Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 02, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Semler Scientific, Inc. | |
Entity Central Index Key | 1,554,859 | |
Trading Symbol | smlr | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 5,463,568 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 3,607 | $ 1,982 | $ 8,239 | $ 5,118 |
Operating expenses: | ||||
Cost of revenue | 724 | 398 | 1,855 | 1,348 |
Engineering and product development | 432 | 183 | 1,345 | 634 |
Sales and marketing | 1,350 | 950 | 3,502 | 2,952 |
General and administrative | 1,025 | 706 | 2,765 | 2,236 |
Total operating expenses | 3,531 | 2,237 | 9,467 | 7,170 |
Income (loss) from operations | 76 | (255) | (1,228) | (2,052) |
Interest expense | (42) | (40) | (190) | (81) |
Interest expense - related parties | (75) | (65) | (158) | (194) |
Loss on extinguishment of loans | (179) | |||
Other expense | (2) | (8) | (7) | |
Other expense | (117) | (107) | (535) | (282) |
Net loss | $ (41) | $ (362) | $ (1,763) | $ (2,334) |
Net loss per share, basic and diluted (in dollars per share) | $ (0.01) | $ (0.07) | $ (0.33) | $ (0.46) |
Weighted average number of shares used in computing basic and diluted loss per share (in shares) | 5,463,568 | 5,123,568 | 5,346,178 | 5,123,568 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 578 | $ 622 |
Trade accounts receivable, net of allowance for doubtful accounts of $35 and $87, respectively | 1,477 | 877 |
Prepaid expenses and other current assets | 158 | 93 |
Total current assets | 2,213 | 1,592 |
Assets for lease, net | 1,173 | 875 |
Property and equipment, net | 470 | 590 |
Long-term deposits | 15 | 15 |
Total assets | 3,871 | 3,072 |
Current liabilities: | ||
Accounts payable | 647 | 450 |
Accrued expenses | 2,880 | 2,185 |
Deferred revenue | 875 | 513 |
Accrued interest | 143 | |
Loans payable net of debt discount of $23 and $0, respectively | 1,033 | 81 |
Total current liabilities | 5,578 | 3,229 |
Long-term liabilities: | ||
Deferred rent, less current portion | 13 | 35 |
Accrued interest, less current portion | 71 | |
Accrued interest - related parties | 22 | 124 |
Loans payable net of debt discount of $0 and $65, respectively, less current portion | 36 | 938 |
Related party loans payable net of debt discount of $17 and $156, respectively | 1,810 | 1,594 |
Total long-term liabilities | 1,881 | 2,762 |
Stockholders' deficit: | ||
Common stock, $0.001 par value; 50,000,000 shares authorized; 5,488,568 and 5,148,568 shares issued, and 5,463,568 and 5,123,568 outstanding (treasury shares of 25,000 and 25,000), respectively | 5 | 5 |
Additional paid-in capital | 23,093 | 21,998 |
Accumulated deficit | (26,686) | (24,922) |
Total stockholders' deficit | (3,588) | (2,919) |
Total liabilities and stockholders' deficit | $ 3,871 | $ 3,072 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts on trade accounts receivable (in dollars) | $ 35 | $ 87 |
Debt discount on loans payable, current | 23 | 0 |
Debt discount on loans payable, noncurrent | 0 | 65 |
Debt discount on related party loans payable, noncurrent | $ 17 | $ 156 |
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 | 5,488,568 | 5,148,568 |
Common stock, shares outstanding | 5,463,568 | 5,123,568 |
Treasury stock, shares | 25,000 | 25,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,763) | $ (2,334) |
Reconciliation of Net Loss to Net Cash Provided by (Used in) Operating Activities: | ||
Amortization of debt discount | 138 | 133 |
Accretion of non-cash interest | 109 | |
Loss on extinguishment of debt | 179 | |
Depreciation | 409 | 336 |
Gain on disposal of property and equipment | (1) | |
Loss on disposal of assets for lease | 200 | 149 |
Allowance for doubtful accounts | 7 | 66 |
Stock-based compensation expense | 253 | 222 |
Changes in Operating Assets and Liabilities: | ||
Trade accounts receivable | (607) | 315 |
Prepaid expenses and other current assets | (65) | (80) |
Accounts payable | 197 | (558) |
Accrued expenses | 763 | 130 |
Deferred revenue | 362 | (285) |
Net Cash Provided by (Used in) Operating Activities | 181 | (1,906) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Additions to property and equipment | (24) | (140) |
Proceeds from disposal of property and equipment | 2 | |
Purchase of assets for lease | (764) | (415) |
Net Cash Used in Investing Activities | (786) | (555) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 475 | |
Proceeds from stock option exercise | 78 | |
Proceeds from loans payable | 114 | 2,590 |
Payments of loans payable | (106) | (17) |
Net Cash Provided by Financing Activities | 561 | 2,573 |
(DECREASE) INCREASE IN CASH | (44) | 112 |
CASH, BEGINNING OF PERIOD | 622 | 405 |
CASH, END OF PERIOD | 578 | 517 |
Cash paid for interest | 10 | 3 |
Supplemental disclosure of noncash financing activities: | ||
Reclassification of accrued interest to debt upon extinguishment | 162 | |
Fair value of warrants issued to lenders | $ 288 | $ 322 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation Semler Scientific, Inc., a Delaware corporation (“Semler” or “the Company”), prepared the unaudited interim financial statements included in this report in accordance with United States generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 17, 2017 (the “Annual Report”). In the opinion of management, these financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. The results of operations for the interim periods shown in this report are not necessarily indicative of the results that may be expected for any future period, including the full year. Emerging Growth Company Election The JOBS Act provides that an emerging growth company, such as the Company, can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of these accounting standards until they would otherwise apply to private companies. The Company elected to avail itself of this exemption. As a result, its financial statements may not be comparable to other public companies that comply with public company effective dates. In the future, the Company may elect to opt out of the extended period for adopting new accounting standards. If it does so, it would need to disclose such decision and it would be irrevocable. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (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 March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting Compensation -Stock Compensation (Topic 718) - Scope of Modification Accounting |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2017 | |
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, as well as continued research and development of its products. As of September 30, 2017, the Company has negative working capital of $3,365, cash of $578 and stockholders’ deficit of $3,588. 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 revenue, 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 also had $2,880 of accrued expenses as of September 30, 2017, which includes an aggregate of $2,412 of deferred fees and compensation payable no later than January 1, 2018. The Company’s financial statements as of September 30, 2017 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. |
Assets for Lease, net
Assets for Lease, net | 9 Months Ended |
Sep. 30, 2017 | |
Leases, Capital [Abstract] | |
Assets for Lease, net | 3. Assets for Lease, net Assets for lease consist of the following: September 30, December 31, (Unaudited) Assets for lease $ 1,804 $ 1,361 Less: accumulated depreciation (631 ) (486 ) Assets for lease, net $ 1,173 $ 875 Depreciation expense amounted to $81 for each of the three months ended September 30, 2017 and 2016, respectively. Depreciation expense amounted to $266 and $243 for the nine months ended September 30, 2017 and 2016, respectively. Reduction to accumulated depreciation for returned items was $30 and $91 for the three months ended September 30, 2017 and 2016, respectively. Reduction to accumulated depreciation for returned items was $121 and $208 for the nine months ended September 30, 2017 and 2016, respectively. |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 4. Property and Equipment, net Capital assets consist of the following: September 30, December 31, (Unaudited) Capital assets $ 783 $ 760 Less: accumulated depreciation (313 ) (170 ) Capital assets, net $ 470 $ 590 Depreciation expense amounted to $47 and $33 for the three months ended September 30, 2017 and 2016, respectively. Depreciation expense amounted to $143 and $92 for the nine months ended September 30, 2017 and 2016, respectively. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2017 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consist of the following: September 30, December 31, (Unaudited) Offering costs (1) $ 172 $ 227 Compensation (2) 2,240 1,481 Board of directors fees (3) 132 191 Miscellaneous accruals 336 286 Total accrued expenses $ 2,880 $ 2,185 (1) Accumulated offering costs accrued pertain to consulting fees associated with securing equity financing for the Company prior to the initial public offering. Prior to becoming Chief Executive Officer (“CEO”), the Company’s current CEO performed (2) 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 be paid no later than January 1, 2018. (3) Two members of the Company’s board of directors agreed to further defer fees earned from August 2016 to July 2017. 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 be paid no later than January 1, 2018. |
Facilities Leases
Facilities Leases | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Facilities Leases | 6. Facilities Leases The Company recognized facilities lease expenses of $17 and $16 for the three months ended September 30, 2017 and 2016, respectively. The Company recognized facilities lease expenses of $50 and $53 for the nine months ended September 30, 2017 and 2016, 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 $54.0 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 $49.5 for the year ended December 31, 2017 and $16.5 for the year ended December 31, 2018. |
Loans Payable
Loans Payable | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Loans Payable | 7. Loans Payable September 30, 2017 December 31, 2016 Lender Long-term Short-term Long-term Short-term Loans from Related Parties Chang Family Trust 1,082 1,000 Chang Family Trust 495 500 Glenhill Concentrated Long Master Fund, LLC 250 250 Other Loans Accredited Investor 700 700 Accredited Investor 160 160 Accredited Investor 80 80 Ascentium Capital, LLC 37 22 Ascentium Capital, LLC 23 25 42 24 Royal Bank America Leasing, L.P. 43 25 Ascentium Capital, LLC 13 11 21 10 Total 1,863 1,056 2,753 81 Debt Discounts (17 ) (23 ) (221 ) - Total, net of debt discounts 1,846 1,033 2,532 81 Loans from Related Parties On January 15, 2016, the Company entered into a loan agreement with the Chang Family Trust, one of its significant stockholders, is co-trustee. Pursuant to the loan agreement, the Company obtained a $1,000 unsecured loan, which initially had 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 its common stock at an exercise price of $1.75 per share. 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 second loan agreement with the Chang Family Trust. Pursuant to this loan agreement, the Company obtained a $500 unsecured loan, which initially had a 24-month term at a fixed interest rate of 5% per annum. Under this 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 its common stock at an exercise price of $1.75 per share. 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 2, 2017, the Company entered into an amendment regarding the outstanding promissory notes and warrants issued in January 2016 to the Chang Family Trust. As amended, the maturity date for each note has now been extended by 12 months to January 2019, and the interest rate on the $500 note has been increased to 10.0% per annum for the final 12 months of its term. In each case, interest will accrue on the unpaid principal and accrued interest as of the original two-year maturity date in the final year term of the notes. The other terms of the notes remain unchanged. Additionally, as issued, the warrants were not exercisable, 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. This condition was removed by the amendments, and accordingly, stockholder approval is no longer required. In connection with the foregoing amendment, the Company issued the Chang Family Trust a warrant to purchase 134,616 shares of its common stock at an exercise price of $2.60 per share. In accordance with FASB Accounting Standards Codification (“ASC”) 815, these warrants were classified within permanent equity. The warrant expires January 21, 2022, three years after the latest maturity date of the promissory notes, as amended. As part of the amendment, the fair value of the warrants are considered in the calculation when determining whether an amendment resulted in a modification or extinguishment of the original loans and in accordance with FASB ASC 470, the Company recorded the amendment as an extinguishment of the original loans which resulted in a loss on extinguishment of $179 as recorded in the statements of operations. On November 21, 2016, the Company entered into a loan agreement with Glenhill Concentrated Long Master Fund, LLC, one of its 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 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 fair value of warrants. The fair value of each warrant is estimated on the date of grant. The fair value of warrants issued in conjunction with the related party loans during 2017 was $288. The fair value of all warrants issued in conjunction with the related party loans and other loans during 2016 was $407. The 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: Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Expected term (in years) - 2 4.75 2 Risk-free interest rate - % 0.73 – 0.89 1.27 % 0.73 – 0.89 Expected volatility - % 98.1 – 99.0 104.6 % 97.7 – 99.0 Expected dividend rate - % 0 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 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 had 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 was prepayable at any time prior to maturity without penalty. The agreement provided for customary events of default. This loan was paid in full by maturity in accordance with its terms and is no longer outstanding. 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 $160 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 $41. The second installment was for $54, and the third installment for $65 will be disbursed in July 2018. Under the loan agreement, the Company paid $3.5 of principal and accrued interest for each of the first 12 months, will pay $4.8 of principal and accrued interest for each of months 13-24, and will pay $5.7 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. On April 1, 2017, the Company entered into a software license financing agreement with Ascentium Capital, LLC. Pursuant to the agreement, the Company obtained a $63 loan for a 12-month term at a fixed interest rate of 10.3% per annum. to finance its upfront software licensing fee. The Company agreed to pay $5.6 of principal and accrued interest for each month 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. For the three months ended September 30, 2017 and 2016, interest expense was $117 and $105, respectively, which included amortization of the debt discount of $17 and $50, respectively. For the nine months ended September 30, 2017 and 2016, interest expense was $348 and $275, respectively, which included amortization of the debt discount of $138 and $133, 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 payments 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. |
Net Loss Per Common Share
Net Loss Per Common Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | 8. Net Loss Per Common Share 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 outstanding shares 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: Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Weighted average shares outstanding: Common stock warrants 885,982 722,988 780,566 671,516 Options 1,919,100 2,069,517 2,105,235 2,041,515 Total 2,805,082 2,792,505 2,885,801 2,713,031 |
Stock Option Plan
Stock Option Plan | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option Plan | 9. 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. On January 1, 2015, the Share Reserve increased by 188,640 shares due to the automatic 4% increase. On January 1, 2016, the Share Reserve increased by 204,943 shares due to the automatic 4% increase. On January 1, 2017, the Share Reserve increased by 204,943 shares due to the automatic 4% increase. The Share Reserve is currently 2,548,526 shares for the year ending December 31, 2017. In light of stockholder approval of the 2014 Plan, the Company no longer grants equity awards under the 2007 Plan. As of September 30, 2017, 0 shares of an aggregate total of 407,500 shares were available for future stock-based compensation grants under the 2007 Plan and 871,875 shares of an aggregate total of 2,548,526 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 September 30, 2017 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 the nine months ended September 30, 2017 is as follows: Options Outstanding Number of Weighted Weighted Aggregate Balance, January 1, 2017 2,049,517 $ 2.58 7.66 $ 306 Options granted 175,000 2.00 Options exercised (150,000 ) 0.52 Options forfeited/canceled (155,417 ) 3.46 Balance, September 30, 2017 1,919,100 $ 2.62 7.61 $ 3,125 Exercisable as of September 30, 2017 1,468,831 $ 2.71 7.36 $ 2,262 The total compensation cost related to unvested stock option awards not yet recognized was $715 as of September 30, 2017. The weighted average period over which the total unrecognized compensation cost related to these unvested stock awards will be recognized is 2.5 years. The estimated grant date fair value of option shares vested during the three months ended September 30, 2017 and 2016 was $89 and $87, respectively. The estimated grant date fair value of option shares vested during the nine months ended September 30, 2017 and 2016 was $253 and $222, respectively. There were no options granted during the three months ended September 30, 2017 or 2016 On January 20, 2017, the Compensation Committee of the Company’s Board of Directors granted, and the full Board ratified, an option to acquire an aggregate of 125,000 shares under the 2014 Plan to the Company’s CEO. This option vests 25% on the one-year anniversary of the grant date and monthly thereafter for 36 months, such that the option is vested in full on the four-year anniversary of the grant date. Also on January 20, 2017, the Company’s Compensation Committee granted, and the full Board ratified, options to each of the then-seated non-employee Directors to acquire 5,000 shares, for an aggregate of 15,000 shares, under the 2014 Plan. These options vest on the one-year anniversary of their grant date. On January 20, 2016, the Company’s Compensation Committee granted, and the full Board ratified, options to each of the then-seated non-employee Directors to acquire 5,000 shares, for an aggregate of 15,000 shares, under the 2014 Plan. These options vested on the one-year anniversary of their grant date. Determining the Fair Value of Stock Options The Company uses the Black-Scholes pricing model to determine the fair value of stock options. The fair value of each option grant is estimated on the date of the grant. The following assumptions for the periods presented were: Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Expected term (in years) - - 5 5 Risk-free interest rate - % - % 1.94 – 2.02 % 1.21 % Expected volatility - % - % 104.0 – 106.2 % 80.4 % Expected dividend rate - % - % 0 % 0 % The assumptions are based on the following for each of the periods presented: Valuation Method Expected Term Volatility Risk-free Interest Rate Expected Dividend Forfeiture The Company has recorded an expense of $89 and $87 as it relates to stock-based compensation for the three months ended September 30, 2017 and 2016, respectively. The Company has recorded an expense of $253 and $222 as it relates to stock-based compensation for the nine months ended September 30, 2017 and 2016, respectively: Three months ended September 30, Nine months ended September 30 2017 2016 2017 2016 Cost of Revenue $ 1 $ 1 $ 1 $ 1 Engineering and Product Development 12 16 36 35 Sales and Marketing 24 27 70 70 General and Administrative 52 43 146 116 Total $ 89 $ 87 $ 253 $ 222 |
Issuance of Common Stock
Issuance of Common Stock | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Issuance of Common Stock | 10. Issuance of Common Stock 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Estimates (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Semler Scientific, Inc., a Delaware corporation (“Semler” or “the Company”), prepared the unaudited interim financial statements included in this report in accordance with United States generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 17, 2017 (the “Annual Report”). In the opinion of management, these financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. The results of operations for the interim periods shown in this report are not necessarily indicative of the results that may be expected for any future period, including the full year. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (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 March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting Compensation -Stock Compensation (Topic 718) - Scope of Modification Accounting |
Assets for lease, net (Tables)
Assets for lease, net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Leases, Capital [Abstract] | |
Schedule of assets for lease | September 30, December 31, (Unaudited) Assets for lease $ 1,804 $ 1,361 Less: accumulated depreciation (631 ) (486 ) Assets for lease, net $ 1,173 $ 875 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | September 30, December 31, (Unaudited) Capital assets $ 783 $ 760 Less: accumulated depreciation (313 ) (170 ) Capital assets, net $ 470 $ 590 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of accrued expenses | September 30, December 31, (Unaudited) Offering costs (1) $ 172 $ 227 Compensation (2) 2,240 1,481 Board of directors fees (3) 132 191 Miscellaneous accruals 336 286 Total accrued expenses $ 2,880 $ 2,185 (1) Accumulated offering costs accrued pertain to consulting fees associated with securing equity financing for the Company prior to the initial public offering. Prior to becoming Chief Executive Officer (“CEO”), the Company’s current CEO performed (2) 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 be paid no later than January 1, 2018. (3) Two members of the Company’s board of directors agreed to further defer fees earned from August 2016 to July 2017. 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 be paid no later than January 1, 2018. |
Loans Payable (Tables)
Loans Payable (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | September 30, 2017 December 31, 2016 Lender Long-term Short-term Long-term Short-term Loans from Related Parties Chang Family Trust 1,082 1,000 Chang Family Trust 495 500 Glenhill Concentrated Long Master Fund, LLC 250 250 Other Loans Accredited Investor 700 700 Accredited Investor 160 160 Accredited Investor 80 80 Ascentium Capital, LLC 37 22 Ascentium Capital, LLC 23 25 42 24 Royal Bank America Leasing, L.P. 43 25 Ascentium Capital, LLC 13 11 21 10 Total 1,863 1,056 2,753 81 Debt Discounts (17 ) (23 ) (221 ) - Total, net of debt discounts 1,846 1,033 2,532 81 |
Schedule of relative fair value of the warrants granted using the Black-Scholes pricing model | Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Expected term (in years) - 2 4.75 2 Risk-free interest rate - % 0.73 – 0.89 1.27 % 0.73 – 0.89 Expected volatility - % 98.1 – 99.0 104.6 % 97.7 – 99.0 Expected dividend rate - % 0 0 % 0 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of common stock equivalents excluded from the computation of diluted net loss per share | Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Weighted average shares outstanding: Common stock warrants 885,982 722,988 780,566 671,516 Options 1,919,100 2,069,517 2,105,235 2,041,515 Total 2,805,082 2,792,505 2,885,801 2,713,031 |
Stock Option Plan (Tables)
Stock Option Plan (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock-based compensation activity | Options Outstanding Number of Weighted Weighted Aggregate Balance, January 1, 2017 2,049,517 $ 2.58 7.66 $ 306 Options granted 175,000 2.00 Options exercised (150,000 ) 0.52 Options forfeited/canceled (155,417 ) 3.46 Balance, September 30, 2017 1,919,100 $ 2.62 7.61 $ 3,125 Exercisable as of September 30, 2017 1,468,831 $ 2.71 7.36 $ 2,262 |
Schedule of weighted-average Black-Scholes fair value assumptions | Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Expected term (in years) - - 5 5 Risk-free interest rate - % - % 1.94 – 2.02 % 1.21 % Expected volatility - % - % 104.0 – 106.2 % 80.4 % Expected dividend rate - % - % 0 % 0 % |
Schedule of stock-based compensation based on the role and responsibility of the recipient in the Company | Three months ended September 30, Nine months ended September 30 2017 2016 2017 2016 Cost of Revenue $ 1 $ 1 $ 1 $ 1 Engineering and Product Development 12 16 36 35 Sales and Marketing 24 27 70 70 General and Administrative 52 43 146 116 Total $ 89 $ 87 $ 253 $ 222 |
Going Concern (Detail Textuals)
Going Concern (Detail Textuals) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Going Concern [Abstract] | ||||
Working capital deficit | $ 3,365 | |||
Cash | 578 | $ 622 | $ 517 | $ 405 |
Stockholders' deficit | (3,588) | (2,919) | ||
Accrued expenses | 2,880 | $ 2,185 | ||
Deferred fees and compensation payable | $ 2,412 |
Assets for Lease, net - Summary
Assets for Lease, net - Summary of assets for lease (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Leases, Capital [Abstract] | ||
Assets for lease | $ 1,804 | $ 1,361 |
Less: accumulated depreciation | (631) | (486) |
Assets for lease, net | $ 1,173 | $ 875 |
Assets for Lease, net (Detail T
Assets for Lease, net (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Leases, Capital [Abstract] | ||||
Depreciation expense | $ 81 | $ 81 | $ 266 | $ 243 |
Reduction to accumulated depreciation for returned items | $ 30 | $ 91 | $ 121 | $ 208 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Abstract] | ||
Capital assets | $ 783 | $ 760 |
Less: accumulated depreciation | (313) | (170) |
Capital assets, net | $ 470 | $ 590 |
Property and Equipment, net (27
Property and Equipment, net (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 47 | $ 33 | $ 143 | $ 92 |
Accrued Expenses - Summary of a
Accrued Expenses - Summary of accrued expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Accrued Liabilities, Current [Abstract] | |||
Offering costs | [1] | $ 172 | $ 227 |
Compensation | [2] | 2,240 | 1,481 |
Board of directors fees | [3] | 132 | 191 |
Miscellaneous accruals | 336 | 286 | |
Total accrued expenses | $ 2,880 | $ 2,185 | |
[1] | Accumulated offering costs accrued pertain to consulting fees associated with securing equity financing for the Company prior to the initial public offering. 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 be paid no later than January 1, 2018. The Company began making monthly payments on these delayed consulting fees during the quarter ended September 30, 2017. | ||
[2] | 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 be paid no later than January 1, 2018. | ||
[3] | Two members of the Company's board of directors agreed to further defer fees earned from August 2016 to July 2017. 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 be paid no later than January 1, 2018. |
Accrued Expenses (Details textu
Accrued Expenses (Details textuals) | 9 Months Ended |
Sep. 30, 2017 | |
Accrued Liabilities, Current [Abstract] | |
Percentage increase in balance owed | 1.00% |
Facilities Leases (Detail Textu
Facilities Leases (Detail Textuals) - USD ($) | Jul. 15, 2015 | Sep. 23, 2014 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Property Subject to or Available for Operating Lease [Line Items] | ||||||
Lease expense | $ 17,000 | $ 16,000 | $ 50,000 | $ 53,000 | ||
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 | 54,000 | 54,000 | ||||
Future lease payments for December 31, 2018 | 18,000 | 18,000 | ||||
Lease Agreement | Lease term from February 2015 to January 2016 | ||||||
Property Subject to or Available for Operating Lease [Line Items] | ||||||
Payments required per month under terms of lease agreement | 17,000 | |||||
Lease Agreement | Lease term from February 2016 to January 2017 | ||||||
Property Subject to or Available for Operating Lease [Line Items] | ||||||
Payments required per month under terms of lease agreement | 17,500 | |||||
Lease Agreement | Lease term from February 2017 to January 2018 | ||||||
Property Subject to or Available for Operating Lease [Line Items] | ||||||
Payments required per month under terms of lease agreement | 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 | 49,500 | 49,500 | ||||
Future lease payments for December 31, 2018 | $ 16,500 | 16,500 | ||||
Sub Lease Agreement | Lease term from August 2015 to July 2016 | ||||||
Property Subject to or Available for Operating Lease [Line Items] | ||||||
Payments required per month under terms of lease agreement | 15,500 | |||||
Sub Lease Agreement | Lease term from August 2016 to July 2017 | ||||||
Property Subject to or Available for Operating Lease [Line Items] | ||||||
Payments required per month under terms of lease agreement | 16,000 | |||||
Sub Lease Agreement | August 2017 to January 2018 | ||||||
Property Subject to or Available for Operating Lease [Line Items] | ||||||
Payments required per month under terms of lease agreement | $ 16,500 |
Loans Payable (Detail)
Loans Payable (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Line of Credit Facility [Line Items] | ||
Long-term, Total | $ 1,863 | $ 2,753 |
Long-term, Debt Discounts | (17) | (221) |
Long-term, Total, net of debt discounts | 1,846 | 2,532 |
Short-term, Total | 1,056 | 81 |
Short-term, Debt Discounts | (23) | |
Short-term, Total, net of debt discounts | 1,033 | 81 |
Chang Family Trust | ||
Line of Credit Facility [Line Items] | ||
Long-term, Total | 1,082 | 1,000 |
Chang Family Trust | ||
Line of Credit Facility [Line Items] | ||
Long-term, Total | 495 | 500 |
Glenhill Concentrated Long Master Fund, LLC | ||
Line of Credit Facility [Line Items] | ||
Long-term, Total | 250 | 250 |
Accredited investor | ||
Line of Credit Facility [Line Items] | ||
Long-term, Total | 700 | |
Short-term, Total | 700 | |
Accredited Investor | ||
Line of Credit Facility [Line Items] | ||
Long-term, Total | 160 | |
Short-term, Total | 160 | |
Accredited Investor | ||
Line of Credit Facility [Line Items] | ||
Long-term, Total | 80 | |
Short-term, Total | 80 | |
Ascentium Capital, LLC | ||
Line of Credit Facility [Line Items] | ||
Short-term, Total | 37 | 22 |
Ascentium Capital, LLC | ||
Line of Credit Facility [Line Items] | ||
Long-term, Total | 23 | 42 |
Short-term, Total | 25 | 24 |
Royal Bank America Leasing, L.P. | ||
Line of Credit Facility [Line Items] | ||
Short-term, Total | 43 | 25 |
Ascentium Capital, LLC | ||
Line of Credit Facility [Line Items] | ||
Long-term, Total | 13 | 21 |
Short-term, Total | $ 11 | $ 10 |
Loans Payable (Details 1)
Loans Payable (Details 1) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Expected term (in years) | 2 years | 4 years 9 months | 2 years |
Risk-free interest rate | 1.27% | ||
Expected volatility | 104.60% | ||
Expected dividend rate | 0.00% | 0.00% | 0.00% |
Minimum | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Risk-free interest rate | 0.73% | 0.73% | |
Expected volatility | 98.10% | 0.89% | |
Maximum | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Risk-free interest rate | 0.89% | 0.89% | |
Expected volatility | 99.00% | 99.00% |
Loans Payable (Detail Textuals)
Loans Payable (Detail Textuals) - USD ($) | May 02, 2017 | Apr. 01, 2017 | Oct. 02, 2016 | Jul. 11, 2016 | Jul. 08, 2016 | Jul. 01, 2016 | Apr. 05, 2016 | Jan. 15, 2016 | Nov. 21, 2016 | May 20, 2016 | Mar. 31, 2016 | Jan. 21, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Commitments And Contingencies [Line Items] | |||||||||||||||||
Number of warrant issued to purchase common stock | 134,616 | ||||||||||||||||
Exercise price per warrants | $ 2.60 | ||||||||||||||||
Interest expense | $ 117,000 | $ 105,000 | $ 348,000 | $ 275,000 | |||||||||||||
Amortization of debt discount | 17,000 | $ 50,000 | 138,000 | $ 133,000 | |||||||||||||
Fair value of all warrants | $ 288,000 | $ 288,000 | $ 407,000 | ||||||||||||||
loss on extinguishment | $ 179,000 | ||||||||||||||||
Ascentium Capital, LLC | Software license financing agreement | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Unsecured loan | $ 63,000 | ||||||||||||||||
Debt Instrument, Term | 12 months | ||||||||||||||||
Loan rate of interest | 10.30% | ||||||||||||||||
Loan principal and interest payment | $ 5,600 | ||||||||||||||||
Ascentium Capital, LLC | Secured equipment financing agreement | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Secured Debt | $ 33,000 | ||||||||||||||||
Debt Instrument, Term | 36 months | ||||||||||||||||
Loan rate of interest | 9.10% | ||||||||||||||||
Loan principal and interest payment | $ 1,000 | ||||||||||||||||
Chang Family Trust | Promissory Notes | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Debt Instrument, Term | 2 years | ||||||||||||||||
Loan rate of interest | 10.00% | ||||||||||||||||
Minimum percentage holding required by holder to retain exercising rights | more than 19.99% | ||||||||||||||||
Extended maturity of debt | 12 months | ||||||||||||||||
Promissory note face value | $ 500,000 | ||||||||||||||||
Fixed interest rate 8.9% | Ascentium Capital, LLC | Software license financing agreement | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Unsecured loan | $ 74,000 | $ 39,000 | |||||||||||||||
Debt Instrument, Term | 36 months | 12 months | |||||||||||||||
Loan rate of interest | 8.90% | 8.90% | |||||||||||||||
Loan principal and interest payment | $ 2,400 | $ 4,600 | |||||||||||||||
Fixed interest rate 7.3% | Royal Bank America Leasing, L.P. | Secured equipment financing agreement | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Unsecured loan | $ 160,000 | ||||||||||||||||
Debt Instrument, Term | 36 months | ||||||||||||||||
Loan rate of interest | 7.30% | ||||||||||||||||
Fixed interest rate 7.3% | Royal Bank America Leasing, L.P. | Secured equipment financing agreement | First installment | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Loan principal and interest payment | $ 41,000 | ||||||||||||||||
Fixed interest rate 7.3% | Royal Bank America Leasing, L.P. | Secured equipment financing agreement | Second installment | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Loan principal and interest payment | 54,000 | ||||||||||||||||
Fixed interest rate 7.3% | Royal Bank America Leasing, L.P. | Secured equipment financing agreement | Third installment | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Loan principal and interest payment | 65,000 | ||||||||||||||||
Fixed interest rate 7.3% | Royal Bank America Leasing, L.P. | Secured equipment financing agreement | First 12 months | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Loan principal and interest payment | 3,500 | ||||||||||||||||
Fixed interest rate 7.3% | Royal Bank America Leasing, L.P. | Secured equipment financing agreement | Each of months 13-24 | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Loan principal and interest payment | 4,800 | ||||||||||||||||
Fixed interest rate 7.3% | Royal Bank America Leasing, L.P. | Secured equipment financing agreement | Each of months 25-36 | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Loan principal and interest payment | $ 5,700 | ||||||||||||||||
Unsecured Debt | Fixed rate of interest 10% | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Unsecured loan | $ 1,000,000 | ||||||||||||||||
Debt Instrument, Term | 24 months | ||||||||||||||||
Loan rate of interest | 10.00% | ||||||||||||||||
Loan principal and interest payment | $ 1,000,000 | ||||||||||||||||
Additional indebtedness limit | $ 50,000 | ||||||||||||||||
Term of warrant | 2 years | ||||||||||||||||
Number of warrant issued to purchase common stock | 114,286 | ||||||||||||||||
Exercise price per warrants | $ 1.75 | ||||||||||||||||
Unsecured Debt | Fixed rate of interest 10% | Accredited investor | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Unsecured loan | $ 160,000 | $ 80,000 | $ 700,000 | ||||||||||||||
Debt Instrument, Term | 24 months | 24 months | 24 months | ||||||||||||||
Loan rate of interest | 10.00% | 10.00% | 10.00% | ||||||||||||||
Loan principal and interest payment | $ 160,000 | $ 80,000 | $ 700,000 | ||||||||||||||
Term of warrant | 2 years | 2 years | 2 years | ||||||||||||||
Number of warrant issued to purchase common stock | 18,162 | 9,081 | 79,459 | ||||||||||||||
Exercise price per warrants | $ 1.85 | $ 1.85 | $ 1.85 | ||||||||||||||
Minimum percentage holding required by holder to retain exercising rights | more than 4.99% | more than 4.99% | more than 4.99% | ||||||||||||||
Unsecured Debt | Fixed rate of interest 10% | Glenhill Concentrated Long Master Fund, LLC | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Unsecured loan | $ 250,000 | ||||||||||||||||
Debt Instrument, Term | 24 months | ||||||||||||||||
Loan rate of interest | 10.00% | ||||||||||||||||
Loan principal and interest payment | $ 250,000 | ||||||||||||||||
Term of warrant | 2 years | ||||||||||||||||
Number of warrant issued to purchase common stock | 28,378 | ||||||||||||||||
Exercise price per warrants | $ 1.85 | ||||||||||||||||
Minimum percentage holding required by holder to retain exercising rights | more than 4.99% | ||||||||||||||||
Unsecured Debt | Fixed rate of interest 5% | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Unsecured loan | $ 500,000 | ||||||||||||||||
Debt Instrument, Term | 24 months | ||||||||||||||||
Loan rate of interest | 5.00% | ||||||||||||||||
Loan principal and interest payment | $ 500,000 | ||||||||||||||||
Additional indebtedness limit | $ 50,000 | ||||||||||||||||
Term of warrant | 2 years | ||||||||||||||||
Number of warrant issued to purchase common stock | 114,286 | ||||||||||||||||
Exercise price per warrants | $ 1.75 |
Net Loss Per Common Share (Deta
Net Loss Per Common Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Weighted average shares outstanding: | ||||
Total | 2,805,082 | 2,792,505 | 2,885,801 | 2,713,031 |
Common stock warrants | ||||
Weighted average shares outstanding: | ||||
Total | 885,982 | 722,988 | 780,566 | 671,516 |
Options | ||||
Weighted average shares outstanding: | ||||
Total | 1,919,100 | 2,069,517 | 2,105,235 | 2,041,515 |
Stock Option Plan - Summary of
Stock Option Plan - Summary of stock-based compensation activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Number of Stock Options Outstanding | ||
Balance, January 1, 2017 | 2,049,517 | |
Options granted | 175,000 | |
Options exercised | (150,000) | |
Options forfeited/canceled | (155,417) | |
Balance, September 30, 2017 | 1,919,100 | 2,049,517 |
Exercisable as of September 30, 2017 | 1,468,831 | |
Weighted Average Exercise Price | ||
Balance, January 1, 2017 | $ 2.58 | |
Options granted | 2 | |
Options exercised | 0.52 | |
Options forfeited/canceled | 3.46 | |
Balance, September 30, 2017 | 2.62 | $ 2.58 |
Exercisable as of September 30, 2017 | $ 2.71 | |
Weighted Average Remaining Contractual Term, Options Outstanding (in years) | 7 years 7 months 10 days | 7 years 7 months 28 days |
Weighted Average Remaining Contractual Term, Options Exercisable (in years) | 7 years 4 months 10 days | |
Aggregate Intrinsic Value, Options Outstanding | $ 3,125 | $ 306 |
Aggregate Intrinsic Value, Options Exercisable | $ 2,262 |
Stock Option Plan - Weighted-av
Stock Option Plan - Weighted-average Black-Scholes fair value assumptions (Details 1) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 5 years | 5 years |
Risk free interest rate | 1.21% | |
Expected volatility | 80.40% | |
Expected dividend rate | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 1.94% | |
Expected volatility | 104.00% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 2.02% | |
Expected volatility | 106.20% |
Stock Option Plan - Stock-based
Stock Option Plan - Stock-based compensation (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 89 | $ 87 | $ 253 | $ 222 |
Cost of Revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1 | 1 | 1 | 1 |
Engineering and Product Development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 12 | 16 | 36 | 35 |
Sales and Marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 24 | 27 | 70 | 70 |
General and Administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 52 | $ 43 | $ 146 | $ 116 |
Stock Option Plan (Detail Textu
Stock Option Plan (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2015 | Jan. 31, 2017 | Jan. 20, 2017 | Jan. 31, 2016 | Oct. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total unrecognized compensation cost related to non-vested stock options | $ 715 | $ 715 | |||||||
Weighted average period of unvested stock awards | 2 years 6 months | ||||||||
Total estimated grant date fair value of options vested | 89 | $ 87 | $ 253 | $ 222 | |||||
Weighted average grant date fair value of options granted | $ 1.54 | $ 1.43 | |||||||
Aggregate grant date fair value | $ 269 | $ 229 | |||||||
Stock-based compensation expense | $ 89 | $ 87 | $ 253 | $ 222 | |||||
2007 Key Person Stock Option Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares available for future stock-based compensation grants | 0 | 0 | |||||||
Aggregate number of common shares reserved for future issuance | 407,500 | 407,500 | |||||||
2014 Stock Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares available for future stock-based compensation grants | 871,875 | 871,875 | |||||||
Aggregate number of common shares reserved for future issuance | 2,548,526 | 2,548,526 | |||||||
2014 Stock Incentive Plan | Stock options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Aggregate number of share reserve | 450,000 | 450,000 | |||||||
Maximum term of stock option grants | 10 years | ||||||||
Number of share reserve increased | 188,640 | 204,943 | 204,943 | 1,500,000 | |||||
Percentage of shares reserve increased | 4.00% | 4.00% | 4.00% | 4.00% | |||||
2014 Stock Incentive Plan | Stock options | Board of Directors | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares available for future stock-based compensation grants | 125,000 | ||||||||
Percentage of shares vested on one year anniversary | 25.00% | ||||||||
Number of years in options fully vested | 4 years | ||||||||
2014 Stock Incentive Plan | Stock options | Non Employee Directors | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares available for future stock-based compensation grants | 5,000 | ||||||||
Aggregate number of share reserve | 15,000 | ||||||||
Number of years in options fully vested | 1 year |
Issuance of Common Stock (Detai
Issuance of Common Stock (Detail Textuals) - Stock Purchase Agreement $ in Thousands | Feb. 13, 2017USD ($)Investorshares | Jan. 23, 2017USD ($)Investorshares |
Glenhill Concentrated Long Master Fund, LLC | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of common stock issued | shares | 40,000 | |
Proceeds from issuance of common stock | $ | $ 100,000 | |
Number of investors in stock repurchase programme | Investor | 1 | |
Accredited Investors | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of common stock issued | shares | 150,000 | |
Proceeds from issuance of common stock | $ | $ 375,000 | |
Number of investors in stock repurchase programme | Investor | 2 |