Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Nov. 01, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | SenesTech, Inc. | |
Entity Central Index Key | 1,680,378 | |
Trading Symbol | SNES | |
Document Type | 10-Q/A | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | true | |
Amendment Description | EXPLANATORY NOTE SenesTech, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A to amend its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, filed with the Securities and Exchange Commission (“SEC”) on August 14, 2017 (the “Q2 Quarterly Report”) solely to add a summary of a significant accounting policy to “Item 1. Financial Statements — Notes to Condensed Financial Statements —Note 2. Summary of Significant Accounting Policies.” The remainder of the Quarterly Report on Form 10-Q is included for convenience only and, except for corresponding updates to the cover page, exhibit index, signature page, and references to the amended Annual Report on Form 10-K, reflects the contents of the Q2 Quarterly Report. This Amendment No. 1 has not been updated to reflect any events occurring after the filing of the Q2 Quarterly Report. | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 10,389,497 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 2,674 | $ 11,826 |
Investment in securities held to maturity | 2,950 | |
Accounts receivable | 9 | 10 |
Prepaid expenses | 192 | 337 |
Inventory | 300 | 57 |
Deposits | 226 | 9 |
Total current assets | 6,351 | 12,239 |
Property and equipment, net | 1,656 | 631 |
Total assets | 8,007 | 12,870 |
Current liabilities: | ||
Short-term debt | 160 | 45 |
Accounts payable | 419 | 351 |
Accrued contract cancellation settlement | 1,000 | |
Accrued expenses | 1,026 | 371 |
Notes payable, related parties | 20 | 30 |
Total current liabilities | 1,625 | 1,797 |
Notes payable, related parties | 6 | |
Long-term debt, net | 642 | 138 |
Common stock warrant liability | 33 | 69 |
Deferred rent | 46 | 33 |
Total liabilities | 2,346 | 2,043 |
Commitments and contingencies ( See note 15) | ||
Stockholders' equity: | ||
Common stock, $0.001 par value, 100,000,000 shares authorized, 10,320,254 and 10,157,292 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 10 | 10 |
Additional paid-in capital | 73,971 | 72,069 |
Stock subscribed, but not issued, consisting of 4,750 and 4,750 shares at June 30, 2017 and December 31, 2016, respectively | 29 | 59 |
Accumulated deficit | (68,349) | (61,311) |
Total stockholders' equity | 5,661 | 10,827 |
Total liabilities and stockholders' equity | $ 8,007 | $ 12,870 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 100,000,000 | 100,000,000 |
Common stock shares issued | 10,320,254 | 10,157,292 |
Common stock shares outstanding | 10,320,254 | 10,157,292 |
Shares subscribed but unissued | 4,750 | 4,750 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue: | ||||
License revenue | $ 84 | $ 130 | ||
Sales | 10 | 17 | ||
Total revenue | 10 | 84 | 17 | 130 |
Cost of sales | 12 | 16 | ||
Gross profit | (2) | 84 | 1 | 130 |
Operating expenses: | ||||
Research and development | 973 | 665 | 1,796 | 1,135 |
General and administrative | 2,632 | 1,352 | 5,271 | 3,327 |
Total operating expenses | 3,605 | 2,017 | 7,067 | 4,462 |
Net operating loss | (3,607) | (1,933) | (7,066) | (4,332) |
Other income (expense): | ||||
Interest income | 1 | 11 | ||
Interest expense | (8) | (12) | (21) | (43) |
Interest expense, related parties | 0 | (17) | (1) | (34) |
Loss on extinguishment of unsecured promissory note | (103) | (112) | ||
Other income (expense) | 31 | 83 | 39 | 51 |
Total other income (expense) | 24 | (49) | 28 | (138) |
Net loss | (3,583) | (1,982) | (7,038) | (4,470) |
Series A convertible preferred stock dividends | (30) | (60) | ||
Net loss and comprehensive loss | $ (3,583) | $ (2,012) | $ (7,038) | $ (4,530) |
Weighted average common shares outstanding - basic and fully diluted (in shares) | 10,205,601 | 6,219,154 | 10,183,383 | 5,080,762 |
Net loss per common share - basic and fully diluted (in dollars per shares) | $ (0.35) | $ (0.31) | $ (0.69) | $ (0.89) |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (7,038) | $ (4,470) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on investments held to maturity | (11) | |
Amortization of discounts on investments held to maturity | 1 | |
Bad debts | 2 | |
Depreciation and amortization | 154 | 94 |
Stock-based compensation | 1,872 | 1,473 |
Non-cash charge for settlement of dispute | 300 | |
Amortization of debt discount | 27 | |
(Gain) loss on remeasurement of common stock warrant liability | (36) | (51) |
Loss on extinguishment of unsecured promissory note | 112 | |
(Increase) decrease in current assets: | ||
Accounts receivable | (1) | (1) |
Prepaid expenses | 145 | 1 |
Inventory | (243) | |
Deposits | (217) | |
Increase (decrease) in current liabilities: | ||
Accounts payable | 68 | (151) |
Accrued contract cancellation settlement | (1,000) | |
Accrued expenses | 655 | 19 |
Deferred rent | 13 | |
Deferred revenues | (93) | |
Net cash used in operating activities | (5,636) | (2,740) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of securities held to maturity | (2,940) | |
Purchase of property and equipment | (863) | (45) |
Net cash used in investing activities | (3,803) | (45) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from the issuance of series B convertible preferred stock | 896 | |
Proceeds from the issuance of common stock | 6,199 | |
Proceeds from the issuance of convertible notes payable | 436 | |
Repayments of convertible notes payable | (810) | |
Proceeds from the issuance of notes payable | 389 | |
Repayments of notes payable | (23) | (5) |
Repayments of notes payable, related parties | (16) | (628) |
Repayments of capital lease obligations | (63) | (10) |
Payment of deferred offering costs | (444) | |
Proceeds from exercise of stock options and warrants | 326 | |
Net cash provided by financing activities | 287 | 5,960 |
NET CHANGE IN CASH | (9,152) | 3,175 |
CASH AT BEGINNING OF PERIOD | 11,826 | 141 |
CASH AT END OF PERIOD | 2,674 | 3,316 |
SUPPLEMENTAL INFORMATION: | ||
Interest paid | 22 | 16 |
Income taxes paid | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Purchases of equipment under capital lease obligations | 316 | |
Original issue discount | 147 | |
Debt discount on convertible notes | 9 | |
Contributed capital, debt forgiveness by related parties | 2,003 | |
Issuance of series B convertible preferred stock in connection with conversion of convertible notes and notes payable | 16 | |
Issuance of shares of common stock upon conversion of Series B convertible preferred stock | 260 | |
Dividends | $ 60 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1 - Organization and Description of Business SenesTech, Inc. (the “Company”) was formed in July 2004 and incorporated in the state of Nevada. The Company subsequently reincorporated in the state of Delaware in November 2015. The Company has its corporate headquarters in Flagstaff, Arizona. The Company has developed proprietary technology for managing animal pest populations through fertility control. The Company believes that its innovative non-lethal approach, targeting reproduction, is more humane, less harmful to the environment, and more effective in providing a sustainable solution to pest infestations than traditional lethal pest management methods. Its first fertility control product candidate, ContraPest, is marketed for use in controlling the rat population. The innovative compound is consumed by rats and leaves them non-reproductive without other observable side effects. U.S. Environmental Protection Agency (“EPA”) granted registration approval for ContraPest effective August 2, 2016. The Company plans to continue to commercialize and distribute ContraPest by leveraging new and existing third party relationships with manufacturing, marketing and distribution partners in the U.S. and internationally. Potential Need for Additional Capital In the course of its research and development activities, the Company has sustained operating losses since its inception and expects such losses to continue for the near future. The Company’s ultimate success depends upon the outcome of a combination of factors, including: (i) the success of its research and development; (ii) ongoing regulatory approval and commercialization of ContraPest and its other product candidates; (iii) market acceptance and commercial viability of ContraPest and other products if the Company obtains the necessary regulatory approvals; (iv) the ability to market its products and establish an effective sales force and marketing infrastructure to generate significant revenue; (v) the ability to retain and attract key personnel to develop, operate and grow its business; and (vi) the timely and successful completion of additional financing as needed. The Company has funded its operations to date through the sale of convertible preferred stock and common stock, including an initial public offering of 1,875,000 shares of its common stock on December 8, 2016, debt financing, consisting primarily of convertible notes and, to a lesser extent, payments received in connection with research grants and licensing fees. As of June 30, 2017, the Company had cash and cash equivalents and highly liquid investments of $5,624. Based upon its current operating plan, the Company expects that cash and cash equivalents and highly liquid, short term investments at June 30, 2017, in combination with anticipated revenue, will be sufficient to fund its current operations for the foreseeable future. However, for reasons detailed above, the Company may require additional capital and would have to continue to fund its operating losses and research and development activities in the near term by issuing additional debt and equity instruments. If such equity or debt financing is not available at adequate levels, the Company will need to reevaluate its plans. All amounts shown in these financial statements are in thousands, except percentages and per share and share amounts. Per share and share amounts reflect post-reverse split values. Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the Company’s opinion, the unaudited condensed financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly the Company’s financial position as of June 30, 2017, the Company’s operating results for the three and six months ended June 30, 2017 and 2016, and the Company’s cash flows for the six months ended June 30, 2017 and 2016. The accompanying financial information as of December 31, 2016 is derived from audited financial statements. Interim results are not necessarily indicative of results for a full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as amended. All amounts shown in these financial statements are in thousands, except percentages and per share and share amounts. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. The significant estimates in the Company’s financial statements include the valuation of common stock and related warrants, and other stock-based awards. Actual results could differ from such estimates. Reclassifications Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings, financial position or cash flows. Deferred Offering Costs Deferred offering costs consisted primarily of legal, accounting and other direct and incremental fees and costs related to the Company’s initial public offering on December 8, 2016. Deferred offering costs of $2,234 were offset against the proceeds received from the initial public offering in December 2016.There were no deferred offering costs at June 30, 2017. Cash and Cash Equivalents The Company considers money market fund investments to be cash equivalents. The Company had cash equivalents of $60 and $0 at June 30, 2017 and December 31, 2016, respectively, included in cash as reported. Investments In Securities Held To Maturity The Company uses cash holdings to purchase highly liquid, short term, investment grade securities diversified among security types, industries and issuers. All of the Company’s investment securities are measured at fair value. The Company’s investment securities primarily consist of municipal debt securities, corporate bonds, U.S. agency securities and commercial paper and highly-liquid money market funds. Accounts Receivable Accounts receivable consist primarily of trade receivables. The Company provides an allowance for doubtful trade receivables equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions and a review of the current status of each customer’s trade accounts receivable. The allowance for doubtful trade receivables was $5 and $0 as of June 30, 2017 and December 31, 2016, respectively. Inventories Inventories are stated at the lower of cost or market value, using the first-in, first-out convention. Inventories consist of raw materials and finished goods. As of June 30, 2017 and December 31, 2016, the Company had inventories of $300 and $57, respectively. Prepaid Expenses Prepaid expenses consist primarily of payments made for director and officer insurance, rent, legal and inventory purchase deposits and seminar fees to be expensed in the current year. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Equipment held under capital leases are stated at the present value of minimum lease payments less accumulated amortization. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets. The cost of leasehold improvements is amortized over the life of the improvement or the term of the lease, whichever is shorter. Equipment held under capital leases is amortized over the shorter of the lease term or estimated useful life of the asset. The Company incurs maintenance costs on its major equipment. Repair and maintenance costs are expensed as incurred. Impairment of Long-Lived Assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require long-lived assets or asset groups to be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated from the use of the asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques, such as discounted cash flow models and the use of third- party independent appraisals. The Company has not recorded an impairment of long-lived assets since its inception. Revenue Recognition The Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies when (i) persuasive evidence of an arrangement exists; (ii) the performance of service has been rendered to a customer or delivery has occurred; (iii) the amount of fee to be paid by a customer is fixed and determinable; and (iv) the collectability of the fee is reasonably assured. The Company has generated revenue from a license agreement with a strategic partner, pursuant to which the Company had granted to such partner the exclusive right to manufacture and distribute its product, ContraPest, once the required regulatory approvals were received (See Note 14). This licensing agreement was subsequently terminated on January 23, 2017 (See Note 14). The terms of the licensing agreement contained multiple elements or deliverables, as discussed below. Management evaluates whether the arrangement involving the multiple deliverables contains more than one unit of accounting. To determine the units of accounting under a multiple-element arrangement, management evaluates certain separation criteria, including whether the deliverables have stand-alone value, based on the relevant facts and circumstances of the arrangement. The Company determined that the license granted pursuant to the license agreement did not have stand-alone value and, therefore, the nonrefundable, upfront license fee payments received by the Company are recognized on a straight-line basis over the estimated related performance period (i.e. from the effective date of the agreement through the estimated completion date of the Company’s substantive performance obligations). In accordance with the terms of the license agreement, the Company was also to receive a future fixed amount of contingent milestone payments (i.e. post-regulatory approval license fees) and contingent sales-based royalties to be received upon the achievement of certain milestone events. The milestone events under the agreement include regulatory approval, patent issuance or alternative intellectual property coverage, and sales-based events. The Company did not earn or receive any of the potential contingent milestone payments, as the milestone events to receive such post-approval license fees and sales-based royalties were not achieved. The Company recognizes revenue that is contingent upon the achievement of a substantive milestone event in its entirety in the period in which the milestone is achieved. A milestone is considered substantive when the consideration payable to the Company for such milestone has all of the following characteristics: (i) there is substantive uncertainty at the date the arrangement is entered into that the event will be achieved; (ii) the event can only be achieved based in whole or part on either the Company’s performance or a specific outcome resulting from the Company’s performance; and (iii) if achieved, the event would result in additional payments being due to the Company. As the potential contingent consideration was to be received only upon the achievement of milestone events that are considered substantive, the Company would only recognize such revenue in the period the milestone is achieved and the milestone payments became due and collectible. In addition, the Company accounts for sales-based royalties as revenue upon achievement of certain sales milestones. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue on the balance sheet. Amounts expected to be recognized as revenue in the next twelve months following the balance sheet date are classified as a current liability. The Company recognizes other revenue earned from pilot studies upon the performance of specific services under the respective service contract. For the six months ended June 30, 2017, the Company generated net revenues of $10. Research and Development Research and development costs are expensed as incurred. Research and development expenses primarily consist of salaries and benefits for research and development employees, stock-based compensation, consulting fees, lab supplies, and costs incurred related to conducting scientific trials and field studies, and regulatory compliance costs. Also, included in research and development expenses is an allocation of facilities related costs, including depreciation of research and development equipment. Stock-based Compensation Employee stock-based awards, consisting of restricted stock units and stock options expected to be settled in shares of the Company’s common stock, are recorded as equity awards. The grant date fair value of these awards is measured using the Black-Scholes option pricing model. The Company expenses the grant date fair value of its stock options on a straight-line basis over their respective vesting periods. Performance-based awards are expensed over the performance period when the related performance goals are probable of being achieved. For equity instruments issued to non-employees, the stock-based consideration is measured using a fair value method. The measurement of the stock-based compensation is subject to re-measurement as the underlying equity instruments vest. The stock-based compensation expense recorded for the three and six months ended June 30, 2017 and 2016 is as follows: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Research and development $ 90 $ 87 $ 184 $ 174 General and administrative 721 255 1,688 1,299 Total stock-based compensation expense $ 811 $ 342 $ 1,872 $ 1,473 Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax bases of assets and liabilities and net operating loss carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date. The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. These deferred tax assets are subject to periodic assessments as to recoverability and if it is determined that it is more likely than not that the benefits will not be realized, valuation allowances are recorded which would increase the provision for income taxes. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In November 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. Only those benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities are recognized. Based on its evaluation, the Company has concluded there are no significant uncertain tax positions requiring recognition in its financial statements. The Company recognizes interest and/or penalties related to uncertain tax positions in income tax expense. There are no uncertain tax positions as of June 30, 2017 or December 31, 2016 and as such, no interest or penalties were recorded in income tax expense. Comprehensive Loss Net loss and comprehensive loss were the same for all periods presented; therefore, a separate statement of comprehensive loss is not included in the accompanying financial statements. Loss Per Share Attributable to Common Stockholders Basic loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share attributable to common stockholders is computed by dividing the loss attributable to common stockholders by the weighted average number of common shares and potentially dilutive securities outstanding for the period determined using the treasury stock and if-converted methods. For purposes of the computation of diluted loss per share attributable to common stockholders, the Series A convertible preferred stock (prior to its conversion into common stock), Series B convertible preferred stock (prior to its conversion into common stock), convertible promissory notes (prior to their conversion), common stock purchase warrants, and common stock options are considered to be potentially dilutive securities but have been excluded from the calculation of diluted loss per share attributable to common stockholders because their effect would be anti-dilutive given the net loss reported for the three and six months ended June 30, 2017 and 2016. Therefore, basic and diluted loss per share attributable to common stockholders was the same for all periods presented. The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted loss per share attributable to common stockholders (in common stock equivalent shares): June 30, 2017 2016 Series A convertible preferred stock — 400,000 Series B convertible preferred stock — 454,581 Convertible promissory notes — 533,031 Common stock purchase warrants 829,285 710,487 Restricted stock units 386,649 — Common stock options 1,603,800 1,556,867 Total 2,819,734 3,654,966 In May 2017, the FASB issued Accounting Standard Update (“ASU”) No. 2017-9, Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting Per ASU 2017-9, a ASU 2017-9 is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017. ASU 2017-9 In May 2014 the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. Since ASU 2014-09 was issued, several additional ASUs have been issued to clarify various elements of the guidance. These standards provide guidance on recognizing revenue, including a five-step model to determine when revenue recognition is appropriate. The standard requires that an entity recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Adoption of the new standard is effective for reporting periods beginning after December 15, 2017. We plan to use the modified retrospective method of adoption and will adopt the standard as of January 1, 2018, the beginning of our next fiscal year. We have completed an initial evaluation of the potential impact from adopting the new standard, including a detailed review of performance obligations for all material revenue streams. Based on this initial evaluation, we do not expect adoption will have a material impact on our financial position, results of operations, or cash flows. Related disclosures will be expanded in line with the requirements of the standard. We will continue our evaluation until our adoption of the new standard. In August 2014, the FASB issued ASU No. 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic230): Classification of Certain Cash Receipts and Cash Payments |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 3 - Fair Value Measurements The carrying amounts of certain of the Company’s financial instruments, including cash equivalents, accounts receivable and accounts payable approximate their fair values due to their short maturities. Assets and liabilities recorded at fair value on a recurring basis in the balance sheets, as well as assets and liabilities measured at fair value on a non-recurring basis or disclosed at fair value, are categorized based upon the level of judgment associated with inputs used to measure their fair values. The accounting guidance for fair value provides a framework for measuring fair value, and requires certain disclosures about how fair value is determined. Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The accounting guidance also establishes a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. The three-level hierarchy for the inputs to valuation techniques is briefly summarized as follows: Level 1 Level 2 Level 3 The Company’s cash equivalents, which include money market funds, are classified as Level 1 because they are valued using quoted market prices. The Company’s marketable securities consist of held to maturity securities and are generally classified as Level 2 because their value is based on valuations using significant inputs derived from or corroborated by observable market data. In certain cases where there is limited activity or less transparency around the inputs to valuation, securities are classified as Level 3. Level 3 liabilities consist of common stock warrant liability. Items Measured at Fair Value on a Recurring Basis The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): June 30, 2017 Level 1 Level 2 Level 3 Total Financial Assets: Money market funds $ 60 $ — $ — $ 60 Corporate fixed income debt securities — 2,950 — 2,950 Total $ 60 $ 2,950 $ — $ 3,010 Financial Liabilities: Common stock warrant liability (1) $ — $ — $ 33 $ 33 Total $ — $ — $ 33 $ 33 December 31, 2016 Level 1 Level 2 Level 3 Total Financial Assets: None $ — $ — $ — $ — Financial Liabilities: Common stock warrant liability (1) $ — $ — $ 69 $ 69 Total $ — $ — $ 69 $ 69 (1) The change in the fair value of the common stock warrant and convertible notes payable for the three and six months ended June 30, 2017 was recorded as a decrease to other income (expense) and interest expense of $30 and $39, respectively, in the statements of operations and comprehensive loss. Financial Instruments Not Carried at Fair Value The carrying amounts of the Company’s financial instruments, including accounts payable and accrued liabilities, approximate fair value due to their short maturities. The estimated fair value of the convertible notes and other notes, not recorded at fair value, are recorded at cost or amortized cost which was deemed to estimate fair value. |
Investments In Securities Held
Investments In Securities Held To Maturity | 6 Months Ended |
Jun. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments In Securities Held To Maturity | Note 4 - Investments In Securities Held To Maturity As of June 30, 2017, investment in securities held to maturity primarily consisted of corporate fixed income securities and commercial paper. The Company did not have investments prior to the first quarter of 2017. The Company classifies all investments as held to maturity as these investments are short term, highly liquid investments which we intend to hold to maturity. Held to maturity securities are recorded at cost and gains and losses are only recognized as the sale or redemption of the securities is realized. Realized gains and losses are included in non-operating other income (expense) on the condensed statement of operations and are derived using the specific identification method for determining the cost of the securities sold. During the three and six months ended June 30, 2017, the Company had a minimal amount of net realized gain (loss) on investments recorded. Interest and dividends on investments held to maturity are included in interest and other income, net, in the condensed statements of operations. The following is a summary of held to maturity securities at June 30, 2017: June 30, 2017 Contractual Cost Gross Unrealized Gross Unrealized Fair Market Mutual funds $ — $ — $ — $ — Corporate fixed income securities Less than 12 months 2,345 3 2,348 Commercial paper Less than 12 months 600 3 (1 ) 602 Total investments $ 2,945 $ 6 $ (1 ) $ 2,950 |
Prepaid Expenses
Prepaid Expenses | 6 Months Ended |
Jun. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses | Note 5 - Prepaid Expenses Prepaid expenses consist of the following: June 30, December 31, Director compensation $ — $ 215 Director and officer insurance 96 70 Legal retainer 25 25 Rent 25 17 Inventory Purchase Deposits 20 — Meetings/Dues 17 — Engineering, software licenses and other 9 10 Total prepaid expenses $ 192 $ 337 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6 - Property and Equipment Property and equipment, net consist of the following: Useful Life June 30, December 31, Research and development equipment 5 years $ 1,335 $ 989 Office and computer equipment 3 years 672 235 Furniture and fixtures 7 years 31 17 Autos/Trucks 5 years 306 — Leasehold improvements * 265 189 2,609 1,430 Less accumulated depreciation and amortization 953 799 Total $ 1,656 $ 631 * Shorter of lease term or estimated useful life Depreciation and amortization expense was approximately $95 and $48 for the three months ended June 30, 2017 and 2016, respectively and $154 and $94 for the six months ended June 30, 2017 and 2016, respectively. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 7 - Accrued Expenses Accrued expenses consist of the following: June 30, December 31, Compensation and related benefits $ 690 $ 82 Accrued litigation 269 286 Research project agreement 65 Other 2 3 Total accrued expenses $ 1,026 $ 371 |
Accrued Contract Cancellation S
Accrued Contract Cancellation Settlement | 6 Months Ended |
Jun. 30, 2017 | |
Accrued Contract Cancellation Settlement Disclosure [Abstract] | |
Accrued Contract Cancellation Settlement | Note 8 - Accrued Contract Cancellation Settlement The accrued contract cancellation settlement of $1,000 was the result of the Company entering into a settlement agreement with Neogen Corporation in which Neogen and the Company agreed to (a) terminate the existing Exclusive License Agreement between the Company and Neogen dated May 15, 2014 (the “License Agreement”), with neither Neogen or the Company having any further obligations thereunder (other than certain confidentiality obligations); (b) dismiss with prejudice the court action filed by Neogen in the District Court for the District of Arizona on January 19, 2017 (the “Court Action”); and (c) mutually release any and all existing or future claims between the parties and their affiliates related to or arising from the License Agreement or the Court Action. Under the terms of the agreement, the Company agreed to make a one-time payment in the amount of $1,000 in settlement of all claims and termination of all existing contracts between the parties. This payment was made in January, 2017. See Note 15 for further details. |
Borrowings
Borrowings | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Borrowings | Note 9 - Borrowings A summary of the Company’s borrowings, including capital lease obligations, is as follows: Short-term debt: June 30, 2017 December 31, 2016 Current portion of long-term debt 160 45 Total short-term debt $ 160 $ 45 Long-term debt: Capital lease obligations $ 303 $ 51 Other unsecured promissory notes 499 132 Total 802 183 Less: current portion of long-term debt (160 ) (45 ) Total long-term debt $ 642 $ 138 Capital Lease Obligations Capital lease obligations are for computer and lab equipment leased through Great American, Thermo Fisher, Navitas and ENGS. These capital leases expire at various dates through June 2022. Also included in the table above are three notes payable to Direct Capital and one to M2 Financing for the financing of fixed assets. |
Notes Payable, Related Parties
Notes Payable, Related Parties | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Notes Payable, Related Parties | Note 10 - Notes Payable, Related Parties A summary of the Company’s notes payable, related parties is as follows: June 30, 2017 December 31, 2016 Unsecured promissory note, interest rate of 4.25% and 8% per annum $ 20 $ 36 Less: current portion of notes payable, related parties 20 30 Total notes payable, long-term $ — $ 6 In April 2013, the Company and a previous employee entered into an agreement to settle all outstanding obligations consisting of a promissory note of $40, dated March 2009, and deferred salaries amounting to $72. The note and salary obligation continue to bear interest at 8% and 4.25%, respectively. The note requires monthly payments of $1 and matures in April 2018. The deferred salary obligation requires monthly payments of $1 and matures in May 2018. Amounts outstanding on these obligations were $20 and $36 at June 30, 2017 and December 31, 2016, respectively. Interest expense on the notes payable, related parties, was $0 and $1 for the three months and six months ended June 30, 2017 and $56 for the year ended December 31, 2016 respectively. |
Common Stock Warrants and Commo
Common Stock Warrants and Common Stock Warrant Liability | 6 Months Ended |
Jun. 30, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | |
Common Stock Warrants and Common Stock Warrant Liability | Note 11 - Common Stock Warrants and Common Stock Warrant Liability The table summarizes the common stock warrant activity as of June 30, 2017 as follows: Number of Date Common Stock Warrants Warrants Issued Term Exercise Price Outstanding at December 31, 610,487 Initial Public Offering Underwriter 187,500 December 2016 5 years $ 9.60 Marketing and Development Services 100,000 February 2016 5 years(1) $ 7.50 Other Advisory Services 40,000 August 2016 3 years(1) $ 7.50 Promissory Notes 9,031 March 2016 3 years(1) $ 7.50 Warrants issued 336,531 Warrants exercised 117,733 Outstanding at December 31, 2016 829,285 Warrants issued — Warrants exercised — Outstanding at June 30, 2017 829,285 (1) The warrants also terminate, if not exercised (i) within two years of the closing of an initial public offering of common stock; or (ii) a liquidation, dissolution or winding up of the Company. Promissory Notes; Common Stock Warrants In conjunction with the issuance by the Company of certain promissory notes, the Company issued detachable common stock warrants (“Warrants”) to purchase an aggregate 270,400 shares of common stock, with an exercise price of $7.50 per share. The Warrants were exercisable until the earlier of (i) 5 years from the date of grant; (ii) within two years of the closing of an initial public offering of common stock by the Company; and (iii) the closing of liquidation, dissolution or winding up of the Company. The Warrants have a net share settlement (cashless exercise) provision. With this provision the holder may, in lieu of payment of the exercise price in cash, surrender the warrant and receive a net amount of shares based on the fair market value of the common stock at the time of exercise of the warrant after deduction of the aggregate exercise price. However, the Warrants would be exercised automatically in full pursuant to the net exercise provision, without any further action on behalf of the holder, immediately prior to the time the Warrants would otherwise terminate. The Warrants are considered freestanding instruments as (i) they were transferred together with the notes issued but exist independently as a separate security; (ii) they may be exercised separately from the notes; and (iii) they are exercisable for a specific period (term) and do not impact the notes if and when exercised. The Company estimated the fair value of the Warrants at issuance using a Monte Carlo option pricing model based on the following significant inputs: common stock price of $7.50 to $7.575; comparable company volatility of 58.0% to 76.7%; risk- free rates of 1.31% to 1.76%; and the probability of an equity event occurring. The Company reflected the amounts recorded for the Warrants issued within stockholders’ deficit, as additional paid-in-capital. Although the Warrants are a derivative that can be net share settled, the Warrants are considered indexed to the Company’s common stock and the Company has the ability to settle the warrant contract in common shares and met the conditions within the contract to classify the Warrants as an equity instrument. Common Stock Warrant Issued for Marketing and Development Services In February 2016, the Company issued to a stockholder a warrant to purchase 100,000 shares of common stock at an exercise price of $7.50 per share as consideration for providing marketing and development services in Southeast Asia. The warrant was fully vested and exercisable on the date of grant. The common stock warrant has the similar features as the Warrants discussed above, except it is exercisable until the earlier of (i) five years from the date of grant; (ii) two years after the closing of an initial public offering of common stock by the Company; and (iii) the closing of a liquidation, dissolution or winding up of the Company. The Company estimated the fair value of the common stock warrant to be $431 on the date of grant using a Black- Scholes option pricing model based on the following significant inputs : March 2016 Promissory Notes Common Stock Warrants In March 2016, the Company issued certain unsecured notes with common stock warrants to purchase an aggregate of 9,032 shares of common stock at an exercise price of $7.50 per share. The common stock warrants are exercisable until the earlier of (i) three years from the date of grant; (ii) two years after the closing of an initial public offering of common stock; and (iii) the closing of a liquidation, dissolution or winding up of the Company. The Company estimated the fair value of the common stock warrants on the date of grant using a Monte Carlo pricing model based on the following significant inputs: common stock price of $7.575; comparable company volatility 79.6%; and risk-free rate of 1.49%. August 2016 Other Advisory Services On August 16, 2016, the Company issued to each of two advisors warrants to purchase 20,000 shares of common stock at an exercise price of $7.50 per share as consideration for providing advisory services to the Company. The warrants were fully vested and exercisable on the date of grant until the earlier of (i) three years from the date of grant; (ii) two years after the closing of an initial public offering of common stock; and (iii) the closing of a liquidation, dissolution or winding up of the Company. The Company recorded the fair value of the warrants as stock-based compensation expense within general and administrative expense on the date of grant. Common Stock Warrant Issued To Initial Public Offering Underwriter In December 2016, the Company issued to the underwriter of its IPO a warrant to purchase 100,000 shares of common stock at an exercise price of $9.60 per share as consideration for providing services in connection with the Company’s initial public offering. The warrant was fully vested and exercisable on the date of grant. The common stock warrant is exercisable until five years from the date of grant. The Company estimated the fair value of the common stock warrant to be $939 on the date of grant using a Black- Scholes option pricing model based on the following significant inputs : University of Arizona Common Stock Warrant In connection with the June 2015 amended and restated exclusive license agreement with the University of Arizona (“University”), the Company issued to the University a common stock warrant to purchase 15,000 shares of common stock at an exercise price of $7.50 per share. The warrant was fully vested and exercisable on the date of grant, and expires, if not exercised, five years from the date of grant. In the event of a “terminating change” of the Company, as defined in the warrant agreement, the warrant holder would be paid in cash the aggregate fair market value of the underlying shares immediately prior to the consummation of the terminating change event. Due to the cash settlement provision, the derivative warrant liability was recorded at fair value and is revalued at the end of each reporting period. The changes in fair value are reported in other income (expense) in the statements of operations and comprehensive loss. The estimated fair value of the derivative warrant liability was $53 at the date of grant. The estimated fair value of the derivative warrant liability was $33 at June 30, 2017. As this derivative warrant liability is revalued at the end of each reporting period, the fair values as determined at the date of grant and subsequent periods was based on the following significant inputs using a Monte Carlo option pricing model: common stock price of $7.91; comparable company volatility of 77.7% of the underlying common stock; risk-free rates of 1.93%; and dividend yield of 0%; including the probability assessment of a terminating change event occurring. The change in fair value of the derivative warrant liability was $36 for the six months ended June 30, 2017 and was recorded in other income (expense) in the accompanying statements of operations and comprehensive loss. July 2015 Consulting Agreement Common Stock Warrant In July 2015, the Company issued a common stock warrant to purchase 121,227 shares of common stock, with an exercise price of $7.50 per share, as consideration for services under a consulting arrangement. The warrant was fully vested and exercisable on the date of grant. This common stock warrant has the similar features as the Warrants described above, except it is exercisable until the earlier of (i) ten years from the date of grant; (ii) two years after the closing of an initial public offering of common stock by the Company; and (iii) the closing of a liquidation, dissolution or winding up of the Company. The estimated the fair value of the common stock warrant on the date of grant was $537 as determined by using a Black-Scholes option pricing model based on the following significant inputs: common stock price of $7.575; comparable company volatility of 60.9%; expected term of 6.25 years; risk-free rate of 2.09%; and dividend yield of 0%. The Company recorded the fair value of the warrant as stock-based compensation expense within general and administrative expense in the accompanying statements of operations and comprehensive loss in 2015. Northern Arizona University Common Stock Warrant In November 2015, the Company issued a common stock warrant to purchase 210,526 shares of common stock at an exercise price of $15.00 per share to Northern Arizona University (“NAU”) as part of the consideration given with the Series A convertible preferred stock in exchange for the full cancellation of a promissory note that had been previously issued to NAU. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 12 - Stockholders’ Deficit Common Stock The Company had 10,320,254 and 10,157,292 shares of common stock issued and outstanding as of June 30, 2017 and December 31, 2016, respectively. During the six months ended June 30, 2017, the Company issued an aggregate of 162,962 shares of common stock as follows: 7,750 shares to consultants for services, valued at $55, 667, to settle a previous claim; 14,014 shares for the cashless exercise of vested stock options; and 140,531 shares for net settlement of restricted stock units that vested during the period. Rights Offering In April 2016, the Company offered to the existing holders of shares of (i) its common stock and (ii) Series B convertible preferred stock, in each case, as of April 8, 2016 (the “Record Date”), at no charge, non-transferable subscription rights, on a pro rata basis, to purchase shares of common stock at a subscription price of $2.50 per share (the “Rights Offering”). In addition, the holders also had the right to purchase additional shares of common stock, if any shares remain unsubscribed. The Company offered subscription rights on 5,794,162 shares of its common stock. The Rights Offering was conducted as a private placement on a “best efforts” basis, with no minimum subscription required. The subscription rights were initially exercisable beginning on April 8, 2016 and expiring on April 29, 2016 (the “Subscription Period”). However, the Company reserved the right to extend the Subscription Period for up to two additional weeks. The Company extended the Subscription Period for one additional week. The Rights Offering closed on May 6, 2016. The Company issued 2,478,486 shares of common stock and received aggregate consideration of $6,199 in the Rights Offering. The aggregate consideration received consisted of: (i) $5,284 in cash; (ii) $821 in consideration paid through the cancellation of $821 in outstanding principal amount (and related unpaid interest) under certain outstanding unsecured notes; and (iii) the extinguishment of $94 in amounts owed by the Company for services and related miscellaneous expenses. Such cash proceeds will be used for working capital and general corporate purposes. As the Rights Offering was offered to certain existing holders of the Company’s stock, the shares sold are treated as outstanding from the date of their issuance in the computation of loss per share, basic and diluted in future periods. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | Note 13 - Stock-based Compensation Effective December 2008, the Company established the 2008 – 2009 Non-Qualified Stock Option Plan (the “2008 – 2009 Plan”) under which no stock options remain outstanding at June 30, 2017. The stock-based awards were issued with a price not less than $15.00 per share or 100% of the fair value of a share of common stock on the date of grant. After July 2015, no further awards were granted under the 2008 – 2009 Plan. Effective July 2015, the Company’s stockholders approved the 2015 Equity Incentive Plan (the “2015 Plan”), which permits the issuance of up to 2,000,000 shares reserved for the grant of stock options, stock appreciation rights, restricted stock units and other stock-based awards for employees, directors or consultants of the Company. The Board of Directors and the Company’s stockholders approved an additional 1,000,000 shares of common stock for issuance under the 2015 Plan. The stock-based awards are generally issued with a price equal to no less than fair value at the date of grant. Options granted under the 2015 Plan generally vest immediately, or ratably over a two- to 36-month period coinciding with their respective service periods; however, participants may exercise their options prior to vesting as provided by the 2015 Plan. Unvested shares issued for option exercised early may be subject to a repurchase by the Company if the participant terminates at the original exercise price. Options under the 2015 Plan generally have a contractual term of five or ten years. Certain stock option awards provide for accelerated vesting upon a change in control or an initial public offering. As of June 30, 2017, the Company had 779,095 shares of common stock available for issuance under the 2015 Plan. The Company measures the fair value of stock options with service-based and performance-based vesting criteria to employees, directors and consultants on the date of grant using the Black-Scholes option pricing model. The fair value of equity instruments issued to non-employees is re-measured as the award vests. The Black-Scholes valuation model requires the Company to make certain estimates and assumptions, including assumptions related to the expected price volatility of the Company’s stock, the period under which the options with be outstanding, the rate of return on risk-free investments, and the expected dividend yield for the Company’s stock. The weighted-average assumptions used in the Black-Scholes option-pricing model used to calculate the fair value of options granted during the six months ended June 30, 2017, were as follows: Employee Non-Employee Expected volatility 73.8% -83.7 % N/A Expected dividend yield — N/A Expected term (in years) 3.0 to 3.5 N/A Risk-free interest rate 1.45%-1.94 % N/A Due to the Company’s limited operating history and lack of company-specific historical or implied volatility, the expected volatility assumption was determined based on historical volatilities from traded options of biotech companies of comparable in size and stability, whose share prices are publicly available. The expected term of options granted to employees is calculated based on the mid-point between the vesting date and the end of the contractual term according to the simplified method as described in SEC Staff Accounting Bulletin 110 because the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term due to the limited period of time its awards have been outstanding. For non-employee options, the expected term of options granted is the contractual term of the options. The risk-free rate by reference to the implied yields of U.S. Treasury securities with a remaining term equal to the expected term assumed at the time of grant. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has not paid and does not intend to pay dividends. The table summarizes the stock option activity, for both plans, for the periods indicated as follows: Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value(1) Outstanding at December 31, 2016 1,477,300 1.61 5.8 $ 9,662 Granted 161,500 $ 8.04 5.0 $ — Exercised (15,000) $ 0.50 Forfeited — $ — Expired (20,000 ) $ 15.00 Outstanding at June 30, 2017 1,603,800 2.00 5.3 $ 5,934 Exercisable at June 30, 2017 1,055,581 $ 2.18 5.0 $ 3,716 (1) The aggregate intrinsic value on the table was calculated based on the difference between the estimated fair value of the Company’s stock and the exercise price of the underlying option. The estimated stock values used in the calculation was $5.70 and $8.15 per share at June 30, 2017 and December 31, 2016, respectively. The stock-based compensation expense was recorded as follows: Three Months Ended June 30 Six Months Ended June 30, 2017 2016 2017 2016 Research and development $ 90 87 $ 184 $ 174 General and administrative 721 255 1,688 1,299 Total stock-based compensation expense $ 811 342 $ 1,872 $ 1,473 The allocation between research and development and general and administrative expense was based on the department and services performed by the employee or non-employee. At June 30, 2017, the total compensation cost related to non-vested options not yet recognized was $2,661, which will be recognized over a weighted average period of four years, assuming the employees complete their service period required for vesting. Effective December 2008, the Company established the 2008-2009 Plan under which 0 stock options remain outstanding at June 30, 2017. The stock-based awards were issued with a price not less than $15.00 per share or 100% of the fair value of a share of common stock on the date of grant. After July 2015, no further awards were granted under the 2008 – 2009 Plan. Restricted Stock Units The following table summarizes restricted stock unit activity for the six months ended June 30, 2017: Number of Weighted Average Outstanding as of December 31, 2016 455,430 $ 0.76 Granted 117,885 (1) $ 6.95 Vested (186,666 ) $ 2.18 Forfeited — $ — Outstanding as of June 30, 2017 386,649 (2) $ 1.70 (1) 40,000 restricted stock units were granted on March 27, 2017 with a weighted average grant date fair value of $8.35, 17,885 restricted stock units were granted on May 19, 2017 with a weighted average grant date fair value of $6.99 and 60,000 restricted stock units were granted on June 19, 2017 with a weighted average grant date fair value of $6.00. (2) At June 30, 2017, the total compensation cost related to non-vested restricted stock units not yet recognized was $1,229, which will be recognized over a weighted average period of 1.5 years, assuming the recipients complete their service period required for vesting. |
License and Other Agreements
License and Other Agreements | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
License and Other Agreements | Note 14 - License and Other Agreements Neogen Corporation In May 2014, the Company entered into an exclusive license agreement with Neogen Corporation (“Neogen”). The Company granted an exclusive license to Neogen to (i) use the Company’s intellectual property (“IP”), consisting primarily of the ContraPest technology and (ii) manufacture, distribute and sell commercial rodent control products in the United States and certain U.S. territories, Canada and Mexico. As previously disclosed in our Current Report on Form 8-K dated and filed January 23, 2017, on January 23, 2017 we entered into a termination agreement (the “Settlement Agreement”) with Neogen Corporation (“Neogen”). Pursuant to the Settlement Agreement, the parties agreed to (a) terminate the existing Exclusive License Agreement between us and Neogen dated May 15, 2014 (the “License Agreement”), with neither Neogen or us having any further obligations thereunder (other than certain confidentiality obligations); (b) dismiss with prejudice the court action filed by Neogen in the District Court for the District of Arizona on January 19, 2017 (the “Court Action”), as further described below; and (c) mutually release any and all existing or future claims between the parties and their affiliates related to or arising from the License Agreement or the Court Action. As part of the Settlement Agreement, we agreed to pay to Neogen upon the execution of the Settlement Agreement an aggregate of $1,000 in settlement of all claims. For the six months ended June 30, 2017 and the year ended December 31, 2016, the Company recognized revenue of $0 and $186, respectively under the Licensing Agreement. Bioceres/INMET S.A. Agreement In January 2016, the Company entered into a services agreement with Bioceres, Inc. (“Bioceres”), a wholly-owned subsidiary of Bioceres S.A., a leading agricultural biotechnology company in Argentina, and its Argentinean subsidiary, Ingenieria Metabolica S.A. (“INMET”) to develop a production method for synthetic triptolide, the main ingredient in ContraPest. The Company also entered into an agency agreement with INMET whereby the Company appointed INMET as its exclusive agent to seek regulatory approval for and conduct pre-sales and marketing of its product, ContraPest, in Argentina. The Company and INMET have also agreed to manufacture and distribute its product in Argentina and other countries, as mutually agreed, through a newly formed entity. The term of the service agreement is for two years. The service agreement can be terminated at any time upon written notice by either party for any reason. The term of the agency agreement with INMET is the earlier of: (i) when the Company and INMET incorporate the joint venture entity in Argentina or (ii) January 2018. At June 30, 2017, the Company had accrued expenses of $65 due Bioceres as detailed in the table or accrued expenses in Note 7 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15 - Commitments and Contingencies Legal Proceedings The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity. Neogen Settlement Agreement See Note 14 above with regards to the Settlement Agreement with Neogen. Although notice of the legal action by Neogen and the Settlement Agreement with Neogen, occurred after December 31, 2016, as per the provisions of Accounting Standards Codification Topic 450 Loss Contingencies, included in the financial statements of the Company at December 31, 2016 is a $1,000 charge to general and administrative expenses and a corresponding accrual of contract cancellation settlement agreement related to this agreement. Employment Agreement On June 2, 2017, the Company entered into an employment agreement with a Executive Vice President and Chief Operations Officer (“COO”), with a start date of June 19, 2017. Under the terms of the employment agreement, the COO will receive an annual base salary of $300,000 and a one-time signing bonus of restricted stock units representing 60,000 shares of common stock, which will vest on a quarterly basis over a 3-year period, and will be subject to the terms and conditions of the 2015 Plan and standard form of restricted stock unit agreement. Further, the Company will reimburse the COO for moving and moving-related expenses up to $30,000 and up to $2,000 per month for the cost of rental allowance for up to six months. The COO will be eligible to receive annual incentive bonus with a target value equal to 100% of his annual base salary, payable 30% in cash and 70% in restricted stock units or stock options, subject to his achievement of performance objectives to be determined by the Company’s compensation committee or board of directors. The COO will also be eligible to participate in the standard benefits, vacation and expense reimbursement plans offered to similarly situated employees, and will enter into the Company’s standard form of indemnification agreement applicable to its directors and officers. In the event of a Change in Control (as defined in the 2015 Plan), or upon the COO’s termination by the Company without Cause (as defined in the 2015 Plan) or termination by the COO for Good Reason (as defined below), 100% of the unvested portion of all of the COO’s equity awards (RSUs, options, etc.) shall immediately vest and be exercisable effective immediately prior to: the closing of the Change in Control, on the date of said termination by the Company without Cause, or the date of termination by the COO for Good Reason, as applicable. “Good Reason” means COO’s resignation within thirty (30) days following expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without COO’s written consent: (a) a material reduction in COO’s annual base salary, bonus, or other benefits previously provided by the Company pursuant to COO’s employment letter agreement or otherwise; (b) a material diminution of the COO’s job duties or responsibilities; or (c) a change in the location of employment of more than fifty (50) miles. It is further agreed that the COO will not resign for Good Reason without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within ninety (90) days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than thirty (30) days following the date of such notice (during which the grounds have not been cured). Resolution of Dispute In recognition of his continued support and cooperation, and to resolve a dispute regarding whether his options appropriately expired in the first quarter of 2016, in July 2016, the Company’s Board of Directors agreed to issue to its former chief executive officer 120,000 shares of the Company’s common stock. The expense of $300 associated with this full and final settlement was recorded at December 31, 2016. Lease Commitments Rent expense was $165 and $234 for the six months ended and year ended June 30, 2017 and December 31, 2016, respectively. The future minimum lease payments under non-cancellable operating lease and future minimum capital lease payments as of June 30, 2017 are follows: Capital Operating Years Ending December 31, 2017 51 130 2018 96 258 2019 88 221 2020 67 — 2021 56 — 2022 28 — Total minimum lease payments $ 386 $ 609 Capital Leases Less: amounts representing interest ( ranging from 7.25% to 11.56%) $ 82 Present value of minimum lease payments 304 Less: current installments under capital lease obligations 65 Total long-term portion $ 239 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 - Subsequent Events On July 12, 2017, we issued 4,750 shares in settlement of amounts owed to a consultant for services expensed and recognized in 2016. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. The significant estimates in the Company’s financial statements include the valuation of common stock and related warrants, and other stock-based awards. Actual results could differ from such estimates. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings, financial position or cash flows. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consisted primarily of legal, accounting and other direct and incremental fees and costs related to the Company’s initial public offering on December 8, 2016. Deferred offering costs of $2,234 were offset against the proceeds received from the initial public offering in December 2016.There were no deferred offering costs at June 30, 2017. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers money market fund investments to be cash equivalents. The Company had cash equivalents of $60 and $0 at June 30, 2017 and December 31, 2016, respectively included in cash as reported. |
Investments In Securities Held To Maturity | Investments In Securities Held To Maturity The Company uses cash holdings to purchase highly liquid, short term, investment grade securities diversified among security types, industries and issuers. All of the Company’s investment securities are measured at fair value. The Company’s investment securities primarily consist of municipal debt securities, corporate bonds, U.S. agency securities and commercial paper and highly-liquid money market funds. |
Accounts Receivable | Accounts Receivable Accounts receivable consist primarily of trade receivables. The Company provides an allowance for doubtful trade receivables equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions and a review of the current status of each customer’s trade accounts receivable. The allowance for doubtful trade receivables was $2 and $0 as of June 30, 2017 and December 31, 2016, respectively. |
Inventories | Inventories Inventories are stated at the lower of cost or market value, using the first-in, first-out convention. Inventories consist of raw materials and finished goods. As of June 30, 2017 and December 31, 2016, the Company had inventories of $300 and $57, respectively. |
Prepaid Expenses | Prepaid Expenses Prepaid expenses consist primarily of payments made for director and officer insurance, rent, legal and inventory purchase deposits and seminar fees to be expensed in the current year. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Equipment held under capital leases are stated at the present value of minimum lease payments less accumulated amortization. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets. The cost of leasehold improvements is amortized over the life of the improvement or the term of the lease, whichever is shorter. Equipment held under capital leases is amortized over the shorter of the lease term or estimated useful life of the asset. The Company incurs maintenance costs on its major equipment. Repair and maintenance costs are expensed as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require long-lived assets or asset groups to be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated from the use of the asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques, such as discounted cash flow models and the use of third- party independent appraisals. The Company has not recorded an impairment of long-lived assets since its inception. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies when (i) persuasive evidence of an arrangement exists; (ii) the performance of service has been rendered to a customer or delivery has occurred; (iii) the amount of fee to be paid by a customer is fixed and determinable; and (iv) the collectability of the fee is reasonably assured. The Company has generated revenue from a license agreement with a strategic partner, pursuant to which the Company had granted to such partner the exclusive right to manufacture and distribute its product, ContraPest, once the required regulatory approvals were received (See Note 14). This licensing agreement was subsequently terminated on January 23, 2017 (See Note 14). The terms of the licensing agreement contained multiple elements or deliverables, as discussed below. Management evaluates whether the arrangement involving the multiple deliverables contains more than one unit of accounting. To determine the units of accounting under a multiple-element arrangement, management evaluates certain separation criteria, including whether the deliverables have stand-alone value, based on the relevant facts and circumstances of the arrangement. The Company determined that the license granted pursuant to the license agreement did not have stand-alone value and, therefore, the nonrefundable, upfront license fee payments received by the Company are recognized on a straight-line basis over the estimated related performance period (i.e. from the effective date of the agreement through the estimated completion date of the Company’s substantive performance obligations). In accordance with the terms of the license agreement, the Company was also to receive a future fixed amount of contingent milestone payments (i.e. post-regulatory approval license fees) and contingent sales-based royalties to be received upon the achievement of certain milestone events. The milestone events under the agreement include regulatory approval, patent issuance or alternative intellectual property coverage, and sales-based events. The Company did not earn or receive any of the potential contingent milestone payments, as the milestone events to receive such post-approval license fees and sales-based royalties were not achieved. The Company recognizes revenue that is contingent upon the achievement of a substantive milestone event in its entirety in the period in which the milestone is achieved. A milestone is considered substantive when the consideration payable to the Company for such milestone has all of the following characteristics: (i) there is substantive uncertainty at the date the arrangement is entered into that the event will be achieved; (ii) the event can only be achieved based in whole or part on either the Company’s performance or a specific outcome resulting from the Company’s performance; and (iii) if achieved, the event would result in additional payments being due to the Company. As the potential contingent consideration was to be received only upon the achievement of milestone events that are considered substantive, the Company would only recognize such revenue in the period the milestone is achieved and the milestone payments became due and collectible. In addition, the Company accounts for sales-based royalties as revenue upon achievement of certain sales milestones. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue on the balance sheet. Amounts expected to be recognized as revenue in the next twelve months following the balance sheet date are classified as a current liability. The Company recognizes other revenue earned from pilot studies upon the performance of specific services under the respective service contract. For the six months ended June 30, 2017, the Company generated net revenues of $10. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Research and development expenses primarily consist of salaries and benefits for research and development employees, stock-based compensation, consulting fees, lab supplies, and costs incurred related to conducting scientific trials and field studies, and regulatory compliance costs. Also, included in research and development expenses is an allocation of facilities related costs, including depreciation of research and development equipment. |
Stock-based Compensation | Stock-based Compensation Employee stock-based awards, consisting of restricted stock units and stock options expected to be settled in shares of the Company’s common stock, are recorded as equity awards. The grant date fair value of these awards is measured using the Black-Scholes option pricing model. The Company expenses the grant date fair value of its stock options on a straight-line basis over their respective vesting periods. Performance-based awards are expensed over the performance period when the related performance goals are probable of being achieved. For equity instruments issued to non-employees, the stock-based consideration is measured using a fair value method. The measurement of the stock-based compensation is subject to re-measurement as the underlying equity instruments vest. The stock-based compensation expense recorded for the three and six months ended June 30, 2017 and 2016 is as follows: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Research and development $ 90 $ 87 $ 184 $ 174 General and administrative 721 255 1,688 1,299 Total stock-based compensation expense $ 811 $ 342 $ 1,872 $ 1,473 |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax bases of assets and liabilities and net operating loss carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date. The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. These deferred tax assets are subject to periodic assessments as to recoverability and if it is determined that it is more likely than not that the benefits will not be realized, valuation allowances are recorded which would increase the provision for income taxes. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In November 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. Only those benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities are recognized. Based on its evaluation, the Company has concluded there are no significant uncertain tax positions requiring recognition in its financial statements. The Company recognizes interest and/or penalties related to uncertain tax positions in income tax expense. There are no uncertain tax positions as of June 30, 2017 or December 31, 2016 and as such, no interest or penalties were recorded in income tax expense. |
Comprehensive Loss | Comprehensive Loss Net loss and comprehensive loss were the same for all periods presented; therefore, a separate statement of comprehensive loss is not included in the accompanying financial statements. |
Loss Per Share Attributable to Common Stockholders | Loss Per Share Attributable to Common Stockholders Basic loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share attributable to common stockholders is computed by dividing the loss attributable to common stockholders by the weighted average number of common shares and potentially dilutive securities outstanding for the period determined using the treasury stock and if-converted methods. For purposes of the computation of diluted loss per share attributable to common stockholders, the Series A convertible preferred stock (prior to its conversion into common stock), Series B convertible preferred stock (prior to its conversion into common stock), convertible promissory notes (prior to their conversion), common stock purchase warrants, and common stock options are considered to be potentially dilutive securities but have been excluded from the calculation of diluted loss per share attributable to common stockholders because their effect would be anti-dilutive given the net loss reported for the three and six months ended June 30, 2017 and 2016. Therefore, basic and diluted loss per share attributable to common stockholders was the same for all periods presented. The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted loss per share attributable to common stockholders (in common stock equivalent shares): June 30, 2017 2016 Series A convertible preferred stock — 400,000 Series B convertible preferred stock — 454,581 Convertible promissory notes — 533,031 Common stock purchase warrants 829,285 710,487 Restricted stock units 386,649 — Common stock options 1,603,800 1,556,867 Total 2,819,734 3,654,966 In May 2017, the FASB issued Accounting Standard Update (“ASU”) No. 2017-9, Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting Per ASU 2017-9, a ASU 2017-9 is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017. ASU 2017-9 In May 2014 the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. Since ASU 2014-09 was issued, several additional ASUs have been issued to clarify various elements of the guidance. These standards provide guidance on recognizing revenue, including a five-step model to determine when revenue recognition is appropriate. The standard requires that an entity recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Adoption of the new standard is effective for reporting periods beginning after December 15, 2017. We plan to use the modified retrospective method of adoption and will adopt the standard as of January 1, 2018, the beginning of our next fiscal year. We have completed an initial evaluation of the potential impact from adopting the new standard, including a detailed review of performance obligations for all material revenue streams. Based on this initial evaluation, we do not expect adoption will have a material impact on our financial position, results of operations, or cash flows. Related disclosures will be expanded in line with the requirements of the standard. We will continue our evaluation until our adoption of the new standard. In August 2014, the FASB issued ASU No. 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic230): Classification of Certain Cash Receipts and Cash Payments |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of employee stock-based compensation expense | The stock-based compensation expense recorded for the three and six months ended June 30, 2017 and 2016 is as follows: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Research and development $ 90 $ 87 $ 184 $ 174 General and administrative 721 255 1,688 1,299 Total stock-based compensation expense $ 811 $ 342 $ 1,872 $ 1,473 |
Schedule of outstanding potentially dilutive securities calculation of diluted loss per share attributable to common stockholders | The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted loss per share attributable to common stockholders (in common stock equivalent shares): June 30, 2017 2016 Series A convertible preferred stock — 400,000 Series B convertible preferred stock — 454,581 Convertible promissory notes — 533,031 Common stock purchase warrants 829,285 710,487 Restricted stock units 386,649 — Common stock options 1,603,800 1,556,867 Total 2,819,734 3,654,966 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value on a recurring basis by level of fair value hierarchy | The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): June 30, 2017 Level 1 Level 2 Level 3 Total Financial Assets: Money market funds $ 60 $ — $ — $ 60 Corporate fixed income debt securities — 2,950 — 2,950 Total $ 60 $ 2,950 $ — $ 3,010 Financial Liabilities: Common stock warrant liability (1) $ — $ — $ 33 $ 33 Total $ — $ — $ 33 $ 33 December 31, 2016 Level 1 Level 2 Level 3 Total Financial Assets: None $ — $ — $ — $ — Financial Liabilities: Common stock warrant liability (1) $ — $ — $ 69 $ 69 Total $ — $ — $ 69 $ 69 (1) The change in the fair value of the common stock warrant and convertible notes payable for the three and six months ended June 30, 2017 was recorded as a decrease to other income (expense) and interest expense of $30 and $39, respectively, in the statements of operations and comprehensive loss. |
Investments In Securities Hel25
Investments In Securities Held To Maturity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of held to maturity securities | The following is a summary of held to maturity securities at June 30, 2017: June 30, 2017 Contractual Cost Gross Unrealized Gross Unrealized Fair Market Mutual funds $ — $ — $ — $ — Corporate fixed income securities Less than 12 months 2,345 3 2,348 Commercial paper Less than 12 months 600 3 (1 ) 602 Total investments $ 2,945 $ 6 $ (1 ) $ 2,950 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaid expenses | Prepaid expenses consist of the following: June 30, December 31, Director compensation $ — $ 215 Director and officer insurance 96 70 Legal retainer 25 25 Rent 25 17 Inventory Purchase Deposits 20 — Meetings/Dues 17 — Engineering, software licenses and other 9 10 Total prepaid expenses $ 192 $ 337 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment, net consist of the following: Useful Life June 30, December 31, Research and development equipment 5 years $ 1,335 $ 989 Office and computer equipment 3 years 672 235 Furniture and fixtures 7 years 31 17 Autos/Trucks 5 years 306 — Leasehold improvements * 265 189 2,609 1,430 Less accumulated depreciation and amortization 953 799 Total $ 1,656 $ 631 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses consist of the following: June 30, December 31, Compensation and related benefits $ 690 $ 82 Accrued litigation 269 286 Research project agreement 65 Other 2 3 Total accrued expenses $ 1,026 $ 371 |
Borrowings (Tables)
Borrowings (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of capital lease obligations | A summary of the Company’s borrowings, including capital lease obligations, is as follows: Short-term debt: June 30, December 31, Current portion of long-term debt 160 45 Total short-term debt $ 160 $ 45 Long-term debt: Capital lease obligations $ 303 $ 51 Other unsecured promissory notes 499 132 Total 802 183 Less: current portion of long-term debt (160 ) (45 ) Total long-term debt $ 642 $ 138 |
Notes Payable, Related Parties
Notes Payable, Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of notes payable, related parties | A summary of the Company’s notes payable, related parties is as follows: June 30, December 31, Unsecured promissory note, interest rate of 4.25% and 8% per annum $ 20 $ 36 Less: current portion of notes payable, related parties 20 30 Total notes payable, long-term $ — $ 6 |
Common Stock Warrants and Com31
Common Stock Warrants and Common Stock Warrant Liability (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of common stock warrant activity | The table summarizes the common stock warrant activity as of June 30, 2017 as follows: Number of Date Common Stock Warrants Warrants Issued Term Exercise Price Outstanding at December 31, 610,487 Initial Public Offering Underwriter 187,500 December 2016 5 years $ 9.60 Marketing and Development Services 100,000 February 2016 5 years(1) $ 7.50 Other Advisory Services 40,000 August 2016 3 years(1) $ 7.50 Promissory Notes 9,031 March 2016 3 years(1) $ 7.50 Warrants issued 336,531 Warrants exercised 117,733 Outstanding at December 31, 2016 829,285 Warrants issued — Warrants exercised — Outstanding at June 30, 2017 829,285 (1) The warrants also terminate, if not exercised (i) within two years of the closing of an initial public offering of common stock; or (ii) a liquidation, dissolution or winding up of the Company. |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of fair value of options granted | The weighted-average assumptions used in the Black-Scholes option-pricing model used to calculate the fair value of options granted during the six months ended June 30, 2017, were as follows: Employee Non-Employee Expected volatility 73.8% -83.7 % N/A Expected dividend yield — N/A Expected term (in years) 3.0 to 3.5 N/A Risk-free interest rate 1.45%-1.94 % N/A |
Schedule of stock option activity | The table summarizes the stock option activity, for both plans, for the periods indicated as follows: Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value(1) Outstanding at December 31, 2016 1,477,300 1.61 5.8 $ 9,662 Granted 161,500 $ 8.04 5.0 $ — Exercised (15,000) $ 0.50 Forfeited — $ — Expired (20,000 ) $ 15.00 Outstanding at June 30, 2017 1,603,800 2.00 5.3 $ 5,934 Exercisable at June 30, 2017 1,055,581 $ 2.18 5.0 $ 3,716 |
Schedule of stock-based compensation expense | The stock-based compensation expense was recorded as follows: Three Months Ended June 30 Six Months Ended June 30, 2017 2016 2017 2016 Research and development $ 90 87 $ 184 $ 174 General and administrative 721 255 1,688 1,299 Total stock-based compensation expense $ 811 342 $ 1,872 $ 1,473 |
Schedule of summarizes restricted stock unit activity [Table Text Block] | The following table summarizes restricted stock unit activity for the six months ended June 30, 2017: Number of Units Weighted Average Grant-Date Fair Value Per Units Outstanding as of December 31, 2016 455,430 $ 0.76 Granted 117,885 (1) $ 6.95 Vested (186,666 ) $ 2.18 Forfeited — $ — Outstanding as of June 30, 2017 386,649 (2) $ 1.70 (1) 40,000 restricted stock units were granted on March 27, 2017 with a weighted average grant date fair value of $8.35, 17,885 restricted stock units were granted on May 19, 2017 with a weighted average grant date fair value of $6.99 and 60,000 restricted stock units were granted on June 19, 2017 with a weighted average grant date fair value of $6.00. (2) At June 30, 2017, the total compensation cost related to non-vested restricted stock units not yet recognized was $1,229, which will be recognized over a weighted average period of 1.5 years, assuming the recipients complete their service period required for vesting. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of the future minimum lease payments under non-cancellable operating lease and future minimum capital lease payments | The future minimum lease payments under non-cancellable operating lease and future minimum capital lease payments as of June 30, 2017 are follows: Capital Operating Years Ending December 31, 2017 51 130 2018 96 258 2019 88 221 2020 67 — 2021 56 — 2022 28 — Total minimum lease payments $ 386 $ 609 Capital Leases Less: amounts representing interest ( ranging from 7.25% to 11.56%) $ 82 Present value of minimum lease payments 304 Less: current installments under capital lease obligations 65 Total long-term portion $ 239 |
Organization and Description 34
Organization and Description of Business (Details Narrative) - USD ($) $ in Thousands | Dec. 08, 2016 | Jun. 30, 2017 |
Stock issued during period | 162,962 | |
Cash, cash equivalents and short-term investments | $ 5,624 | |
Common Stock [Member] | ||
Stock issued during period | 1,875,000 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Total stock-based compensation expense | $ 811 | $ 342 | $ 1,872 | $ 1,473 |
Research and Development [Member] | ||||
Total stock-based compensation expense | 90 | |||
General and Administrative Expense [Member] | ||||
Total stock-based compensation expense | $ 721 | 1,688 | 1,299 | |
Research and Development Expense [Member] | ||||
Total stock-based compensation expense | 87 | $ 184 | $ 174 | |
General and Administrative [Member] | ||||
Total stock-based compensation expense | $ 255 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Details 1) - shares | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Total | 2,819,734 | 3,654,966 |
Series A Convertible Preferred Stock [Member] | ||
Total | 400,000 | |
Series B Convertible Preferred Stock [Member] | ||
Total | 454,581 | |
Convertible Promissory Notes [Member] | ||
Total | 533,031 | |
Common Stock Purchase Warrants [Member] | ||
Total | 829,285 | 710,487 |
Restricted Stock Units [Member] | ||
Total | 386,649 | |
Employee Stock Options [Member] | ||
Total | 1,603,800 | 1,556,867 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Deferred offering costs | $ 2,234 | |
Cash equivalents, at carrying value | $ 60 | 0 |
Allowance for doubtful trade receivables | 2 | 0 |
Inventory, net | 300 | $ 57 |
Net revenues | $ 10 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | |
Financial Assets: | |||
Held-to-maturity Securities, Fair Value | $ 2,950 | ||
Fair Value Measurements, Recurring [Member] | |||
Financial Assets: | |||
Total | 3,010 | ||
Financial Liabilities: | |||
Common stock warrant liability | [1] | 33 | $ 69 |
Total | 33 | 69 | |
Fair Value Measurements, Recurring [Member] | Corporate Fixed Income Debt Securities [Member] | |||
Financial Assets: | |||
Held-to-maturity Securities, Fair Value | 2,950 | ||
Fair Value Inputs, Level 1 [Member] | Fair Value Measurements, Recurring [Member] | |||
Financial Assets: | |||
Total | 60 | ||
Financial Liabilities: | |||
Common stock warrant liability | [1] | ||
Total | |||
Fair Value Inputs, Level 1 [Member] | Fair Value Measurements, Recurring [Member] | Corporate Fixed Income Debt Securities [Member] | |||
Financial Assets: | |||
Held-to-maturity Securities, Fair Value | |||
Fair Value Inputs, Level 2 [Member] | Fair Value Measurements, Recurring [Member] | |||
Financial Assets: | |||
Total | 2,950 | ||
Financial Liabilities: | |||
Common stock warrant liability | [1] | ||
Total | |||
Fair Value Inputs, Level 2 [Member] | Fair Value Measurements, Recurring [Member] | Corporate Fixed Income Debt Securities [Member] | |||
Financial Assets: | |||
Held-to-maturity Securities, Fair Value | 2,950 | ||
Fair Value Inputs, Level 3 [Member] | Fair Value Measurements, Recurring [Member] | |||
Financial Assets: | |||
Total | |||
Financial Liabilities: | |||
Common stock warrant liability | [1] | 33 | 69 |
Total | 33 | $ 69 | |
Fair Value Inputs, Level 3 [Member] | Fair Value Measurements, Recurring [Member] | Corporate Fixed Income Debt Securities [Member] | |||
Financial Assets: | |||
Held-to-maturity Securities, Fair Value | |||
Money Market Funds [Member] | Fair Value Measurements, Recurring [Member] | |||
Financial Assets: | |||
Held-to-maturity Securities, Fair Value | 60 | ||
Money Market Funds [Member] | Fair Value Inputs, Level 1 [Member] | Fair Value Measurements, Recurring [Member] | |||
Financial Assets: | |||
Held-to-maturity Securities, Fair Value | 60 | ||
Money Market Funds [Member] | Fair Value Inputs, Level 2 [Member] | Fair Value Measurements, Recurring [Member] | |||
Financial Assets: | |||
Held-to-maturity Securities, Fair Value | |||
Money Market Funds [Member] | Fair Value Inputs, Level 3 [Member] | Fair Value Measurements, Recurring [Member] | |||
Financial Assets: | |||
Held-to-maturity Securities, Fair Value | |||
[1] | The change in the fair value of the common stock warrant and convertible notes payable for the three and six months ended June 30, 2017 was recorded as a decrease to other income (expense) and interest expense of $30 and $39, respectively, in the statements of operations and comprehensive loss. |
Fair Value Measurements (Deta39
Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |||
Fair value adjustment of warrants | $ 30 | $ (36) | $ (51) |
Investments In Securities Hel40
Investments In Securities Held To Maturity (Details) $ in Thousands | Jun. 30, 2017USD ($) |
Schedule of Held-to-maturity Securities [Line Items] | |
Cost | $ 2,945 |
Gross Unrealized Gains | 6 |
Gross Unrealized Losses | (1) |
Fair Market Value | 2,950 |
Corporate Fixed Income Securities [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Cost | 2,345 |
Gross Unrealized Gains | 3 |
Gross Unrealized Losses | |
Fair Market Value | 2,348 |
Mutual Funds [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Cost | |
Gross Unrealized Gains | |
Gross Unrealized Losses | |
Fair Market Value | |
Commercial Paper [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Cost | 600 |
Gross Unrealized Gains | 3 |
Gross Unrealized Losses | (1) |
Fair Market Value | $ 602 |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Director compensation | $ 215 | |
Director and officer insurance | 96 | 70 |
Legal retainer | 25 | 25 |
Rent | 25 | 17 |
Inventory Purchase Deposits | 20 | |
Meetings/Dues | 17 | |
Engineering, software licenses and other | 9 | 10 |
Total prepaid expenses | $ 192 | $ 337 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2016 | ||
Property, Plant and Equipment, Gross | $ 2,609 | $ 1,430 | |
Less accumulated depreciation and amortization | 953 | 799 | |
Total | 1,656 | 631 | |
Research and Development Equipment [Member] | |||
Property, Plant and Equipment, Gross | $ 1,335 | 989 | |
Property, Plant and Equipment, Useful Life | 5 years | ||
Office and Computer Equipment [Member] | |||
Property, Plant and Equipment, Gross | $ 672 | 235 | |
Property, Plant and Equipment, Useful Life | 3 years | ||
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment, Gross | $ 31 | 17 | |
Property, Plant and Equipment, Useful Life | 7 years | ||
Autos/Trucks [Member] | |||
Property, Plant and Equipment, Gross | $ 306 | ||
Property, Plant and Equipment, Useful Life | 5 years | ||
Leasehold Improvements [Member] | |||
Property, Plant and Equipment, Gross | [1] | $ 265 | $ 189 |
[1] | Shorter of lease term or estimated useful life |
Property and Equipment (Detai43
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 95 | $ 48 | $ 154 | $ 94 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Compensation and related benefits | $ 690 | $ 82 |
Accrued litigation | 269 | 286 |
Research project agreement | 65 | |
Other | 2 | 3 |
Total accrued expenses | $ 1,026 | $ 371 |
Accrued Contract Cancellation45
Accrued Contract Cancellation Settlement (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2017 | Jan. 23, 2017 | Dec. 31, 2016 |
Accrued Contract Cancellation Settlement Disclosure [Abstract] | |||
Accrued Contract Cancellation Settlement Liabilities | $ 1,000 | $ 1,000 |
Borrowings (Details)
Borrowings (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Short-term debt: | ||
Current portion of long-term debt | $ 160 | $ 45 |
Total short-term debt | 160 | 45 |
Long-term debt: | ||
Capital lease obligations | 303 | 51 |
Other unsecured promissory notes | 499 | 132 |
Total | 802 | 183 |
Less: current portion of long-term debt | (160) | (45) |
Total long-term debt | $ 642 | $ 138 |
Notes Payable, Related Partie47
Notes Payable, Related Parties (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Related Party Transactions [Abstract] | ||
Unsecured promissory note, interest rate of 4.25% and 8% per annum | $ 20 | $ 36 |
Less: current portion of notes payable, related parties | 20 | 30 |
Total notes payable, long-term | $ 6 |
Notes Payable, Related Partie48
Notes Payable, Related Parties (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2013 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Settlement of outstanding obligations | $ 40 | |||||
Due to Employees | $ 72 | |||||
Interest expense related party | $ 0 | $ 17 | $ 1 | $ 34 | $ 56 | |
Salary Obligation [Member] | ||||||
Debt interest rate | 4.25% | |||||
Debt instrument payment | $ 1 | |||||
Debt instrument maturity date | May 31, 2018 | |||||
Unsecured Promissory Note [Member] | ||||||
Debt interest rate | 8.00% | |||||
Debt instrument payment | $ 1 | |||||
Debt instrument maturity date | Apr. 30, 2018 |
Common Stock Warrants and Com49
Common Stock Warrants and Common Stock Warrant Liability (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | ||
Outstanding at beginning | 829,285 | 610,487 | |
Warrants issued | 336,531 | ||
Warrants exercised | 117,733 | ||
Outstanding at end | 829,285 | 829,285 | |
Initial Public Offering Underwriter Warrants [Member] | |||
Warrants issued | 187,500 | ||
Date Issued | 2016-12 | ||
Term | 5 years | ||
Exercise Price (in dollars per share) | $ 9.60 | ||
Marketing and Development Services Warrants [Member] | |||
Warrants issued | 100,000 | ||
Date Issued | 2016-02 | ||
Term | [1] | 5 years | |
Exercise Price (in dollars per share) | $ 7.50 | ||
Other Advisory Services Warrants [Member] | |||
Warrants issued | 40,000 | ||
Date Issued | 2016-08 | ||
Term | [1] | 3 years | |
Exercise Price (in dollars per share) | $ 7.50 | ||
Promissory Notes [Member] | |||
Warrants issued | 9,031 | ||
Date Issued | 2016-03 | ||
Term | [1] | 3 years | |
Exercise Price (in dollars per share) | $ 7.50 | ||
[1] | The warrants also terminate, if not exercised (i) within two years of the closing of an initial public offering of common stock; or (ii) a liquidation, dissolution or winding up of the Company. |
Common Stock Warrants and Com50
Common Stock Warrants and Common Stock Warrant Liability (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Aug. 16, 2016 | Dec. 31, 2016 | Mar. 31, 2016 | Feb. 29, 2016 | Jul. 31, 2015 | Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Nov. 30, 2015 | Jun. 30, 2015 |
Share price (in dollars per share) | $ 8.15 | $ 5.70 | $ 5.70 | |||||||
Fair value adjustment of warrants | $ 30 | $ (36) | $ (51) | |||||||
Minimum [Member] | ||||||||||
Expected term | 3 years | |||||||||
Maximum [Member] | ||||||||||
Expected term | 3 years 6 months | |||||||||
Common Stock Warrants [Member] | ||||||||||
Number of shares purchased | 270,400 | 270,400 | ||||||||
Exercise price (in dollars per share) | $ 7.50 | $ 7.50 | ||||||||
Warrant term | 5 years | |||||||||
Description of method used | Monte Carlo option pricing model | |||||||||
Expected volatility rate, minimum | 58.00% | |||||||||
Expected volatility rate, maximum | 76.70% | |||||||||
Risk free interest rate, minimum | 1.31% | |||||||||
Risk free interest rate, maximum | 1.76% | |||||||||
Common Stock Warrants [Member] | Minimum [Member] | ||||||||||
Share price (in dollars per share) | 7.50 | $ 7.50 | ||||||||
Common Stock Warrants [Member] | Maximum [Member] | ||||||||||
Share price (in dollars per share) | 7.575 | $ 7.575 | ||||||||
Common Stock Warrant Issued for Marketing and Development Services [Member] | ||||||||||
Number of shares purchased | 100,000 | |||||||||
Exercise price (in dollars per share) | $ 7.50 | |||||||||
Warrant term | 5 years | |||||||||
Description of method used | Black- Scholes option pricing model | |||||||||
Share price (in dollars per share) | $ 7.57 | |||||||||
Fair value of common stock warrant | $ 431 | |||||||||
Expected volatility rate | 77.80% | |||||||||
Expected term | 3 years 9 months | |||||||||
Expected dividend rate | 0.00% | |||||||||
Risk free interest rate | 2.09% | |||||||||
March 2016 Promissory Notes Common Stock Warrants [Member] | ||||||||||
Number of shares purchased | 9,032 | |||||||||
Exercise price (in dollars per share) | $ 7.50 | |||||||||
Warrant term | 3 years | |||||||||
Description of method used | Monte Carlo pricing model | |||||||||
Share price (in dollars per share) | $ 7.575 | |||||||||
Expected volatility rate | 79.60% | |||||||||
Risk free interest rate | 1.49% | |||||||||
August 2016 Other Advisory Services [Member] | ||||||||||
Number of shares purchased | 20,000 | |||||||||
Exercise price (in dollars per share) | $ 7.50 | |||||||||
Warrant term | 3 years | |||||||||
Common Stock Warrant Issued To Initial Public Offering Underwriter [Member] | ||||||||||
Number of shares purchased | 100,000 | |||||||||
Exercise price (in dollars per share) | $ 9.60 | |||||||||
Warrant term | 5 years | |||||||||
Description of method used | Black- Scholes option pricing model | |||||||||
Share price (in dollars per share) | $ 8 | |||||||||
Fair value of common stock warrant | $ 939 | |||||||||
Expected volatility rate | 82.10% | |||||||||
Expected term | 5 years | |||||||||
Expected dividend rate | 0.00% | |||||||||
Risk free interest rate | 1.92% | |||||||||
University of Arizona Common Stock Warrant [Member] | ||||||||||
Number of shares purchased | 15,000 | |||||||||
Exercise price (in dollars per share) | $ 7.50 | |||||||||
Warrant term | 5 years | |||||||||
Description of method used | Monte Carlo option pricing model | |||||||||
Share price (in dollars per share) | $ 7.91 | $ 7.91 | ||||||||
Expected volatility rate | 77.70% | |||||||||
Expected dividend rate | 0.00% | |||||||||
Risk free interest rate | 1.93% | |||||||||
Derivative liability | $ 33 | $ 33 | $ 53 | |||||||
Fair value adjustment of warrants | $ 36 | |||||||||
July 2015 Consulting Agreement Common Stock Warrant [Member] | ||||||||||
Number of shares purchased | 121,227 | |||||||||
Exercise price (in dollars per share) | $ 7.50 | |||||||||
Warrant term | 10 years | |||||||||
Description of method used | Black-Scholes option pricing model | |||||||||
Share price (in dollars per share) | $ 7.575 | |||||||||
Fair value of common stock warrant | $ 537 | |||||||||
Expected volatility rate | 60.90% | |||||||||
Expected term | 6 years 3 months | |||||||||
Expected dividend rate | 0.00% | |||||||||
Risk free interest rate | 2.09% | |||||||||
Northern Arizona University Common Stock Warrant [Member] | ||||||||||
Number of shares purchased | 210,526 | |||||||||
Exercise price (in dollars per share) | $ 15 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | ||||
May 06, 2016 | Apr. 29, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Apr. 29, 2017 | Dec. 31, 2016 | |
Common stock, shares, issued | 10,320,254 | 10,157,292 | ||||
Common stock, shares, outstanding | 10,320,254 | 10,157,292 | ||||
Aggregate number of common stock issued | 162,962 | |||||
Proceeds from issuance of common stock | $ 6,199 | |||||
Number of shares issued for settle a previous claim | 55,667 | |||||
Cashless exercise of vested stock options | 15,000 | |||||
Rights Offering [Member] | ||||||
Value of common stock issued | $ 6,199 | |||||
Aggregate number of common stock issued | 2,478,486 | |||||
Proceeds from issuance of common stock | $ 5,284 | |||||
Number of stock offered for subscription rights | 5,794,162 | |||||
Rights Offering [Member] | Series B Convertible Preferred Stock [Member] | ||||||
Subscription price | $ 2.50 | |||||
Rights Offering [Member] | Unsecured Promissory Note 2015 and 2016 [Member] | ||||||
Proceeds from cancellation of outstanding principal amount | $ 821 | |||||
Extinguishment debt | $ 94 | |||||
Restricted Stock Units [Member] | ||||||
Cashless exercise of vested stock options | 14,014 | |||||
Number of restricted stock unitsvested during the period | 140,531 | |||||
Consultant [Member] | ||||||
Number of shares issued consultants for services | 7,750 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Minimum [Member] | |
Expected term (in years) | 3 years |
Maximum [Member] | |
Expected term (in years) | 3 years 6 months |
Employee [Member] | |
Expected volatility, Minimum | 73.80% |
Expected volatility, Maximum | 83.70% |
Expected dividend yield | 0.00% |
Risk-free interest rate, Minimum | 1.45% |
Risk-free interest rate, Maximum | 1.94% |
Stock-based Compensation (Det53
Stock-based Compensation (Details 1) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2017USD ($)$ / sharesshares | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding at beginning | shares | 1,477,300 | |
Granted | shares | 161,500 | |
Exercised | shares | (15,000) | |
Expired | shares | (20,000) | |
Outstanding at ending | shares | 1,603,800 | |
Exercisable at ending | shares | 1,055,581 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding at beginning | $ / shares | $ 1.61 | |
Granted | $ / shares | 8.04 | |
Exercised | $ / shares | 0.50 | |
Expired | $ / shares | 15 | |
Outstanding at ending | $ / shares | 2 | |
Exercisable at ending | $ / shares | $ 2.18 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Life [Roll Forward] | ||
Outstanding at beginning | 5 years 9 months 18 days | |
Granted | 5 years | |
Outstanding at ending | 5 years 3 months 18 days | |
Exercisable at ending | 5 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Aggregate Intrinsic Value [Roll Forward] | ||
Outstanding at beginning | $ | $ 9,662 | [1] |
Outstanding at ending | $ | 5,934 | [1] |
Exercisable at ending | $ | $ 3,716 | [1] |
[1] | The aggregate intrinsic value on the table was calculated based on the difference between the estimated fair value of the Company's stock and the exercise price of the underlying option. The estimated stock values used in the calculation was $5.70 and $8.15 per share at June 30, 2017 and December 31, 2016, respectively. |
Stock-based Compensation (Det54
Stock-based Compensation (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Allocated Share-based Compensation Expense | $ 811 | $ 342 | $ 1,872 | $ 1,473 |
Research and Development [Member] | ||||
Allocated Share-based Compensation Expense | 90 | |||
Research and Development Expense [Member] | ||||
Allocated Share-based Compensation Expense | 87 | 184 | 174 | |
General and Administrative Expense [Member] | ||||
Allocated Share-based Compensation Expense | $ 721 | $ 1,688 | $ 1,299 | |
General and Administrative [Member] | ||||
Allocated Share-based Compensation Expense | $ 255 |
Stock-based Compensation (Det55
Stock-based Compensation (Details 3) - Restricted Stock Units [Member] - $ / shares | Jun. 19, 2017 | May 19, 2017 | Mar. 27, 2017 | Jun. 30, 2017 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Balance at beginning | 455,430 | |||||
Granted | 60,000 | 17,885 | 40,000 | 117,885 | [1] | |
Vested | (186,666) | |||||
Forfeited | ||||||
Balance at ending | [2] | 386,649 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||||||
Balance at beginning | $ 0.76 | |||||
Granted | $ 6 | $ 6.99 | $ 8.35 | 6.95 | ||
Vested | 2.18 | |||||
Forfeited | ||||||
Balance at ending | $ 1.70 | |||||
[1] | 40,000 restricted stock units were granted on March 27, 2017 with a weighted average grant date fair value of $8.35, 17,885 restricted stock units were granted on May 19, 2017 with a weighted average grant date fair value of $6.99 and 60,000 restricted stock units were granted on June 19, 2017 with a weighted average grant date fair value of $6.00. | |||||
[2] | At June 30, 2017, the total compensation cost related to non-vested restricted stock units not yet recognized was $1,229, which will be recognized over a weighted average period of 1.5 years, assuming the recipients complete their service period required for vesting. |
Stock-based Compensation (Det56
Stock-based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 19, 2017 | May 19, 2017 | Mar. 27, 2017 | Jul. 31, 2015 | Jun. 30, 2017 | Dec. 31, 2016 | |
Share price | $ 5.70 | $ 8.15 | |||||
Restricted Stock Units [Member] | |||||||
Compensation cost not yet recognized | $ 1,229 | ||||||
Compensation cost not yet recognized, period for recognition | 1 year 6 months | ||||||
Stock units granted | 60,000 | 17,885 | 40,000 | 117,885 | [1] | ||
Weighted average grant date fair value | $ 6 | $ 6.99 | $ 8.35 | $ 6.95 | |||
Stock Option Plan 2008-2009 [Member] | |||||||
Number of shares outstanding | 0 | ||||||
Basis price per share | $ 15 | ||||||
Common stock purchase price | 100.00% | ||||||
Compensation cost not yet recognized | $ 2,661 | ||||||
Compensation cost not yet recognized, period for recognition | 4 years | ||||||
Equity Incentive Plan 2015 [Member] | |||||||
Number of shares authorized | 2,000,000 | ||||||
Number of additional shares authorized | 1,000,000 | ||||||
Common stock capital shares reserved for future issuance | 779,095 | ||||||
[1] | 40,000 restricted stock units were granted on March 27, 2017 with a weighted average grant date fair value of $8.35, 17,885 restricted stock units were granted on May 19, 2017 with a weighted average grant date fair value of $6.99 and 60,000 restricted stock units were granted on June 19, 2017 with a weighted average grant date fair value of $6.00. |
License and Other Agreements (D
License and Other Agreements (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Jan. 23, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Litigation Settlement, Amount | $ 300 | |||
Accrued expenses due Bioceres | 65 | |||
Neogen Corporation [Member] | ||||
License and Services Revenue | $ 0 | $ 186 | ||
Litigation Settlement, Amount | $ 1,000 |
Commitments and Contingencies58
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Commitments and Contingencies Disclosure [Abstract] | ||
2,017 | $ 51 | |
2,018 | 96 | |
2,019 | 88 | |
2,020 | 67 | |
2,021 | 56 | |
2,022 | 28 | |
Total minimum lease payments | 386 | |
2,017 | 130 | |
2,018 | 258 | |
2,019 | 221 | |
2,020 | ||
2,021 | ||
2,022 | ||
Total minimum lease payments | 609 | |
Less: amounts representing interest (ranging from 7.25% to 11.56%) | 82 | |
Present value of minimum lease payments | 304 | |
Less: current installments under capital lease obligations | 65 | |
Total long-term portion | $ 303 | $ 51 |
Commitments and Contingencies59
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Jul. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Debt Instrument, Interest Rate, Effective Percentage [Abstract] | ||||
Share-based Compensation | $ 1,872,000 | $ 1,473,000 | ||
Rent Expense | $ 165,000 | $ 234,000 | ||
General and Administrative Expense [Member] | ||||
Debt Instrument, Interest Rate, Effective Percentage [Abstract] | ||||
Loss Contingency, Loss in Period | 1,000,000 | |||
Chief Executive Officer [Member] | ||||
Debt Instrument, Interest Rate, Effective Percentage [Abstract] | ||||
Number of shares issued | 120,000 | |||
Share-based Compensation | $ 300 | |||
Chief Executive Officer [Member] | Employment Agreement [Member] | ||||
Debt Instrument, Interest Rate, Effective Percentage [Abstract] | ||||
Annual base salary | $ 300,000 | |||
Chief Executive Officer [Member] | Employment Agreement [Member] | Restricted Stock Units [Member] | Equity Incentive Plan 2015 [Member] | ||||
Debt Instrument, Interest Rate, Effective Percentage [Abstract] | ||||
Vesting period | 3 years | |||
Chief Operating Officer [Member] | ||||
Debt Instrument, Interest Rate, Effective Percentage [Abstract] | ||||
Description of annual incentive bonus | The COO will be eligible to receive annual incentive bonus with a target value equal to 100% of his annual base salary, payable 30% in cash and 70% in restricted stock units or stock options. | |||
Minimum [Member] | Chief Operating Officer [Member] | ||||
Debt Instrument, Interest Rate, Effective Percentage [Abstract] | ||||
Moving-related expenses | $ 2,000 | |||
Minimum [Member] | Capital Lease Obligations [Member] | ||||
Debt Instrument, Interest Rate, Effective Percentage [Abstract] | ||||
Capital Leases of Lessee, Contingent Rentals, Basis Spread on Variable Rate | 10.48% | |||
Maximum [Member] | Chief Operating Officer [Member] | ||||
Debt Instrument, Interest Rate, Effective Percentage [Abstract] | ||||
Moving-related expenses | $ 30,000 | |||
Maximum [Member] | Capital Lease Obligations [Member] | ||||
Debt Instrument, Interest Rate, Effective Percentage [Abstract] | ||||
Capital Leases of Lessee, Contingent Rentals, Basis Spread on Variable Rate | 11.56% |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Jul. 12, 2017 | Jun. 30, 2017 |
Subsequent Event [Line Items] | ||
Number of shares issued | 162,962 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares issued | 4,750 |