Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 28, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | BIOLIFE SOLUTIONS INC | ||
Entity Central Index Key | 834,365 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 15,192,728 | ||
Trading Symbol | BLFS | ||
Entity Common Stock, Shares Outstanding | 14,120,998 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 6,663,318 | $ 1,405,826 |
Accounts receivable, trade, net of allowance for doubtful accounts of $5,575 and $0 at December 31, 2017 and 2016, respectively | 1,021,315 | 1,193,646 |
Inventories | 1,846,746 | 1,757,784 |
Prepaid expenses and other current assets | 399,502 | 270,814 |
Total current assets | 9,930,881 | 4,628,070 |
Property and equipment | ||
Leasehold improvements | 1,284,491 | 1,284,491 |
Furniture and computer equipment | 682,466 | 650,912 |
Manufacturing and other equipment | 1,148,006 | 922,220 |
Subtotal | 3,114,963 | 2,857,623 |
Less: Accumulated depreciation | (2,008,927) | (1,670,245) |
Net property and equipment | 1,106,036 | 1,187,378 |
Investment in SAVSU | 1,070,120 | 2,075,000 |
Long-term deposits | 36,166 | 36,166 |
Total assets | 12,143,203 | 7,926,614 |
Current liabilities | ||
Accounts payable | 690,702 | 710,719 |
Accrued expenses and other current liabilities | 200,548 | 116,399 |
Accrued compensation | 491,432 | 175,829 |
Deferred rent, current portion | 130,216 | 130,216 |
Total current liabilities | 1,512,898 | 1,133,163 |
Promissory note payable to related party, net of discount of $155,996 at December 31, 2016 | 0 | 2,844,004 |
Accrued interest, related party | 0 | 97,857 |
Deferred rent, long-term | 492,207 | 685,450 |
Other long-term liabilities | 45,512 | 0 |
Total liabilities | 2,050,617 | 4,760,474 |
Commitments and Contingencies (Note 9) | ||
Shareholders’ equity | ||
Preferred stock, $0.001 par value; 1,000,000 shares authorized, Series A, 4,250 shares designated, and 4,250 and 0 shares issued and outstanding at December 31, 2017 and 2016, respectively | 4 | 0 |
Common stock, $0.001 par value; 150,000,000 shares authorized, 14,021,422 and 12,863,824 shares issued and outstanding at December 31, 2017 and 2016, respectively | 14,021 | 12,864 |
Additional paid-in capital | 84,036,444 | 74,355,645 |
Accumulated deficit | (73,957,883) | (71,202,369) |
Total BioLife Solutions, Inc. shareholders’ equity | 10,092,586 | 3,166,140 |
Total liabilities and shareholders’ equity | $ 12,143,203 | $ 7,926,614 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts receivable allowances | $ 5,575 | $ 0 |
Debt Instrument, Unamortized Discount, Noncurrent | $ 155,996 | |
Preferred Stock, No Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 4,250 | 0 |
Preferred Stock, Shares Outstanding | 4,250 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 150,000,000 | 150,000,000 |
Common stock, issued | 14,021,422 | 12,863,824 |
Common stock, outstanding | 14,021,422 | 12,863,824 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Designated | 4,250 | 4,250 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Product sales | $ 11,021,821 | $ 8,226,992 |
Cost of product sales | 4,275,348 | 3,448,294 |
Gross profit | 6,746,473 | 4,778,698 |
Operating expenses | ||
Research and development | 1,193,415 | 2,028,465 |
Sales and marketing | 2,086,426 | 3,009,537 |
General and administrative | 4,522,479 | 4,592,235 |
Total operating expenses | 7,802,320 | 9,630,237 |
Operating loss | (1,055,847) | (4,851,539) |
Other income (expenses) | ||
Interest income | 350 | 2,420 |
Interest expense | (190,069) | (100,000) |
Loss on deconsolidation of biologistex | 0 | (2,785,910) |
Loss from equity-method investment in SAVSU | (1,004,880) | 0 |
Financing costs and write off of deferred financing costs | (108,664) | (86,736) |
Amortization of debt discount | (155,996) | (218,394) |
Loss on disposal of property and equipment | 0 | (1,213) |
Total other income (expenses) | (1,459,259) | (3,189,833) |
Net Loss | (2,515,106) | (8,041,372) |
Net Loss attributable to non-controlling interest | 0 | 1,165,926 |
Net Loss attributable to BioLife Solutions, Inc. | (2,515,106) | (6,875,446) |
Less: Preferred stock dividends | (212,500) | 0 |
Net loss attributable to common stockholders | $ (2,727,606) | $ (6,875,446) |
Basic and diluted net loss per common share attributable to BioLife Solutions, Inc. | $ (0.21) | $ (0.54) |
Basic and diluted weighted average common shares used to calculate net loss per common share | 13,263,881 | 12,642,996 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Net Loss | $ (2,515,106) | $ (8,041,372) |
Other comprehensive income | ||
Unrealized gain on available-for-sale investments | 0 | 451 |
Total other comprehensive income | 0 | 451 |
Comprehensive Loss | (2,515,106) | (8,040,921) |
Comprehensive loss attributable to non-controlling interest | 0 | 1,165,926 |
Comprehensive Loss attributable to BioLife Solutions, Inc. | $ (2,515,106) | $ (6,874,995) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total BioLife Solutions,Inc.Shareholders’ Equity | Non-Controlling Interest Equity | Preferred Stock [Member] |
Beginning Balance - Amount at Dec. 31, 2015 | $ 9,859,371 | $ 12,447 | $ 72,823,398 | $ (451) | $ (64,326,923) | $ 8,508,471 | $ 1,350,900 | $ 0 |
Beginning Balance - Shares at Dec. 31, 2015 | 12,448,391 | 0 | ||||||
Stock-based compensation | 776,994 | 776,994 | 776,994 | |||||
Stock options/warrant exercises - Amount | 246,280 | $ 247 | 246,033 | 246,280 | ||||
Stock options/warrant exercises - Shares | 246,164 | |||||||
Stock Issued - on vested RSUs - Amount | 0 | $ 86 | (86) | 0 | ||||
Stock Issued - on vested RSUs - Shares | 84,894 | |||||||
Warrants Issued with Debt - WAVI | 374,390 | 374,390 | 374,390 | |||||
Stock Issued for Services - Amount | 135,000 | $ 84 | 134,916 | 135,000 | ||||
Stock Issued for Services - Shares | 84,375 | |||||||
Other comprehensive income | 451 | 451 | 451 | |||||
Elimination of remaining non-controlling interest equity on deconsolidation | (184,974) | (184,974) | ||||||
Net loss | (8,041,372) | (6,875,446) | (6,875,446) | (1,165,926) | ||||
Ending Balance - Amount at Dec. 31, 2016 | 3,166,140 | $ 12,864 | 74,355,645 | 0 | (71,202,369) | 3,166,140 | 0 | |
Ending Balance - Shares at Dec. 31, 2016 | 12,863,824 | |||||||
Cumulative-effect adjustment resulting from adoption of ASU 2016-09 | 0 | 27,908 | (27,908) | 0 | ||||
Vesting of JV related stock-based compensation | 22,317 | 22,317 | 22,317 | |||||
Series A preferred stock issued on conversion of related party note and accrued interest on June 30, 2017, net of stock issuance costs of $9,303 - Amount | 4,240,697 | 4,240,693 | 4,240,697 | $ 4 | ||||
Series A preferred stock issued on conversion of related party note and accrued interest on June 30, 2017, net of stock issuance costs of $9,303 - Shares | 4,250 | |||||||
Stock-based compensation | 1,270,203 | 1,270,203 | 1,270,203 | |||||
Stock options/warrant exercises - Amount | 3,978,336 | $ 1,046 | 3,977,290 | 3,978,336 | ||||
Stock options/warrant exercises - Shares | 1,045,719 | |||||||
Stock Issued - on vested RSUs - Amount | 0 | $ 51 | (51) | 0 | ||||
Stock Issued - on vested RSUs - Shares | 51,563 | |||||||
Stock Issued for Services - Amount | 142,499 | $ 60 | 142,439 | 142,499 | ||||
Stock Issued for Services - Shares | 60,316 | |||||||
Preferred stock dividends | (212,500) | (212,500) | (212,500) | |||||
Net loss | (2,515,106) | (2,515,106) | (2,515,106) | |||||
Ending Balance - Amount at Dec. 31, 2017 | $ 10,092,586 | $ 14,021 | $ 84,036,444 | $ 0 | $ (73,957,883) | $ 10,092,586 | $ 0 | $ 4 |
Ending Balance - Shares at Dec. 31, 2017 | 14,021,422 | 4,250 |
Consolidated Statements of Sha7
Consolidated Statements of Shareholders’ Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Series A Preferred Stock [Member] | |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 9,303 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (2,515,106) | $ (8,041,372) |
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities | ||
Depreciation | 338,682 | 368,102 |
Loss on disposal of property and equipment | 0 | 1,213 |
Stock-based compensation expense | 1,270,203 | 776,994 |
Stock issued for services | 106,874 | 135,000 |
Write off of deferred financing costs | 67,664 | 86,736 |
Amortization of debt discount | 155,996 | 218,394 |
Loss on deconsolidation of biologistex | 0 | 2,785,910 |
Loss from equity-method investment in SAVSU | 1,004,880 | 0 |
Amortization of deferred rent related to lease incentives | (126,998) | (126,997) |
Accretion and amortization on available for sale investments | 0 | 1,792 |
(Increase) Decrease in | ||
Accounts receivable, trade | 172,331 | (264,357) |
Inventories | (88,962) | (290,838) |
Prepaid expenses and other current assets | (180,663) | 73,255 |
Increase (Decrease) in | ||
Accounts payable | 20,580 | 233,482 |
Accrued compensation and other current liabilities | 293,743 | (410,151) |
Accrued interest | 152,143 | 97,857 |
Deferred rent | (66,245) | 27,989 |
Net cash provided by/(used in) operating activities | 605,122 | (4,326,991) |
Cash flows from investing activities | ||
Sales/maturities of available-for-sale investments | 0 | 1,650,000 |
Costs associated with internal use software development | 0 | (1,113,675) |
Purchase of property and equipment | (143,767) | (143,533) |
Net cash provided by/(used in) investing activities | (143,767) | 392,792 |
Cash flows from financing activities | ||
Proceeds from note payable to related party | 1,000,000 | 3,000,000 |
Proceeds from exercise of common stock options and warrants | 3,978,336 | 278,503 |
Payments on equipment loan | (13,081) | 0 |
Payments on capital lease obligation | (10,901) | 0 |
Payments related to preferred stock issuance | (9,303) | 0 |
Payments of preferred stock dividends | (106,250) | 0 |
Deferred costs paid related to potential stock issuance | (42,664) | (111,736) |
Net cash provided by financing activities | 4,796,137 | 3,166,767 |
Net increase/(decrease) in cash and cash equivalents | 5,257,492 | (767,432) |
Cash and cash equivalents - beginning of year | 1,405,826 | 2,173,258 |
Cash and cash equivalents - end of year | 6,663,318 | 1,405,826 |
Non-cash investing and financing activities | ||
Stock issued for services in prior period included in liabilities at year-end | 35,624 | 0 |
Capital lease obligations incurred for purchase of equipment | 52,327 | 0 |
Purchase of equipment with debt | 39,243 | 0 |
Debt discount related to warrants | 0 | 374,390 |
Deferred costs related to potential stock issuances not yet paid | 0 | 26,975 |
Purchase of property and equipment not yet paid | 22,003 | 0 |
Series A Preferred Stock [Member] | ||
Non-cash investing and financing activities | ||
Series A preferred stock dividends accrued not yet paid | 106,250 | 0 |
Preferred stock issued to convert related party note payable and accrued interest | $ 4,250,000 | $ 0 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Organization and Significant Accounting Policies | Organization and Significant Accounting Policies BioLife Solutions, Inc. (“BioLife,” “us,” “we,” “our,” or the “Company”) is a developer, manufacturer and marketer of proprietary clinical grade cell and tissue hypothermic storage and cryopreservation freeze media. Our proprietary HypoThermosol® and CryoStor® platform of solutions are highly valued in the biobanking, drug discovery, and regenerative medicine markets. Our biopreservation media products are serum-free and protein-free, fully defined, and are formulated to reduce preservation-induced cell damage and death. Our enabling technology provides commercial companies and clinical researchers significant improvement in shelf life and post-preservation viability and function of cells, tissues, and organs. Additionally, for our direct, distributor, and contract customers, we perform custom formulation, fill, and finish services. On December 31, 2016, we entered into a Contribution Agreement (the “Contribution Agreement”) with Savsu Technologies, LLC, a Delaware limited liability company (“STLLC”) and biologistex CCM, LLC, a Delaware limited liability company (“biologistex” or “SAVSU”). The closing of the transactions contemplated by the Contribution Agreement occurred on December 31, 2016 (the “Closing Date”), simultaneously with the entrance into the Contribution Agreement. biologistex is a joint venture entered into by the Company and STLLC in 2014 for the purpose of acquiring, developing, maintaining, owning, operating, leasing and selling an integrated platform of a cloud-based information service and precision thermal shipping products based on STLLC’s next generation EVO smart container shipment platform. Prior to the Closing Date, biologistex was owned 52 48 7 55 45 6,557,776 As a result of the Contribution Agreement, we deconsolidated the biologistex joint venture from our balance sheet on December 31, 2016 and began accounting for our investment in SAVSU using the equity method. We recognized a $ 2.8 0.1 2.2 5.0 30 50 On January 22, 2018, the Company and STLLC amended their arrangement with respect to SAVSU. As described in more detail below, in exchange for the Company’s agreement to terminate that certain Services Agreement, dated December 31, 2016 (the “Services Agreement”), between the Company and SAVSU relating to the provision of services by the Company to SAVSU in exchange initially for cash payments and thereafter for a portion of SAVSU’s future revenues, STLLC agreed to (i) revise a provision of that the Contribution Agreement, between the Company and STLLC eliminating the requirement that the Company transfer a portion of its equity of SAVSU to STLLC on December 31, 2018 and (ii) amend a provision of that certain Amended and Restated Operating Agreement of biologistex, dated December 31, 2016 (the “Operating Agreement”), reflecting the percentage of profits and losses that each of the Company and STLLC will share in of SAVSU. On January 22, 2018, in consideration of the Company’s agreement to terminate the Services Agreement, the Company and STLLC entered into Amendment No. 1 to Contribution Agreement (the “Contribution Agreement Amendment”) and Amendment to the Amended and Restated Operating Agreement of biologistex CCM, LLC (the “Operating Agreement Amendment”). Pursuant to the Contribution Agreement Amendment, the parties agreed to amend a provision in the Contribution Agreement that required the Company to transfer to STLLC a portion of its equity stake in SAVSU which would have reduced the Company’s ownership in SAVSU from 40% to 25% on December 31, 2018. As a result of the Contribution Agreement Amendment, the Company will now maintain a 35% ownership stake in SAVSU, subject to ordinary dilution. Pursuant to the Operating Agreement Amendment, the parties agreed to amend the profit sharing provision of the Operating Agreement. As a result of the Operating Agreement Amendment, the Company will receive 35% of the profits and losses of SAVSU, subject to ordinary dilution, moving forward. Prior to the Operating Agreement Amendment, the Company would have been entitled to receive 40% of the profits and losses of SAVSU for the fiscal year ended December 31, 2018 and would have been entitled to receive 25% of the profits and losses beginning January 1, 2019 and continuing thereafter. The consolidated statements of operations, comprehensive loss, shareholders equity, and cash flows for the year ended December 31, 2016 include the accounts of the Company and its previously majority-owned subsidiary, biologistex. All intercompany balances and transactions have been eliminated in consolidation. On December 31, 2016 we deconsolidated biologistex and began to report our ownership interest of biologistex using the equity method of accounting based on the fair value of our ownership interest in biologistex at the time of the The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period, excluding, unvested restricted stock outstanding during the period. Diluted earnings per share is calculated using the weighted average number of common shares outstanding plus dilutive common stock equivalents outstanding during the period. Common stock equivalents are excluded for the years ending December 31, 2017 and 2016 since the effect is anti-dilutive due to the Company’s net losses. Common stock equivalents include unvested restricted stock, stock options and warrants. 2017 2016 Basic and diluted weighted average common stock shares outstanding 13,263,881 12,642,996 Potentially dilutive securities excluded from loss per share computations: Common stock options 3,390,009 2,513,861 Common stock purchase warrants 6,688,849 7,603,141 Unvested Restricted Stock 237,926 98,439 Cash equivalents consist primarily of interest-bearing money market accounts. We consider all highly liquid debt instruments purchased with an initial maturity of three months or less to be cash equivalents. We maintain cash balances that may exceed federally insured limits. We do not believe that this results in any significant credit risk. We paid $ 37,926 Subsequent to the deconsolidation of biologistex on December 31, 2016, we account for our investment in SAVSU using the equity method of accounting. This method states that if the investment provides us the ability to exercise significant influence, but not control, over the investee, we account for the investment under the equity method. Significant influence is generally deemed to exist if the Company’s ownership interest in the voting stock of the investee ranges between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment is recorded at its initial carrying value in the consolidated balance sheet and is periodically adjusted for capital contributions, dividends received and our share of the investee’s earnings or losses together with other-than-temporary impairments which are recorded as a component of other income (expense), net in the consolidated statements of operations. For the year ended December 31, 2017, SAVSU’s net loss totaled $ 2.2 45 1.0 As of December 31, 2017, SAVSU had current assets and total assets of $ 0.6 3.3 0.2 0.5 3.2 Inventories represent biopreservation solutions, raw materials used to make biopreservation solutions and are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (“FIFO”) Accounts receivable are stated at principal amount, do not bear interest, and are generally unsecured. We provide an allowance for doubtful accounts based on an evaluation of customer account balances past due ninety days from the date of invoicing. Accounts considered uncollectible are charged against the established allowance. Property and equipment are stated at cost and are depreciated using the straight-line method over estimated useful lives of three to ten years. For our operating leases, we recognize rent expense on a straight-line basis over the terms of the leases and, accordingly, we record the difference between cash rent payments and the recognition of rent expense as a deferred rent liability. Landlord-funded leasehold improvements, to the extent the improvements are not landlord property upon lease termination, are also recorded as deferred rent liabilities and are amortized as a reduction of rent expense over the non-cancelable term of the related operating lease. We recognize product revenue, including shipping and handling charges billed to customers, upon shipment of product when title and risk of loss pass to customers. Shipping and handling costs are classified as part of cost of product sales. We may also receive fees from our contract manufacturing customers for validation of the manufacturing process. This typically occurs prior to production for those customers and revenue is recognized upon successful completion of all obligations related to the validation process. We account for income taxes using an asset and liability method which generally requires recognition of deferred tax assets and liabilities for the expected future tax effects of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are recognized for the future tax effects of differences between tax bases of assets and liabilities, and financial reporting amounts, based upon enacted tax laws and statutory rates applicable to the periods in which the differences are expected to affect taxable income. We evaluate the likelihood of realization of deferred tax assets and provide an allowance where, in management’s opinion, it is more likely than not that the asset will not be realized. We have not recorded any liabilities for uncertain tax positions or any related interest and penalties. Our tax returns are open to audit for years ending December 31, 2014 to 2017. Advertising costs are expensed as incurred and totaled $ 38,708 74,916 The principal balance of the note payable and related accrued interest approximates their fair value (determined based on level 3 inputs in the fair value hierarchy) because the interest rate of the note payable approximates market interest rates. As described above, our activities are directed in the life sciences field of biopreservation products and services. As of December 31, 2017, and 2016 this is the Company’s only operating unit and segment. In each of the years 2017 and 2016, we derived approximately 12 16 17 45 Research and development costs are expensed as incurred. We use the Black-Scholes option pricing model as our method of valuation for stock option awards. Restricted stock unit grants are valued at the fair value of our common stock on the date of grant. Share-based compensation expense is based on the value of the portion of the stock-based award that will vest during the period, adjusted for forfeitures. Our determination of the fair value of stock option awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected life of the award, expected stock price volatility over the term of the award and historical and projected exercise behaviors. The estimation of share-based awards that will ultimately vest requires judgment, and to the extent actual or updated results differ from our current estimates, such amounts will be recorded in the period estimates are revised. Although the fair value of stock option awards is determined in accordance with authoritative guidance, the Black-Scholes option pricing model requires the input of highly subjective assumptions and other reasonable assumptions could provide differing results. Share-based compensation expense is recognized ratably over the applicable requisite service period based on the fair value of such share-based awards on the grant date. Assumptions 2017 2016 Risk-free rate 2.12 % 1.51 % Annual rate of dividends Historical volatility 74 % 75 % Expected life 5.7 years 7.0 years The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. We do not anticipate declaring dividends in the foreseeable future. Volatility was based on historical data. We utilize the simplified method in determining option lives. The simplified method is used due to the fact that we have had significant structural changes in our business such that our historical exercise data may not provide a reasonable basis to estimate option lives. Our stock price volatility and option lives involve management’s best estimates at the time of such determination, all of which impact the fair value of the option calculated under the Black-Scholes model and, ultimately, the expense that will be recognized over the life of the option. Management adopted Financial Accounting Standards Board (“FASB”) Accounting Standard Update No. 2016-09 on January 1, 2017. Due to the adoption of ASU 2016-09 an accounting policy change was made to account for forfeitures as they occur and not estimated. As a result, we had a cumulative-effect adjustment to accumulated deficit and additional paid in capital of $ 27,908 8.1 In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15). The updated guidance clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. Adoption of ASU 2016-15 is required for fiscal reporting periods beginning after December 15, 2017, including interim reporting periods within those fiscal years with early adoption being permitted. We do not expect the adoption of ASU 2016-15 to have a material impact on our financial statements. In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU-2016-09). The updated guidance simplifies and changes how companies account for certain aspects of share-based payment awards to employees, including accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of certain items in the statement of cash flows. The Company adopted ASU-2016-09 at the beginning of the first quarter of 2017. Due to the adoption of ASU 2016-09 an accounting policy change was made to account for forfeitures as they occur and not estimated. No other material changes resulted from adopting ASU 2016-09. We used the modified retrospective method for this adoption. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases: Topic 842 (ASU 2016-02) that replaces existing lease guidance. The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet. Under the new guidance, leases will continue to be classified as either finance or operating, with classification affecting the pattern of expense recognition in the Statements of Operations. Lessor accounting is largely unchanged under ASU 2016-02. Adoption of ASU 2016-02 is required for fiscal reporting periods beginning after December 15, 2018, including interim reporting periods within those fiscal years with early adoption being permitted. The new standard is required to be applied with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. While the Company expects adoption of ASU 2016-02 to lead to a material increase in the assets and liabilities recorded on its Balance Sheet, the Company is still evaluating the overall impact on its financial statements. In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities: Topic 825 (ASU 2016-01). The updated guidance enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. Adoption of ASU 2016-01 is required for fiscal reporting periods beginning after December 15, 2017, including interim reporting periods within those fiscal years. The Company does not expect adoption of ASU 2016-01 to have a material impact on its financial statements. In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes: Topic 740 (ASU 2015-17). Current GAAP requires the deferred taxes for each jurisdiction to be presented as a net current asset or liability and net noncurrent asset or liability. This requires a jurisdiction-by-jurisdiction analysis based on the classification of the assets and liabilities to which the underlying temporary differences relate, or, in the case of loss or credit carryforwards, based on the period in which the attribute is expected to be realized. Any valuation allowance is then required to be allocated on a pro rata basis, by jurisdiction, between current and noncurrent deferred tax assets. The new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. The guidance does not change the existing requirement that only permits offsetting within a jurisdiction. The Company adopted ASU-2015-17 at the beginning of the first quarter of 2017 which had no significant impact on the financial statements as the net deferred tax assets are fully reserved. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory: Topic 330 (ASU 2015-11). Topic 330 previously required an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. ASU 2015-11 requires that inventory measured using either the first-in, first-out (FIFO) or average cost method be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company adopted ASU-2015-11 at the beginning of the first quarter of 2017 which had no significant impact on the financial statements. On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, Topic 606, requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The updated standard becomes effective for us in the first quarter of fiscal 2018. Based on our analysis thus far, we believe the impact of adopting the new guidance will be immaterial to our annual and interim financial statements. The Company will also be required to make additional disclosures under the new guidance. We continue to assess the impact on all areas of our revenue recognition, disclosure requirements, and changes that may be necessary to our internal controls over financial reporting. We will adopt this standard in the first quarter of 2018. With the exception of the new standards discussed above, there have been no new accounting pronouncements not yet effective that have significance, or potential significance, to our Financial Statements. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 2. Accumulated Other Comprehensive Loss 2017 2016 Beginning balance $ $ (451) Unrealized Gain on investments, current period 451 Ending balance $ $ |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 3. Fair Value Measurement In accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” (“ASC Topic 820”), the Company measures its cash and cash equivalents and short-term investments at fair value on a recurring basis. ASC Topic 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC Topic 820 establishes a three-tier value fair hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 Observable inputs other than quoted prices included in Level 1 for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3 Unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. As of December 31, 2017 and 2016, the Company does not have liabilities that are measured at fair value. As of December 31, 2017 Level 1 Level 2 Total Bank deposits $ 6,610,183 $ $ 6,610,183 Money market funds 53,135 53,135 Total Cash and cash equivalents $ 6,663,318 $ $ 6,663,318 As of December 31, 2016 Level 1 Level 2 Total Bank deposits $ 1,352,541 $ $ 1,352,541 Money market funds 53,285 53,285 Total Cash and cash equivalents $ 1,405,826 $ $ 1,405,826 The fair values of bank deposits and money market funds classified as Level 1 were derived from quoted market prices as active markets for these instruments exist. The Company has no Level 2 or Level 3 assets. The Company did not have any transfers between Level 1 and Level 2 of the fair value hierarchy during the years ended December 31, 2017 and 2016. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | 4. Inventories 2017 2016 Raw materials $ 582,816 $ 531,053 Work in progress 453,890 370,740 Finished goods 810,040 855,991 Total $ 1,846,746 $ 1,757,784 |
Deferred Rent
Deferred Rent | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Rent Disclosure [Abstract] | |
Deferred Rent | 5. Deferred Rent 2017 2016 Landlord-funded leasehold improvements $ 1,124,790 $ 1,124,790 Less accumulated amortization (629,525) (502,527) Total (current portion $130,216 at December 31, 2017 and 2016) 495,265 622,263 Straight line rent adjustment 127,158 193,403 Total deferred rent $ 622,423 $ 815,666 During the years ended December 31, 2017 and 2016, the Company recorded $ 126,998 126,997 In addition, during the year ended December 31, 2017, the company recorded a reduction of deferred rent of $ 66,245 27,989 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes 2017 2016 Federal tax (benefit) on consolidated net loss at statutory rate $ (855,136) $ (2,734,067) Change in valuation allowance (3,419,114) 38,090 Add back tax benefit on loss attributable to non-controlling interest in subsidiary 396,415 Book loss related to joint venture deconsolidation 900,910 Basis limited on joint venture loss 429,450 Basis difference related to investment in joint venture (110,114) 705,500 Return to provision (1,037,754) Discrete due to joint venture deconsolidation 245,854 Federal rate change true-up 5,421,298 Other 820 17,848 Benefit for income taxes, net $ $ 2017 2016 Deferred tax assets (liabilities) Net operating loss carryforwards $ 8,162,123 $ 11,956,967 Accrued compensation 31,844 35,249 Depreciation 42,688 46,975 Section 263a inventory adjustment 29,171 43,787 Stock-based compensation 688,148 765,928 Outside basis difference in joint venture (224,725) (705,500) Other 28,232 33,189 Total 8,757,481 12,176,595 Less: Valuation allowance (8,757,481) (12,176,595) Net deferred tax asset $ $ On December 22, 2017, “H.R.1”, known as the “Tax Cuts and Jobs Act”, was signed into law in the United States. Among other items, H.R.1 reduces the federal corporate tax rate to 21 35 5.4 The Company has the following net operating loss tax carryforwards available at December 31, 2017: Year of Expiration Net Operating 2018 $ 1,425,000 2019 1,234,000 2020 2,849,000 2021 4,168,000 2023 1,217,000 2024 646,000 2025 589,000 2026 873,000 2027 2,607,000 2028 2,512,000 2029 2,196,000 2030 1,232,000 2031 1,028,000 2032 437,000 2033 37,000 2034 6,409,000 2035 3,093,000 2036 4,995,000 2037 1,320,000 Total $ 38,867,000 Based on historical losses and potential future changes in the ownership of the Company, the utilization of such loss and tax credit carryforwards could be substantially limited. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Warrants | 7. Warrants Year Ended Year Ended December 31, 2017 December 31, 2016 Wtd. Avg. Wtd. Avg. Exercise Exercise Shares Price Shares Price Outstanding at beginning of year 7,603,141 $ 4.46 7,195,997 $ 4.60 Granted 550,000 1.75 Exercised (914,292) 4.18 (142,856) 0.84 Forfeited/Expired Outstanding and exercisable at end of year 6,688,849 $ 4.50 7,603,141 $ 4.46 On May 12, 2016, we issued 550,000 1.75 May 12, 2021 374,390 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | Stock-Based Compensation Stock Compensation Plans Our stock-based compensation programs are long-term retention programs that are intended to attract, retain and provide incentives for talented employees, officers and directors, and to align stockholder and employee interests. We have the following stock-based compensation plans and programs: During 1998, we adopted the 1998 Stock Option Plan (the “1998 Plan”). An aggregate of 285,714 714,285 7,142 Subsequent to the expiration of the 1998 Plan, the Company issued, outside of the 1998 Plan, non-incentive stock options for an aggregate of 1,243,584 665,105 During 2013, we adopted the 2013 Performance Incentive Plan (the “2013 Plan”), which allows us to grant options or restricted stock units to all employees, including executive officers, outside consultants and non-employee directors. An aggregate of 3.1 4.1 2,717,762 237,926 Issuance of Shares When options and warrants are exercised, it is the Company’s policy to issue new shares. Stock Option Activity Service Vesting-Based Stock Options The following is a summary of service vesting-based stock option activity under our stock option plans for 2017 and 2016, and the status of service vesting-based stock options outstanding at December 31, 2017 and 2016: Year Ended Year Ended December 31, 2017 December 31, 2016 Wtd. Avg. Wtd. Avg. Exercise Exercise Shares Price Shares Price Outstanding at beginning of year 2,513,861 $ 1.78 2,555,263 $ 1.80 Granted 155,000 2.93 739,000 1.80 Exercised (131,427) 1.17 (103,308) 1.22 Forfeited (52,932) 3.45 (469,856) 2.15 Expired - vested (94,490) 1.78 (207,238) 1.50 Outstanding at end of year 2,390,012 $ 1.85 2,513,861 $ 1.78 Stock options exercisable at year end 1,583,585 $ 1.72 1,329,392 $ 1.66 We recognized stock compensation expense of $ 611,705 612,440 service vesting-based service vesting-based 1.91 1.26 During the year ended December 31, 2017, service vesting-based options covering 131,427 91,817 103,308 51,302 service vesting-based Range of Number Outstanding at Weighted Average Weighted Average $ 0.49-$1.00 17,855 1.17 $ 0.60 $ 1.01-$1.50 645,108 2.75 $ 1.23 $ 1.51-$2.50 1,632,408 7.56 $ 1.93 $ 2.51-$8.60 94,641 7.89 $ 4.94 2,390,012 6.22 $ 1.85 The weighted average remaining contractual life of exercisable service vesting-based service vesting-based Performance-based Stock Options The Company’s Board of Directors implemented a Management Performance Bonus Plan for 2017. Based on achieving varying levels of specified revenue for the year ending December 31, 2017, up to 1,000,000 999,997 50 50 We recognized stock compensation expense of $ 509,005 Weighted average fair value of performance-based options granted was $ 1.02 4.0 509,000 1.0 Restricted Stock Year Ended Year Ended December 31, 2017 December 31, 2016 Wtd. Avg. Wtd. Avg. Grant Date Grant Date Shares Fair Value Shares Fair Value Outstanding at beginning of year 98,439 $ 1.90 $ Granted 207,350 1.76 200,000 1.90 Vested (51,563) 1.90 (84,894) 1.90 Forfeited (16,300) 1.76 (16,667) 1.90 Non-vested at end of year 237,926 $ 1.79 98,439 $ 1.90 The aggregate fair value of the awards granted during the years ended December 31, 2017 and 2016 364,936 and $ 380,000 154,219 $ 156,564 We recognized stock compensation expense of $ 149,494 and $ 164,554 344,279 unrecognized compensation costs related to restricted stock awards. We expect to recognize those costs 2.6 Year Ended 2017 2016 Research and development costs $ 236,972 $ 151,849 Sales and marketing costs 230,461 176,878 General and administrative costs 638,346 426,035 Cost of product sales 164,424 2,794 Joint venture restructuring charges 19,438 Total $ 1,270,203 $ 776,994 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Leases We lease approximately 30,000 58,000 Year Ending December 31 2018 $ 704,000 2019 718,000 2020 733,000 2021 433,000 Total $ 2,588,000 Rental expense for this facility lease for the years ended December 31, 2017 and 2016 totaled $ 755,387 832,110 Employment agreements We have employment agreements with our Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, Vice President of Operations, Vice President of Marketing, and Vice President of Sales. None of these employment agreements is for a definitive period, but rather each will continue indefinitely until terminated in accordance with its terms. The agreements provide for a base annual salary, payable in monthly (or shorter) installments. In addition, the agreement with the Chief Executive Officer provides for incentive bonuses at the discretion of the Board of Directors. Under certain conditions and for certain of these officers, we may be required to pay additional amounts upon terminating the officer or upon the officer resigning for good reason. Litigation From time to time, the Company is subject to various legal proceedings that arise in the ordinary course of business, none of which are currently material to the Company’s business. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Preferred Stock | Preferred Stock On June 30, 2017, we modified our existing credit facility with WAVI, a principal stockholder of the Company. Pursuant to the modification, WAVI agreed to exchange its existing credit facility, including $4.25 million of principal and accrued interest outstanding as of June 1, 2017, for 4,250 4.25 10 106,250 |
Organization and Significant 19
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Business | Business BioLife Solutions, Inc. (“BioLife,” “us,” “we,” “our,” or the “Company”) is a developer, manufacturer and marketer of proprietary clinical grade cell and tissue hypothermic storage and cryopreservation freeze media. Our proprietary HypoThermosol® and CryoStor® platform of solutions are highly valued in the biobanking, drug discovery, and regenerative medicine markets. Our biopreservation media products are serum-free and protein-free, fully defined, and are formulated to reduce preservation-induced cell damage and death. Our enabling technology provides commercial companies and clinical researchers significant improvement in shelf life and post-preservation viability and function of cells, tissues, and organs. Additionally, for our direct, distributor, and contract customers, we perform custom formulation, fill, and finish services. |
Recent Developments | Restructuring of biologistex On December 31, 2016, we entered into a Contribution Agreement (the “Contribution Agreement”) with Savsu Technologies, LLC, a Delaware limited liability company (“STLLC”) and biologistex CCM, LLC, a Delaware limited liability company (“biologistex” or “SAVSU”). The closing of the transactions contemplated by the Contribution Agreement occurred on December 31, 2016 (the “Closing Date”), simultaneously with the entrance into the Contribution Agreement. biologistex is a joint venture entered into by the Company and STLLC in 2014 for the purpose of acquiring, developing, maintaining, owning, operating, leasing and selling an integrated platform of a cloud-based information service and precision thermal shipping products based on STLLC’s next generation EVO smart container shipment platform. Prior to the Closing Date, biologistex was owned 52 48 7 55 45 6,557,776 As a result of the Contribution Agreement, we deconsolidated the biologistex joint venture from our balance sheet on December 31, 2016 and began accounting for our investment in SAVSU using the equity method. We recognized a $ 2.8 0.1 2.2 5.0 30 50 On January 22, 2018, the Company and STLLC amended their arrangement with respect to SAVSU. As described in more detail below, in exchange for the Company’s agreement to terminate that certain Services Agreement, dated December 31, 2016 (the “Services Agreement”), between the Company and SAVSU relating to the provision of services by the Company to SAVSU in exchange initially for cash payments and thereafter for a portion of SAVSU’s future revenues, STLLC agreed to (i) revise a provision of that the Contribution Agreement, between the Company and STLLC eliminating the requirement that the Company transfer a portion of its equity of SAVSU to STLLC on December 31, 2018 and (ii) amend a provision of that certain Amended and Restated Operating Agreement of biologistex, dated December 31, 2016 (the “Operating Agreement”), reflecting the percentage of profits and losses that each of the Company and STLLC will share in of SAVSU. On January 22, 2018, in consideration of the Company’s agreement to terminate the Services Agreement, the Company and STLLC entered into Amendment No. 1 to Contribution Agreement (the “Contribution Agreement Amendment”) and Amendment to the Amended and Restated Operating Agreement of biologistex CCM, LLC (the “Operating Agreement Amendment”). Pursuant to the Contribution Agreement Amendment, the parties agreed to amend a provision in the Contribution Agreement that required the Company to transfer to STLLC a portion of its equity stake in SAVSU which would have reduced the Company’s ownership in SAVSU from 40% to 25% on December 31, 2018. As a result of the Contribution Agreement Amendment, the Company will now maintain a 35% ownership stake in SAVSU, subject to ordinary dilution. Pursuant to the Operating Agreement Amendment, the parties agreed to amend the profit sharing provision of the Operating Agreement. As a result of the Operating Agreement Amendment, the Company will receive 35% of the profits and losses of SAVSU, subject to ordinary dilution, moving forward. Prior to the Operating Agreement Amendment, the Company would have been entitled to receive 40% of the profits and losses of SAVSU for the fiscal year ended December 31, 2018 and would have been entitled to receive 25% of the profits and losses beginning January 1, 2019 and continuing thereafter. |
Principles of Consolidation | The consolidated statements of operations, comprehensive loss, shareholders equity, and cash flows for the year ended December 31, 2016 include the accounts of the Company and its previously majority-owned subsidiary, biologistex. All intercompany balances and transactions have been eliminated in consolidation. On December 31, 2016 we deconsolidated biologistex and began to report our ownership interest of biologistex using the equity method of accounting based on the fair value of our ownership interest in biologistex at the time of the |
Use of estimates | Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Net loss per share | Net loss per share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period, excluding, unvested restricted stock outstanding during the period. Diluted earnings per share is calculated using the weighted average number of common shares outstanding plus dilutive common stock equivalents outstanding during the period. Common stock equivalents are excluded for the years ending December 31, 2017 and 2016 since the effect is anti-dilutive due to the Company’s net losses. Common stock equivalents include unvested restricted stock, stock options and warrants. 2017 2016 Basic and diluted weighted average common stock shares outstanding 13,263,881 12,642,996 Potentially dilutive securities excluded from loss per share computations: Common stock options 3,390,009 2,513,861 Common stock purchase warrants 6,688,849 7,603,141 Unvested Restricted Stock 237,926 98,439 |
Cash and cash equivalents | Cash equivalents consist primarily of interest-bearing money market accounts. We consider all highly liquid debt instruments purchased with an initial maturity of three months or less to be cash equivalents. We maintain cash balances that may exceed federally insured limits. We do not believe that this results in any significant credit risk. We paid $ 37,926 |
Equity Method Investments | Equity Method Investments Subsequent to the deconsolidation of biologistex on December 31, 2016, we account for our investment in SAVSU using the equity method of accounting. This method states that if the investment provides us the ability to exercise significant influence, but not control, over the investee, we account for the investment under the equity method. Significant influence is generally deemed to exist if the Company’s ownership interest in the voting stock of the investee ranges between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment is recorded at its initial carrying value in the consolidated balance sheet and is periodically adjusted for capital contributions, dividends received and our share of the investee’s earnings or losses together with other-than-temporary impairments which are recorded as a component of other income (expense), net in the consolidated statements of operations. For the year ended December 31, 2017, SAVSU’s net loss totaled $ 2.2 45 1.0 As of December 31, 2017, SAVSU had current assets and total assets of $ 0.6 3.3 0.2 0.5 3.2 |
Inventories | Inventories represent biopreservation solutions, raw materials used to make biopreservation solutions and are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (“FIFO”) |
Accounts receivable | Accounts receivable Accounts receivable are stated at principal amount, do not bear interest, and are generally unsecured. We provide an allowance for doubtful accounts based on an evaluation of customer account balances past due ninety days from the date of invoicing. Accounts considered uncollectible are charged against the established allowance. |
Property and equipment | Property and equipment Property and equipment are stated at cost and are depreciated using the straight-line method over estimated useful lives of three to ten years. |
Lessee Leases | For our operating leases, we recognize rent expense on a straight-line basis over the terms of the leases and, accordingly, we record the difference between cash rent payments and the recognition of rent expense as a deferred rent liability. Landlord-funded leasehold improvements, to the extent the improvements are not landlord property upon lease termination, are also recorded as deferred rent liabilities and are amortized as a reduction of rent expense over the non-cancelable term of the related operating lease. |
Revenue recognition | Revenue recognition We recognize product revenue, including shipping and handling charges billed to customers, upon shipment of product when title and risk of loss pass to customers. Shipping and handling costs are classified as part of cost of product sales. We may also receive fees from our contract manufacturing customers for validation of the manufacturing process. This typically occurs prior to production for those customers and revenue is recognized upon successful completion of all obligations related to the validation process. |
Income taxes | Income taxes We account for income taxes using an asset and liability method which generally requires recognition of deferred tax assets and liabilities for the expected future tax effects of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are recognized for the future tax effects of differences between tax bases of assets and liabilities, and financial reporting amounts, based upon enacted tax laws and statutory rates applicable to the periods in which the differences are expected to affect taxable income. We evaluate the likelihood of realization of deferred tax assets and provide an allowance where, in management’s opinion, it is more likely than not that the asset will not be realized. We have not recorded any liabilities for uncertain tax positions or any related interest and penalties. Our tax returns are open to audit for years ending December 31, 2014 to 2017. |
Advertising | Advertising Advertising costs are expensed as incurred and totaled $ 38,708 74,916 |
Fair value of financial instruments | Fair value of financial instruments The principal balance of the note payable and related accrued interest approximates their fair value (determined based on level 3 inputs in the fair value hierarchy) because the interest rate of the note payable approximates market interest rates. |
Operating segments | Operating segments As described above, our activities are directed in the life sciences field of biopreservation products and services. As of December 31, 2017, and 2016 this is the Company’s only operating unit and segment. |
Concentrations of credit risk and business risk | Concentrations of credit risk and business risk In each of the years 2017 and 2016, we derived approximately 12 16 17 45 |
Research and development | Research and development Research and development costs are expensed as incurred. |
Stock-based compensation | We use the Black-Scholes option pricing model as our method of valuation for stock option awards. Restricted stock unit grants are valued at the fair value of our common stock on the date of grant. Share-based compensation expense is based on the value of the portion of the stock-based award that will vest during the period, adjusted for forfeitures. Our determination of the fair value of stock option awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected life of the award, expected stock price volatility over the term of the award and historical and projected exercise behaviors. The estimation of share-based awards that will ultimately vest requires judgment, and to the extent actual or updated results differ from our current estimates, such amounts will be recorded in the period estimates are revised. Although the fair value of stock option awards is determined in accordance with authoritative guidance, the Black-Scholes option pricing model requires the input of highly subjective assumptions and other reasonable assumptions could provide differing results. Share-based compensation expense is recognized ratably over the applicable requisite service period based on the fair value of such share-based awards on the grant date. Assumptions 2017 2016 Risk-free rate 2.12 % 1.51 % Annual rate of dividends Historical volatility 74 % 75 % Expected life 5.7 years 7.0 years The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. We do not anticipate declaring dividends in the foreseeable future. Volatility was based on historical data. We utilize the simplified method in determining option lives. The simplified method is used due to the fact that we have had significant structural changes in our business such that our historical exercise data may not provide a reasonable basis to estimate option lives. Our stock price volatility and option lives involve management’s best estimates at the time of such determination, all of which impact the fair value of the option calculated under the Black-Scholes model and, ultimately, the expense that will be recognized over the life of the option. Management adopted Financial Accounting Standards Board (“FASB”) Accounting Standard Update No. 2016-09 on January 1, 2017. Due to the adoption of ASU 2016-09 an accounting policy change was made to account for forfeitures as they occur and not estimated. As a result, we had a cumulative-effect adjustment to accumulated deficit and additional paid in capital of $ 27,908 8.1 |
Recent Accounting Pronouncements | Recent accounting pronouncements In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15). The updated guidance clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. Adoption of ASU 2016-15 is required for fiscal reporting periods beginning after December 15, 2017, including interim reporting periods within those fiscal years with early adoption being permitted. We do not expect the adoption of ASU 2016-15 to have a material impact on our financial statements. In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU-2016-09). The updated guidance simplifies and changes how companies account for certain aspects of share-based payment awards to employees, including accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of certain items in the statement of cash flows. The Company adopted ASU-2016-09 at the beginning of the first quarter of 2017. Due to the adoption of ASU 2016-09 an accounting policy change was made to account for forfeitures as they occur and not estimated. No other material changes resulted from adopting ASU 2016-09. We used the modified retrospective method for this adoption. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases: Topic 842 (ASU 2016-02) that replaces existing lease guidance. The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet. Under the new guidance, leases will continue to be classified as either finance or operating, with classification affecting the pattern of expense recognition in the Statements of Operations. Lessor accounting is largely unchanged under ASU 2016-02. Adoption of ASU 2016-02 is required for fiscal reporting periods beginning after December 15, 2018, including interim reporting periods within those fiscal years with early adoption being permitted. The new standard is required to be applied with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. While the Company expects adoption of ASU 2016-02 to lead to a material increase in the assets and liabilities recorded on its Balance Sheet, the Company is still evaluating the overall impact on its financial statements. In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities: Topic 825 (ASU 2016-01). The updated guidance enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. Adoption of ASU 2016-01 is required for fiscal reporting periods beginning after December 15, 2017, including interim reporting periods within those fiscal years. The Company does not expect adoption of ASU 2016-01 to have a material impact on its financial statements. In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes: Topic 740 (ASU 2015-17). Current GAAP requires the deferred taxes for each jurisdiction to be presented as a net current asset or liability and net noncurrent asset or liability. This requires a jurisdiction-by-jurisdiction analysis based on the classification of the assets and liabilities to which the underlying temporary differences relate, or, in the case of loss or credit carryforwards, based on the period in which the attribute is expected to be realized. Any valuation allowance is then required to be allocated on a pro rata basis, by jurisdiction, between current and noncurrent deferred tax assets. The new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. The guidance does not change the existing requirement that only permits offsetting within a jurisdiction. The Company adopted ASU-2015-17 at the beginning of the first quarter of 2017 which had no significant impact on the financial statements as the net deferred tax assets are fully reserved. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory: Topic 330 (ASU 2015-11). Topic 330 previously required an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. ASU 2015-11 requires that inventory measured using either the first-in, first-out (FIFO) or average cost method be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company adopted ASU-2015-11 at the beginning of the first quarter of 2017 which had no significant impact on the financial statements. On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, Topic 606, requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The updated standard becomes effective for us in the first quarter of fiscal 2018. Based on our analysis thus far, we believe the impact of adopting the new guidance will be immaterial to our annual and interim financial statements. The Company will also be required to make additional disclosures under the new guidance. We continue to assess the impact on all areas of our revenue recognition, disclosure requirements, and changes that may be necessary to our internal controls over financial reporting. We will adopt this standard in the first quarter of 2018. With the exception of the new standards discussed above, there have been no new accounting pronouncements not yet effective that have significance, or potential significance, to our Financial Statements. |
Organization and Significant 20
Organization and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Potentially dilutive securities | Basic weighted average common shares outstanding, and the potentially dilutive securities excluded from loss per share computations because they are antidilutive, are as follows for the years ended December 31, 2017 and 2016: 2017 2016 Basic and diluted weighted average common stock shares outstanding 13,263,881 12,642,996 Potentially dilutive securities excluded from loss per share computations: Common stock options 3,390,009 2,513,861 Common stock purchase warrants 6,688,849 7,603,141 Unvested Restricted Stock 237,926 98,439 |
Schedule of weighted-average assumptions | The fair value of options at the date of grant is determined under the Black-Scholes option pricing model. During the years ended December 31, 2017 and 2016, the following weighted-average assumptions were used: Assumptions 2017 2016 Risk-free rate 2.12 % 1.51 % Annual rate of dividends Historical volatility 74 % 75 % Expected life 5.7 years 7.0 years |
Accumulated Other Comprehensi21
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Loss | The following table shows the changes in Accumulated Other Comprehensive Loss by component for the years ended December 31, 2017 and 2016: 2017 2016 Beginning balance $ $ (451) Unrealized Gain on investments, current period 451 Ending balance $ $ |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Assets Measured on Recurring Basis | The following tables set forth the Company’s assets measured at fair value on a recurring basis as of December 31, 2017 and December 31, 2016, based on the three-tier fair value hierarchy: As of December 31, 2017 Level 1 Level 2 Total Bank deposits $ 6,610,183 $ $ 6,610,183 Money market funds 53,135 53,135 Total Cash and cash equivalents $ 6,663,318 $ $ 6,663,318 As of December 31, 2016 Level 1 Level 2 Total Bank deposits $ 1,352,541 $ $ 1,352,541 Money market funds 53,285 53,285 Total Cash and cash equivalents $ 1,405,826 $ $ 1,405,826 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consist of the following at December 31, 2017 and 2016: 2017 2016 Raw materials $ 582,816 $ 531,053 Work in progress 453,890 370,740 Finished goods 810,040 855,991 Total $ 1,846,746 $ 1,757,784 |
Deferred Rent (Tables)
Deferred Rent (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Rent Disclosure [Abstract] | |
Deferred rent | Deferred rent consists of the following at December 31, 2017 and 2016: 2017 2016 Landlord-funded leasehold improvements $ 1,124,790 $ 1,124,790 Less accumulated amortization (629,525) (502,527) Total (current portion $130,216 at December 31, 2017 and 2016) 495,265 622,263 Straight line rent adjustment 127,158 193,403 Total deferred rent $ 622,423 $ 815,666 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income tax reconciliation | Income tax benefit reconciled to tax calculated at statutory rates is as follows: 2017 2016 Federal tax (benefit) on consolidated net loss at statutory rate $ (855,136) $ (2,734,067) Change in valuation allowance (3,419,114) 38,090 Add back tax benefit on loss attributable to non-controlling interest in subsidiary 396,415 Book loss related to joint venture deconsolidation 900,910 Basis limited on joint venture loss 429,450 Basis difference related to investment in joint venture (110,114) 705,500 Return to provision (1,037,754) Discrete due to joint venture deconsolidation 245,854 Federal rate change true-up 5,421,298 Other 820 17,848 Benefit for income taxes, net $ $ |
Deferred taxes | At December 31, 2017 and 2016, the components of the Company’s deferred taxes are as follows: 2017 2016 Deferred tax assets (liabilities) Net operating loss carryforwards $ 8,162,123 $ 11,956,967 Accrued compensation 31,844 35,249 Depreciation 42,688 46,975 Section 263a inventory adjustment 29,171 43,787 Stock-based compensation 688,148 765,928 Outside basis difference in joint venture (224,725) (705,500) Other 28,232 33,189 Total 8,757,481 12,176,595 Less: Valuation allowance (8,757,481) (12,176,595) Net deferred tax asset $ $ |
Operating loss tax carryforwards | The Company has the following net operating loss tax carryforwards available at December 31, 2017: Year of Expiration Net Operating 2018 $ 1,425,000 2019 1,234,000 2020 2,849,000 2021 4,168,000 2023 1,217,000 2024 646,000 2025 589,000 2026 873,000 2027 2,607,000 2028 2,512,000 2029 2,196,000 2030 1,232,000 2031 1,028,000 2032 437,000 2033 37,000 2034 6,409,000 2035 3,093,000 2036 4,995,000 2037 1,320,000 Total $ 38,867,000 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Warrants | The following table summarizes warrant activity for the years ended December 31, 2017 and 2016: Year Ended Year Ended December 31, 2017 December 31, 2016 Wtd. Avg. Wtd. Avg. Exercise Exercise Shares Price Shares Price Outstanding at beginning of year 7,603,141 $ 4.46 7,195,997 $ 4.60 Granted 550,000 1.75 Exercised (914,292) 4.18 (142,856) 0.84 Forfeited/Expired Outstanding and exercisable at end of year 6,688,849 $ 4.50 7,603,141 $ 4.46 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of stock option activity | Year Ended Year Ended December 31, 2017 December 31, 2016 Wtd. Avg. Wtd. Avg. Exercise Exercise Shares Price Shares Price Outstanding at beginning of year 2,513,861 $ 1.78 2,555,263 $ 1.80 Granted 155,000 2.93 739,000 1.80 Exercised (131,427) 1.17 (103,308) 1.22 Forfeited (52,932) 3.45 (469,856) 2.15 Expired - vested (94,490) 1.78 (207,238) 1.50 Outstanding at end of year 2,390,012 $ 1.85 2,513,861 $ 1.78 Stock options exercisable at year end 1,583,585 $ 1.72 1,329,392 $ 1.66 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | The following table summarizes information about service vesting-based Range of Number Outstanding at Weighted Average Weighted Average $ 0.49-$1.00 17,855 1.17 $ 0.60 $ 1.01-$1.50 645,108 2.75 $ 1.23 $ 1.51-$2.50 1,632,408 7.56 $ 1.93 $ 2.51-$8.60 94,641 7.89 $ 4.94 2,390,012 6.22 $ 1.85 |
Weighted average assumptions of share based payment | The following is a summary of unvested restricted stock activity for 2017 and 2016, and the status of unvested restricted stock outstanding at December 31, 2017 and 2016: Year Ended Year Ended December 31, 2017 December 31, 2016 Wtd. Avg. Wtd. Avg. Grant Date Grant Date Shares Fair Value Shares Fair Value Outstanding at beginning of year 98,439 $ 1.90 $ Granted 207,350 1.76 200,000 1.90 Vested (51,563) 1.90 (84,894) 1.90 Forfeited (16,300) 1.76 (16,667) 1.90 Non-vested at end of year 237,926 $ 1.79 98,439 $ 1.90 |
Stock compensation expense | We recorded total stock compensation expense for the years ended December 31, 2017 and 2016, as follows: Year Ended 2017 2016 Research and development costs $ 236,972 $ 151,849 Sales and marketing costs 230,461 176,878 General and administrative costs 638,346 426,035 Cost of product sales 164,424 2,794 Joint venture restructuring charges 19,438 Total $ 1,270,203 $ 776,994 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | The following is a schedule of future minimum lease payments required under the facility leases as of December 31, 2017: Year Ending December 31 2018 $ 704,000 2019 718,000 2020 733,000 2021 433,000 Total $ 2,588,000 |
Organization and Significant 29
Organization and Significant Accounting Policies (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Basic and diluted weighted average common stock shares outstanding | 13,263,881 | 12,642,996 |
Common stock options | ||
Shares | 3,390,009 | 2,513,861 |
Warrant [Member] | ||
Shares | 6,688,849 | 7,603,141 |
Unvested Restricted Stock | ||
Shares | 237,926 | 98,439 |
Organization and Significant 30
Organization and Significant Accounting Policies (Details 1) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free rate | 2.12% | 1.51% |
Annual rate of dividends | 0.00% | 0.00% |
Historical volatility | 74.00% | 75.00% |
Expected life | 5 years 8 months 12 days | 7 years |
Organization and Significant 31
Organization and Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 29, 2014 | |
Advertising Expense | $ 38,708 | $ 74,916 | |
Deconsolidation, Gain (Loss), Amount | 0 | (2,785,910) | |
Interest Expense | 190,069 | 100,000 | |
Loss from Equity Method Investments | (1,004,880) | 0 | |
Total Loss | (2,515,106) | (8,041,372) | |
Cumulative Effect on Retained Earnings, Net of Tax | 27,908 | ||
Interest Paid | 37,926 | $ 0 | |
Estimated Forfeiture Rate | 8.10% | ||
Minimum [Member] | |||
Fair Value Inputs, Discount Rate | 30.00% | ||
Maximum [Member] | |||
Fair Value Inputs, Discount Rate | 50.00% | ||
Biologistex [Member] | |||
Long-term Line of Credit | $ 6,557,776 | ||
Parent Company [Member] | Biologistex [Member] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 55.00% | ||
Savsu [Member] | |||
Equity Method Investment, Ownership Percentage | 52.00% | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 48.00% | ||
Equity Method Investment, Summarized Financial Information, Current Assets | 600,000 | $ 500,000 | |
Equity Method Investment, Summarized Financial Information, Assets | 3,300,000 | $ 3,200,000 | |
Loss from Equity Method Investments | 1,000,000 | ||
Total Loss | 2,200,000 | ||
Equity Method Investment, Summarized Financial Information, Liabilities | $ 200,000 | ||
Savsu [Member] | Restated Biologistex Operating Agreement [Member] | |||
Equity Method Investment, Ownership Percentage | 45.00% | ||
Decrease in Ownership Percentage | 7.00% | ||
Biologistex Joint Venture [Member] | |||
Gain on Derecognizing Assets, Liability and Equity | $ 2,200,000 | ||
Deconsolidation, Gain (Loss), Amount | 2,800,000 | ||
Deconsolidation, Revaluation of Retained Investment, Gain (Loss), Amount | $ 5,000,000 | ||
Custmer One [Member] | |||
Revenue from customers located in foreign countries | 16.00% | 17.00% | |
Sales Revenue, Net [Member] | Custmer One [Member] | |||
Concentration Risk, Percentage | 12.00% | 12.00% | |
Accounts Receivable [Member] | Three Customer [Member] | |||
Concentration Risk, Percentage | 45.00% | ||
Accounts Receivable [Member] | Two Customer [Member] | |||
Concentration Risk, Percentage | 41.00% |
Accumulated Other Comprehensi32
Accumulated Other Comprehensive Loss (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | $ 0 | $ (451) |
Unrealized Gain on Investments, Current Period | 0 | 451 |
Ending balance | $ 0 | $ 0 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Bank deposits | $ 6,610,183 | $ 1,352,541 |
Money market funds | 53,135 | 53,285 |
Total Cash and cash equivalents | 6,663,318 | 1,405,826 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Bank deposits | 6,610,183 | 1,352,541 |
Money market funds | 53,135 | 53,285 |
Total Cash and cash equivalents | 6,663,318 | 1,405,826 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Bank deposits | 0 | 0 |
Money market funds | 0 | 0 |
Total Cash and cash equivalents | $ 0 | $ 0 |
Inventories (Details)
Inventories (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Raw materials | $ 582,816 | $ 531,053 |
Work in progress | 453,890 | 370,740 |
Finished goods | 810,040 | 855,991 |
Total | $ 1,846,746 | $ 1,757,784 |
Deferred Rent (Details)
Deferred Rent (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Rent [Line Items] | ||
Landlord-funded leasehold improvements | $ 1,124,790 | $ 1,124,790 |
Less accumulated amortization | (629,525) | (502,527) |
Total | 495,265 | 622,263 |
Straight line rent adjustment | 127,158 | 193,403 |
Total deferred rent | $ 622,423 | $ 815,666 |
Deferred Rent (Details Narrativ
Deferred Rent (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred Rent [Line Items] | ||
Deferred Rent Amortization | $ 126,998 | $ 126,997 |
Increase (Decrease) in Deferred Liabilities | $ (66,245) | $ 27,989 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Federal tax (benefit) on consolidated net loss at statutory rate | $ (855,136) | $ (2,734,067) |
Change in valuation allowance | (3,419,114) | 38,090 |
Add back tax benefit on loss attributable to non-controlling interest in subsidiary | 0 | 396,415 |
Book loss related to joint venture deconsolidation | 0 | 900,910 |
Basis limited on joint venture loss | 0 | 429,450 |
Basis difference related to investment in joint venture | (110,114) | 705,500 |
Return to provision | (1,037,754) | 0 |
Discrete due to joint venture deconsolidation | 0 | 245,854 |
Federal rate change true-up | 5,421,298 | 0 |
Other | 820 | 17,848 |
Benefit for income taxes, net | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets (liabilities) | ||
Net operating loss carryforwards | $ 8,162,123 | $ 11,956,967 |
Accrued compensation | 31,844 | 35,249 |
Depreciation | 42,688 | 46,975 |
Section 263a inventory adjustment | 29,171 | 43,787 |
Stock-based compensation | 688,148 | 765,928 |
Outside basis difference in joint venture | (224,725) | (705,500) |
Other | 28,232 | 33,189 |
Total | 8,757,481 | 12,176,595 |
Less: Valuation allowance | (8,757,481) | (12,176,595) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Net Operating Losses | $ 38,867,000 |
Year 1 [Member] | |
Year of expiration | Jan. 1, 2018 |
Net Operating Losses | $ 1,425,000 |
Year 2 [Member] | |
Year of expiration | Jan. 1, 2019 |
Net Operating Losses | $ 1,234,000 |
Year 3 [Member] | |
Year of expiration | Jan. 1, 2020 |
Net Operating Losses | $ 2,849,000 |
Year 4 [Member] | |
Year of expiration | Jan. 1, 2021 |
Net Operating Losses | $ 4,168,000 |
Year 5 [Member] | |
Year of expiration | Jan. 1, 2023 |
Net Operating Losses | $ 1,217,000 |
Year 6 [Member] | |
Year of expiration | Jan. 1, 2024 |
Net Operating Losses | $ 646,000 |
Year 7 [Member] | |
Year of expiration | Jan. 1, 2025 |
Net Operating Losses | $ 589,000 |
Year 8 [Member] | |
Year of expiration | Jan. 1, 2026 |
Net Operating Losses | $ 873,000 |
Year 9 [Member] | |
Year of expiration | Jan. 1, 2027 |
Net Operating Losses | $ 2,607,000 |
Year 10 [Member] | |
Year of expiration | Jan. 1, 2028 |
Net Operating Losses | $ 2,512,000 |
Year 11 [Member] | |
Year of expiration | Jan. 1, 2029 |
Net Operating Losses | $ 2,196,000 |
Year 12 [Member] | |
Year of expiration | Jan. 1, 2030 |
Net Operating Losses | $ 1,232,000 |
Year 13 [Member] | |
Year of expiration | Jan. 1, 2031 |
Net Operating Losses | $ 1,028,000 |
Year 14 [Member] | |
Year of expiration | Jan. 1, 2032 |
Net Operating Losses | $ 437,000 |
Year 15 [Member] | |
Year of expiration | Jan. 1, 2033 |
Net Operating Losses | $ 37,000 |
Year 16 [Member] | |
Year of expiration | Jan. 1, 2034 |
Net Operating Losses | $ 6,409,000 |
Year 17 [Member] | |
Year of expiration | Jan. 1, 2035 |
Net Operating Losses | $ 3,093,000 |
Year 18 [Member] | |
Year of expiration | Jan. 1, 2036 |
Net Operating Losses | $ 4,995,000 |
Year 19 [Member] | |
Year of expiration | Jan. 1, 2037 |
Net Operating Losses | $ 1,320,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | ||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | $ 5,421,298 | $ 0 | |
Scenario, Plan [Member] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
Warrants (Details)
Warrants (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Shares | ||
Outstanding at beginning of year | 7,603,141 | 7,195,997 |
Granted | 0 | 550,000 |
Exercised | (914,292) | (142,856) |
Forfeited/Expired | 0 | 0 |
Outstanding and exercisable at end of year | 6,688,849 | 7,603,141 |
Wtd. Avg. Exercise Price | ||
Outstanding | $ 4.46 | $ 4.60 |
Granted | 0 | 1.75 |
Exercised | 4.18 | 0.84 |
Forfeited/Expired | 0 | 0 |
Outstanding | $ 4.50 | $ 4.46 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | May 12, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Warrant or Right [Line Items] | |||
warrants issued | 550,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.75 | ||
Outstanding Warrants Expiration Dates | May 12, 2021 | ||
Debt Issuance Costs Incurred During Noncash or Partial Noncash Transaction | $ 374,390 | $ 0 | $ 374,390 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - Common stock options | 12 Months Ended | |
Dec. 31, 2017$ / sharesshares | Dec. 31, 2016$ / sharesshares | |
Options | ||
Outstanding at beginning of year | shares | 2,513,861 | 2,555,263 |
Granted | shares | 155,000 | 739,000 |
Exercised | shares | (131,427) | (103,308) |
Forfeited | shares | (52,932) | (469,856) |
Expired | shares | (94,490) | (207,238) |
Outstanding at end of year | shares | 2,390,012 | 2,513,861 |
Stock options exercisable at year end | shares | 1,583,585 | 1,329,392 |
Wtd. Avg. Exercise Price | ||
Outstanding | $ / shares | $ 1.78 | $ 1.80 |
Granted | $ / shares | 2.93 | 1.80 |
Exercised | $ / shares | 1.17 | 1.22 |
Forfeited | $ / shares | 3.45 | 2.15 |
Expired | $ / shares | 1.78 | 1.50 |
Outstanding | $ / shares | 1.85 | 1.78 |
Stock options exercisable at September 30, 2017 | $ / shares | $ 1.72 | $ 1.66 |
Stock-Based Compensation (Det44
Stock-Based Compensation (Details 1) - Employee Stock Option [Member] | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number Outstanding at December 31, 2017 | shares | 2,390,012 |
Weighted Average Remaining Contractual Life | 6 years 2 months 19 days |
Weighted Average Exercise Price | $ / shares | $ 1.85 |
Price Range 1 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number Outstanding at December 31, 2017 | shares | 17,855 |
Weighted Average Remaining Contractual Life | 1 year 2 months 1 day |
Weighted Average Exercise Price | $ / shares | $ 0.60 |
Price Range 2 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number Outstanding at December 31, 2017 | shares | 645,108 |
Weighted Average Remaining Contractual Life | 2 years 9 months |
Weighted Average Exercise Price | $ / shares | $ 1.23 |
Price Range 3 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number Outstanding at December 31, 2017 | shares | 1,632,408 |
Weighted Average Remaining Contractual Life | 7 years 6 months 22 days |
Weighted Average Exercise Price | $ / shares | $ 1.93 |
Price Range 4 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number Outstanding at December 31, 2017 | shares | 94,641 |
Weighted Average Remaining Contractual Life | 7 years 10 months 20 days |
Weighted Average Exercise Price | $ / shares | $ 4.94 |
Stock-Based Compensation (Det45
Stock-Based Compensation (Details 2) - Restricted Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Restricted Shares, Outstanding at beginning of year | 98,439 | 0 |
Number of Restricted Shares, Granted | 207,350 | 200,000 |
Number of Restricted Shares, Vested | (51,563) | (84,894) |
Number of Restricted Shares, Forfeited | (16,300) | (16,667) |
Number of Restricted Shares, Outstanding at end of year | 237,926 | 98,439 |
Grant-Date Fair Value, Outstanding at beginning of year | $ 1.9 | $ 0 |
Grant-Date Fair Value, Granted | 1.76 | 1.90 |
Grant-Date Fair Value, Vested | 1.9 | 1.90 |
Grant-Date Fair Value, Forfeited | 1.76 | 1.90 |
Grant-Date Fair Value, Outstanding at end of year | $ 1.79 | $ 1.9 |
Stock-Based Compensation (Det46
Stock-Based Compensation (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total Share Based Compensation | $ 1,270,203 | $ 776,994 |
Research and development costs | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total Share Based Compensation | 236,972 | 151,849 |
Sales and marketing costs | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total Share Based Compensation | 230,461 | 176,878 |
General and administrative costs | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total Share Based Compensation | 638,346 | 426,035 |
Cost of product sales | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total Share Based Compensation | 164,424 | 2,794 |
Joint Venture Restructuring Charges | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total Share Based Compensation | $ 0 | $ 19,438 |
Stock-Based Compensation (Det47
Stock-Based Compensation (Details Narrative) - USD ($) | Mar. 08, 2019 | Mar. 08, 2018 | Feb. 27, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Apr. 30, 2017 | Dec. 31, 2013 | Sep. 30, 2005 | Dec. 31, 1998 |
Stock or Unit Option Plan Expense | $ 611,705 | $ 612,440 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 91,817 | $ 51,302 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.91 | $ 1.26 | ||||||||
Employee Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 6 years 2 months 19 days | |||||||||
Stock option/warrant exercises - Shares | 131,427 | 103,308 | ||||||||
Non-Incentive Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 665,105 | 665,105 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,243,584 | |||||||||
Performance Incentive Plan 2013 [Member] | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 4,100,000 | 3,100,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 2,717,762 | 2,717,762 | ||||||||
Stock Option Plan 1998 [Member] | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 714,285 | 285,714 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 7,142 | 7,142 | ||||||||
Management Performance Bonus Plan [Member] | ||||||||||
Stock or Unit Option Plan Expense | $ 509,005 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.02 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 1 year | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The options have an exercise price of $1.64, and if revenue levels are met, vest 50% on the release of the Company’s audited financial statements for 2017, and 50% one year thereafter. If the minimum performance targets are not achieved, no options will vest. | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,000,000 | 1,000,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 1.64 | $ 1.64 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 509,000 | $ 509,000 | ||||||||
Management Performance Bonus Plan [Member] | Scenario, Forecast [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | 50.00% | ||||||||
Management Performance Bonus Plan [Member] | Subsequent Event [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 999,997 | |||||||||
Restricted Stock [Member] | ||||||||||
Aggregate Fair Value of Awards Granted | 364,936 | $ 380,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 154,219 | 156,564 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | $ 344,279 | $ 344,279 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 7 months 6 days | |||||||||
Restricted Stock or Unit Expense | $ 149,494 | $ 164,554 | ||||||||
Restricted Stock [Member] | Performance Incentive Plan 2013 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 237,926 | 237,926 |
Commitments and Contingencies48
Commitments and Contingencies (Details) | Dec. 31, 2017USD ($) |
Schedule of future minimum lease payments required | |
2,018 | $ 704,000 |
2,019 | 718,000 |
2,020 | 733,000 |
2,021 | 433,000 |
Total | $ 2,588,000 |
Commitments and Contingencies49
Commitments and Contingencies (Details Narrative) | 12 Months Ended | |
Dec. 31, 2017USD ($)ft² | Dec. 31, 2016USD ($) | |
Loss Contingencies [Line Items] | ||
Rental expense | $ 755,387 | $ 832,110 |
Area of Land | ft² | 30,000 | |
Lease Expiration Date | Jul. 31, 2021 | |
Monthly Base Rent Expense | $ 58,000 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Preferred Stock, Dividend Rate, Percentage | 10.00% | |
Dividends Payable, Current | $ 106,250 | |
Series A Preferred Stock [Member] | ||
Debt Conversion, Converted Instrument, Amount | $ 4,250,000 | $ 0 |
Debt Conversion, Converted Instrument, Shares Issued | 4,250 |