the years ended December 31, 2016 and 2015, the Company recorded the resulting long-term liability as deferred rent of $35 and $43, respectively, on the Company’s balance sheet. Loans Payable For the Year Ended December 31, 2016 Lender Related Party Long-term Short-term Chang Family Trust 1,000 Chang Family Trust 500 Glenhill Concentrated Long Master Fund, LLC 250 Accredited Investor 700 Accredited Investor 160 Accredited Investor 80 Ascentium Capital, LLC 22 Ascentium Capital, LLC 42 24 Royal Bank America Leasing, L.P. 25 Ascentium Capital, LLC 21 10 Total 1,750 1,003 81 Debt Discounts (156 ) (65 ) — Total, net of debt discounts 1,594 938 81 Loans from Related Parties On January 15, 2016, the Company entered into a loan agreement with the Chang Family Trust, for which William H.C. Chang, a significant stockholder, is co-trustee. Pursuant to the loan agreement, the Company obtained a $1,000 unsecured loan for a 24-month term at a fixed interest rate of 10% per annum. Under the loan agreement, the Company will pay $1,000 of principal plus all accrued and unpaid interest at maturity. The Company may prepay the notes at any time prior to maturity without penalty. The notes must be repaid prior to maturity in the event of default, and the Company agreed not to incur additional indebtedness in excess of $50 without the lender’s prior consent, which is not to be unreasonably withheld. In connection therewith, the Company issued the Chang Family Trust a two-year warrant to purchase 114,286 shares of common stock at an exercise price of $1.75 per share. The warrants may not be exercised absent receipt of stockholder approval if after such exercise the holder would be the beneficial owner of more than 19.99% of the Company’s common stock. The relative fair value of this warrant was recorded as a debt discount on the Company’s balance sheet and partially offsets the total balance due for loans payable. As of the date of this filing, the Company is in compliance with all terms of this loan. On January 21, 2016, the Company entered into a loan agreement with the Chang Family Trust, for which William H.C. Chang, a significant stockholder, is co-trustee. Pursuant to the loan agreement, the Company obtained a $500 unsecured loan for a 24-month term at a fixed interest rate of 5% per annum. Under the loan agreement, the Company will pay $500 of principal plus all accrued and unpaid interest at maturity. The Company may prepay the notes at any time prior to maturity without penalty. The notes must be repaid prior to maturity in the event of default, and the Company agreed not to incur additional indebtedness in excess of $50 without the lender’s prior consent, which is not to be unreasonably withheld. In connection therewith, the Company issued the Chang Family Trust a two-year warrant to purchase 114,286 shares of common stock at an exercise price of $1.75 per share. The warrants may not be exercised absent receipt of stockholder approval if after such exercise the holder would be the beneficial owner of more than 19.99% of the Company’s common stock. The relative fair value of this warrant was recorded as a debt discount on the Company’s balance sheet and partially offsets the total balance due for loans payable. As of the date of this filing, the Company is in compliance with all terms of this loan. On November 21, 2016, the Company entered into a loan agreement with Glenhill Concentrated Long Master Fund, LLC, one of our significant stockholders. Pursuant to the loan agreement, the Company obtained a $250 unsecured loan for a 24-month term at a fixed interest rate of 10% per annum. Under the loan agreement, the Company will pay $250 of principal plus all accrued but unpaid interest at maturity. The notes may be prepaid at any time prior to maturity without penalty. The notes must be repaid prior to maturity in the event of default. In connection therewith, the Company issued the accredited investor a two-year warrant to purchase 28,378 shares of common stock at an exercise price of $1.85 per share. The warrants may not be exercised absent receipt of stockholder approval if after such exercise the holder would be the beneficial owner of more than 4.99% of the Company’s common stock. The relative fair value of this warrant was recorded as a debt discount on the Company’s balance sheet and partially offsets the total balance due for loans payable. As of the date of this filing, the Company is in compliance with all terms of this loan. Other Loans On September 30, 2014, the Company entered into a revolving line of credit with First Republic Bank. Pursuant to the line of credit agreement, the Company could borrow up to $2,000 for a 12-month term that had a variable annual interest rate based on First Republic’s Prime less a spread of 2.0% per annum. The initial interest rate was 1.25% per annum. Under the line of credit agreement, the Company made monthly payments consisting of $2 of interest, and an annual payment consisting of $2,002 principal plus any accrued interest. The line of credit agreement provided for customary events of default. This line of credit was secured by a $2,100 collateral cash account in the Company’s name at First Republic. The line of credit was retired and the collateral cash account was closed in September 2015. On March 31, 2016, the Company entered into a loan agreement with an accredited investor. Pursuant to the loan agreement, the Company obtained a $700 unsecured loan for a 24-month term at a fixed interest rate of 10% per annum. Under the loan agreement, the Company will pay $700 of principal plus all accrued but unpaid interest at maturity. The notes may be prepaid at any time prior to maturity without penalty. The notes must be repaid prior to maturity in the event of default. In connection therewith, the Company issued the accredited investor a two-year warrant to purchase 79,459 shares of common stock at an exercise price of $1.85 per share. The warrants may not be exercised absent receipt of stockholder approval if after such exercise the holder would be the beneficial owner of more than 4.99% of the Company’s common stock. The relative fair value of this warrant was recorded as a debt discount on the Company’s balance sheet and partially offsets the total balance due for loans payable. As of the date of this filing, the Company is in compliance with all terms of this loan. On April 5, 2016, the Company entered into a loan agreement with an accredited investor. Pursuant to the loan agreement, the Company obtained a $160 unsecured loan for a 24-month term at a fixed interest rate of 10% per annum. Under the loan agreement, the Company will pay $160 of principal plus all accrued but unpaid interest at maturity. The notes may be prepaid at any time prior to maturity without penalty. The notes must be repaid prior to maturity in the event of default. In connection therewith, the Company issued the accredited investor a two-year warrant to purchase 18,162 shares of common stock at an exercise price of $1.85 per share. The warrants may not be exercised absent receipt of stockholder approval if after such exercise the holder would be the beneficial owner of more than 4.99% of the Company’s common stock. The relative fair value of this warrant was recorded as a debt discount on the Company’s balance sheet and partially offsets the total balance due for loans payable. As of the date of this filing, the Company is in compliance with all terms of this loan. On May 20, 2016, the Company entered into a loan agreement with an accredited investor. Pursuant to the loan agreement, the Company obtained a $80 unsecured loan for a 24-month term at a fixed interest rate of 10% per annum. Under the loan agreement, the Company will pay $80 of principal plus all accrued but unpaid interest at maturity. The notes may be prepaid at any time prior to maturity without penalty. The notes must be repaid prior to maturity in the event of default. In connection therewith, the Company issued the accredited investor a two-year warrant to purchase 9,081 shares of common stock at an exercise price of $1.85 per share. The warrants may not be exercised absent receipt of stockholder approval if after such exercise the holder would be the beneficial owner of more than 4.99% of the Company’s common stock. The relative fair value of this warrant was recorded as a debt discount on the Company’s balance sheet and partially offsets the total balance due for loans payable. As of the date of this filing, the Company is in compliance with all terms of this loan. The Company uses the Black-Scholes pricing model to determine the relative fair market value of warrants. The relative fair market value of each warrant is estimated on the date of grant. There were no warrants issued during the year ended December 31, 2015. The fair value of all warrants issued in conjunction with the promissory notes during 2016 was $407. The relative fair value of the warrants granted is estimated on the date of grant using the Black-Scholes pricing model and the following assumptions for the periods presented: For the year ended Expected term (in years) 2 Risk-free interest rate 0.73 – 1.1% Expected volatility 97.7 – 100% Expected dividend rate. 0% The assumptions are based on the following for each of the years presented: Valuation Method Expected Term Volatility Risk-free Interest Rate Expected Dividend On July 1, 2016, the Company entered into a software license financing agreement with Ascentium Capital, LLC. Pursuant to the agreement, the Company obtained a $39 loan for a 12-month term at a fixed interest rate of 8.9% per annum. to finance its upfront software licensing fee. The Company has no obligation to make any payments during the first three months, and agreed to pay $4.6 of principal and accrued interest for each of the last 9 months of the term. The loan may be prepaid at any time prior to maturity without penalty. The agreement provides for customary events of default. As of the date of this filing, the Company is in compliance with all terms of this loan. On July 8, 2016, the Company entered into an additional software license financing agreement with Ascentium Capital, LLC. Pursuant to the agreement, the Company obtained a $74 loan for a 36-month term at a fixed interest rate of 8.9% per annum. Under the loan agreement, the Company agreed to make monthly payments of $2.4 of principal and accrued interest. The loan may be prepaid at any time prior to maturity without penalty. The agreement provides for customary events of default. As of the date of this filing, the Company is in compliance with all terms of this loan. On July 11, 2016, the Company entered into a secured equipment financing agreement with Royal Bank America Leasing, L.P. Pursuant to the agreement, the Company obtained a $140 loan for a 36-month term at a fixed interest rate of 7.3% per annum, which is secured by related equipment. The loan is to be disbursed in three installments. The first installment was for $37. The second installment for $47 will be disbursed in July 2017, and the third installment for $56 will be disbursed in July 2018. Under the loan agreement, the Company will pay $3.5 of principal and accrued interest for each of the first 12 months, $4.4 of principal and accrued interest for each of months 13-24, and $5.3 of principal and accrued interest for each of months 25-36. The loan may be prepaid at any time only in accordance with the agreement. The agreement provides for customary events of default. As of the date of this filing, the Company is in compliance with all terms of this loan. On October 2, 2016, the Company entered into a secured equipment financing agreement with Ascentium Capital, LLC. Pursuant to the agreement, the Company obtained a $33 loan for a 36-month term at a fixed interest rate of 9.1% per annum. Under the loan agreement, the Company agreed to make monthly payments of $1.0 of principal and accrued interest. The loan may be prepaid at any time prior to maturity without penalty. The agreement provides for customary events of default. As of the date of this filing, the Company is in compliance with all terms of this loan. For the years ended December 31, 2016 and 2015, interest expense was $391 and $74, respectively, which included amortization of the debt discount of $185 and $55, respectively. Indemnification Obligations The Company enters into agreements with customers, partners, lenders, consultants, lessors, contractors, sales representatives and parties to certain transactions in the ordinary course of the Company’s business. These agreements may require the Company to indemnify the other party against third party claims alleging that its product infringes a patent or copyright. Certain of these agreements require the Company to indemnify the other party against losses arising from: a breach of representations or covenants, claims relating to property damage, personal injury or acts or omissions of the Company, its employees, agents or representatives. The Company has also agreed to indemnify the directors and certain of the officers and employees in accordance with the by-laws of the Company. These indemnification provisions will vary based upon the nature and terms of the agreements. In many cases, these indemnification provisions do not contain limits on the Company’s liability, and the occurrence of contingent events that will trigger payment under these indemnities is difficult to predict. As a result, the Company cannot estimate its potential liability under these indemnities. The Company believes that the likelihood of conditions arising that would trigger these indemnities is remote and, historically, the Company had not made any significant payment under such indemnification provisions. Accordingly, the Company has not recorded any liabilities relating to these agreements. In certain cases, the Company has recourse against third parties with respect to the aforesaid indemnities, and the Company believes it maintains adequate levels of insurance coverage to protect the Company with respect to potential claims arising from such agreements. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | 9. Stockholders’ Deficit Authorized Capital In connection with the conversion to a Delaware corporation, during the quarter ended September 30, 2013, the Company’s certificate of incorporation was amended and restated to authorize the Company to issue up to 54,000,000 shares, of which 50,000,000 shares were designated as common stock with par value of $0.001 per share and 4,000,000 shares were designated as convertible preferred stock with par value of $0.001 par value per share. On October 30, 2015, the Company further amended and restated its certificate of incorporation and now has 50,000,000 authorized shares of capital stock, all of which are designated as common stock with par value of $0.001 per share. A. Common Stock Issuance of Common Stock In February 2015, the Company completed a private placement in which it issued and sold 55,000 shares of its common stock at a price of $4.52 per share. The Company received proceeds of $248. In March 2015, the Company completed a private placement in which it issued and sold 62,500 shares of its common stock at a price of $4.00 per share. The Company received proceeds of $250. In April 2015, the Company completed a private placement in which it issued and sold 143,000 shares of its common stock at a price of $3.50 per share. The Company received proceeds of $501. In December 2015, the Company completed a private placement in which it issued and sold 140,000 shares of its common stock and warrants to purchase 28,000 shares of its common stock in exchange proceeds of $374. Voting Rights of Common Stock Each holder of shares of Common Stock is entitled to one vote for each share held. Common Stock Warrants In September 2015, the Company amended the terms of all of its outstanding warrants to acquire shares of its common stock (other than the underwriter warrants to acquire an aggregate of 71,500 shares) to provide that all such warrants expire July 31, 2023. The Company has recorded an expense of $363 as it relates to stock based compensation during the year ended December 31, 2015 for this change in expiration terms. In December 2015, in connection with the closing of a private placement described above, the Company sold a 2-year warrant to acquire 28,000 shares of common stock at an exercise price of $1.75 per share. In January 2016, the Company issued the Chang Family Trust a two-year warrant to purchase 114,286 shares of common stock at an exercise price of $1.75 per share. The warrants may not be exercised absent receipt of stockholder approval if after such exercise the holder would be the beneficial owner of more than 19.99% of the Company’s common stock. The relative fair value of this warrant was recorded as a debt discount on the Company’s balance sheet and partially offsets the total balance due for loans payable. Also in January 2016, the Company issued the Chang Family Trust a two-year warrant to purchase 114,286 shares of common stock at an exercise price of $1.75 per share. The warrants may not be exercised absent receipt of stockholder approval if after such exercise the holder would be the beneficial owner of more than 19.99% of the Company’s common stock. The relative fair value of this warrant was recorded as a debt discount on the Company’s balance sheet and partially offsets the total balance due for loans payable. In March 2016, the Company issued the accredited investor a two-year warrant to purchase 79,459 shares of common stock at an exercise price of $1.85 per share. The warrants may not be exercised absent receipt of stockholder approval if after such exercise the holder would be the beneficial owner of more than 4.99% of the Company’s common stock. The relative fair value of this warrant was recorded as a debt discount on the Company’s balance sheet and partially offsets the total balance due for loans payable. In April 2016, the Company issued the accredited investor a two-year warrant to purchase 18,162 shares of common stock at an exercise price of $1.85 per share. The warrants may not be exercised absent receipt of stockholder approval if after such exercise the holder would be the beneficial owner of more than 4.99% of the Company’s common stock. The relative fair value of this warrant was recorded as a debt discount on the Company’s balance sheet and partially offsets the total balance due for loans payable. In May 2016, the Company issued the accredited investor a two-year warrant to purchase 9,081 shares of common stock at an exercise price of $1.85 per share. The warrants may not be exercised absent receipt of stockholder approval if after such exercise the holder would be the beneficial owner of more than 4.99% of the Company’s common stock. The relative fair value of this warrant was recorded as a debt discount on the Company’s balance sheet and partially offsets the total balance due for loans payable. In November 2016, the Company sold a two-year warrant to purchase an aggregate of 28,378 shares of our common stock at an exercise price of $1.85 per share. The warrants may not be exercised, however, absent receipt of stockholder approval, if after such exercise the holder would be the beneficial owner of more than 4.99% of our common stock. The relative fair value of this warrant was recorded as a debt discount on the Company’s balance sheet and partially offsets the total balance due for loans payable. Common Stock For the years ended December 31, 2016 and 2015, a total of 2,800,883 and 2,297,625 shares of common stock, respectively, were reserved for issuance upon (i) exercise of common stock warrants, and (ii) the exercise of outstanding stock options, as follows: Year ended December 31, 2016 2015 Common stock warrants 751,366 387,714 Options 2,049,517 1,909,911 Total 2,800,883 2,297,625 |
Stock Option Plan
Stock Option Plan | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option Plan | 10. Stock Option Plan The Company’s stock-based compensation program is designed to attract and retain employees while also aligning employees’ interests with the interests of its stockholders. Stock options have been granted to employees under the stockholder-approved 2007 Key Person Stock Option Plan (“2007 Plan”) or the stockholder-approved 2014 Stock Incentive Plan (“2014 Plan”). Stockholder approval of the 2014 Plan became effective in September 2014. The 2014 Plan originally provided that the aggregate number of shares of common stock that may be issued pursuant to awards granted under the 2014 Plan may not exceed 450,000 shares (the “Share Reserve”), however in October 2015, the stockholders approved a 1,500,000 increase to the Share Reserve. In addition, the Share Reserve automatically increases on January 1st of each year, for a period of not more than 10 years, beginning on January 1st of the year following the year in which the 2014 Plan became effective and ending on (and including) January 1, 2024, in an amount equal to 4% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year. The Company’s board of directors may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of common stock than would otherwise occur. The Share Reserve is currently 2,343,583 shares for the year ending December 31, 2016. In light of stockholder approval of the 2014 Plan, the Company no longer grants equity awards under the 2007 Plan. As of December 31, 2016, 0 shares of an aggregate total of 407,500 shares were available for future stock-based compensation grants under the 2007 Plan and 686,515 shares of an aggregate total of 2,343,582 shares were available for future stock-based compensation grants under the 2014 Plan. Aggregate intrinsic value represents the difference between the closing market value as of December 31, 2016 of the underlying common stock and the exercise price of outstanding, in-the-money options. A summary of the Company’s stock option activity and related information for 2016 and 2015 is as follows: Options Outstanding Number of Weighted Weighted Aggregate Balance, January 1, 2015 649,500 $ 1.49 7.44 $ 474 Options granted 1,308,017 3.15 Options exercised (7,051 ) 2.10 $ 17 Options forfeited/cancelled (40,555 ) 2.29 Balance, December 31, 2015 1,909,911 $ 2.58 8.56 $ 813 Options granted 160,000 2.23 Options forfeited/cancelled (20,394 ) 2.23 Balance, December 31, 2016 2,049,517 $ 2.58 7.66 $ 306 Exercisable as of December 31, 2015 1,464,189 $ 2.60 8.32 $ 713 Exercisable as of December 31, 2016 1,643,417 $ 2.60 7.66 $ 306 The total compensation cost related to unvested stock option awards not yet recognized was $656 as of December 31, 2016. The weighted average period over which the total unrecognized compensation cost related to these unvested stock awards will be recognized is 2.4 years. The total number of unvested shares was 406,100 and 409,643 as of December 31, 2016 and 2015, respectively. The total estimated grant date fair value of unvested options was $1,092 and $2,484 as of December 31, 2016 and 2015, respectively. The total estimated grant date fair value of options vested during the years ended December 31, 2016 and 2015 was $300 and $2,605, respectively. The weighted average grant date fair value of options granted during the year ended December 31, 2016 is $1.43 per share or an aggregate grant date fair value of $229. The weighted average grant date fair value of options granted during the year ended December 31, 2015 is $2.08 per share or an aggregate grant date fair value of $2,722. The weighted average grand date fair value of options forfeited during the year ended December 31, 2016 was $30. The weighted average grant date fair value of options forfeited during the year ended December 31, 2015 was $61. On January 1, 2015, the Company’s Compensation Committee granted an option to acquire an aggregate of 75,000 shares under the 2014 Plan. On May 1, 2015 the Company’s Compensation Committee granted options to acquire an aggregate of 50,000 shares under the 2014 Plan. On July 21, 2015, the Company’s Compensation Committee granted options to acquire an aggregate of 111,300 shares under the 2014 Plan. All of these options vest monthly over 48 months such that they are vested in full on the four-year anniversary of the grant date. On July 21, 2015, the Company’s Compensation Committee approved the grant of options to acquire an aggregate of 730,500 shares under the 2014 Plan, contingent upon receipt of stockholder approval of an increase of 1,500,000 shares in the 2014 Plan Share Reserve (which approval was received on October 29, 2015). These options originally vested monthly over 12 months such that they are vested in full on the one-year anniversary of the October 29, 2015 grant effectiveness date. On July 31, 2015, the Company’s Compensation Committee granted options to the board of directors to acquire an aggregate of 35,000 shares under the 2014 Plan, which options vested in full on the grant date. On December 31, 2015, the Company’s Compensation Committee granted options to the board of directors, including the CEO, to acquire an aggregate of 306,217 shares under the 2014 plan. Of these, 106,800 options vest monthly over 48 months such that they are vested in full on the four-year anniversary of the grant date. The remaining 199,417 options vested immediately upon grant. In December 2015, the Company accelerated the vesting on 730,500 outstanding options such that they were vested in full as of December 31, 2015. The Company has recorded an expense of $1,062 as it relates to stock based compensation during the year ended December 31, 2015 for this change in vesting schedule. In February 2016, the Company’s Compensation Committee granted options to the board of directors, including the CEO, to acquire an aggregate of 160,000 shares under the 2014 plan. Of these, 35,000 options vest annually on the 1-year anniversary of the grant date. The remaining 125,000 shares vest monthly over 48 months such that they are vested in full on the four-year anniversary of the grant date. Determining the Fair Value of Stock Options The fair value of the options granted is estimated on the date of grant using the Black-Scholes pricing model and the following assumptions for the periods presented: Year ended December 31, 2016 2015 Expected term (in years) 5 5 Risk-free interest rate 1.28% 1.5 – 1.76% Expected volatility 99.9% 80.7 – 83.3% Expected dividend rate 0% 0% The assumptions are based on the following for each of the years presented: Valuation Method Expected Term Volatility Risk-free Interest Rate Expected Dividend Forfeiture The Company has recorded an expense of $300 and $2,605 as it relates to stock-based compensation for the years ended December 31, 2016 and 2015, respectively, which was allocated as follows based on the role and responsibility of the recipient in the Company: Year ended December 31, 2016 2015 Cost of Revenue $ 2 $ 2 Engineering and Product Development 47 101 Sales and Marketing 94 1,172 General and Administrative 157 1,330 Total $ 300 $ 2,605 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The components of the provision for income taxes are as follows: 2016 2015 Current tax provision: Federal $ — $ — State 10 6 Deferred tax provision: Federal — — State — — Total $ 10 $ 6 A summary of the differences between the Company’s effective income tax rate and the Federal statutory income tax rate for the years ended December 31, 2016 and 2015 is as follows: 2016 2015 Federal statutory rate 34.00 % 34.00 % State income tax rate, net of federal benefit (0.2 )% (0.05 )% Change in valuation allowance (26.85 )% (33.95 )% Other (7.26 )% (0.07 )% Effective income tax rate (0.31 )% (0.07 )% Deferred tax assets are comprised of the following at December 31: 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 5,730 $ 4,732 Deferred Revenue 194 453 Depreciation and amortization 30 18 Stock-based compensation 1,089 1,105 Accrual and reserves 117 132 Research and Development Credits 96 130 Total gross deferred tax assets 7,256 6,570 Less valuation allowance (7,256) (6,570 ) Net deferred tax assets $ — $ — As of December 31, 2016, the Company has net operating loss carryforwards of approximately $16,013 for Federal and approximately $6,861 for California, which begin to expire in 2032. The Company also has Federal research and development credit carryforwards of approximately $98 at December 31, 2016 which will begin to expire in 2032. ASC 740-10, Income Taxes The Company’s ability to use operating loss carryforwards and tax credits to offset future taxable income is subject to restrictions under Section 382 of the United States Internal Revenue Code (the “Internal Revenue Code”). These restrictions may limit the future use of future operating loss carryforwards and tax credits if certain ownership changes described in the Internal Revenue Code occur. Future changes in stock ownership may occur that would create further limitations on the Company’s use of it operating loss carryforwards and tax credits. In such a situation, the Company may be required to pay income taxes, even though significant operating loss carryforwards and tax credits might exist. As of December 31, 2016, and 2015, the Company had no unrecognized tax benefits and no adjustments to liabilities or operations were required for uncertain tax positions under ASC 740-10. The Company’s practice is to recognize interest and penalty expenses related to uncertain tax positions in income tax expense, which was zero for the years ended December 31, 2016 and 2015. The Company files income tax returns in the U.S. federal and several state tax jurisdictions. The Company’s tax years beginning in 2012 remain open for examination by the state tax authorities for four years. The Company’s tax years beginning in 2013 remain open for examination by the federal tax authorities for three years. Tax years beginning in 2012 will remain open for examination from the date of utilization of any net operating loss or credits. The Company does not have any tax positions for which it is reasonably possible the total amount of gross unrecognized tax benefits will increase or decrease within 12 months of the year-ended December 31, 2016. |
Net loss per share attributable
Net loss per share attributable to common stockholders | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net loss per share attributable to common stockholders | 12. Net loss per share attributable to common stockholders The following table presents the calculation of basic and diluted net loss per share: Year ended December 31, 2016 2015 Net loss $ (2,554 ) $ (8,501 ) Weighted average shares outstanding 5,123,568 4,928,881 Basic and diluted loss per share $ (0.50 ) $ (1.72 ) Because the Company was in a loss position for each of the periods presented, diluted net loss per share is the same as basic net loss per share for each period as the inclusion of all potential common shares outstanding would have been anti-dilutive. The following weighted average shares outstanding of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive: Year ended December 31, 2016 2015 Weighted average shares outstanding: Common stock warrants 687,599 359,868 Options 2,044,902 1,122,197 Total 2,732,501 1,482,065 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On January 23, 2017, the Company issued and sold 40,000 shares of its common stock to Glenhill Concentrated Long Master Fund, LLC, one of its significant stockholders, pursuant to a stock purchase agreement for $100,000, which was paid in cash. On February 13, 2017, the Company issued and sold an aggregate of 150,000 shares of its common stock to two accredited investors, including GPG RM Investment, LLC, an affiliate of one of its significant stockholders, pursuant to separate stock purchase agreements for an aggregate purchase price of $375,000, which was paid in cash. The Company relied on exemptions from registration contained in Section 4(a)(2) of the Securities Act, and Regulation D, Rule 506 thereunder, for the issuance and sale of the shares of common stock. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies and Estimates (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis for Presentation | Basis for Presentation The Company’s financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Use of Estimates | Use of Estimates The preparation of the accompanying financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses, and related disclosures during the reporting period. Significant items subject to such estimates include revenue recognition, allowance for doubtful accounts, valuation of equipment on lease, deferred tax asset valuation allowance, stock-based compensation and valuation of warrants. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from these estimates. |
Revenue Recognition | Revenue Recognition The Company generates revenue primarily from the rental or license of its vascular testing product, or providing diagnostic testing service to its customers. The Company recognizes revenue from the licensing of its vascular testing product pursuant to agreements that automatically renew each month with revenue recognized on a daily convention basis. The Company’s arrangements with customers for its vascular testing product are normally on a month-to-month basis with fees billed at the rates established in the customer agreement. The Company recognizes revenue for providing diagnostic testing services on a per test basis to customers, as earned. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, net of allowances for doubtful accounts. The allowance for doubtful accounts is based on management’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of this allowance for doubtful accounts by considering historical experience, the age of the accounts receivable balances, the credit quality of the customers, current economic conditions, and other factors that may affect customers’ ability to pay to determine whether a specific allowance is appropriate. Accounts receivable deemed uncollectable are charged against the allowance for doubtful accounts when identified. |
Assets for Lease | Assets for Lease Assets for lease are recorded at cost. At December 31, 2016 and 2015, assets for lease consisted of vascular testing devices, which are leased to customers. The cost of such assets for lease is depreciated on a straight-line basis over 36 months for the units outstanding and recorded as cost of revenue. The Company regularly reviews whether facts and circumstances exist which indicate that the carrying amounts of assets, may not be recoverable or that the useful life of assets are shorter or longer than originally estimated. The Company assesses the recoverability of its assets by comparing the projected undiscounted net cash flows associated with the related assets over their estimated remaining lives against their respective carrying amounts. The Company considers factors such as estimated usage and expected lives of its assets for lease in this analysis. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. At December 31, 2016 and 2015, there were no impairment indicators. |
Property and Equipment | Property and Equipment Capital assets are recorded at cost. The cost of such capital assets is depreciated on a straight-line basis over a term depending on the assigned category (described below) and recorded as cost of revenue for WellChec capital assets and depreciation for all other capital assets recorded in engineering and product development, sales and marketing and general and administrative expenses. At December 31, 2016 and 2015, capital assets are classified into one of the following categories: Category Name Description Machinery & Equipment Manufacturing, R&D, or other non-office equipment Computer Equipment & Software Software, computers, monitors, printers and other related equipment Furniture & Fixtures Office equipment and furniture owned by the company At December 31, 2016 and 2015, capital assets are depreciated based on the following assumed useful life for each category: Account Name Useful Life Machinery & Equipment Five years Computer Equipment & Software Three years Furniture & Fixtures Five years The Company regularly reviews whether facts and circumstances exist which indicate that the carrying amounts of capital assets, may not be recoverable or that the useful life of assets are shorter or longer than originally estimated. The Company assesses the recoverability of its assets by comparing the projected fair value of the related asset over the estimated remaining life against the respective carrying amounts. The Company considers factors such as estimated usage and expected lives of its capital assets in this analysis. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. At December 31, 2016 and 2015, there were no impairment indicators. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of the fair value hierarchy under Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurement, are described as follows: Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 Level 3 The financial instruments of the Company consist primarily of cash, accounts receivable, accounts payable, and loans payable of the Company. The carrying amounts of these items are considered a reasonable estimate of fair value at December 31, 2016 and 2015 due to their short term nature and their market interest rates. |
Deferred Revenue | Deferred Revenue Deferred revenue represents amounts billed to or collected from customers for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met. The full amount is expected to be recognized as revenues within one year from the balance sheet date and, therefore, such deferred amounts have been classified as current liabilities in the balance sheets presented. The Company generally invoices its clients in advance of a rental period with payment due upon receipt of the invoice. |
Debt Discounts | Debt Discounts In 2011, certain of the Company’s Directors personally guaranteed various loans or leases for the Company from First Republic Bank and U.S. Bancorp Business Equipment Finance Group, see Note 8. In consideration for the personal guarantees, these directors were given the opportunity to purchase fully vested warrants exercisable for common stock, which were determined to have a fair value of $425 at issuance. The debt discount is the fair value of the related warrants less the purchase price of the warrants. These leases were paid off early due to the opening of a new line of credit, resulting in acceleration of the expensing of the outstanding debt discount. These debt discounts were being amortized over the term of the loan or lease obligation. The amount amortized to interest expense was $55 in 2015. See Note 8. In 2016, the Company secured promissory notes from various accredited investors. These accredited investors were given the opportunity to purchase fully vested warrants exercisable for common stock, which were determined to have a fair value of $407 at issuance which was recorded as debt discount. These debt discounts are being amortized to interest expense over the two-year life of the loan. The Company recognized $185 of interest expense associated with these discounts in 2016. See Note 8. |
Research and Development | Research and Development The Company expenses costs related to the research and development associated with the design, development, testing and enhancement of its products and services. Such expenses include salaries and related employee benefits, and fees paid to external service providers. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense is measured based on the grant-date fair value of the stock-based awards. The Company recognizes stock-based compensation expense for the portion of each option grant or stock award that is expected to vest over the estimated period of service and vesting. The Company uses the Black-Scholes option pricing model as the method for determining the estimated grant-date fair value of stock options. The Black-Scholes option pricing model requires the use of subjective assumptions which determine the fair value of stock-based awards, including the option’s expected volatility. In addition, the Company estimates the forfeiture rate of such awards during the requisite service period. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the grant. |
Employee Benefit Plan | Employee Benefit Plan The Company has a savings plan that qualifies under Section 401(k) of the Internal Revenue Code. There were no matching or discretionary employer contributions made to this plan during the years ended December 31, 2016 and 2015. |
Income Taxes | Income Taxes The Company uses the asset and liability method to account for income taxes. Deferred tax assets and liabilities are recognized for the expected tax consequences attributable to the differences between financial reporting and the tax bases of existing assets and liabilities and net operating loss carry forwards, and they are measured using enacted tax rates expected to be in effect when differences are expected to reverse. A valuation allowance is recorded for loss carry-forwards and other deferred tax assets where it is more likely than not that such loss carry-forward and deferred tax assets will not be realized. The estimate for the valuation allowance for deferred tax assets requires management to make significant estimates and judgments about projected future operating results. If actual results differ from these projections or if management’s expectations of future results change, it may be necessary to adjust the valuation allowance. |
Net Loss per Share | Net Loss per Share Basic and diluted net loss per common share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the periods. For the periods presented, the Company’s outstanding common stock equivalents consisted of options and warrants to purchase shares of common stock, all of which are antidilutive, and therefore were not included in the calculation for diluted loss per share. |
Excise Tax Liability on Medical Devices | Excise Tax Liability on Medical Devices Recognition of the excise tax liability falls under ASC 450, Contingencies |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Identifying Performance Obligations and Licensing Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting Narrow-Scope Improvements and Practical Expedients In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes In January 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments |
Assets for lease, net (Tables)
Assets for lease, net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases, Capital [Abstract] | |
Schedule of assets for lease | As of December 31, 2016 2015 Assets for lease $ 1,361 $ 1,280 Less: accumulated depreciation (486 ) (450 ) Assets for lease, net $ 875 $ 830 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule capital assets | As of December 31, 2016 2015 Capital assets $ 760 $ 542 Less: accumulated depreciation (170 ) (45 ) Capital assets, net $ 590 $ 497 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of accrued expenses | As of December 31, 2016 2015 Offering Costs $ 227 $ 227 Compensation 1,481 1,093 Board of Director Fees 182 120 Miscellaneous Accruals 295 877 Total Accrued Expenses $ 2,185 $ 2,317 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Loans Payable | Loans Payable For the Year Ended December 31, 2016 Lender Related Party Long-term Short-term Chang Family Trust 1,000 Chang Family Trust 500 Glenhill Concentrated Long Master Fund, LLC 250 Accredited Investor 700 Accredited Investor 160 Accredited Investor 80 Ascentium Capital, LLC 22 Ascentium Capital, LLC 42 24 Royal Bank America Leasing, L.P. 25 Ascentium Capital, LLC 21 10 Total 1,750 1,003 81 Debt Discounts (156 ) (65 ) — Total, net of debt discounts 1,594 938 81 |
Schedule of relative fair value of the warrants granted using the Black-Scholes pricing model | For the year ended Expected term (in years) 2 Risk-free interest rate 0.73 – 1.1% Expected volatility 97.7 – 100% Expected dividend rate. 0% |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of common stock reserved for issuance | Year ended December 31, 2016 2015 Common stock warrants 751,366 387,714 Options 2,049,517 1,909,911 Total 2,800,883 2,297,625 |
Stock Option Plan (Tables)
Stock Option Plan (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of summary of stock-based compensation activity | Options Outstanding Number of Weighted Weighted Aggregate Balance, January 1, 2015 649,500 $ 1.49 7.44 $ 474 Options granted 1,308,017 3.15 Options exercised (7,051 ) 2.10 $ 17 Options forfeited/cancelled (40,555 ) 2.29 Balance, December 31, 2015 1,909,911 $ 2.58 8.56 $ 813 Options granted 160,000 2.23 Options forfeited/cancelled (20,394 ) 2.23 Balance, December 31, 2016 2,049,517 $ 2.58 7.66 $ 306 Exercisable as of December 31, 2015 1,464,189 $ 2.60 8.32 $ 713 Exercisable as of December 31, 2016 1,643,417 $ 2.60 7.66 $ 306 |
Schedule of weighted-average Black-Scholes fair value assumptions | Year ended December 31, 2016 2015 Expected term (in years) 5 5 Risk-free interest rate 1.28% 1.5 – 1.76% Expected volatility 99.9% 80.7 – 83.3% Expected dividend rate 0% 0% |
Schedule of stock-based compensation based on the role and responsibility of the recipient in the Company | Year ended December 31, 2016 2015 Cost of Revenue $ 2 $ 2 Engineering and Product Development 47 101 Sales and Marketing 94 1,172 General and Administrative 157 1,330 Total $ 300 $ 2,605 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of the provision for income taxes | 2016 2015 Current tax provision: Federal $ — $ — State 10 6 Deferred tax provision: Federal — — State — — Total $ 10 $ 6 |
Schedule of differences between the Company's effective income tax rate and the Federal statutory income tax rate | 2016 2015 Federal statutory rate 34.00 % 34.00 % State income tax rate, net of federal benefit (0.2 )% (0.05 )% Change in valuation allowance (26.85 )% (33.95 )% Other (7.26 )% (0.07 )% Effective income tax rate (0.31 )% (0.07 )% |
Schedule of deferred tax assets | 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 5,730 $ 4,732 Deferred Revenue 194 453 Depreciation and amortization 30 18 Stock-based compensation 1,089 1,105 Accrual and reserves 117 132 Research and Development Credits 96 130 Total gross deferred tax assets 7,256 6,570 Less valuation allowance (7,256) (6,570 ) Net deferred tax assets $ — $ — |
Net loss per share attributab28
Net loss per share attributable to common stockholders (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per share | Year ended December 31, 2016 2015 Net loss $ (2,554 ) $ (8,501 ) Weighted average shares outstanding 5,123,568 4,928,881 Basic and diluted loss per share $ (0.50 ) $ (1.72 ) |
Schedule of common stock equivalents excluded from the computation of diluted net loss per share | Year ended December 31, 2016 2015 Weighted average shares outstanding: Common stock warrants 687,599 359,868 Options 2,044,902 1,122,197 Total 2,732,501 1,482,065 |
Going Concern (Detail Textuals)
Going Concern (Detail Textuals) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 01, 2015 |
Going Concern [Abstract] | |||
Negative working capital | $ (1,637) | ||
Cash | 622 | $ 405 | $ 4,156 |
Stockholders' deficit | $ (2,919) | $ (1,072) | $ 3,436 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies and Estimates (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Description of assets for lease | Assets for lease is depreciated on a straight-line basis over 36 months for the units outstanding and recorded as cost of revenue. | |
Fair value of warrants exercisable for common stock at issuance | $ 407 | $ 425 |
Amortized interest expense | 185 | 55 |
Excise tax | $ 0 | $ 136 |
Machinery & Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Capital assets depreciated assumed useful life | Five years | |
Computer Equipment & Software | ||
Property, Plant and Equipment [Line Items] | ||
Capital assets depreciated assumed useful life | Three years | |
Furniture & Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Capital assets depreciated assumed useful life | Five years |
Assets for lease, net - Summary
Assets for lease, net - Summary of assets for lease (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Leases, Capital [Abstract] | ||
Assets for lease | $ 1,361 | $ 1,280 |
Less: accumulated depreciation | (486) | (450) |
Assets for lease, net | $ 875 | $ 830 |
Assets for lease, net (Detail T
Assets for lease, net (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Leases, Capital [Abstract] | ||
Depreciation expense | $ 323 | $ 271 |
Reduction to accumulated depreciation for returned items | 287 | 104 |
Loss on disposal of assets for lease | $ 223 | $ 144 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Abstract] | ||
Capital assets | $ 760 | $ 542 |
Less: accumulated depreciation | (170) | (45) |
Capital assets, net | $ 590 | $ 497 |
Property and Equipment, net (34
Property and Equipment, net (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 129 | $ 44 |
Accrued Expenses - Summary of a
Accrued Expenses - Summary of accrued expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities, Current [Abstract] | ||
Offering Costs | $ 227 | $ 227 |
Compensation | 1,481 | 1,093 |
Board of Director Fees | 182 | 120 |
Miscellaneous Accruals | 295 | 877 |
Total Accrued Expenses | $ 2,185 | $ 2,317 |
Concentration of Credit Risk (D
Concentration of Credit Risk (Detail Textuals) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($)Customer | Dec. 31, 2015USD ($)Customer | |
Concentration Risk [Line Items] | ||
Allowance for doubtful accounts | $ | $ 87 | $ 183 |
Sales revenue | Customer concentration risk | ||
Concentration Risk [Line Items] | ||
Number of customers | 1 | 2 |
Sales revenue | Customer concentration risk | Customer one concentration risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 15.10% | 14.20% |
Sales revenue | Customer concentration risk | Customer two concentration risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.80% | |
Accounts receivable | Customer concentration risk | ||
Concentration Risk [Line Items] | ||
Number of customers | 3 | 2 |
Accounts receivable | Customer concentration risk | Customer one concentration risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 24.20% | 19.40% |
Accounts receivable | Customer concentration risk | Customer two concentration risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 15.10% | 13.30% |
Accounts receivable | Customer concentration risk | Customer three concentration risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 13.70% |
Commitments and Contingencies37
Commitments and Contingencies (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Line of Credit Facility [Line Items] | |
Related Party, Total | $ 1,750 |
Related Party, Debt Discounts | (156) |
Related Party, Total, net of debt discounts | 1,594 |
Long-term, Total | 1,003 |
Long-term, Debt Discounts | (65) |
Long-term, Total, net of debt discounts | 938 |
Short-term, Total | 81 |
Short-term, Debt Discounts | |
Short-term, Total, net of debt discounts | 81 |
Chang Family Trust | |
Line of Credit Facility [Line Items] | |
Related Party, Total | 1,000 |
Chang Family Trust | |
Line of Credit Facility [Line Items] | |
Related Party, Total | 500 |
Glenhill Concentrated Long Master Fund, LLC | |
Line of Credit Facility [Line Items] | |
Related Party, Total | 250 |
Accredited Investor | |
Line of Credit Facility [Line Items] | |
Long-term, Total | 700 |
Accredited Investor | |
Line of Credit Facility [Line Items] | |
Long-term, Total | 160 |
Accredited Investor | |
Line of Credit Facility [Line Items] | |
Long-term, Total | 80 |
Ascentium Capital, LLC | |
Line of Credit Facility [Line Items] | |
Short-term, Total | 22 |
Ascentium Capital, LLC | |
Line of Credit Facility [Line Items] | |
Long-term, Total | 42 |
Short-term, Total | 24 |
Royal Bank America Leasing, L.P. | |
Line of Credit Facility [Line Items] | |
Short-term, Total | 25 |
Ascentium Capital, LLC | |
Line of Credit Facility [Line Items] | |
Long-term, Total | 21 |
Short-term, Total | $ 10 |
Commitments and Contingencies38
Commitments and Contingencies (Detail Textuals) - USD ($) | Jul. 15, 2015 | Sep. 23, 2014 | Dec. 31, 2016 | Dec. 31, 2015 |
Property Subject to or Available for Operating Lease [Line Items] | ||||
Accrued rent | $ 50,000 | |||
Facilities lease expense | $ 70,000 | 209,000 | ||
Deferred Rent | 35,000 | $ 43,000 | ||
Lease Agreement | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Term specified for lease agreement | 36 months | |||
Future lease payments for December 31, 2017 | 215,400 | |||
Future lease payments for December 31, 2018 | 18,000 | |||
Sub Lease Agreement | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Term specified for lease agreement | 30 months | |||
Future lease payments for December 31, 2017 | 194,400 | |||
Future lease payments for December 31, 2018 | 16,500 | |||
Lease term from February 2015 to January 2016 | Lease Agreement | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Payments required per month under terms of lease agreement | 17,000 | |||
Lease term from February 2016 to January 2017 | Lease Agreement | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Payments required per month under terms of lease agreement | 17,500 | |||
Lease term from February 2017 to January 2018 | Lease Agreement | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Payments required per month under terms of lease agreement | 18,000 | |||
Lease term from August 2015 to July 2016 | Sub Lease Agreement | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Payments required per month under terms of lease agreement | 15,500 | |||
Lease term from August 2016 to July 2017 | Sub Lease Agreement | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Payments required per month under terms of lease agreement | 16,000 | |||
Lease term from August 2017 to July 2018 | Sub Lease Agreement | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Payments required per month under terms of lease agreement | $ 16,500 |
Commitments and Contingencies39
Commitments and Contingencies (Detail Textuals 1) - USD ($) | Oct. 02, 2016 | Jul. 11, 2016 | Jul. 08, 2016 | Jul. 01, 2016 | Apr. 05, 2016 | Jan. 15, 2016 | Nov. 30, 2016 | Nov. 21, 2016 | May 20, 2016 | Apr. 30, 2016 | Mar. 31, 2016 | Jan. 31, 2016 | Jan. 21, 2016 | Sep. 30, 2014 | May 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Commitments And Contingencies [Line Items] | |||||||||||||||||
Interest expense | $ 391,000 | $ 74,000 | |||||||||||||||
Amortization of debt discount | 185,000 | 55,000 | |||||||||||||||
Fair value of warrants issued to lenders | $ 407,000 | ||||||||||||||||
Accredited Investor | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Exercise price per warrants | $ 1.85 | $ 1.85 | $ 1.85 | ||||||||||||||
Warrant term | 2 years | 2 years | 2 years | ||||||||||||||
Threshold limit of common stock on exceeding which need shareholders approval for exercising | 4.99% | 4.99% | 4.99% | ||||||||||||||
Number of common stock called by warrants | 28,378 | 18,162 | 9,081 | ||||||||||||||
Chang Family Trust | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Exercise price per warrants | $ 1.75 | ||||||||||||||||
Warrant term | 2 years | ||||||||||||||||
Threshold limit of common stock on exceeding which need shareholders approval for exercising | 19.99% | ||||||||||||||||
Number of common stock called by warrants | 114,286 | ||||||||||||||||
Software License Financing Agreement | Ascentium Capital, LLC | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Amount of loan obtained | $ 74,000 | $ 39,000 | |||||||||||||||
Term of loan | 36 months | 12 months | |||||||||||||||
Annual fixed interest rate | 8.90% | 8.90% | |||||||||||||||
Monthly principal plus accrued interest payment | $ 2,400 | $ 4,600 | |||||||||||||||
Term of interest and principal payments | 9 months | ||||||||||||||||
Secured Equipment Financing Agreement | Royal Bank America Leasing, L.P. | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Amount of loan obtained | $ 140,000 | ||||||||||||||||
Term of loan | 36 months | ||||||||||||||||
Annual fixed interest rate | 7.30% | ||||||||||||||||
First installment | $ 37,000 | ||||||||||||||||
Second installment disbursed in July 2017 | 47,000 | ||||||||||||||||
Third installment disbursed in July 2018 | 56,000 | ||||||||||||||||
Principal and accrued interest for each of the first 12 months | 3,500 | ||||||||||||||||
Principal and accrued interest for each of the first 13-24 months | 4,400 | ||||||||||||||||
Principal and accrued interest for each of the first 25-36 months | $ 5,300 | ||||||||||||||||
Secured Equipment Financing Agreement | Ascentium Capital, LLC | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Amount of loan obtained | $ 33,000 | ||||||||||||||||
Term of loan | 36 months | ||||||||||||||||
Annual fixed interest rate | 9.10% | ||||||||||||||||
Monthly principal plus accrued interest payment | $ 1,000 | ||||||||||||||||
Secured Debt | Line Of Credit Agreement | First Republic Bank | Revolving Credit Facility | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Maximum limit of borrowing | $ 2,000,000 | ||||||||||||||||
Term of loan | 12 months | ||||||||||||||||
Annual variable interest rate | 2.00% | ||||||||||||||||
Description of interest rates | Prime rate | ||||||||||||||||
Annual fixed interest rate | 1.25% | ||||||||||||||||
Monthly principal plus accrued interest payment | $ 2,002,000 | ||||||||||||||||
Monthly interest payment | $ 2,000 | ||||||||||||||||
Frequency of payment | Monthly | ||||||||||||||||
Restricted cash | $ 2,100,000 | ||||||||||||||||
Unsecured Debt | Loan Agreement | Accredited Investor | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Amount of loan obtained | $ 160,000 | $ 80,000 | $ 700,000 | ||||||||||||||
Term of loan | 24 months | 24 months | 24 months | 24 months | |||||||||||||
Annual fixed interest rate | 10.00% | 10.00% | 10.00% | ||||||||||||||
Monthly principal plus accrued interest payment | $ 160,000 | $ 80,000 | $ 160,000 | $ 700,000 | |||||||||||||
Exercise price per warrants | $ 1.85 | $ 1.85 | $ 1.85 | ||||||||||||||
Warrant term | 2 years | 2 years | 2 years | ||||||||||||||
Threshold limit of common stock on exceeding which need shareholders approval for exercising | 4.99% | 4.99% | 4.99% | ||||||||||||||
Number of common stock called by warrants | 18,162 | 9,081 | 79,459 | ||||||||||||||
Unsecured Debt | Loan Agreement | Glenhill Concentrated Long Master Fund, LLC | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Amount of loan obtained | $ 250,000 | ||||||||||||||||
Term of loan | 24 months | ||||||||||||||||
Annual fixed interest rate | 10.00% | ||||||||||||||||
Monthly principal plus accrued interest payment | $ 250,000 | ||||||||||||||||
Exercise price per warrants | $ 1.85 | ||||||||||||||||
Warrant term | 2 years | ||||||||||||||||
Threshold limit of common stock on exceeding which need shareholders approval for exercising | 4.99% | ||||||||||||||||
Number of common stock called by warrants | 28,378 | ||||||||||||||||
Unsecured Debt | Loan Agreement | Chang Family Trust | William H C Chang | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Amount of loan obtained | $ 1,000,000 | $ 500,000 | |||||||||||||||
Term of loan | 24 months | 24 months | |||||||||||||||
Annual fixed interest rate | 10.00% | 5.00% | |||||||||||||||
Monthly principal plus accrued interest payment | $ 1,000,000 | $ 500,000 | |||||||||||||||
Exercise price per warrants | $ 1.75 | $ 1.75 | |||||||||||||||
Warrant term | 2 years | 2 years | |||||||||||||||
Threshold limit of common stock on exceeding which need shareholders approval for exercising | 19.99% | 19.99% | |||||||||||||||
Number of common stock called by warrants | 114,286 | 114,286 | |||||||||||||||
Additional indebtness | $ 50,000 | $ 50,000 |
Stockholders' Equity (Deficit40
Stockholders' Equity (Deficit) (Details) - shares | Dec. 31, 2016 | Dec. 31, 2015 |
Stockholders Equity Deficit [Line Items] | ||
Total | 2,800,883 | 2,297,625 |
Common stock warrants | ||
Stockholders Equity Deficit [Line Items] | ||
Total | 751,366 | 387,714 |
Options | ||
Stockholders Equity Deficit [Line Items] | ||
Total | 2,049,517 | 1,909,911 |
Stockholders' Equity (Deficit41
Stockholders' Equity (Deficit) (Detail Textuals) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 30, 2015 | Sep. 30, 2013 |
Stockholders' Equity Note [Abstract] | ||||
Shares Authorized | 54,000,000 | |||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 4,000,000 | |||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 |
Stockholders' Equity (Deficit42
Stockholders' Equity (Deficit) (Detail Textuals 1) - USD ($) $ / shares in Units, $ in Thousands | Apr. 05, 2016 | Nov. 30, 2016 | May 20, 2016 | Apr. 30, 2016 | Mar. 31, 2016 | Jan. 31, 2016 | Sep. 30, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Feb. 28, 2015 | May 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Stockholders Equity Deficit [Line Items] | |||||||||||||
Stock-based compensation expense | $ 300 | $ 2,605 | |||||||||||
Number of shares in reserve | 2,800,883 | 2,297,625 | |||||||||||
Chang Family Trust | |||||||||||||
Stockholders Equity Deficit [Line Items] | |||||||||||||
Threshold limit of common stock on exceeding which need shareholders approval for exercising | 19.99% | ||||||||||||
Exercise price per warrants | $ 1.75 | ||||||||||||
Number of common stock called by warrants | 114,286 | ||||||||||||
Warrant term | 2 years | ||||||||||||
Accredited investors | |||||||||||||
Stockholders Equity Deficit [Line Items] | |||||||||||||
Threshold limit of common stock on exceeding which need shareholders approval for exercising | 4.99% | 4.99% | 4.99% | ||||||||||
Exercise price per warrants | $ 1.85 | $ 1.85 | $ 1.85 | ||||||||||
Number of common stock called by warrants | 28,378 | 18,162 | 9,081 | ||||||||||
Warrant term | 2 years | 2 years | 2 years | ||||||||||
Unsecured Debt | Accredited investors | Loan Agreement | |||||||||||||
Stockholders Equity Deficit [Line Items] | |||||||||||||
Threshold limit of common stock on exceeding which need shareholders approval for exercising | 4.99% | 4.99% | 4.99% | ||||||||||
Exercise price per warrants | $ 1.85 | $ 1.85 | $ 1.85 | ||||||||||
Number of common stock called by warrants | 18,162 | 9,081 | 79,459 | ||||||||||
Warrant term | 2 years | 2 years | 2 years | ||||||||||
Initial public offering | Common Stock | |||||||||||||
Stockholders Equity Deficit [Line Items] | |||||||||||||
Stock-based compensation expense | $ 363 | ||||||||||||
Underwriters option | |||||||||||||
Stockholders Equity Deficit [Line Items] | |||||||||||||
Number of common stock called by warrants | 71,500 | ||||||||||||
Private placement | |||||||||||||
Stockholders Equity Deficit [Line Items] | |||||||||||||
Number of common stock sold in IPO | 143,000 | 62,500 | 55,000 | 140,000 | |||||||||
Public offering price (in dollars per share) | $ 3.50 | $ 4 | $ 4.52 | ||||||||||
Net proceeds from issuance initial public offering | $ 501 | $ 250 | $ 248 | $ 374 | |||||||||
Exercise price per warrants | $ 1.75 | ||||||||||||
Number of common stock called by warrants | 28,000 | ||||||||||||
Warrant term | 2 years |
Stock Option Plan - Summary of
Stock Option Plan - Summary of stock-based compensation activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Stock Options Outstanding | |||
Balance | 1,909,911 | 649,500 | |
Granted | 160,000 | 1,308,017 | |
Exercised | (7,051) | ||
Forfeited/Cancelled | (20,394) | (40,555) | |
Balance | 2,049,517 | 1,909,911 | |
Exercisable | 1,643,417 | 1,464,189 | |
Weighted Average Exercise Price | |||
Balance | $ 2.58 | $ 1.49 | |
Granted | 2.23 | 3.15 | |
Exercised | 2.10 | ||
Forfeited/Cancelled | 2.23 | 2.29 | |
Balance | 2.58 | 2.58 | |
Exercisable | $ 2.60 | $ 2.60 | |
Weighted Average Remaining Contractual Term, Options Outstanding (in years) | 7 years 7 months 28 days | 8 years 6 months 22 days | 7 years 5 months 9 days |
Weighted Average Remaining Contractual Term, Options Exercisable (in years) | 7 years 7 months 28 days | 8 years 3 months 26 days | |
Aggregate Intrinsic Value, Options exercised | $ 17 | ||
Aggregate Intrinsic Value, Options Outstanding | $ 306 | 813 | $ 474 |
Aggregate Intrinsic Value, Options Exercisable | $ 306 | $ 713 |
Stock Option Plan - Weighted-av
Stock Option Plan - Weighted-average Black-Scholes fair value assumptions (Details 1) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 5 years | 5 years |
Risk free interest rate | 1.28% | |
Expected volatility | 99.90% | |
Expected dividend yield | 0.00% | 0.00% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 1.76% | |
Expected volatility | 83.30% | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 1.50% | |
Expected volatility | 80.70% |
Stock Option Plan - Stock-based
Stock Option Plan - Stock-based compensation (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 300 | $ 2,605 |
Cost of Revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 2 | 2 |
Engineering and Product Development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 47 | 101 |
Sales and Marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 94 | 1,172 |
General and Administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 157 | $ 1,330 |
Stock Option Plan (Detail Textu
Stock Option Plan (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2015 | Jul. 21, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares in reserve | 2,800,883 | 2,297,625 | ||
Stock-based compensation expense | $ 300 | $ 2,605 | ||
Total unrecognized compensation cost related to non-vested awards | $ 656 | |||
Weighted average period of unvested stock awards | 2 years 4 months 24 days | |||
Total estimated grant date fair value of options non-vested | $ 1,092 | 2,484 | ||
Total estimated grant date fair value of options vested | $ 300 | $ 2,605 | ||
Weighted average grant date fair value of options granted | $ 1.43 | $ 2.08 | ||
Weighted average grant date fair value of options forfeited | $ 30 | $ 61 | ||
Aggregate grant date fair value | $ 229 | $ 2,722 | ||
Total number of unvested shares | 406,100 | 409,643 | ||
2007 Key Person Stock Option Plan ("2007 Plan") | Employee stock option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of stock options vested | 0 | |||
Aggregate number of shares | 407,500 | |||
2014 Stock Incentive Plan ("2014 Plan") | Employee stock option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of shares reserve increase | 4.00% | |||
Number of shares in reserve | 2,343,583 | |||
Number of stock options vested | 686,515 | |||
Aggregate number of shares | 450,000 | |||
Additional authorized shares | 1,500,000 | 730,500 | ||
Maximum term of stock option grants | 10 years |
Stock Option Plan (Detail Tex47
Stock Option Plan (Detail Textuals 1) - USD ($) $ in Thousands | Jan. 01, 2015 | Feb. 28, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Jul. 21, 2015 | May 01, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 300 | $ 2,605 | ||||||
Number of stock options granted | 160,000 | 1,308,017 | ||||||
Number of stock option forfeited | 20,394 | 40,555 | ||||||
Number of stock options exercised | 7,051 | |||||||
2007 Key Person Stock Option Plan ("2007 Plan") | Employee stock option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Aggregate number of shares | 407,500 | |||||||
2014 Stock Incentive Plan ("2014 Plan") | Board of Directors | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Aggregate number of shares | 35,000 | |||||||
2014 Stock Incentive Plan ("2014 Plan") | Employee stock option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Aggregate number of shares | 450,000 | |||||||
Additional authorized shares | 1,500,000 | 730,500 | ||||||
Number of stock options vested and exercisable | 1,500,000 | |||||||
Stock-based compensation expense | $ 1,062 | |||||||
Number of stock options granted | 75,000 | 35,000 | 111,300 | 50,000 | ||||
Vesting period of option | 48 months | 48 months | 48 months | |||||
Original vesting period of options | 12 months | |||||||
Options accelerated for vesting | 730,500 | |||||||
2014 Stock Incentive Plan ("2014 Plan") | Employee stock option | Board of Directors | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of stock options vested and exercisable | 106,800 | |||||||
Number of stock options granted | 306,217 | |||||||
Vesting period of option | 48 months | |||||||
Number of options immediately vested | 199,417 | |||||||
2014 Stock Incentive Plan ("2014 Plan") | Employee stock option | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of stock options vested and exercisable | 35,000 | |||||||
Number of stock options granted | 160,000 | |||||||
Vesting period of option | 48 months | |||||||
Number of options periodically vested | 125,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current tax provision: | ||
Federal | ||
State | 10 | 6 |
Deferred tax provision: | ||
Federal | ||
State | ||
Total | $ 10 | $ 6 |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 34.00% | 34.00% |
State income tax rate, net of federal benefit | (0.20%) | (0.05%) |
Change in valuation allowance | (26.85%) | (33.95%) |
Other | (7.26%) | (0.07%) |
Effective income tax rate | (0.31%) | (0.07%) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 5,730 | $ 4,732 |
Deferred Revenue | 194 | 453 |
Depreciation and amortization | 30 | 18 |
Stock-based compensation | 1,089 | 1,105 |
Accrual and reserves | 117 | 132 |
Research and Development Credits | 96 | 130 |
Total gross deferred tax assets | 7,256 | 6,570 |
Less valuation allowance | (7,256) | (6,570) |
Net deferred tax assets |
Income Taxes (Detail Textuals)
Income Taxes (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforwards for federal | $ 16,013 | |
Net operating loss carryforwards for California | 6,861 | |
Income penalties expense | 0 | $ 0 |
Federal research and development | ||
Tax Credit Carryforward [Line Items] | ||
Federal research and development credit carryforwards | $ 98 |
Net loss per share attributab52
Net loss per share attributable to common stockholders - Calculation of basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (2,554) | $ (8,501) |
Weighted average shares outstanding (in shares) | 5,123,568 | 4,928,881 |
Basic and diluted loss per share (in dollars per share) | $ (0.50) | $ (1.72) |
Net loss per share attributab53
Net loss per share attributable to common stockholders - Summary of outstanding shares of common stock equivalents excluded from computation of diluted net loss per share (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Weighted average shares outstanding: | ||
Total | 2,732,501 | 1,482,065 |
Common stock warrants | ||
Weighted average shares outstanding: | ||
Total | 687,599 | 359,868 |
Options | ||
Weighted average shares outstanding: | ||
Total | 2,044,902 | 1,122,197 |
Subsequent Events (Detail Textu
Subsequent Events (Detail Textuals) - Subsequent event | 1 Months Ended | |
Feb. 13, 2017USD ($)Investorshares | Jan. 23, 2017USD ($)shares | |
Glenhill Concentrated Long Master Fund, LLC | Stock purchase agreement | ||
Subsequent Event [Line Items] | ||
Number of common stock shares issued and sold | shares | 40,000 | |
Value of common stock shares issued and sold, paid in cash | $ | $ 100,000 | |
Accredited investors | ||
Subsequent Event [Line Items] | ||
Number of common stock shares issued and sold | shares | 150,000 | |
Value of common stock shares issued and sold, paid in cash | $ | $ 375,000 | |
Number of accredited investors | Investor | 2 |