Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Feb. 17, 2015 | Jun. 30, 2014 |
Document And Entity Information | |||
Entity Registrant Name | Accelerate Diagnostics, Inc. | ||
Entity Central Index Key | 727207 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $569,600 | ||
Entity Common Stock, Shares Outstanding | 44,651,496 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $53,563 | $30,029 |
Investments | 13,115 | 11,960 |
Trade accounts receivable | 78 | 24 |
Prepaid expenses | 342 | 130 |
Total current assets | 67,098 | 42,143 |
Property and equipment, net | 2,536 | 1,047 |
Intellectual property, net | 167 | 241 |
Total assets | 69,801 | 43,431 |
Current liabilities: | ||
Accounts payable | 2,129 | 540 |
Accrued liabilities | 494 | 515 |
Deferred revenue and income | 13 | 82 |
Capital lease obligations | 147 | |
Total current liabilities | 2,783 | 1,137 |
Long-term deferred income | 1,014 | 777 |
Long-term capital lease obligation | 13 | |
Total liabilities | 3,810 | 1,914 |
Stockholders' equity: | ||
Common stock, $0.001 par value; 55,000,000 shares authorized 44,639,829 (as of December 31, 2014) and 41,649,521 (as of December 31, 2013) shares issued and outstanding | 45 | 42 |
Preferred stock, $0.001 par value; 5,000,000 shares authorized and none outstanding (as of December 31, 2014 and December 31, 2013) | ||
Contributed capital | 131,356 | 75,937 |
Accumulated deficit | -65,417 | -34,484 |
Accumulated other comprehensive income | 7 | 22 |
Total stockholders' equity | 65,991 | 41,517 |
Total liabilities and stockholders' equity | $69,801 | $43,431 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 55,000,000 | 55,000,000 |
Common Stock, shares issued | 44,639,829 | 41,649,521 |
Common Stock, shares outstanding | 44,639,829 | 41,649,521 |
Preferred stock, par value | ||
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 5 Months Ended | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2012 |
Revenues: | |||||
Licensing and royalty revenues | $18 | $202 | $122 | $48 | $236 |
Total revenues | 18 | 202 | 122 | 48 | 236 |
Costs and expenses: | |||||
Research and development | 1,777 | 163 | 20,053 | 10,673 | 432 |
Sales, general and administrative | 1,267 | 562 | 10,695 | 4,312 | 2,954 |
Amortization | 38 | 64 | 71 | 77 | 203 |
Depreciation | 5 | 1 | 817 | 286 | 2 |
Impairment of intangibles | 333 | 3 | 11 | 1,997 | |
Total costs and expenses | 3,420 | 790 | 31,639 | 15,359 | 5,588 |
Loss from operations | -3,402 | -588 | -31,517 | -15,311 | -5,352 |
Interest expense and other | 1 | -7 | 1 | ||
Interest and dividend income | 2 | 4 | 64 | 29 | 16 |
Unrealized holding (loss) gain on investments | -4 | 24 | |||
Total other income | 2 | 1 | 57 | 29 | 41 |
Net loss before income taxes | -3,400 | -587 | -31,460 | -15,282 | -5,311 |
Benefit from income taxes | 527 | ||||
Net loss | -3,400 | -587 | -30,933 | -15,282 | -5,311 |
Basic and diluted net loss per share-not in thousands | ($0.13) | ($0.05) | ($0.71) | ($0.41) | ($0.43) |
Weighted average shares outstanding | 25,354,000 | 11,132,000 | 43,626,000 | 37,599,000 | 12,462,000 |
Other comprehensive loss: | |||||
Net loss | -3,400 | -587 | -30,933 | -15,282 | -5,311 |
Net unrealized (loss) gain on available-for-sale investments | -15 | 22 | |||
Comprehensive loss | ($3,400) | ($587) | ($30,948) | ($15,260) | ($5,311) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 5 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2012 |
Cash flows from operating activities: | |||||
Net loss | ($3,400) | ($587) | ($30,933) | ($15,282) | ($5,311) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation | 5 | 1 | 817 | 286 | 2 |
Amortization of intangible assets | 38 | 64 | 71 | 77 | 203 |
Amortization of investment discount | 269 | 76 | |||
Equity-based compensation | 533 | 273 | 9,624 | 3,828 | 782 |
Impairment loss | 333 | 3 | 11 | 1,997 | |
Unrealized gain on investments | -24 | ||||
Realized gain on sale of investments, interest and dividends reinvested | -8 | ||||
(Increase) decrease in assets: | |||||
Accounts receivable | -13 | 2 | -54 | 739 | 591 |
Inventory | 10 | 20 | |||
Prepaid expense and other | 2 | -8 | -166 | -114 | 3 |
Increase (decrease) in liabilities: | |||||
Accounts payable | 236 | 41 | 1,336 | 205 | 27 |
Accrued liabilities | 127 | 7 | 80 | -356 | 719 |
Deferred revenue and income | -7 | 95 | 168 | 781 | 76 |
Deferred compensation | -73 | 107 | |||
Net cash used in operating activities | -2,136 | -185 | -18,785 | -9,749 | -816 |
Cash flows from investing activities: | |||||
Purchases of equipment and capitalized patents | -158 | -19 | -1,933 | -1,158 | 96 |
Contribution to deferred compensation trust | 16 | -150 | |||
Purchase of available-for-sale securities | -7,657 | -12,014 | |||
Sales of available-for-sale securities | 861 | ||||
Maturity of available-for-sale securities | 5,357 | ||||
Net cash used in investing activities | -158 | -3 | -3,372 | -13,172 | -246 |
Cash flows from financing activities: | |||||
Exercise of warrants and options | 100 | 923 | 20,969 | 129 | |
Issuance of common stock and warrants | 44,875 | 19,912 | 14,420 | ||
Payments on capital lease obligations | -107 | ||||
Net cash provided by financing activities | 100 | 45,691 | 40,881 | 14,549 | |
Increase (decrease) in cash and cash equivalents | -2,194 | -188 | 23,534 | 17,960 | 13,487 |
Cash and cash equivalents, beginning of period | 14,263 | 776 | 30,029 | 12,069 | 776 |
Cash and cash equivalents, end of period | $12,069 | $588 | $53,563 | $30,029 | $14,263 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Common Stock | Contributed Capital | Accumulated Deficit | For Employee Benefit | Accumulated Other Comprehensive Income | Total |
In Thousands, except Share data | ||||||
Beginning Balance, amount at Jul. 31, 2011 | $14,333 | $1,247 | ($10,491) | ($274) | $4,815 | |
Beginning Balance, shares at Jul. 31, 2011 | 11,103,000 | 11,103,000 | ||||
Net loss | -5,311 | -5,311 | ||||
Issuance of common stock and warrants, shares | 14,000,000 | 14,000,000 | ||||
Issuance of common stock and warrants, amount | 8,524 | 5,896 | 14,420 | |||
Exercise of options and warrants, shares | 129,000 | 129,000 | ||||
Exercise of options and warrants, amount | 129 | 129 | ||||
Transfer of Rabbi Trust, amount | ||||||
Establish par value stock for DE Corp, amount | ||||||
Equity-based compensation | 782 | 782 | ||||
Unrealized gain on available-for-sale securities | ||||||
Ending Balance, amount at Jul. 31, 2012 | 22,986 | 7,925 | -15,802 | -274 | 14,835 | |
Ending Balance, shares at Jul. 31, 2012 | 25,232,000 | 25,232,000 | ||||
Net loss | -3,400 | -3,400 | ||||
Issuance of common stock and warrants, shares | ||||||
Issuance of common stock and warrants, amount | ||||||
Exercise of options and warrants, shares | 100,000 | 100,000 | ||||
Exercise of options and warrants, amount | 100 | 100 | ||||
Transfer of Rabbi Trust, amount | -274 | 274 | ||||
Establish par value stock for DE Corp, amount | -22,961 | 22,961 | ||||
Equity-based compensation | 533 | 533 | ||||
Unrealized gain on available-for-sale securities | ||||||
Ending Balance, amount at Dec. 31, 2012 | 25 | 31,245 | -19,202 | 12,068 | ||
Ending Balance, shares at Dec. 31, 2012 | 25,332,000 | 25,332,000 | ||||
Net loss | -15,282 | -15,282 | ||||
Issuance of common stock and warrants, shares | 2,488,000 | 2,488,000 | ||||
Issuance of common stock and warrants, amount | 3 | 19,909 | 19,912 | |||
Exercise of options and warrants, shares | 13,830,000 | 13,830,000 | ||||
Exercise of options and warrants, amount | 14 | 20,955 | 20,969 | |||
Transfer of Rabbi Trust, amount | ||||||
Establish par value stock for DE Corp, amount | ||||||
Equity-based compensation | 3,828 | 3,828 | ||||
Unrealized gain on available-for-sale securities | 22 | 22 | ||||
Ending Balance, amount at Dec. 31, 2013 | 42 | 75,937 | -34,484 | 22 | 41,517 | |
Ending Balance, shares at Dec. 31, 2013 | 41,650,000 | 41,650,000 | ||||
Net loss | -30,933 | -30,933 | ||||
Issuance of common stock and warrants, shares | 2,678,000 | 2,678,000 | ||||
Issuance of common stock and warrants, amount | 3 | 44,872 | 44,875 | |||
Exercise of options and warrants, shares | 312,000 | 312,000 | ||||
Exercise of options and warrants, amount | 923 | 923 | ||||
Transfer of Rabbi Trust, amount | ||||||
Establish par value stock for DE Corp, amount | ||||||
Equity-based compensation | 9,624 | 9,624 | ||||
Unrealized gain on available-for-sale securities | -15 | -15 | ||||
Ending Balance, amount at Dec. 31, 2014 | $45 | $131,356 | ($65,417) | $7 | $65,991 | |
Ending Balance, shares at Dec. 31, 2014 | 44,640,000 | 44,640,000 |
Organization_and_Nature_of_Bus
Organization and Nature of Business; Basis of Presentation; Principles of Consolidation | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Organization and Nature of Business; Basis of Presentation; Principles of Consolidation | NOTE 1. ORGANIZATION AND NATURE OF BUSINESS; BASIS OF PRESENTATION; PRINCIPLES OF CONSOLIDATION |
Accelerate Diagnostics, Inc. (“we” or “us” or “our” or “Accelerate” or “the Company”) is an in vitro diagnostics company dedicated to providing solutions which improve patient outcomes and lower healthcare costs through the rapid diagnosis of serious infections. Microbiology laboratories are in need of new tools to address what the U.S. Centers for Disease Control and Prevention (“CDC”) calls one of the most serious healthcare threats of our time, antibiotic resistance. A significant contributor to the rise of resistance is the overuse and misuse of antibiotics, which is exacerbated by a lack of timely diagnostic results. The delay of these results is often due to the reliance of microbiology laboratories on traditional culture-based tests that often take two to three days to complete. Our technology platform is built to address these challenges by delivering significantly faster and accurate testing of infectious pathogens in various patient sample types. | |
Basis of Presentation | |
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”), regarding annual financial reporting. | |
All amounts are rounded to the nearest thousand dollars unless otherwise indicated. | |
Principles of Consolidation | |
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of intercompany transactions and balances. There were no intercompany transactions for the years ending December 31, 2014 and 2013. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||
Dec. 31, 2014 | |||
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 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 as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||
Concentration of Credit Risk | |||
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, short-term investments and accounts receivable, including receivables from major customers. | |||
The Company periodically maintains cash balances at a commercial bank in excess of the Federal Deposit Insurance Corporation insurance limit of $250,000. At December 31, 2014 and December 31, 2013, the Company’s uninsured cash balance was approximately $53.6 million and $30.1 million, respectively. | |||
The Company grants credit to domestic and international clients in various industries. Exposure to losses on accounts receivable is principally dependent on each client's financial position. At December 31, 2014, 98% of the outstanding receivable balance was with Denver Health and the Department of Defense related to the Defense Medical Research and Development Program. See Note 6, License Agreements and Grants for more information. | |||
Estimated Fair Value of Financial Instruments | |||
The Company follows ASC Topic 820, Fair Value Measurements and Disclosures which has defined fair value and requires the Company to establish a framework for measuring fair value and disclose fair value measurements. The framework requires the valuation of assets and liabilities subject to fair value measurements using a three tiered approach and fair value measurement be classified and disclosed in one of the following three categories: | |||
· | Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | ||
· | Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; | ||
· | Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity). | ||
The carrying amounts of financial instruments such as cash and cash equivalents, trade accounts receivable, prepaid expenses, accounts payable, accrued liabilities, and other current liabilities approximate the related fair values due to the short-term maturities of these instruments. | |||
See Note 3, Fair Value of Financial Instruments for further information and related disclosures regarding the Company’s fair value measurements. | |||
Cash and Cash Equivalents | |||
All highly liquid investments with an original maturity of three months or less at time of purchase are considered to be cash equivalents. Cash and cash equivalents include overnight repurchase agreement accounts. As part of our cash management process, excess operating cash is invested in overnight repurchase agreements with our bank. Repurchase agreements are not deposits and are not insured by the U.S. Government, the FDIC or any other government agency and involve investment risk including possible loss of principal. We believe however, that the market risk arising from holding these financial instruments is minimal. | |||
Investments | |||
The Company invests excess funds in various short-term and long-term investments which are primarily held in the custody of a major financial institution. Investments consist of debt securities in U.S. government-sponsored entities, corporate debt securities and commercial paper. Management classifies its investments as available-for-sale investments and records these investments in the Balance Sheets at fair value. Unrealized gains or losses for available-for-sale securities are included in accumulated other comprehensive income or loss, a component of stockholders’ equity. The Company classifies its investments as current based on the nature of the investments and their availability for use in current operations. | |||
The Company assesses whether an other-than-temporary impairment loss has occurred due to declines in fair value or other market conditions when an investment’s fair value remains less than its cost for more than twelve months. This assessment includes a determination of whether the investment is expected to recover in value and whether the Company as the intent and ability to hold the investment until the anticipated recovery in value occurs. When an investment is identified as having an other-than-temporary impairment loss, we adjust the cost basis of the investment down to fair value resulting in a realized loss. The new cost basis is not changed for subsequent recoveries in fair value and future increases or decreases in fair value are included in other comprehensive income. | |||
Property and Equipment | |||
Property and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred and expenditures for major improvements are capitalized. Gains and losses from retirement or replacement are included in costs and expenses. Depreciation of property and equipment is computed using the straight-line method over the estimated useful life of the assets, ranging from one to seven years. Leasehold improvements are depreciated over the remaining life of the lease or the life of the asset, whichever is less. See Note 5, Property and Equipment below. | |||
Long-lived Assets | |||
Long-lived assets and certain identifiable intangibles to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company continuously evaluates the recoverability of its long-lived assets based on estimated future cash flows from and the estimated fair value of such long-lived assets, and provides for impairment if such undiscounted cash flows or the estimated fair value are insufficient to recover the carrying amount of the long-lived asset. | |||
Inventory | |||
The Company produces inventory prior to U.S. Food and Drug Administration (“FDA”) or other regulatory agency approval. We do not believe probable future economic benefit can be asserted prior to the completion of 510(k) clearance or other non-U.S. regulatory body equivalent. Accordingly, the Company does not capitalize pre-launch inventory prior to the receipt of 510(k) clearance, unless regulatory approval has been achieved in other jurisdictions, or the regulatory review process has progressed to a point that the Company has objective and persuasive evidence that regulatory approval is probable. Inventory is reported as research and development costs on the Statement of Operations and Comprehensive Loss. | |||
Revenue Recognition | |||
The Company recognizes revenue in accordance with ASC 605, “Revenue Recognition,” when persuasive evidence of an arrangement exists, the price is fixed or determinable, collection is reasonably assured and delivery of products has occurred or services have been rendered. | |||
Additional considerations include whether the applicable fee arrangement contains future delivery or performance obligations that should be divided into separate accounting units, whether the arrangement requires the Company to retain risks consistent with a collaborative arrangement, and/or whether any of the fees are contingent on the achievement of future milestones. | |||
The Company recognizes income from royalty and licensing fee agreements based upon information and reports received from licensees and in accordance with the terms of the agreements underlying such arrangements. | |||
Deferred revenue represents amounts received but not yet earned under existing agreements. | |||
Accounts Receivable Allowances | |||
Allowances on accounts receivable are recorded when circumstances indicate collection is doubtful for a particular accounts receivable. Receivables are written off if reasonable collection efforts prove unsuccessful. The Company provides for allowances on a specific account basis. | |||
Leases | |||
The Company accounts for leases in accordance with ASC 840, Leases, which requires leases to be classified as either operating or capital leases. In general, the Company classifies leases as capital leases when there is either a transfer of ownership at the end of the lease term, the lease contains a bargain purchase option, the lease term is seventy-five percent or more of the estimated economic life of the leased property or the minimum lease payments are ninety percent or more of the fair value at lease inception. Other leases are classified as operating leases. | |||
Operating lease rent is recorded as an operating expense monthly. For capital leases, both an asset and liability are recorded at the inception of the lease based on the present value of lease payments. The asset is included with property and equipment on the Balance Sheet and amortization is recorded on a straight-line basis over the term of the lease with the amortization expense included with depreciation on the Statements of Operations and Comprehensive Loss. For the liability, the amount due within the next year is recorded as capital lease obligations and the amount due in more than a year is recorded as long-term capital lease obligation on the Balance Sheet. Interest expense is recorded based on the implicit or explicit interest rate used in the lease and is included as non-operating interest expense on the Statements of Operations and Comprehensive Loss. | |||
Income Taxes | |||
Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the accompanying balance sheets. The change in deferred tax assets and liabilities for the period represents the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws in deferred tax assets and liabilities are reflected as an adjustment to the tax provision or benefit in the period of enactment. | |||
The Company follows the provisions of ASC 740, Income Taxes, to account for any uncertainty in income taxes with respect to the accounting for all tax positions taken (or expected to be taken) on any income tax return. This guidance applies to all open tax periods in all tax jurisdictions in which the Company is required to file an income tax return. Under U.S. GAAP, in order to recognize an uncertain tax benefit the taxpayer must be more likely than not of sustaining the position, and the measurement of the benefit is calculated as the largest amount that is more than 50% likely to be realized upon resolution of the benefit. Interest and penalties, if any, would be recorded as tax expense in general and administrative expenses. | |||
Earnings Per Share | |||
The Company follows ASC 260, Earnings Per Share, which requires companies to present basic earnings per share and diluted earnings per share. Basic earnings (loss) per share includes no dilution and is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share are computed similarly to basic earnings (loss) per share except the denominator includes additional common shares that would have been outstanding if warrants and share-based payments had been issued. Diluted earnings are not presented when the effect of adding such additional common shares is antidilutive. | |||
Earnings per share are restated when certain transactions or events, including rights offerings determined to have bonus elements have occurred. | |||
See Note 10, Earnings per Share for more information. | |||
Equity-Based Compensation | |||
The Company awards stock options and other equity-based instruments to its employees, directors and consultants. Compensation cost related to equity-based awards is based on the fair value of the instrument on the grant date, and is recognized over the requisite service period on a straight-line basis over the vesting period for each tranche (an accelerated attribution method). For unvested consultant grants, the assumptions are updated at the end of each reporting period until the grant is vested. The Company estimates the fair value of stock option awards, including modifications of stock option awards, using the Black-Scholes option pricing model. This model derives the fair value of stock options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate and dividend yield. | |||
· | Volatility: The expected volatility is based on the historical volatility of the Company's stock price over the most recent period commensurate with the expected term of the stock option award. | ||
· | Option life: The estimated expected option life for employee awards is based on the calculation published by the SEC in SAB110 for use when there is not a sufficient history of employee exercise patterns. For consultant awards, the estimated expected option life is the same as the life of the award. | ||
· | Risk-free interest rate: The risk-free interest rate is based on published U.S. Treasury rates for a term commensurate with the expected option life. | ||
· | Dividend yield: The dividend yield is estimated as zero as the Company has not paid dividends in the past and does not have any plans to pay any dividends in the future. | ||
The Company estimates the forfeiture rate of unvested awards based on the forfeitures in the previous twelve-month period. The rate is calculated separately for awards to the board of directors/executives and all other awards. | |||
See Note 11, Employee and Consultant Equity-Based Compensation for further information. | |||
Comprehensive Income (loss) | |||
The Company follows ASC 220, Reporting Comprehensive Income, which establishes standards for reporting and displaying comprehensive income (loss) and its components (revenues, expenses, gains and losses) in a full set of general-purpose financial statements. The Company holds investments classified as available-for-sale securities and records the change in fair market value as a component of comprehensive income (loss). | |||
Recently Issued Accounting Pronouncements | |||
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements – Going Concern. The new standard required management of public and private companies to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. We do not expect the adoption of the ASU to have a significant impact on our consolidated financial statements. | |||
In May 2014, the FASB issued ASU 2014-09 Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. We are carefully evaluating our existing revenue recognition practices to determine whether any contracts in the scope of the guidance will be affected by the new requirements. The effects may include identifying performance obligations in existing arrangements, determining the transaction price and allocating the transaction price to each separate performance obligation. We will also establish practices to determine when a performance obligation has been satisfied, and recognize revenue in accordance with the new requirements. The new standard is effective for us on January 1, 2017. Early adoption is not permitted. The standard allows for either “full retrospective” adoption, meaning the standard is applied to all of the periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements. We are currently evaluating the transition method that will be elected. | |||
In December 2013, the FASB issued ASU No. 2013-12, Definition of a Public Business Entity. The purpose of this standard is to clarify which nonpublic entities potentially qualify for alternative financial accounting and reporting guidance by defining “public business entity” for future use in U.S. GAAP. Currently, FASB Accounting Standards Codification (“ASC”) includes multiple definitions of “public entity”. This standard provides a single definition of “public business entity” for use in future financial accounting and reporting guidance but does not affect existing requirements. There is no effective date for this standard but the definition will start to be used in ASU’s as FASB feels is appropriate. The standard defines “public business entity” as a business entity that meets any one of a number of criteria, one of which is the requirement to file financial statements with the SEC. We have reviewed the definition and have determined that we will be defined as a “public business entity” and there will be no impact on the Company’s financial position, results of operations or cash flows. | |||
In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit (UTB) When a Net Operating Loss (NOL) Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which requires a reporting entity to present an unrecognized tax benefit as a liability in the financial statements separate from deferred tax assets if a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available as of the reporting date to settle taxes that would result from the disallowance of the tax position or if a reporting entity does not intend to use the deferred tax asset for such purpose. The amendments in ASU 2013-11 are effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2013. The adoption of ASU 2013-11 did not have a material impact on our financial position, results of operations or cash flows. | |||
In March 2013, the FASB issued ASU 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date, which provides guidance on the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. The update requires an entity to measure obligations resulting from joint and several liability obligations for which the total amount of the obligation within the scope of the update is fixed at the reporting date, as the sum of the amount the reporting entity agreed to pay on the basis of its arrangements among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in ASU 2013-04 are effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2013 and must be applied retrospectively. The adoption of ASU 2013-04 in the first quarter of 2014 did not have a material impact on our financial position, results of operations or cash flows. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Fair Value of Financial Instruments | NOTE 3. FAIR VALUE OF FINANCIAL INSTRUMENTS | ||||||||||||||||
The following tables represent the financial instruments measured at fair value on a recurring basis on the financial statements of the Company and the valuation approach applied to each class of financial instruments at December 31, 2014 and 2013 (see Note 2, Summary of Significant Accounting Policies for further information): | |||||||||||||||||
31-Dec-14 | |||||||||||||||||
(in thousands) | |||||||||||||||||
Quoted Prices | Significant | Total | |||||||||||||||
in Active | Unobservable | ||||||||||||||||
Markets for | Significant | Inputs | |||||||||||||||
Identical | Other | (Level 3) | |||||||||||||||
Assets | Observable Inputs | ||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
Money market funds (cash equivalents) | $ | 13,127 | $ | — | $ | — | $ | 13,127 | |||||||||
Corporate notes and bonds | — | 12,974 | — | 12,974 | |||||||||||||
Asset-backed securities | — | 141 | — | 141 | |||||||||||||
Total assets measured at fair value | $ | 13,127 | 13,115 | $ | — | $ | 26,242 | ||||||||||
31-Dec-13 | |||||||||||||||||
(in thousands) | |||||||||||||||||
Quoted Prices | Significant Other Observable Inputs | Significant Unobservable Inputs | Total | ||||||||||||||
in Active | (Level 2) | (Level 3) | |||||||||||||||
Markets for | |||||||||||||||||
Identical | |||||||||||||||||
Assets | |||||||||||||||||
(Level 1) | |||||||||||||||||
Assets: | |||||||||||||||||
Money market funds (cash equivalents) | $ | 27,096 | $ | — | $ | — | $ | 27,096 | |||||||||
Corporate notes and bonds | — | 11,460 | — | 11,460 | |||||||||||||
Asset-backed securities | — | 500 | — | 500 | |||||||||||||
Total assets measured at fair value | $ | 27,096 | $ | 11,960 | $ | — | $ | 39,056 | |||||||||
Level 1 assets are priced using quoted prices in active markets for identical assets which include cash accounts and money market funds as these specific assets are liquid. | |||||||||||||||||
Level 2 available-for-sale securities are priced using quoted market prices for similar instruments or nonbinding market prices that are corroborated by observable market data. The Company uses inputs such as actual trade data, benchmark yields, broker/dealer quotes, and other similar data, which are obtained from quoted market prices, independent pricing vendors, or other sources, to determine the ultimate fair value of these assets and liabilities. The Company uses such pricing data as the primary input to make its assessments and determinations as to the ultimate valuation of its investment portfolio and has not made, during the periods presented, any material adjustments to such inputs. There were no transfers between levels during the year ended December 31, 2014. |
Investments
Investments | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Investments, All Other Investments [Abstract] | |||||||||||||||||
Investments | NOTE 4. INVESTMENTS | ||||||||||||||||
The following tables summarize the Company’s available-for-sale investments at December 31, 2014 and 2013 (in thousands): | |||||||||||||||||
AVAILABLE-FOR-SALE INVESTMENTS | |||||||||||||||||
31-Dec-14 | |||||||||||||||||
(in thousands) | |||||||||||||||||
Amortized | Gross | Gross | Fair Value | ||||||||||||||
Cost | Unrealized | Unrealized | |||||||||||||||
Gains | Losses | ||||||||||||||||
Asset-backed securities | $ | 141 | $ | — | $ | — | $ | 141 | |||||||||
Corporate notes and bonds | 12,967 | 10 | (3 | ) | 12,974 | ||||||||||||
Total | $ | 13,108 | $ | 10 | $ | (3 | ) | $ | 13,115 | ||||||||
AVAILABLE-FOR-SALE INVESTMENTS | |||||||||||||||||
31-Dec-13 | |||||||||||||||||
(in thousands) | |||||||||||||||||
Amortized Cost | Gross | Gross | Fair Value | ||||||||||||||
Unrealized | Unrealized | ||||||||||||||||
Gains | Losses | ||||||||||||||||
Asset-backed securities | $ | 500 | $ | — | $ | — | $ | 500 | |||||||||
Corporate notes and bonds | 11,438 | 23 | (1 | ) | 11,460 | ||||||||||||
Total | $ | 11,938 | $ | 23 | $ | (1 | ) | $ | 11,960 | ||||||||
The following table summarizes the maturities of the Company’s available-for-sale securities at December 31, 2014 and 2013 (in thousands): | |||||||||||||||||
AVAILABLE-FOR-SALE INVESTMENT MATURITIES | |||||||||||||||||
(in thousands) | |||||||||||||||||
At December 31, 2014 | At December 31, 2013 | ||||||||||||||||
Amortized | Fair Value | Amortized | Fair Value | ||||||||||||||
Cost | Cost | ||||||||||||||||
Due in less than 1 year | $ | 10,586 | $ | 10,585 | $ | 4,999 | $ | 5,002 | |||||||||
Due in 1-3 years | 2,522 | 2,530 | 6,939 | 6,958 | |||||||||||||
Total | $ | 13,108 | $ | 13,115 | $ | 11,938 | $ | 11,960 | |||||||||
For the year ended December 31, 2014, $861,000 in proceeds from sales of marketable securities (including principle paydowns) were collected while no proceeds were received for the year ended December 31, 2013. The Company determines gains and losses of marketable securities based on specific identification of the securities sold. There were no gross realized gains and losses from sales of marketable securities for the years ended December 31, 2013 and 2014. | |||||||||||||||||
No other-than-temporary impairments are recorded as no investments had a fair value that remained less than its cost for more than twelve months as of December 31, 2014 and 2013. The Company does not intend to sell investments and it is more likely than not that we will not be required to sell investments before recovering the amortized cost. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment | NOTE 5. PROPERTY AND EQUIPMENT | ||||||||
Property and equipment are recorded at cost and consisted of the following at December 31, 2014 and 2013 (in thousands). | |||||||||
PROPERTY AND EQUIPMENT | |||||||||
(in thousands) | |||||||||
12/31/14 | 12/31/13 | ||||||||
Computer equipment | $ | 1,020 | $ | 567 | |||||
Laboratory and scientific equipment | 1,435 | 791 | |||||||
Furniture and fixtures | 212 | 37 | |||||||
Leasehold improvements | 630 | 279 | |||||||
Manufacturing equipment | 190 | — | |||||||
Capital lease – leasehold improvements | 266 | — | |||||||
Capital projects in progress | 227 | — | |||||||
Total property and equipment | $ | 3,980 | $ | 1,674 | |||||
Accumulated amortization – capital lease | (133 | ) | — | ||||||
Accumulated depreciation - other | (1,311 | ) | (627 | ) | |||||
Net property and equipment | $ | 2,536 | $ | 1,047 | |||||
Depreciation expense (which includes amortization of capital lease assets) for the for the years ended December 31, 2014 and 2013, five months ended December 31, 2012 and 2011, and twelve months ended July 31, 2012 was $817,000, $286,000, $5,000, $1,000, and $2,000, respectively. |
License_Agreements_and_Grants
License Agreements and Grants | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
License Agreements and Grants | NOTE 6. LICENSE AGREEMENTS AND GRANTS | ||
Schott Janaer Glas GmbH | |||
The Company signed a licensing agreement for microarraying slides using OptiChem coatings with Schott Jenaer Glas GmbH (“SCHOTT”) in November 2004. Since this time, SCHOTT and the Company have extended this license. In August 2011, SCHOTT renewed and expanded its licenses for OptiChem microarray slide products, designated as Schott Nexterion Slide H and Slide HS. The terms remain substantially the same as in previous agreements, with the expansion to include microarray slide products intended for use in medical diagnostic devices. | |||
The August 2011, agreement extended the non-exclusive license through November 2014. SCHOTT paid the Company $150,000 comprised of a one-time license fee ($50,000) and non-refundable prepaid royalties ($100,000). Royalties consist of 5% of SCHOTT’s net product sales. The prepaid royalty was recognized as deferred revenue, and was recognized as SCHOTT’s net product sales were reported to the Company. Upon expiration of the amendment in 2014, the remaining royalty fees totaling $60,000 were recognized as revenue. | |||
In November 2014 the agreement was amended and extended with an expiration date that coincides with the expiration of the underlying patents. The terms remain substantially the same with royalties continuing to be 5% of SCHOTT’s net product sales. SCHOTT is not required to pay a one-time license fee or non-refundable prepaid royalty as part of the new agreement. Revenue will be recognized as SCHOTT’s net product sales are reported to the Company. | |||
NanoString Technologies | |||
In October 2007, the Company entered into an exclusive seven-year license with NanoString Technologies, Inc. (“NanoString”). The license grants NanoString the right to apply OptiChem coatings to NanoString’s proprietary molecular detection products. | |||
Nanosphere, Inc. | |||
In July 2010, the Company entered into a non-exclusive license to Nanosphere, Inc. (“Nanosphere”). The license grants to Nanosphere the right to apply OptiChem coatings to Nanosphere’s proprietary analytical products. The products may also include FDA-regulated diagnostics devices. Pursuant to the license agreement, Nanosphere paid the Company a non-refundable first-year fee of $150,000 plus a $15,000 technology transfer fee. On each anniversary of the agreement date, the license called for Nanosphere to pay to the Company the amounts of $350,000 in 2011; $600,000 in 2012, and $750,000 in 2013 in order to complete the payments for rights under the remaining patent life. The final installment of this arrangement for $750,000 was received in full in July 2013. All of the amounts due from Nanosphere were recognized as revenue during the fiscal year ended July 31, 2010. | |||
Defense Medical Research and Development Program | |||
In May 2012, the Company and Denver Health were notified that the Defense Medical Research and Development Program (“DMRDP”) recommended $2.0 million of funding for a proposed 35-month project of which the Company estimates it will receive direct monies for internal research and development of $650,000. The joint proposal became the sole recipient under the Military Infectious Diseases Applied Research Award program for rapid detection of serious antibiotic-resistant infections. The project will apply the Accelerate ID/AST system to wound infections and other serious infections secondary to trauma. The Company has invoiced a cumulative total of $379,000 under this grant which is recorded as an offset to research and development expenses. The amount invoiced for the years ended December 31, 2014 and 2013, five months ended December 31, 2012 and 2011, and twelve months ended July 31, 2012 amounting to $221,000, $143,000, $15,000, $0, and $0, respectively. | |||
Arizona Commerce Authority | |||
In August 2012, the Company entered into a Grant Agreement (the “Grant Agreement”) with the Arizona Commerce Authority, an agency of the State of Arizona (the “Authority”), pursuant to which the Authority provided certain state and county sponsored incentives for the Company to relocate its corporate headquarters to, and expand its business within, the State of Arizona (the “Project”). Pursuant to the Grant Agreement, the Authority agreed to provide a total grant in the amount of $1,000,000 (the “Grant”) for the use by the Company in the advancement of the Project. The Grant is payable out of an escrow account in four installments, upon the achievement of the following milestones: | |||
· | Milestone 1 – Relocation of Company’s operations and corporate headquarters to Arizona and creation of 15 Qualified Jobs (as defined below). | ||
· | Milestone 2 – Creation of 30 Qualified Jobs (including Qualified Jobs under Milestone 1). | ||
· | Milestone 3 – Creation of 40 Qualified Jobs (including Qualified Jobs under Milestones 1 and 2). | ||
· | Milestone 4 – Creation of 65 Qualified Jobs (including Qualified Jobs under Milestones 1, 2 and 3) and capital investment of at least $4,520,000. | ||
For purposes of the Grant Agreement, a “Qualified Job” is a job that is permanent, full-time, new to Arizona, and for which the Company pays average (across all Qualified Jobs identified by the Company in its discretion) annual wages of at least $63,000 and offers health insurance benefits and pays at least 65% of the premiums associated with such benefits. The amount of each installment payment will be determined in accordance with a formula specified in the Grant Agreement. The Grant Agreement also contains other customary provisions, including representations, warranties and covenants of both parties. As of December 31, 2014, the Company has collected all of the $1,000,000 in milestones. The full amount is recorded in long-term deferred income until the economic development provisions of the grant have been satisfied in full, as there are “claw-back” provisions which would require repayment of certain amounts received if employment levels are not sustained during the term of the arrangement. Once the “claw-back” provisions expire in January 2018, we will recognize the grant as other non-operating income. Further details are included in Note 7, Deferred Revenue and Income. |
Deferred_Revenue_and_Income
Deferred Revenue and Income | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Deferred Revenue and Income | NOTE 7. DEFERRED REVENUE AND INCOME | ||||||||
Deferred revenue consists of amounts received for products or services not yet delivered or earned. Deferred income consists of amounts received for commitments not yet fulfilled. If we anticipate that the revenue or income will not be earned within the following twelve months, the amount is reported as long-term deferred income. A summary of the balances as of December 31, 2014 and 2013 follows (in thousands): | |||||||||
Deferred Revenue and Income | |||||||||
(in thousands) | |||||||||
12/31/14 | 12/31/13 | ||||||||
Prepaid royalties | $ | 0 | $ | 69 | |||||
Fisher agreement | 13 | 13 | |||||||
Total current deferred revenue and income | $ | 13 | $ | 82 | |||||
Arizona Commerce Authority grant | $ | 1,000 | $ | 750 | |||||
Fisher agreement | 14 | 27 | |||||||
Total long-term deferred income | $ | 1,014 | $ | 777 | |||||
Deferred revenue recognized was approximately $69,000, $10,000, $7,000, $5,000, and $24,000 during the years ended December 31, 2014 and 2013, five-month periods ended December 31, 2012 and 2011, and the fiscal year ended July 31, 2012, respectively. Deferred revenue consists of prepaid royalty fees from Nanostring and SCHOTT. During the year ended July 31, 2012 an additional $100,000 was received from SCHOTT as prepaid royalties of which $69,000, $4,000, $7,000, $0, and $20,000 was recognized during the years ended December 31, 2014 and 2013, five-month period ended December 31, 2012 and 2011, and the fiscal year ended July 31, 2012, respectively and are reflected as licensing and royalty revenues. Further information regarding the SCHOTT agreement is included in Note 6, License Agreements and Grants. | |||||||||
Deferred income includes a $40,000 payment received from Fisher Scientific in July 2013, of which $13,000 has been recognized as an offset against research and development expenses in the year ended December 31, 2014. We anticipate earning $13,000 of the remaining amount in the next twelve months and the final $14,000 in future years. | |||||||||
Through December 31, 2014, $1,000,000 in milestone payments from the Arizona Commerce Authority were received of which none has been recognized in income and we do not anticipate earning any of it in the next fiscal year. Further details regarding the Arizona Commerce Authority agreement are included in Note 6, License Agreements and Grants. |
Stock_Purchase
Stock Purchase | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Stock Purchase | NOTE 8. STOCK PURCHASE | ||
In April 2012, we entered into a Securities Purchase Agreement with Abeja Ventures, LLC (“Abeja”), pursuant to which the Company agreed to sell and issue to Abeja at a purchase price of $1.03 per share for an aggregate purchase price of $14,420,000; (i) 14,000,000 shares of the Company’s common stock (“Common Stock”); (ii) a warrant to purchase 7,000,000 shares of Common Stock at an exercise price of $1.03 per share (the “$1.03 Warrant”); and (iii) another warrant to purchase 7,000,000 shares of Common Stock at an exercise price of $2.00 per share (the “$2.00 Warrant”), with each warrant exercisable prior to the fifth anniversary of the closing of the transactions contemplated by the Securities Purchase Agreement (collectively, the “Investment”). The purchase of Common Stock and warrants pursuant to the Investment, which was consummated in June, 2012, qualified for equity treatment under U.S. GAAP. The respective values of the warrants and Common Stock were calculated using their relative fair values and both are classified under Contributed Capital. The value therefore recorded for the warrants was $5,896,000 and for the Common Stock was $8,524,000. | |||
Both warrants were exercisable until June 26, 2017, which was the fifth anniversary of the date on which the warrants were issued. Other significant terms and conditions of the warrants are as follows: | |||
· | the warrants provide for partial exercises, but they do not provide for a “cashless” exercise feature (i.e., they may only be exercised for cash); | ||
· | the warrants do not contain anti-dilution provisions that would trigger exercise price or other adjustments as a result of subsequent issuances of the Company’s equity securities, but they do contain customary provisions for equitable adjustments in connection with stock dividends, stock splits or reclassifications of Common Stock; | ||
· | following certain types of fundamental transactions involving the Company (e.g., a transaction resulting in a change in control of the Company), the holder of the warrants would continue to be entitled to exercise the warrants in exchange for the equity securities or alternate consideration receivable by a holder of Common Stock as a result of the fundamental transaction; and | ||
· | the holder of the warrants is entitled to certain demand and piggy-back registration rights, including for shelf registrations, with respect to the shares of Common Stock issuable upon its exercise of the warrants. | ||
In March 2013, Abeja exercised in full its warrant to purchase 7,000,000 shares of Common Stock at an exercise price of $1.03 per share. On the same date, Abeja also exercised the 92% of its warrant to purchase an additional 7,000,000 shares of Common Stock at an exercise price of $2.00 per share (Abeja exercised such warrant for 6,428,840 shares, leaving 571,160 shares unexercised). The Company received aggregate funds of $20,068,000 in connection with such exercises. Shares issued by the Company in connection with the warrant exercises were issued directly to the members of Abeja on a pro rata basis in accordance with their membership interests and written exercise instructions provided to the Company by Abeja. Immediately after giving effect to the warrant exercises, Abeja also distributed in kind to its members (on a pro rata basis in accordance with their membership interests) the remaining shares of Common Stock held by that entity. |
Rights_Offering
Rights Offering | 12 Months Ended |
Dec. 31, 2014 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Rights Offering | NOTE 9. RIGHTS OFFERING |
April 2014 Offering | |
On April 7, 2014, the Company commenced a rights offering to raise $45.0 million to fund continued operations, clinical trials, and product commercialization efforts. Under the terms of the rights offering, the Company distributed, at no charge to the holders of its Common Stock as of 5:00 p.m., New York City time, on March 14, 2014, which was established as the record date for the rights offering, 0.063921 non-transferable subscription rights for each share of Common Stock owned on the record date. Each whole subscription right allowed the holder to subscribe to purchase one share of Common Stock at a subscription price of $16.80 per share which was lower than the market price of $17.64 per share on the date of the rights offering commencement and the $17.54 per share on the date the rights offering period expired. In the aggregate, the Company intended to issue 2,678,571 shares of Common Stock in connection with the rights offering. The purpose of the rights offering was to raise equity capital in a cost-effective manner that gives all of the Company’s existing stockholders the opportunity to participate on a pro rata basis. | |
In connection with the rights offering, the Company received standby commitments from the Jack W. Schuler Living Trust and the Schuler Family Foundation. The standby purchasers agreed to purchase any and all shares of Common Stock that were not subscribed for by stockholders in connection with the rights offering. On May 1, 2014, the Company entered into an Assignment and Assumption Agreement with the standby purchasers, Oracle Institutional Partners, L.P. and Oracle Partners, L.P., pursuant to which each standby purchaser assigned and transferred its respective rights, responsibilities, liabilities and obligations under the Standby Purchase Agreement to purchase 297,619 shares of Common Stock not subscribed for by the Company’s stockholders in connection with the rights offering to (i) Oracle Institutional Partners, L.P., with respect to 119,047 shares of such Common Stock, and (ii) Oracle Partners, L.P., with respect to the remaining 178,572 shares of such Common Stock. | |
The rights offering period expired at 5:00 p.m., New York City time, on April 28, 2014, and the transactions contemplated by the rights offering and the Standby Purchase Agreement described above (including the Company’s issuance of an aggregate of 2,678,571 shares of its Common Stock to the rights offering participants and standby purchasers) were completed on May 19, 2014. The Company received gross proceeds of $45,000,000 before costs associated with the transactions which totaled $125,000 and are treated as a reduction of contributed capital in the Stockholders’ Equity section of the Balance Sheets. | |
Because the exercise price of the rights offering of $16.80 was less than the fair value of the Company’s shares of Common Stock at the expiration of the offering, there is a bonus element that is treated similar to a stock dividend. The weighted average shares outstanding, as well as the basic and diluted loss per share for the year ended December 2013, five-month periods ended December 31, 2012 and 2011, and fiscal year ended July 31, 2012 have been revised for those effects. | |
July 2013 Offering | |
On July 12, 2013, the Company publicly announced the final terms of a rights offering. Rights offering materials were subsequently distributed to the Company’s stockholders on July 18, 2013, at which time the rights offering period commenced. Pursuant to the terms of the rights offering, the Company distributed, at no charge to the holders of its Common Stock as of 5:00 p.m., New York City time, on July 8, 2013, which was established as the record date for the rights offering, 0.064038 non-transferable subscription rights for each share of Common Stock owned on the record date. Each whole subscription right allowed the holder to subscribe to purchase one share of Common Stock at a subscription price of $8.04 per share. In addition, any holder of subscription rights exercising his, her or its basic subscription privilege in full was eligible to subscribe to purchase additional shares of Common Stock at the same subscription price per share, subject to the conditions and limitations described further in the prospectus. | |
In connection with the rights offering, the Company received a standby commitment from Abeja to purchase, at $8.04 per share, any and all shares of Common Stock that were not subscribed for by stockholders in connection with the rights offering. | |
The rights offering period expired at 5:00 p.m., New York City time, on August 7, 2013, and the transactions contemplated by the rights offering and the Standby Purchase Agreement described above (including the Company’s issuance of an aggregate of 2,487,562 shares of its Common Stock to the rights offering participants and standby purchaser) were completed on August 8, 2013. The Company received gross proceeds of $20,000,000 before costs associated with the transactions, which totaled $88,000 and are treated as a reduction of contributed capital in the Stockholders’ Equity section of the Balance Sheets. |
Earnings_Per_Shrare
Earnings Per Shrare | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Earnings Per Shrare | NOTE 10. EARNINGS PER SHARE |
The financial statements show basic earnings (loss) per share. | |
The Company’s net loss for the periods presented caused the inclusion of all outstanding warrants and options to purchase our Common Stock to be antidilutive. As of December 31, 2014 and December 31, 2013, there were Common Stock options and warrants exercisable for 6,174,886 (571,160 warrants and 5,603,726 options) and 5,731,246 (571,160 warrants and 5,160,086 options) shares of Common Stock, respectively, which were not included in diluted loss per share as the effect was antidilutive. | |
Weighted average shares outstanding for the year ended December 2013, five-month periods ended December 31, 2012 and 2011, and fiscal year ended July 31, 2012 have been revised for the effects of the rights offering (See Note 9, Rights Offering). |
Employee_and_Consultant_Equity
Employee and Consultant Equity-Based Compensation | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||
Employee and Consultant Equity-Based Compensation | NOTE 11. EMPLOYEE and CONSULTANT EQUITY-BASED COMPENSATION | ||||||||||||||||||||
The Company has four equity-based compensation plans, which are discussed below: | |||||||||||||||||||||
Qualified Stock Option Plan | |||||||||||||||||||||
The Qualified Stock Option Plan (the “Qualified Plan”) was a stockholder-approved plan that provided for stock option grants to employees, including executive officers. The exercise price of each option, which has a maximum ten-year life, was established by the Company's Compensation Committee on the date of grant. | |||||||||||||||||||||
As of December 31, 2014, there were 527,500 options exercised under the Qualified Plan and none that remain outstanding. The Qualified Plan has been replaced by the 2012 Omnibus Equity Incentive Plan, so no further options are available for grant. | |||||||||||||||||||||
Non-Qualified Stock Option Plan | |||||||||||||||||||||
The Non-Qualified Stock Option Plan (the “Non-Qualified Plan”) was a stockholder-approved plan that provided for stock option grants to independent contractors, technical advisors and directors of the Company. The exercise price of each option, which has a maximum ten-year life, was established by the Company's Compensation Committee on the date of grant. | |||||||||||||||||||||
As of December 31, 2014, there were 245,000 options exercised under the Non-Qualified Plan and 10,000 that remain outstanding. The Non-Qualified Plan has been replaced by the 2012 Omnibus Equity Incentive Plan, so no further options are available for grant. | |||||||||||||||||||||
2004 Omnibus Stock Option Plan | |||||||||||||||||||||
In December 2004, the Company’s stockholders approved the Omnibus Stock Option Plan and reserved 500,000 shares of its authorized but unissued Common Stock for stock options to be granted to employees, independent contractors, technical advisors and directors of the Company. The authorized shares in this plan were increased by 5,000,000 shares to an aggregate amount of 5,500,000 upon stockholder approval during the fiscal year ended July 31, 2012. | |||||||||||||||||||||
As of December 31, 2014, there were 371,737 options exercised under the 2004 Omnibus Stock Option Plan and 3,568,263 that remain outstanding. The 2004 Omnibus Stock Option Plan has been replaced by the 2012 Omnibus Equity Incentive Plan, so no further options are available for grant. | |||||||||||||||||||||
2012 Omnibus Equity Incentive Plan | |||||||||||||||||||||
In December 2012, the Company’s stockholders approved the Company’s 2012 Omnibus Equity Incentive Plan to replace the Qualified Stock Option Plan, Non-Qualified Stock Option Plan and 2004 Omnibus Stock Option Plan (“Prior Plans”). The Prior Plans remain in effect until all awards granted under those plans have been exercised, forfeited, canceled, expired or otherwise terminated. | |||||||||||||||||||||
In connection with the approval of such plan, all stock options, totaling 1,677,500 formerly available for new awards under the Prior Plans were transferred to the 2012 Omnibus Equity Incentive Plan. | |||||||||||||||||||||
At the Company’s 2014 Annual Meeting of Stockholders held in May 2014, stockholders approved an amendment to the Company’s 2012 Omnibus Equity Incentive Plan increasing the number of stock options of Common Stock reserved and available for grant by 4,000,000 to 5,677,500 shares. | |||||||||||||||||||||
Stock options granted under this plan typically vest either (i) one year after grant date, (ii) monthly over a one year period, or (iii) 40% two years after grant date and the remaining 60% monthly over the next three years. The maximum term is ten years. | |||||||||||||||||||||
As of December 31, 2014, there were 3,000 options exercised under the 2012 Omnibus Equity Incentive Plan and 2,025,463 that remain outstanding, leaving 3,649,037 available for grant. | |||||||||||||||||||||
Combined Plans | |||||||||||||||||||||
The following table summarizes option activity under all plans during the years ending December 31, 2014 and December 31, 2013 and shows the exercisable shares as of December 31, 2014: | |||||||||||||||||||||
Stock Option Activity | |||||||||||||||||||||
Number | Weighted Average Exercise Price per Share | ||||||||||||||||||||
of Shares | |||||||||||||||||||||
Options outstanding January 1, 2013 | 4,360,500 | $ | 2.14 | ||||||||||||||||||
Granted | 1,308,086 | 7.56 | |||||||||||||||||||
Forfeited | (58,000 | ) | 6.47 | ||||||||||||||||||
Exercised | (328,000 | ) | 2.54 | ||||||||||||||||||
Expired | (122,500 | ) | 1.78 | ||||||||||||||||||
Options Outstanding December 31, 2013 | 5,160,086 | 3.45 | |||||||||||||||||||
Granted | 769,055 | 16.22 | |||||||||||||||||||
Forfeited | (13,678 | ) | 13.06 | ||||||||||||||||||
Exercised | (311,737 | ) | 2.96 | ||||||||||||||||||
Expired | (0 | ) | — | ||||||||||||||||||
Options Outstanding December 31, 2014 | 5,603,726 | 5.21 | |||||||||||||||||||
Exercisable December 31, 2014 | 2,354,678 | 2.75 | |||||||||||||||||||
The cash received from the exercise of options during the year ending December 31, 2014 was $923,000 and the tax benefit realized was $0 for the same period. Upon exercise, shares are issued from shares authorized and held in reserve. The intrinsic value of options exercised was $3,846,000 and $2,583,000 for the years ending December 31, 2014 and 2013, respectively. No options were exercised for the five-months ending December 31, 2012 and 2011 and fiscal year ending July 31, 2012. | |||||||||||||||||||||
The total fair value of shares vesting during the period was $3,786,000, $600,000, and $89,000 for the years ending December 31, 2014 and 2013, and five-months ending December 31, 2012, respectively. | |||||||||||||||||||||
As discussed in Note 2, Summary of Significant Accounting Policies, the Company accounts for all option grants using the Black-Scholes option pricing model in accordance with ASC 718 for options granted or extended. Note 2 also describes the significant assumptions utilized for estimating the various inputs required this pricing model. The table below summarizes the resulting weighted average inputs used to calculate the estimated fair value of options awarded for during the periods shown below: | |||||||||||||||||||||
Black-Scholes Assumptions for Option Granted | |||||||||||||||||||||
12 months | 12 months | 5 months | 12 months | ||||||||||||||||||
12/31/14 | 12/31/13 | 12/31/12 | 7/31/12 | ||||||||||||||||||
Expected term (in years) | 6.25 | 6.28 | 6.53 | 2.86 | |||||||||||||||||
Volatility | 96 | % | 97 | % | 98 | % | 109 | % | |||||||||||||
Expected dividends | — | — | — | — | |||||||||||||||||
Risk free interest rates | 1.9 | % | 1.5 | % | 1 | % | 0.5 | % | |||||||||||||
Estimated forfeitures | 0.4 | % | 14 | % | 22 | % | 23 | % | |||||||||||||
Weighted average fair value | $ | 12.63 | $ | 6.05 | $ | 2.92 | $ | 0.65 | |||||||||||||
In general, option awards have a requisite service period and unvested options are forfeited upon employee or consultant termination. The Company estimates a forfeiture rate which is applied to outstanding options to determine options expected to be forfeited with the remaining outstanding options being those expected to vest. Further information regarding the forfeiture rate calculation is included in Note 2, Summary of Significant Accounting Policies. The following table shows summary information for outstanding options, options that are exercisable (vested) and outstanding options that are either vested or expected to vest as of December 31, 2014: | |||||||||||||||||||||
Stock Option Supplemental Information | |||||||||||||||||||||
Options | Options | Options Vested and Expected to Vest | |||||||||||||||||||
Outstanding | Exercisable | ||||||||||||||||||||
Number of options | 5,603,726 | 2,354,678 | 5,595,747 | ||||||||||||||||||
Weighted average remaining contractual term (in years) | 7.92 | 7.55 | 7.92 | ||||||||||||||||||
Weighted average exercise price | $ | 5.21 | $ | 2.75 | $ | 5.2 | |||||||||||||||
Weighted average fair value | $ | 4.01 | $ | 1.97 | $ | 4 | |||||||||||||||
Aggregate intrinsic value (in thousands) | $ | 76,494 | $ | 38,056 | $ | 76,423 | |||||||||||||||
The aggregate intrinsic value in the table above represents the total pretax intrinsic value that would have been received by the option holders had all option holders exercised their options on that date. It is calculated as the difference between the Company’s closing stock price of $19.19 on the last trading day of 2014 and the exercise price multiplied by the number of shares for options where the exercise price is below the closing stock price. This amount changes based on the fair market value of the Company’s stock. | |||||||||||||||||||||
The expense and tax benefits recognized on Company’s Statements of Operations and Comprehensive Loss related to options is summarized below (in thousands): | |||||||||||||||||||||
Equity-Based Compensation Expense and Tax Benefit | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
12 months | 12 months | 5 months | 5 months | 12 months | |||||||||||||||||
12/31/14 | 12/31/13 | 12/31/12 | 12/31/11 | 7/31/12 | |||||||||||||||||
(unaudited) | |||||||||||||||||||||
Equity-based compensation expense | $ | 9,624 | $ | 3,828 | $ | 533 | $ | 273 | $ | 782 | |||||||||||
Recognized tax benefit | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
As of December 31, 2014, unrecognized equity-based compensation cost related to unvested stock options was $8,176,000. This is expected to be recognized over the years 2015 through 2019. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | NOTE 12. INCOME TAXES | ||||||||
At December 31, 2014, the provision for income taxes was ($527,000), which resulted in an overall effective tax rate of (1.7%). The tax rate was favorably affected by refundable state income tax credits which were realized in January of 2014. This compares with a tax provision of $0 for the tax year ended December 31, 2013, with an effective tax rate of 0.0% for that year. | |||||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s net deferred income taxes for the years ending December 31, 2014 and 2013, are as follows (in thousands): | |||||||||
Deferred Income Tax Components | |||||||||
(in thousands) | |||||||||
12/31/2014 | 12/31/2013 | ||||||||
Deferred tax assets: | |||||||||
Property & equipment | $ | 77 | $ | 21 | |||||
Intangible assets, definite-lived | 421 | 478 | |||||||
Deferred revenue | 380 | 313 | |||||||
Stock options | 3,644 | 1,319 | |||||||
Inventory | 620 | — | |||||||
Charitable contribution | 13 | 11 | |||||||
General business credit | 885 | 637 | |||||||
Net operating loss carryforward | 15,492 | 8,313 | |||||||
Valuation allowance | (21,532 | ) | (11,092 | ) | |||||
Deferred tax assets | $ | — | $ | — | |||||
As of December 31, 2014, the Company has generated regular tax net operating losses of approximately $49,200,000. The Company’s ability to realize tax benefit from the net operating loss is subject to annual limitation under Internal Revenue Code Section 382. Due to the change in control which occurred as a result of Abeja Ventures, LLC’s investment in the Company on June 26, 2012, the Company estimates that the annual Section 382 limitation on utilization of net operating losses will be $420,000. As such, the Company will never get the benefit of approximately $4,200,000 of the net operating losses generated prior to June 26, 2012. The deferred tax asset has been adjusted to reflect the Section 382 limitation. Section 382 also applies to built-in losses at the time of the transaction. The amounts of any unrealized built-in losses or gains were not calculated at the date of the transaction. The gross net operating losses available for future use are approximately $45,000,000. For federal purposes, net operating losses can be carried forward for up to 20 years. The Company’s net operating losses will begin to expire in 2023. | |||||||||
Additionally, the Company has relocated its headquarters to Arizona. They began filing in Arizona starting with the year ending December 31, 2013. To date, the Company has generated Arizona-source net operating losses of approximately $33,700,000. The Company's Arizona net operating losses will begin to expire in 2033. | |||||||||
The net deferred tax asset valuation allowance is $21,532,000 as of December 31, 2014 compared to $11,092,000 as of December 31, 2013. The prior year deferred taxes and effective tax rate reconciliation have been adjusted to correct for temporary items that were not originally reflected. Offsetting changes in the valuation allowance to reflect the additional deferred tax assets at the value that is more-likely-than-not to be realized resulted in no effect on the Company's balance sheet as of December 31, 2013 or results of operations for the year then ended. The valuation allowance is based on management’s assessment that it is more likely than not that the Company will not have taxable income in the foreseeable future. | |||||||||
The difference between the U.S. federal statutory income tax rate and the Company’s effective tax rate for years ending December 31, 2013 and 2014 is as follows: | |||||||||
Effective Tax Rate | |||||||||
12/31/14 | 12/31/13 | ||||||||
U.S. Federal statutory income tax rate | (34.00 | )% | (34.00 | )% | |||||
State taxes, net of federal tax benefit | (3.20 | ) | (3.80 | ) | |||||
Non-deductible equity and other compensation | 3.7 | 1.2 | |||||||
State income tax credits, net of Federal effects | (1.00 | ) | — | ||||||
Limitation on net operating losses due to §382 | 0.5 | 1 | |||||||
Credit for increased research activities | (0.80 | ) | (3.20 | ) | |||||
Change in valuation allowance | 33.1 | 38.8 | |||||||
(1.70 | )% | 0 | % | ||||||
At December 31, 2014, the Company had uncertain tax positions of $161,000, determined as follows: | |||||||||
Uncertain Tax Positions | |||||||||
(in thousands) | |||||||||
Balance December 31, 2013 | $ | — | |||||||
Increases for prior positions | 78 | ||||||||
Increases for current year positions | 83 | ||||||||
Balance December 31, 2014 | $ | 161 | |||||||
These uncertain positions are not expected to change within the next twelve months. At December 31, 2014, the Company has not recorded any expenses related to these uncertain tax positions. Rather, the item is a reduction of the Company's deferred tax assets. | |||||||||
The Company has incurred federal net operating losses (NOLs) dating to the tax year ended July 31, 2004. As such, all loss carryovers are subject to adjustment under IRS and state examination, depending on the jurisdiction in which they were incurred. |
Commitments
Commitments | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||
Commitments | NOTE 13. COMMITMENTS | ||||||
Leases | |||||||
As of December 31, 2012, the Company was a party to a lease for office and laboratory space located in Denver, Colorado that subsequently expired on February 1, 2013. Total rent expense including common area charges was approximately $0, $11,000, $40,000, $35,000, and $74,000 during the years ended December 31, 2014 and 2013, five-month periods ended December 31, 2012 and 2011, and the fiscal year ended July 31, 2012, respectively. | |||||||
In August 2012, the Company entered into a Lease Agreement (“Lease”) with Pima County, a political subdivision of the State of Arizona (“Landlord”), pursuant to which the Company leased approximately 15,096 square feet of office space located in Tucson, Arizona for a period of three years (the “Initial Term”), which may be extended by the Company for up to three additional one-year periods (each a “Renewal Term”). The Lease also provides that the Company has the option, with six months prior notice to Landlord, to lease either or both of two additional areas with an aggregate size of approximately 7,920 square feet. | |||||||
Pursuant to the Lease, the Company agreed to: (i) pay rent equal to $9.25 per usable square foot per year (approximately $140,000 per year) during the Initial Term and $19.80 per usable square foot per year (approximately $299,000 per year) during any Renewal Term; (ii) relocate its corporate offices to the Tucson area and begin operations within 30 days of the date that the tenant improvements are substantially completed (the “Commencement Date”); and (iii) within 18 months of the Commencement Date, employ at least 30 individuals with a median salary of at least $70,000, which median salary must be maintained throughout the term of the Lease. For any month that the Company fails to satisfy the condition described in clause (iii) of the preceding sentence, the rental rate under the Lease will be increased for that month by a percentage that is twice the percentage by which the Company’s annual payroll has fallen short of the specified goal (subject to a cap equal to $19.80 per usable square foot per year). The Lease also provides that Landlord will pay for tenant improvements (up to a cap of $1,400,000) as well as certain repairs, utilities and insurance. In January 2013, we relocated our headquarters into the above described leased space in Tucson, Arizona and are otherwise in compliance with the lease terms as of December 31, 2014 and 2013, thus no increased rental rates were paid. | |||||||
In October 2013, the Company executed the First Amendment to the Lease with Pima County to exercise its option and to expand its lease premises by 4,551 square feet whereby Pima County provided tenant improvements. After the completion of tenant improvements, the Company occupied this additional space in January 2014. Pursuant to the First Amendment, the Company agreed to (i) pay rent equal to $9.25 per square foot per year (approximately $42,000 per year) and (ii) repay tenant improvements over the remaining lease term. These tenant improvements are treated as a capital lease whereby both an asset and a liability have been recorded and periodic interest based on an annual rate of 4% and depreciation are recorded to amortize the value of this asset and the liability over the remaining lease term. The Company incurred interest cost of $7,000 in the year ended December 31, 2014 and no interest costs in prior years as a result of this capital lease. Further details regarding this capital lease are included in Note 5, Property and Equipment. | |||||||
The future minimum lease payments under the capital lease together with the present value of the net minimum lease payments as of December 31, 2014 are as follows: | |||||||
Capital Lease Obligations | |||||||
(in thousands) | |||||||
Year ending December 31: | |||||||
2015 | $ | 151 | |||||
2016 | 13 | ||||||
2017 | — | ||||||
2018 | — | ||||||
2019 | — | ||||||
Total minimum lease payments | $ | 164 | |||||
Less amount representing interest | (4 | ) | |||||
Present value minimum lease payments | $ | 160 | |||||
In April 2014 and June 2014, the Company entered into a Second Amendment and Third Amendment, respectively, to the Lease with Pima County pursuant to which the Company exercised its option to build-out and occupy 3,594 square feet and an additional 4,163 square feet not contemplated in the Lease for manufacturing and other operational requirements. Pursuant to these Amendments, the Company also agreed to: (i) pay rent equal to $9.25 per usable square foot per year for the 3,594 option space and $17.63 per usable square foot per year for the additional 4,163 square feet during the Initial Term; (ii) pay rent of $19.80 per usable square foot per year for the 3,594 option space and $17.63 per usable square foot per year for the additional 4,163 square feet during any Renewal Term; (iii) restore the 3,594 option space and the 4,163 additional space to a reasonable office typical tenant space at the end of the Lease; and (iv) adhere to all other terms of the Lease. The Company estimates that the costs for restoration at the end of the Lease as described in (ii) of these Amendments are immaterial and, therefore, no accrual has been recorded. As part of these Amendments, the Company was granted first refusal rights to possible future space that might become available. | |||||||
In November 2014, the Company entered into a Fourth Amendment to the Lease with Pima County exercising the first refusal rights for an additional 18,481 square feet of space that became available. Pursuant to this Amendment, the Company agreed to: (i) pay rent equal to $17.63 per usable square foot per year during the Initial Term; (ii) pay rent of $19.80 per square foot per year for any Renewal Term, (iii) restore the 18,481 square foot space to a reasonable office typical tenant space at the end of the Lease (iv) pay utilities of $8,000 per month (v) adhere to all other terms of the Lease. The Company estimates that the costs for restoration at the end of the Lease as described in (iii) of this Amendment is immaterial and, therefore, no accrual has been recorded. | |||||||
Total rent expense for the Tucson facility, including common area charges was $293,000 and $168,000 for the years ended December 31, 2014 and 2013, respectively with no amounts in previous periods. Future minimum lease payments under this agreement are as follows (in thousands): | |||||||
Operating Lease Obligations | |||||||
(in thousands) | |||||||
Year ending December 31: | |||||||
2015 | $ | 633 | |||||
2016 | 60 | ||||||
2017 | — | ||||||
2018 | — | ||||||
2019 | — | ||||||
Thereafter | — | ||||||
Total operating lease obligations | $ | 693 | |||||
Purchase and License Agreements | |||||||
The Company periodically enters into agreements to license patents whereby royalty payments and/or payments are made based on sales. In years ending December 31, 2014 and 2013 there were $50,000 and $0 royalty payments made which are included in research and development expenses. No amounts have been incurred or recorded for payments based on sales. | |||||||
Clinical Trial Agreements | |||||||
The Company has entered into master agreements with clinical trial sites in which we typically pay a set amount for start-up costs and then pay for work performed. No amounts have been incurred for these arrangements through December 31, 2014. | |||||||
Employment Agreement and Consulting Agreement | |||||||
In December, 2007, we entered into an Employment Agreement with Mr. Geimer. The agreement provided for an annual base salary of $165,000 with annual deferred compensation of $75,000 and was to have expired on December 31, 2012. In June, 2012, Thomas V. Geimer resigned as the Company’s Chief Executive Officer, Chief Financial Officer and Secretary. In connection with his resignation, Mr. Geimer entered into an Amendment to Employment Agreement with the Company, as well as a new Consulting Agreement. Pursuant to the Amendment to Employment Agreement, Mr. Geimer and the Company agreed to stagger certain payments due to him such that $650,000 was paid to Mr. Geimer upon the closing of the Investment and $700,000 payable to him on July 1, 2013. Any payments due to Mr. Geimer under his Employment Agreement (as amended) but not timely paid by the Company bear interest at a rate of 18% per annum. In addition, the $75,000 deferred compensation payment for the Company’s fiscal year ending July 31, 2012 was contributed prior to the closing of the Investment. Pursuant to the Consulting Agreement, Mr. Geimer agreed to provide certain transition and other services to the Company. In exchange, during the remainder of 2012, the Company paid Mr. Geimer an amount equal to $24,000 per month. From January 1, 2013 through December 31, 2013, Mr. Geimer’s aggregate consulting fee was $96,000 ($8,000 per month). As of December 31, 2013, no additional amounts are due under the Consulting Agreement and no further amounts were incurred during the year ending December 31, 2014. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Segments | NOTE 14. SEGMENTS |
The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, who is the chief executive officer, in deciding how to allocate resources and assessing performance. The Company’s business operates in one operating segment because the Company’s chief operating decision maker evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15. SUBSEQUENT EVENTS |
Arizona Department of Revenue | |
In January 2015, we were notified by the Arizona Commerce Authority (“Authority”) that we meet the program requirements to receive a “Certificate of Qualification” and, therefore, are eligible for a partial refund of research and development investments amounting to a maximum of $647,000. The “Certificate of Qualification” does not obligate the Arizona Department of Revenue to issue the refund. Furthermore, the calculation of the actual refund due will be based on actual qualifying expenses and income tax liability for the 2014 tax year and if qualifying expenses decrease or income tax liability increases, the refund amount may be less than the $647,000. If the amount received for this tax credit is later determined to be incorrect or invalid, the excess may be treated as a tax deficiency. | |
National Institute of Health | |
In February 2015, we were notified that the National Institute of Health awarded a five year, $5 million grant to Denver Health Medical Center and ourselves to develop a fast and reliable identification and categorical susceptibility test carbepenem-resistant Enterobacteriaceae directly from whole blood. We are still working out the final contractual agreement with Denver Health Medical Center and anticipate that our portion of the award will be approximately $1.8 million over the next five years. |
Supplemental_Data_Quarterly_Fi
Supplemental Data: Quarterly Financial Information | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||||||||||||||
Supplemental Data: Quarterly Financial Information | NOTE 16. SUPPLEMENTAL DATA QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | ||||||||||||||||||||||||||||||||
QUARTERLY FINANCIAL INFORMATION | |||||||||||||||||||||||||||||||||
(in thousands, except per share data) | |||||||||||||||||||||||||||||||||
Unaudited | |||||||||||||||||||||||||||||||||
For the quarters ending: | |||||||||||||||||||||||||||||||||
12/31/14 | 9/30/14 | 6/30/14 | 3/31/14 | 12/31/13 | 9/30/13 | 6/30/13 | 3/31/13 | ||||||||||||||||||||||||||
Revenue | $ | 79 | $ | 16 | $ | 13 | $ | 14 | $ | 12 | $ | 13 | $ | 7 | $ | 16 | |||||||||||||||||
Net loss | (8,765 | ) | (8,814 | ) | (8,152 | ) | (5,202 | ) | (5,159 | ) | (3,797 | ) | (3,777 | ) | (2,549 | ) | |||||||||||||||||
Basic and diluted net loss per share (1) | (0.20 | ) | (0.20 | ) | (0.19 | ) | (0.12 | ) | (0.12 | ) | (0.10 | ) | (0.10 | ) | (0.09 | ) | |||||||||||||||||
(1) Loss per share has been adjusted for the effects of the rights offering (see Item 8, Note 9, Rights Offering). | |||||||||||||||||||||||||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Use of Estimates | Use of Estimates | ||
The preparation of financial statements in conformity with 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 as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||
Concentration of Credit Risk | Concentration of Credit Risk | ||
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, short-term investments and accounts receivable, including receivables from major customers. | |||
The Company periodically maintains cash balances at a commercial bank in excess of the Federal Deposit Insurance Corporation insurance limit of $250,000. At December 31, 2014 and December 31, 2013, the Company’s uninsured cash balance was approximately $53.6 million and $30.1 million, respectively. | |||
The Company grants credit to domestic and international clients in various industries. Exposure to losses on accounts receivable is principally dependent on each client's financial position. At December 31, 2014, 98% of the outstanding receivable balance was with Denver Health and the Department of Defense related to the Defense Medical Research and Development Program. See Note 6, License Agreements and Grants for more information. | |||
Estimated Fair Value of Financial Instruments | Estimated Fair Value of Financial Instruments | ||
The Company follows ASC Topic 820, Fair Value Measurements and Disclosures which has defined fair value and requires the Company to establish a framework for measuring fair value and disclose fair value measurements. The framework requires the valuation of assets and liabilities subject to fair value measurements using a three tiered approach and fair value measurement be classified and disclosed in one of the following three categories: | |||
· | Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | ||
· | Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; | ||
· | Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity). | ||
The carrying amounts of financial instruments such as cash and cash equivalents, trade accounts receivable, prepaid expenses, accounts payable, accrued liabilities, and other current liabilities approximate the related fair values due to the short-term maturities of these instruments. | |||
See Note 3, Fair Value of Financial Instruments for further information and related disclosures regarding the Company’s fair value measurements. | |||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||
All highly liquid investments with an original maturity of three months or less at time of purchase are considered to be cash equivalents. Cash and cash equivalents include overnight repurchase agreement accounts. As part of our cash management process, excess operating cash is invested in overnight repurchase agreements with our bank. Repurchase agreements are not deposits and are not insured by the U.S. Government, the FDIC or any other government agency and involve investment risk including possible loss of principal. We believe however, that the market risk arising from holding these financial instruments is minimal. | |||
Investments | Investments | ||
The Company invests excess funds in various short-term and long-term investments which are primarily held in the custody of a major financial institution. Investments consist of debt securities in U.S. government-sponsored entities, corporate debt securities and commercial paper. Management classifies its investments as available-for-sale investments and records these investments in the Balance Sheets at fair value. Unrealized gains or losses for available-for-sale securities are included in accumulated other comprehensive income or loss, a component of stockholders’ equity. The Company classifies its investments as current based on the nature of the investments and their availability for use in current operations. | |||
The Company assesses whether an other-than-temporary impairment loss has occurred due to declines in fair value or other market conditions when an investment’s fair value remains less than its cost for more than twelve months. This assessment includes a determination of whether the investment is expected to recover in value and whether the Company as the intent and ability to hold the investment until the anticipated recovery in value occurs. When an investment is identified as having an other-than-temporary impairment loss, we adjust the cost basis of the investment down to fair value resulting in a realized loss. The new cost basis is not changed for subsequent recoveries in fair value and future increases or decreases in fair value are included in other comprehensive income. | |||
Property and Equipment | Property and Equipment | ||
Property and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred and expenditures for major improvements are capitalized. Gains and losses from retirement or replacement are included in costs and expenses. Depreciation of property and equipment is computed using the straight-line method over the estimated useful life of the assets, ranging from one to seven years. Leasehold improvements are depreciated over the remaining life of the lease or the life of the asset, whichever is less. See Note 5, Property and Equipment below. | |||
Long-lived Assets | Long-lived Assets | ||
Long-lived assets and certain identifiable intangibles to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company continuously evaluates the recoverability of its long-lived assets based on estimated future cash flows from and the estimated fair value of such long-lived assets, and provides for impairment if such undiscounted cash flows or the estimated fair value are insufficient to recover the carrying amount of the long-lived asset. | |||
Inventory | Inventory | ||
The Company produces inventory prior to U.S. Food and Drug Administration (“FDA”) or other regulatory agency approval. We do not believe probable future economic benefit can be asserted prior to the completion of 510(k) clearance or other non-U.S. regulatory body equivalent. Accordingly, the Company does not capitalize pre-launch inventory prior to the receipt of 510(k) clearance, unless regulatory approval has been achieved in other jurisdictions, or the regulatory review process has progressed to a point that the Company has objective and persuasive evidence that regulatory approval is probable. Inventory is reported as research and development costs on the Statement of Operations and Comprehensive Loss. | |||
Revenue Recognition | Revenue Recognition | ||
The Company recognizes revenue in accordance with ASC 605, “Revenue Recognition,” when persuasive evidence of an arrangement exists, the price is fixed or determinable, collection is reasonably assured and delivery of products has occurred or services have been rendered. | |||
Additional considerations include whether the applicable fee arrangement contains future delivery or performance obligations that should be divided into separate accounting units, whether the arrangement requires the Company to retain risks consistent with a collaborative arrangement, and/or whether any of the fees are contingent on the achievement of future milestones. | |||
The Company recognizes income from royalty and licensing fee agreements based upon information and reports received from licensees and in accordance with the terms of the agreements underlying such arrangements. | |||
Deferred revenue represents amounts received but not yet earned under existing agreements. | |||
Accounts Receivable Allowances | Accounts Receivable Allowances | ||
Allowances on accounts receivable are recorded when circumstances indicate collection is doubtful for a particular accounts receivable. Receivables are written off if reasonable collection efforts prove unsuccessful. The Company provides for allowances on a specific account basis. | |||
Leases | Leases | ||
The Company accounts for leases in accordance with ASC 840, Leases, which requires leases to be classified as either operating or capital leases. In general, the Company classifies leases as capital leases when there is either a transfer of ownership at the end of the lease term, the lease contains a bargain purchase option, the lease term is seventy-five percent or more of the estimated economic life of the leased property or the minimum lease payments are ninety percent or more of the fair value at lease inception. Other leases are classified as operating leases. | |||
Operating lease rent is recorded as an operating expense monthly. For capital leases, both an asset and liability are recorded at the inception of the lease based on the present value of lease payments. The asset is included with property and equipment on the Balance Sheet and amortization is recorded on a straight-line basis over the term of the lease with the amortization expense included with depreciation on the Statements of Operations and Comprehensive Loss. For the liability, the amount due within the next year is recorded as capital lease obligations and the amount due in more than a year is recorded as long-term capital lease obligation on the Balance Sheet. Interest expense is recorded based on the implicit or explicit interest rate used in the lease and is included as non-operating interest expense on the Statements of Operations and Comprehensive Loss. | |||
Income Taxes | Income Taxes | ||
Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the accompanying balance sheets. The change in deferred tax assets and liabilities for the period represents the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws in deferred tax assets and liabilities are reflected as an adjustment to the tax provision or benefit in the period of enactment. | |||
The Company follows the provisions of ASC 740, Income Taxes, to account for any uncertainty in income taxes with respect to the accounting for all tax positions taken (or expected to be taken) on any income tax return. This guidance applies to all open tax periods in all tax jurisdictions in which the Company is required to file an income tax return. Under U.S. GAAP, in order to recognize an uncertain tax benefit the taxpayer must be more likely than not of sustaining the position, and the measurement of the benefit is calculated as the largest amount that is more than 50% likely to be realized upon resolution of the benefit. Interest and penalties, if any, would be recorded as tax expense in general and administrative expenses. | |||
Earnings Per Share | Earnings Per Share | ||
The Company follows ASC 260, Earnings Per Share, which requires companies to present basic earnings per share and diluted earnings per share. Basic earnings (loss) per share includes no dilution and is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share are computed similarly to basic earnings (loss) per share except the denominator includes additional common shares that would have been outstanding if warrants and share-based payments had been issued. Diluted earnings are not presented when the effect of adding such additional common shares is antidilutive. | |||
Earnings per share are restated when certain transactions or events, including rights offerings determined to have bonus elements have occurred. | |||
See Note 10, Earnings per Share for more information. | |||
Equity-Based Compensation | Equity-Based Compensation | ||
The Company awards stock options and other equity-based instruments to its employees, directors and consultants. Compensation cost related to equity-based awards is based on the fair value of the instrument on the grant date, and is recognized over the requisite service period on a straight-line basis over the vesting period for each tranche (an accelerated attribution method). For unvested consultant grants, the assumptions are updated at the end of each reporting period until the grant is vested. The Company estimates the fair value of stock option awards, including modifications of stock option awards, using the Black-Scholes option pricing model. This model derives the fair value of stock options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate and dividend yield | |||
· | Volatility: The expected volatility is based on the historical volatility of the Company's stock price over the most recent period commensurate with the expected term of the stock option award. | ||
· | Option life: The estimated expected option life for employee awards is based on the calculation published by the SEC in SAB110 for use when there is not a sufficient history of employee exercise patterns. For consultant awards, the estimated expected option life is the same as the life of the award. | ||
· | Risk-free interest rate: The risk-free interest rate is based on published U.S. Treasury rates for a term commensurate with the expected option life. | ||
· | Dividend yield: The dividend yield is estimated as zero as the Company has not paid dividends in the past and does not have any plans to pay any dividends in the future. | ||
The Company estimates the forfeiture rate of unvested awards based on the forfeitures in the previous twelve-month period. The rate is calculated separately for awards to the board of directors/executives and all other awards. | |||
See Note 11, Employee and Consultant Equity-Based Compensation for further information. | |||
Comprehensive Income (loss) | Comprehensive Income (loss) | ||
The Company follows ASC 220, Reporting Comprehensive Income, which establishes standards for reporting and displaying comprehensive income (loss) and its components (revenues, expenses, gains and losses) in a full set of general-purpose financial statements. The Company holds investments classified as available-for-sale securities and records the change in fair market value as a component of comprehensive income (loss). | |||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements | ||
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements – Going Concern. The new standard required management of public and private companies to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. We do not expect the adoption of the ASU to have a significant impact on our consolidated financial statements. | |||
In May 2014, the FASB issued ASU 2014-09 Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. We are carefully evaluating our existing revenue recognition practices to determine whether any contracts in the scope of the guidance will be affected by the new requirements. The effects may include identifying performance obligations in existing arrangements, determining the transaction price and allocating the transaction price to each separate performance obligation. We will also establish practices to determine when a performance obligation has been satisfied, and recognize revenue in accordance with the new requirements. The new standard is effective for us on January 1, 2017. Early adoption is not permitted. The standard allows for either “full retrospective” adoption, meaning the standard is applied to all of the periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements. We are currently evaluating the transition method that will be elected. | |||
In December 2013, the FASB issued ASU No. 2013-12, Definition of a Public Business Entity. The purpose of this standard is to clarify which nonpublic entities potentially qualify for alternative financial accounting and reporting guidance by defining “public business entity” for future use in U.S. GAAP. Currently, FASB Accounting Standards Codification (“ASC”) includes multiple definitions of “public entity”. This standard provides a single definition of “public business entity” for use in future financial accounting and reporting guidance but does not affect existing requirements. There is no effective date for this standard but the definition will start to be used in ASU’s as FASB feels is appropriate. The standard defines “public business entity” as a business entity that meets any one of a number of criteria, one of which is the requirement to file financial statements with the SEC. We have reviewed the definition and have determined that we will be defined as a “public business entity” and there will be no impact on the Company’s financial position, results of operations or cash flows. | |||
In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit (UTB) When a Net Operating Loss (NOL) Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which requires a reporting entity to present an unrecognized tax benefit as a liability in the financial statements separate from deferred tax assets if a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available as of the reporting date to settle taxes that would result from the disallowance of the tax position or if a reporting entity does not intend to use the deferred tax asset for such purpose. The amendments in ASU 2013-11 are effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2013. The adoption of ASU 2013-11 did not have a material impact on our financial position, results of operations or cash flows. | |||
In March 2013, the FASB issued ASU 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date, which provides guidance on the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. The update requires an entity to measure obligations resulting from joint and several liability obligations for which the total amount of the obligation within the scope of the update is fixed at the reporting date, as the sum of the amount the reporting entity agreed to pay on the basis of its arrangements among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in ASU 2013-04 are effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2013 and must be applied retrospectively. The adoption of ASU 2013-04 in the first quarter of 2014 did not have a material impact on our financial position, results of operations or cash flows. |
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Fair Value Measurement | 31-Dec-14 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Quoted Prices | Significant | Total | |||||||||||||||
in Active | Unobservable | ||||||||||||||||
Markets for | Significant | Inputs | |||||||||||||||
Identical | Other | (Level 3) | |||||||||||||||
Assets | Observable Inputs | ||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
Money market funds (cash equivalents) | $ | 13,127 | $ | — | $ | — | $ | 13,127 | |||||||||
Corporate notes and bonds | — | 12,974 | — | 12,974 | |||||||||||||
Asset-backed securities | — | 141 | — | 141 | |||||||||||||
Total assets measured at fair value | $ | 13,127 | 13,115 | $ | — | $ | 26,242 | ||||||||||
31-Dec-13 | |||||||||||||||||
(in thousands) | |||||||||||||||||
Quoted Prices | Significant Other Observable Inputs | Significant Unobservable Inputs | Total | ||||||||||||||
in Active | (Level 2) | (Level 3) | |||||||||||||||
Markets for | |||||||||||||||||
Identical | |||||||||||||||||
Assets | |||||||||||||||||
(Level 1) | |||||||||||||||||
Assets: | |||||||||||||||||
Money market funds (cash equivalents) | $ | 27,096 | $ | — | $ | — | $ | 27,096 | |||||||||
Corporate notes and bonds | — | 11,460 | — | 11,460 | |||||||||||||
Asset-backed securities | — | 500 | — | 500 | |||||||||||||
Total assets measured at fair value | $ | 27,096 | $ | 11,960 | $ | — | $ | 39,056 |
Investments_Tables
Investments (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Investments, All Other Investments [Abstract] | |||||||||||||||||
Available-for-sale investments | The following tables summarize the Company’s available-for-sale investments at December 31, 2014 and 2013 (in thousands): | ||||||||||||||||
AVAILABLE-FOR-SALE INVESTMENTS | |||||||||||||||||
31-Dec-14 | |||||||||||||||||
(in thousands) | |||||||||||||||||
Amortized | Gross | Gross | Fair Value | ||||||||||||||
Cost | Unrealized | Unrealized | |||||||||||||||
Gains | Losses | ||||||||||||||||
Asset-backed securities | $ | 141 | $ | — | $ | — | $ | 141 | |||||||||
Corporate notes and bonds | 12,967 | 10 | (3 | ) | 12,974 | ||||||||||||
Total | $ | 13,108 | $ | 10 | $ | (3 | ) | $ | 13,115 | ||||||||
AVAILABLE-FOR-SALE INVESTMENTS | |||||||||||||||||
31-Dec-13 | |||||||||||||||||
(in thousands) | |||||||||||||||||
Amortized Cost | Gross | Gross | Fair Value | ||||||||||||||
Unrealized | Unrealized | ||||||||||||||||
Gains | Losses | ||||||||||||||||
Asset-backed securities | $ | 500 | $ | — | $ | — | $ | 500 | |||||||||
Corporate notes and bonds | 11,438 | 23 | (1 | ) | 11,460 | ||||||||||||
Total | $ | 11,938 | $ | 23 | $ | (1 | ) | $ | 11,960 | ||||||||
The following table summarizes the maturities of the Company’s available-for-sale securities at December 31, 2014 and 2013 (in thousands): | |||||||||||||||||
AVAILABLE-FOR-SALE INVESTMENT MATURITIES | |||||||||||||||||
(in thousands) | |||||||||||||||||
At December 31, 2014 | At December 31, 2013 | ||||||||||||||||
Amortized | Fair Value | Amortized | Fair Value | ||||||||||||||
Cost | Cost | ||||||||||||||||
Due in less than 1 year | $ | 10,586 | $ | 10,585 | $ | 4,999 | $ | 5,002 | |||||||||
Due in 1-3 years | 2,522 | 2,530 | 6,939 | 6,958 | |||||||||||||
Total | $ | 13,108 | $ | 13,115 | $ | 11,938 | $ | 11,960 | |||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment | PROPERTY AND EQUIPMENT | ||||||||
(in thousands) | |||||||||
12/31/14 | 12/31/13 | ||||||||
Computer equipment | $ | 1,020 | $ | 567 | |||||
Laboratory and scientific equipment | 1,435 | 791 | |||||||
Furniture and fixtures | 212 | 37 | |||||||
Leasehold improvements | 630 | 279 | |||||||
Manufacturing equipment | 190 | — | |||||||
Capital lease – leasehold improvements | 266 | — | |||||||
Capital projects in progress | 227 | — | |||||||
Total property and equipment | $ | 3,980 | $ | 1,674 | |||||
Accumulated amortization – capital lease | (133 | ) | — | ||||||
Accumulated depreciation - other | (1,311 | ) | (627 | ) | |||||
Net property and equipment | $ | 2,536 | $ | 1,047 |
Deferred_Revenue_and_Income_Ta
Deferred Revenue and Income (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Deferred Revenue and Income Summary | Deferred Revenue and Income | ||||||||
(in thousands) | |||||||||
12/31/14 | 12/31/13 | ||||||||
Prepaid royalties | $ | 0 | $ | 69 | |||||
Fisher agreement | 13 | 13 | |||||||
Total current deferred revenue and income | $ | 13 | $ | 82 | |||||
Arizona Commerce Authority grant | $ | 1,000 | $ | 750 | |||||
Fisher agreement | 14 | 27 | |||||||
Total long-term deferred income | $ | 1,014 | $ | 777 |
Employee_and_Consultant_Equity1
Employee and Consultant Equity-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||
Stock Option Activity | Stock Option Activity | ||||||||||||||||||||
Number | Weighted Average Exercise Price per Share | ||||||||||||||||||||
of Shares | |||||||||||||||||||||
Options outstanding January 1, 2013 | 4,360,500 | $ | 2.14 | ||||||||||||||||||
Granted | 1,308,086 | 7.56 | |||||||||||||||||||
Forfeited | (58,000 | ) | 6.47 | ||||||||||||||||||
Exercised | (328,000 | ) | 2.54 | ||||||||||||||||||
Expired | (122,500 | ) | 1.78 | ||||||||||||||||||
Options Outstanding December 31, 2013 | 5,160,086 | 3.45 | |||||||||||||||||||
Granted | 769,055 | 16.22 | |||||||||||||||||||
Forfeited | (13,678 | ) | 13.06 | ||||||||||||||||||
Exercised | (311,737 | ) | 2.96 | ||||||||||||||||||
Expired | (0 | ) | — | ||||||||||||||||||
Options Outstanding December 31, 2014 | 5,603,726 | 5.21 | |||||||||||||||||||
Exercisable December 31, 2014 | 2,354,678 | 2.75 | |||||||||||||||||||
Black-Scholes Assumptions for Option Granted | Black-Scholes Assumptions for Option Granted | ||||||||||||||||||||
12 months | 12 months | 5 months | 12 months | ||||||||||||||||||
12/31/14 | 12/31/13 | 12/31/12 | 7/31/12 | ||||||||||||||||||
Expected term (in years) | 6.25 | 6.28 | 6.53 | 2.86 | |||||||||||||||||
Volatility | 96 | % | 97 | % | 98 | % | 109 | % | |||||||||||||
Expected dividends | — | — | — | — | |||||||||||||||||
Risk free interest rates | 1.9 | % | 1.5 | % | 1 | % | 0.5 | % | |||||||||||||
Estimated forfeitures | 0.4 | % | 14 | % | 22 | % | 23 | % | |||||||||||||
Weighted average fair value | $ | 12.63 | $ | 6.05 | $ | 2.92 | $ | 0.65 | |||||||||||||
Stock Option Supplemental Information | Stock Option Supplemental Information | ||||||||||||||||||||
Options | Options | Options Vested and Expected to Vest | |||||||||||||||||||
Outstanding | Exercisable | ||||||||||||||||||||
Number of options | 5,603,726 | 2,354,678 | 5,595,747 | ||||||||||||||||||
Weighted average remaining contractual term (in years) | 7.92 | 7.55 | 7.92 | ||||||||||||||||||
Weighted average exercise price | $ | 5.21 | $ | 2.75 | $ | 5.2 | |||||||||||||||
Weighted average fair value | $ | 4.01 | $ | 1.97 | $ | 4 | |||||||||||||||
Aggregate intrinsic value (in thousands) | $ | 76,494 | $ | 38,056 | $ | 76,423 | |||||||||||||||
Equity-Based Compensation Expense and Tax Benefit | Equity-Based Compensation Expense and Tax Benefit | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
12 months | 12 months | 5 months | 5 months | 12 months | |||||||||||||||||
12/31/14 | 12/31/13 | 12/31/12 | 12/31/11 | 7/31/12 | |||||||||||||||||
(unaudited) | |||||||||||||||||||||
Equity-based compensation expense | $ | 9,624 | $ | 3,828 | $ | 533 | $ | 273 | $ | 782 | |||||||||||
Recognized tax benefit | $ | — | $ | — | $ | — | $ | — | $ | — |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Deferred Income Tax Components | Deferred Income Tax Components | ||||||||
(in thousands) | |||||||||
12/31/2014 | 12/31/2013 | ||||||||
Deferred tax assets: | |||||||||
Property & equipment | $ | 77 | $ | 21 | |||||
Intangible assets, definite-lived | 421 | 478 | |||||||
Deferred revenue | 380 | 313 | |||||||
Stock options | 3,644 | 1,319 | |||||||
Inventory | 620 | — | |||||||
Charitable contribution | 13 | 11 | |||||||
General business credit | 885 | 637 | |||||||
Net operating loss carryforward | 15,492 | 8,313 | |||||||
Valuation allowance | (21,532 | ) | (11,092 | ) | |||||
Deferred tax assets | $ | — | $ | — | |||||
Effective tax Rate | Effective Tax Rate | ||||||||
12/31/14 | 12/31/13 | ||||||||
U.S. Federal statutory income tax rate | (34.00 | )% | (34.00 | )% | |||||
State taxes, net of federal tax benefit | (3.20 | ) | (3.80 | ) | |||||
Non-deductible equity and other compensation | 3.7 | 1.2 | |||||||
State income tax credits, net of Federal effects | (1.00 | ) | — | ||||||
Limitation on net operating losses due to §382 | 0.5 | 1 | |||||||
Credit for increased research activities | (0.80 | ) | (3.20 | ) | |||||
Change in valuation allowance | 33.1 | 38.8 | |||||||
(1.70 | )% | 0 | % | ||||||
Uncertain Tax Positions | Uncertain Tax Positions | ||||||||
(in thousands) | |||||||||
Balance December 31, 2013 | $ | — | |||||||
Increases for prior positions | 78 | ||||||||
Increases for current year positions | 83 | ||||||||
Balance December 31, 2014 | $ | 161 |
Commitments_Tables
Commitments (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||
Capital Lease Obligations | Capital Lease Obligations | ||||||
(in thousands) | |||||||
Year ending December 31: | |||||||
2015 | $ | 151 | |||||
2016 | 13 | ||||||
2017 | — | ||||||
2018 | — | ||||||
2019 | — | ||||||
Total minimum lease payments | $ | 164 | |||||
Less amount representing interest | (4 | ) | |||||
Present value minimum lease payments | $ | 160 | |||||
Operating Lease Obligations | Operating Lease Obligations | ||||||
(in thousands) | |||||||
Year ending December 31: | |||||||
2015 | $ | 633 | |||||
2016 | 60 | ||||||
2017 | — | ||||||
2018 | — | ||||||
2019 | — | ||||||
Thereafter | — | ||||||
Total operating lease obligations | $ | 693 |
Supplemental_Data_Quarterly_Fi1
Supplemental Data: Quarterly Financial Information (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||||||||||||||
Unaudited Quarterly Financial Information | QUARTERLY FINANCIAL INFORMATION | ||||||||||||||||||||||||||||||||
(in thousands, except per share data) | |||||||||||||||||||||||||||||||||
Unaudited | |||||||||||||||||||||||||||||||||
For the quarters ending: | |||||||||||||||||||||||||||||||||
12/31/14 | 9/30/14 | 6/30/14 | 3/31/14 | 12/31/13 | 9/30/13 | 6/30/13 | 3/31/13 | ||||||||||||||||||||||||||
Revenue | $ | 79 | $ | 16 | $ | 13 | $ | 14 | $ | 12 | $ | 13 | $ | 7 | $ | 16 | |||||||||||||||||
Net loss | (8,765 | ) | (8,814 | ) | (8,152 | ) | (5,202 | ) | (5,159 | ) | (3,797 | ) | (3,777 | ) | (2,549 | ) | |||||||||||||||||
Basic and diluted net loss per share (1) | (0.20 | ) | (0.20 | ) | (0.19 | ) | (0.12 | ) | (0.12 | ) | (0.10 | ) | (0.10 | ) | (0.09 | ) | |||||||||||||||||
(1) Loss per share has been adjusted for the effects of the rights offering (see Item 8, Note 9, Rights Offering). |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Summary Of Significant Accounting Policies Details Narrative | ||
Uninsured cash balances | $53,600 | $30,100 |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Total | ||
Assets: | ||
Money market funds (cash equivalents) | $13,127 | $27,096 |
Corporate notes and bonds | 12,974 | 11,460 |
Asset-backed securities | 141 | 500 |
Total assets measured at fair value | 26,242 | 39,056 |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Money market funds (cash equivalents) | ||
Corporate notes and bonds | ||
Asset-backed securities | ||
Total assets measured at fair value | ||
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Money market funds (cash equivalents) | ||
Corporate notes and bonds | 12,974 | 11,460 |
Asset-backed securities | 141 | 500 |
Total assets measured at fair value | 13,115 | 11,960 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Money market funds (cash equivalents) | 13,127 | 27,096 |
Corporate notes and bonds | ||
Asset-backed securities | ||
Total assets measured at fair value | $13,127 | $27,096 |
Investments_Details
Investments (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value | ||
Asset-backed securities | $141 | $500 |
Corporate notes and bonds | 12,974 | 11,460 |
Total | 13,115 | 11,960 |
Gross Unrealized Losses | ||
Asset-backed securities | ||
Corporate notes and bonds | -3 | -1 |
Total | -3 | -1 |
Gross Unrealized Gains | ||
Asset-backed securities | ||
Corporate notes and bonds | 10 | 23 |
Total | 10 | 23 |
Amortized Cost | ||
Asset-backed securities | 141 | 500 |
Corporate notes and bonds | 12,967 | 11,438 |
Total | $13,108 | $11,938 |
Investments_Details_1
Investments (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value | ||
Due in less than 1 year | $10,585 | $5,002 |
Due in 1 to 3 years | 2,530 | 6,958 |
Total | 13,115 | 11,960 |
Amortized Cost | ||
Due in less than 1 year | 10,586 | 4,999 |
Due in 1 to 3 years | 2,522 | 6,939 |
Total | $13,108 | $11,938 |
Property_and_Equipment_Propert
Property and Equipment - Property and Equipment (Details) (USD $) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property And Equipment - Property And Equipment Details Usd | ||
Computer equipment | $1,020 | $567 |
Laboratory and scientific equipment | 1,435 | 791 |
Furniture and fixtures | 212 | 37 |
Leasehold improvements | 630 | 279 |
Manufacturing equipment | 190 | |
Capital lease-leasehold improvements | 266 | |
Capital projects in progress | 227 | |
Total property and equipment | 3,980 | 1,674 |
Accumulated amortization - capital lease | -133 | |
Accumulated depreciation - other | -1,311 | -627 |
Net property and equipment | $2,536 | $1,047 |
Property_and_Equipment_Details
Property and Equipment (Details Narrative) (USD $) | 5 Months Ended | 12 Months Ended | |||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2012 | |
Property And Equipment Details Narrative | |||||
Depreciation expense | $5,000 | $1,000 | $817,000 | $286,000 | $2,000 |
License_Agreements_and_Grants_
License Agreements and Grants - Schott (Details Narrative) (USD $) | 5 Months Ended | 12 Months Ended | 40 Months Ended | |||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2012 | Nov. 30, 2014 | |
License Agreements And Grants - Schott Details Narrative | ||||||
SCHOTT one-time license fee | $50,000 | |||||
Non-refundable prepaid royalties | $7,000 | $5,000 | $69,000 | $10,000 | $24,000 | $100,000 |
Royalties percent of net product sales | 5.00% |
License_Agreements_and_Grants_1
License Agreements and Grants - Nanosphere (Details Narrative 1) (USD $) | Jul. 31, 2013 | Jul. 09, 2010 |
License Agreements And Grants - Nanosphere Details Narrative 1 | ||
OptiChem non-exclusive license with Nanosphere | $150,000 | |
Technology transfer fee | 15,000 | |
OptiChem non-exclusive license with Nanosphere first year anniversary | 350,000 | |
OptiChem non-exclusive license with Nanosphere second year anniversary | 600,000 | |
OptiChem non-exclusive license with Nanosphere third year anniversary final payment | $750,000 |
License_Agreements_and_Grants_2
License Agreements and Grants - Research and Development (Details Narrative 2) (USD $) | 1 Months Ended | 5 Months Ended | 12 Months Ended | |||
31-May-12 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2012 | |
License Agreements And Grants - Research And Development Details Narrative 2 | ||||||
Research and development project | $650,000 | |||||
Offset to research and development project | $15,000 | $0 | $221,000 | $143,000 | $0 |
License_Agreements_and_Grants_3
License Agreements and Grants- Arizona Commerce Authority (Details Narrative 3) (USD $) | Dec. 31, 2014 |
License Agreements And Grants- Arizona Commerce Authority Details Narrative 3 | |
Deferred revenue from grant agreement | $1,000,000 |
Deferred_Revenue_and_Income_De
Deferred Revenue and Income (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Revenue And Income Details | ||
Prepaid royalties | $0 | $69 |
Fisher agreement | 13 | 13 |
Total current deferred revenue and income | 13 | 82 |
Arizona Commerce Authority Grant | 1,000 | 750 |
Fisher agreement | 14 | 27 |
Total long-term deferred income | $1,014 | $777 |
Deferred_Revenue_and_Income_De1
Deferred Revenue and Income (Details Narrative) (USD $) | 5 Months Ended | 12 Months Ended | 40 Months Ended | |||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2012 | Nov. 30, 2014 | |
Deferred Revenue And Income Details Narrative | ||||||
Deferred revenue recognization | $7,000 | $5,000 | $69,000 | $10,000 | $24,000 | $100,000 |
Prepaid royalty fees | $7,000 | $0 | $69,000 | $4,000 | $20,000 |
Stock_Purchase_Details_Narrati
Stock Purchase (Details Narrative) (USD $) | Mar. 14, 2014 | Jul. 08, 2013 | Mar. 06, 2013 | Apr. 20, 2012 |
Securities Purchase Agreement Dated April 2012 | ||||
Shares of common stock | 14,000,000 | |||
Price per share | $16.80 | $8.04 | $1.03 | |
Warrants to purchase common stock | 7,000,000 | |||
Price per warrant | 1.03 | |||
Exercised warrant per purchase agreement | 7,000,000 | |||
Price per warrant | 1.03 | |||
Additional warrant to purchase common stock | 7,000,000 | |||
Price per warrant | 2 | |||
Additional exercised warrant per purchase agreement | 6,428,840 | |||
Price per warrant | 2 | |||
Value of common stock | $8,524,000 | |||
Value of warrants | $5,896,000 |
Rights_Offering_Details_Narrat
Rights Offering (Details Narrative) (USD $) | 19-May-14 | Mar. 14, 2014 | Aug. 08, 2013 | Jul. 08, 2013 | Mar. 06, 2013 | Apr. 20, 2012 |
Rights Offering Details Narrative | ||||||
Non-transferable subscription rights for each share of common stock owned on the record date | 0.063921 | 0.064038 | ||||
Subscription right to purchase common stock price per share | $16.80 | $8.04 | $1.03 | |||
Standby purchase agreement issuance of unsubscribed shares to related party | 2,678,571 | 2,487,562 | ||||
Costs associated with rights offering | $125,000 | $88,000 |
Earnings_Per_Share_Details_Nar
Earnings Per Share (Details Narrative) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share Details Narrative | ||
Antidilutive common stock instruments outstanding | 6,174,886 | 5,731,246 |
Employee_and_Consultant_Equity2
Employee and Consultant Equity-Based Compensation - Stock Option Activity (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Number of Shares | ||
Options Outstanding, beginning balance | 5,160,086 | 4,360,500 |
Shares Granted | 769,055 | 1,308,086 |
Shares Forfeited | -13,678 | -58,000 |
Shares Exercised | -311,737 | -328,000 |
Shares Expired | 0 | -122,500 |
Options Outstanding, ending balance | 5,603,726 | 5,160,086 |
Weighted Average Exercise Price Per Share | ||
Options Outstanding, beginning balance | $3.45 | $2.14 |
Shares Granted | $16.22 | $7.56 |
Shares Forfeited | $13.06 | $6.47 |
Shares Exercised | $2.96 | $2.54 |
Shares Expired | $1.78 | |
Options Outstanding, ending balance | $5.21 | $3.45 |
Employee_and_Consultant_Equity3
Employee and Consultant Equity-Based Compensation - Black-Scholes Assumptions for Option Granted (Details) (USD $) | 5 Months Ended | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2012 | |
Y | Y | Y | Y | |
Employee And Consultant Equity-based Compensation - Black-scholes Assumptions For Option Granted Details | ||||
Expected term (in year) | 6.53 | 6.25 | 6.28 | 2.86 |
Volatility | 98.00% | 96.00% | 97.00% | 109.00% |
Expected dividends | ||||
Risk-free interest rates | 1.00% | 1.90% | 1.50% | 0.50% |
Estimated forfeitures | 22.00% | 0.40% | 14.00% | 23.00% |
Fair value per share | $2.92 | $12.63 | $6.05 | $0.65 |
Employee_and_Consultant_Equity4
Employee and Consultant Equity-Based Compensation - Stock Option Supplemental Information (Details) (USD $) | Mar. 06, 2013 | Apr. 20, 2012 | Dec. 31, 2014 |
Y | |||
Aggregate intrinsic value | $5,896,000 | ||
Options Outstanding | |||
Number of options | 5,603,726 | ||
Weighted average remaining contractual term (in years) | 7.92 | ||
Weighted average exercise price | $5.21 | ||
Weighted average fair value | $4.01 | ||
Aggregate intrinsic value | 76,494,000 | ||
Options Exercisable | |||
Number of options | 2,354,678 | ||
Weighted average remaining contractual term (in years) | 7.55 | ||
Weighted average exercise price | $2.75 | ||
Weighted average fair value | $1.97 | ||
Aggregate intrinsic value | 38,056,000 | ||
Options Vested and Expected To Vest | |||
Number of options | 5,595,747 | ||
Weighted average remaining contractual term (in years) | 7.92 | ||
Weighted average exercise price | $5.20 | ||
Weighted average fair value | $4 | ||
Aggregate intrinsic value | $76,423,000 |
Employee_and_Consultant_Equity5
Employee and Consultant Equity-Based Compensation - Equity-Based Compensation Expense and Tax Benefit (Details) (USD $) | 5 Months Ended | 12 Months Ended | |||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2012 | |
Employee And Consultant Equity-based Compensation - Equity-based Compensation Expense And Tax Benefit Details | |||||
Equity-based compensation expense | $533,000 | $273,000 | $9,624,000 | $3,828,000 | $782,000 |
Recognized tax benefit |
Employee_and_Consultant_Equity6
Employee and Consultant Equity-Based Compensation - Outstanding Stock Options (Details Narrative) | Dec. 31, 2014 |
Qualified Plan | |
Options exercised | 527,500 |
Options outstanding | |
Options available | |
Non-Qualified Plan | |
Options exercised | 245,000 |
Options outstanding | 10,000 |
Options available | |
2004 Omnibus Stock Option Plan | |
Shares authorized | 5,500,000 |
Options exercised | 371,737 |
Options outstanding | 3,568,263 |
Options available | |
2012 Omnibus Equity Incentive Plan | |
Shares authorized | 5,677,500 |
Options exercised | 3,000 |
Options outstanding | 2,025,463 |
Employee_and_Consultant_Equity7
Employee and Consultant Equity-Based Compensation - Outstanding Stock Options (Details Narrative 1) (USD $) | 5 Months Ended | 12 Months Ended | |||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2012 | |
Employee And Consultant Equity-based Compensation - Outstanding Stock Options Details Narrative 1 | |||||
Cash received from exercise of options | $923,000 | ||||
Tax benefit realized | |||||
Value of options exercised | 3,846,000 | 2,583,000 | |||
Fair value of shares vesting | $89,000 | $3,786,000 | $600,000 |
Income_Taxes_Deferred_Income_T
Income Taxes - Deferred Income Taxes Components (Details) (USD $) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Property & equipment | $77 | $21 |
Intangible assets, definite lived | 421 | 478 |
Deferred revenue | 380 | 313 |
Stock options | 3,644 | 1,319 |
Inventory | 620 | |
Charitable contributions | 13 | 11 |
General business credits | 885 | 637 |
Net operating loss carry-forward | 15,492 | 8,313 |
Valuation allowance | -21,532 | -11,092 |
Deferred tax asset |
Income_Taxes_Effective_Tax_Rat
Income Taxes - Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes - Effective Tax Rate Details | ||
U.S. Federal statutory income tax rate | -34.00% | -34.00% |
State taxes, net of federal tax benefit | -3.20% | -3.80% |
Non-deductible equity and other compensation | 3.70% | 1.20% |
State income tax credits, net of federal effects | -1.00% | |
Limitation on net operating losses due to S382 | 0.50% | 1.00% |
Credit for increased research activities | -0.80% | -3.20% |
Change in valuation allowance | 33.10% | 38.80% |
Total | -1.70% | 0.00% |
Income_Taxes_Uncertain_Tax_Pos
Income Taxes - Uncertain Tax Positions (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Income Taxes - Uncertain Tax Positions Details | |
Balance December 31, 2013 | |
Increases for prior positions | 78 |
Increases for current year positions | 83 |
Balance December 31, 2014 | $161 |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) (USD $) | Dec. 31, 2014 |
Income Taxes Details Narrative Usd | |
Company generated tax net operating loss | $49,200,000 |
Net operating loss limitation | 420,000 |
Loss of net operating losses benefit | 4,200,000 |
Gross net operating loss | $45,000,000 |
Commitments_Capital_Lease_Obli
Commitments - Capital Lease Obligations (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments - Capital Lease Obligations Details | |
Year Ending December 31, 2015 | $151 |
Year Ending December 31, 2016 | 13 |
Year Ending December 31, 2017 | |
Year Ending December 31, 2018 | |
Year Ending December 31, 2019 | |
Total minimum lease payments | 164 |
Less amount representing interest | -4 |
Present value minimum lease payments | $160 |
Commitments_Operating_Lease_Ob
Commitments - Operating Lease Obligations (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments - Operating Lease Obligations Details | |
Year Ending December 31, 2015 | $633 |
Year Ending December 31, 2016 | 60 |
Year Ending December 31, 2017 | |
Year Ending December 31, 2018 | |
Year Ending December 31, 2019 | |
Thereafter | |
Total operating lease obligations | $693 |
Commitments_Leases_Details_Nar
Commitments - Leases (Details Narrative) (USD $) | 5 Months Ended | 12 Months Ended | ||||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2012 | Aug. 20, 2012 | |
Decimal | ||||||
Commitments - Leases Details Narrative | ||||||
Rent expense | $40,000,000 | $35,000,000 | $0 | $11,000,000 | $74,000,000 | |
Pima County Lease Agreement | ||||||
Initial term rent per year | 140,000 | |||||
Initial term price per square foot | 9.25 | |||||
Renewal term rent per year | $299,000 | |||||
Renewal term rent per square foot | 19.8 |
Commitments_Leases_Details_Nar1
Commitments - Leases (Details Narrative 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments - Leases Details Narrative 1 | ||
Rent expense for Tucson facility | $293,000 | $168,000 |
Commitments_Purchase_and_Licen
Commitments - Purchase and License Agreements (Details Narrative 2) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments - Purchase And License Agreements Details Narrative 2 | ||
Royalty payments | $50,000 | $0 |
Commitments_Employment_Agreeme
Commitments - Employment Agreement (Details Narrative) (USD $) | 12 Months Ended | 61 Months Ended | ||
Dec. 31, 2013 | Jul. 31, 2012 | Dec. 31, 2012 | Jun. 26, 2012 | |
Employee Agreement | ||||
Base salary | $165,000 | |||
Deferred compensation | 75,000 | |||
Amended agreement payment | 650,000 | |||
Consulting Agreement | ||||
Monthly payment | 24,000 | |||
Consulting fee | $96,000 |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | Jan. 01, 2015 |
Certificate of Qualification | |
Research and development expense | $647,000 |
Supplemental_Data_Quarterly_Fi2
Supplemental Data: Quarterly Financial Information (Details) (USD $) | 3 Months Ended | 5 Months Ended | 12 Months Ended | |||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2012 | |||||
Supplemental Data Quarterly Financial Information Details | ||||||||||||||||||
Revenue | $79 | $16 | $13 | $14 | $12 | $13 | $7 | $16 | $18 | $202 | $122 | $48 | $236 | |||||
Net loss | ($8,765) | ($8,814) | ($8,152) | ($5,202) | ($5,159) | ($3,797) | ($3,777) | ($2,549) | ($3,400) | ($587) | ($30,933) | ($15,282) | ($5,311) | |||||
Basic and diluted net loss per share | ($0.20) | ($0.20) | ($0.19) | ($0.12) | [1] | ($0.12) | [1] | ($0.10) | [1] | ($0.10) | [1] | ($0.09) | [1] | |||||
[1] | Loss per share has been adjusted for the effects of the rights offering (see Item 8, Note 9, Rights Offering). |