Vericel (VCEL) 10-Q 7 Nov 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 04, 2016
Document and Entity Information
Entity Registrant Name	Vericel Corp
Entity Central Index Key	887,359
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		24,107,116
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash	$ 8,880	$ 14,581
Accounts receivable (net of allowance for doubtful accounts of $97 and $68, respectively)	7,871	10,919
Inventory	3,607	1,379
Other current assets	741	464
Total current assets	21,099	27,343
Property and equipment, net	4,215	4,049
Intangible assets, net	2,708	2,917
Total assets	28,022	34,309
Current liabilities:
Accounts payable	5,467	7,588
Accrued expenses	3,398	3,603
Revolving and term loan credit agreement, net of deferred costs of $433	5,566	0
Warrant liabilities	658	757
Short-term deferred rent	232	118
Other	39	42
Total current liabilities	15,360	12,108
Long-term deferred rent	1,227	0
Long term debt	42	71
Total liabilities	16,629	12,179
COMMITMENTS AND CONTINGENCIES (Note 13)
Shareholders' equity:
Common stock, no par value; shares authorized — 75,000; shares issued and outstanding — 22,745 and 23,789, respectively	310,208	307,766
Treasury stock — 1,250 shares	(3,150)	(3,150)
Warrants	190	0
Accumulated deficit	337,394	324,025
Total shareholders’ equity	11,393	22,130
Total liabilities and shareholders’ equity	28,022	34,309
Series A Non-voting Convertible Preferred Stock
Shareholders' equity:
Series B-2 voting convertible preferred stock, no par value: shares authorized and reserved — 39, shares issued and outstanding — 12	3,150	3,150
Series B Non-voting Convertible Preferred Stock
Shareholders' equity:
Series B-2 voting convertible preferred stock, no par value: shares authorized and reserved — 39, shares issued and outstanding — 12	$ 38,389	$ 38,389

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Allowance for doubtful accounts	$ 96	$ 68
Par value of common stock (in dollars per share)	$ 0	$ 0
Common Stock, shares authorized	75,000	75,000
Common Stock, shares issued	22,745	22,745
Common Stock, shares outstanding	23,786	23,786
Deferred financing costs	$ 244	$ 0
Convertible Preferred Stock
Par value of convertible preferred stock (in dollars per share)	$ 0	$ 0
Convertible preferred stock, shares authorized	39	39
Convertible preferred stock, shares reserved	39	39
Convertible preferred stock, shares issued	12	12
Convertible preferred stock, shares outstanding	12	12

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenues:
Product sales	$ 10,929	$ 11,309	$ 37,860	$ 35,748
Total revenues	10,929	11,309	37,860	35,748
Costs and expenses:
Cost of product sales	6,856	6,772	20,716	19,241
Gross profit	4,073	4,537	17,144	16,507
Research and development	3,443	3,740	11,037	11,486
Selling, general and administrative	7,010	5,674	19,463	16,735
Total operating expenses	10,453	9,414	30,500	28,221
Loss from operations	(6,380)	(4,877)	(13,356)	(11,714)
Other income (expense):
Decrease (increase) in fair value of warrants	(203)	461	99	256
Foreign currency translation (loss) gain	(6)	(5)	(17)	5
Interest income	0	7	7	29
Interest expense	(86)	(2)	(92)	(6)
Other (income) expense	0	0	(10)	0
Total other income (expense)	(295)	461	(13)	284
Net loss	$ (6,675)	$ (4,416)	$ (13,369)	$ (11,430)
Net loss per share attributable to common shareholders (Basic and Diluted) (see note 11)	$ (0.38)	$ (0.26)	$ (0.84)	$ (0.69)
Weighted average number of common shares outstanding (Basic and Diluted)	22,744	23,788	22,678	23,786

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Operating activities:
Net loss	$ (13,369)	$ (11,430)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization	1,393	1,182
Stock compensation expense	1,973	2,188
Change in fair value of warrants	(99)	(256)
Inventory provision	98	621
Asset retirement obligation	0	(267)
Deferred rent expense	438	0
Tenant improvement reimbursement	898	0
Foreign currency translation loss	17	5
Gain on sales of fixed assets	0	(35)
Changes in operating assets and liabilities:
Inventory	(2,325)	(339)
Accounts receivable	3,048	552
Other current assets	(278)	521
Accounts payable	(2,173)	(899)
Accrued expenses	(205)	(1,109)
Other non-current assets and liabilities, net	0	(43)
Net cash used for operating activities	(10,584)	(9,309)
Investing activities:
Expenditures for property, plant and equipment	(1,314)	(2,330)
Other	0	35
Net cash used in investing activities	(1,314)	(2,295)
Financing activities:
Net proceeds from issuance of common stock	469	11
Deferred financing costs	(244)	0
Borrowings under revolving credit agreement and term loan	8,400	0
Repayments of short-term debt	(2,400)	0
Payments on long-term debt	(28)	(26)
Net cash provided by (used in) financing activities	6,197	(15)
Net decrease in cash	(5,701)	(11,619)
Cash at beginning of period	14,581	30,343
Cash at end of period	8,880	18,724
Supplemental cash flow information
Additions to equipment in process included in accounts payable	36	65
Warrants issued in connection with debt arrangement	190
Interest paid, net of interest capitalized	$ 73	$ 0

ORGANIZATION

ORGANIZATION	9 Months Ended
	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	Organization Vericel Corporation, a Michigan corporation, which was formerly known as Aastrom Biosciences, Inc. (the Company, Vericel, we, us or our), was incorporated in March 1989 and began employee-based operations in 1991. On May 30, 2014, Vericel completed the acquisition of certain assets and assumed certain liabilities of Sanofi, a French société anonyme (Sanofi), including all of the outstanding equity interests of Genzyme Biosurgery ApS (Genzyme Denmark or the Danish subsidiary) (now known as Vericel Denmark ApS), a wholly-owned subsidiary of Sanofi, and over 250 patent applications of Sanofi and certain of its subsidiaries for purposes of acquiring the portion of the cell therapy and regenerative medicine business (the CTRM Business), which researches, develops, manufactures, markets and sells the Carticel ® , MACI ® , and Epicel ® products. The Company is a fully integrated, commercial-stage biopharmaceutical company dedicated to the identification, development and commercialization of innovative therapies that enable the body to repair and regenerate damaged tissues and organs to restore normal structure and function. Vericel has marketed products as well as developmental stage product candidates and the Company’s goal is to become the leader in cell therapy and regenerative medicine by developing, manufacturing and marketing best-in-class therapies for patients with significant unmet medical needs. The Company operates its business primarily in the U.S. in one reportable segment — the research, product development, manufacture and distribution of patient-specific, expanded cellular therapies for use in the treatment of specific diseases. Successful future operations are subject to several technical hurdles and risk factors, including satisfactory product development, timely initiation and completion of clinical trials, regulatory approval and market acceptance of the Company’s products.

BASIS OF PRESENTATION

BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2016
BASIS OF PRESENTATION
BASIS OF PRESENTATION	Basis of Presentation The condensed consolidated financial statements included herein have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC). The preparation of condensed consolidated financial statements in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP) requires management to make estimates, judgments, and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. The financial statements reflect, in the opinion of management, all adjustments (consisting only of normal, recurring adjustments) necessary to state fairly the financial position and results of operations as of and for the periods indicated. The results of operations for the three and nine months ended September 30, 2016 , are not necessarily indicative of the results to be expected for the full year or for any other period. The September 30, 2016 condensed consolidated balance sheet data was derived from the Company’s audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015 , as filed with the SEC on March 14, 2016 (Annual Report). The consolidated financial statements include the accounts of Vericel and its wholly-owned subsidiaries, Marrow Donation, LLC, located in San Diego, California, and Vericel Denmark ApS, in Kastrup, Demark (collectively, the Company). All inter-company transactions and accounts have been eliminated in consolidation. Aastrom Biosciences GmbH ceased operations in 2014 and Marrow Donation, LLC and Vericel Denmark ApS ceased operations in 2015. Net Product Sales On June 30, 2016, the Company terminated the agreement with its exclusive distributor for substantially all of its Carticel sales by reducing the scope of our agreement with this distributor. Prior to June 30, 2016, the distributor purchased and took title to Carticel upon shipment of the product and assumed credit and collection risk. The distributor worked with the payers on behalf of patients and surgeons to ensure medical coverage and to obtain reimbursement for Carticel implantation procedures. The Company retained all responsibility for shipment of the product to the surgical suite. Effective July 1, 2016, the Company transitioned to a direct sales model whereby the Company retains credit and collection risk from the end customer. The Company's new provider, Dohmen Life Science Services, LLC (DLSS) provides a similar patient support services as the previous distributor but does not purchase and take title to Carticel. The Company recognizes product revenues from sales of Carticel upon delivery to patients as long as (i) there is persuasive evidence that an arrangement exists between ourselves and the customer, (ii) collectability is reasonably assured and (iii) the price is fixed or determinable. Prior authorization or confirmation of coverage level by the patient’s private insurance plan, hospital or government payer is a prerequisite to the shipment of product to a patient. The Company's net product revenues are calculated by estimating expected payments for insurance, hospital or patient payments at the time it recognizes the gross revenue. The estimates are updated on a recurring basis as new information becomes available.

RECENT ACCOUNTING PRONOUNCEMENT

RECENT ACCOUNTING PRONOUNCEMENTS	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
RECENT ACCOUNTING PRONOUNCEMENTS	Accounting Pronouncements Revenue Recognition In May 2014, the Financial Accounting Standards Board (FASB) issued authoritative guidance requiring entities to apply a new model for recognizing revenue from contracts with customers and the reporting of principal versus agent considerations. The guidance will supersede the current revenue recognition guidance and require entities to evaluate their revenue recognition arrangements using a five step model to determine when a customer obtains control of a transferred good or service. The guidance is currently effective for annual reporting periods beginning after December 15, 2017 and may be adopted using a full or modified retrospective application. The Company is currently in the process of evaluating its revenue arrangements under the issued guidance and has not yet determined the impact to its consolidated financial statements. Going Concern Assessment The FASB has issued authoritative guidance for management on how to assess whether substantial doubt exists regarding an entity’s ability to continue as a going concern and guidance on how to prepare related footnote disclosures. The guidance will require management to evaluate whether there are conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern for one year from the date the financial statements are issued. The guidance is effective for annual reporting periods beginning after December 15, 2016. The Company is currently reviewing the potential impact of adopting the new guidance. Presentation and Subsequent Measurement of Debt Issuance Costs The FASB issued guidance which requires entities to present debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of that debt liability. For debt issuance costs related to line-of-credit arrangements, companies are able to defer and present debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The guidance was effective for annual reporting periods beginning after December 15, 2015 and the Company adopted the guidance as of March 31, 2016 and for future periods. Accounting for Leases The FASB issued guidance to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In accordance with the updated guidance, lessees are required to recognize the assets and liabilities arising from operating leases on the balance sheet. The guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within 2018. The Company is currently reviewing the potential impact of adopting the new guidance. Share-based Payment Accounting The FASB issued guidance to simplify the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new standard will be effective for us on January 1, 2017. We are currently evaluating the potential impact that this standard may have on our financial position, results of operations and statement of cash flows. Statement of Cash Flows Presentation The FASB issued guidance to address diversity in practice with respect to how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The updated guidance addresses eight specific cash flow issues with the objective of reducing the existing diversity that occurs in practice. The guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within 2017. The Company is currently reviewing the potential impact of adopting the new guidance.

SELECTED BALANCE SHEET COMPONEN

SELECTED BALANCE SHEET COMPONENTS	9 Months Ended
	Sep. 30, 2016
Balance Sheet Related Disclosures [Abstract]
SELECTED BALANCE SHEET COMPONENTS	Selected Balance Sheet Components Inventory as of September 30, 2016 and December 31, 2015 : (In thousands) September 30, 2016 December 31, 2015 Raw materials $ 3,214 $ 1,228 Work-in-process 373 131 Finished goods 20 20 Inventory $ 3,607 $ 1,379 Property and equipment, net as of September 30, 2016 and December 31, 2015 : (In thousands) September 30, 2016 December 31, 2015 Machinery and equipment $ 3,207 $ 3,280 Furniture, fixtures and office equipment 931 931 Computer equipment and software 2,674 2,662 Leasehold improvements 3,319 2,393 Construction in process 810 421 Total property and equipment, gross 10,941 9,687 Less: Accumulated depreciation (6,726 ) (5,638 ) $ 4,215 $ 4,049 The leasehold improvements include $0.9 million of tenant reimbursed improvements to our cleanrooms to replace a rooftop air handler unit. The leasehold improvement is accounted for as a lease incentive under lease accounting guidance. Depreciation expense for the three and nine months ended September 30, 2016 was $0.4 million and $1.2 million , respectively, compared to $0.4 million and $1.0 million , respectively, for the same periods in 2015. Intangible assets, net as of September 30, 2016 and December 31, 2015 : (In thousands) September 30, 2016 December 31, 2015 Commercial rights $ 3,360 $ 3,360 Less: accumulated amortization $ (652 ) $ (443 ) $ 2,708 $ 2,917 The calculated value of the commercial rights intangible assets are amortized using the straight line method over an estimated useful life of 12 years . Amortization expense for both the three and nine months ended September 30, 2016 and 2015 was $0.1 million and $0.2 million , respectively. Estimated future amortization expense is as follows: Calendar Years Ending December 31, (In thousands) 2016 $ 70 2017 280 2018 280 2019 280 2020 280 Thereafter 1,518 Total $ 2,708 Accrued expenses as of September 30, 2016 and December 31, 2015 : (In thousands) September 30, 2016 December 31, 2015 Bonus related compensation $ 1,615 $ 1,956 Employee related accruals 1,759 1,341 Accrued expenses 24 306 $ 3,398 $ 3,603

STOCK PURCHASE WARRANTS

STOCK PURCHASE WARRANTS	9 Months Ended
	Sep. 30, 2016
Warrants and Rights Note Disclosure [Abstract]
STOCK PURCHASE WARRANTS	Stock Purchase Warrants The Company has historically issued warrants to purchase shares of the Company’s common stock in connection with certain of its common stock offerings and in September 2016 the Company issued warrants in connection with the updated debt agreement (September 2016 Warrants) discussed in note 6. The warrants issued in August 2013 (August 2013 Warrants) include anti-dilution price protection provisions that could require cash settlement of the warrants and accordingly requiring the warrants to be recorded as liabilities of the Company at the estimated fair value at the date of issuance, with changes in estimated fair value recorded as income or expense (non-cash) in the Company’s statement of operations in each subsequent period. The September 2016 Warrants meet the requirements for equity classification. The following table describes the outstanding warrants: August 2013 September 2016 Warrants Exercise price $4.80 $2.48 Expiration date August 16, 2018 September 9, 2022 Total shares issuable on exercise 724,950 117,074 On September 9, 2016, the Company issued 117,074 warrants to two holders in conjunction with the loan agreement described in note 6. The initial valuation of the September 2016 Warrants was recorded as debt issuance costs and is being amortized over the remaining life of the loan agreement to interest expense. The September 2016 Warrants are treated as equity instruments recorded at fair value with no subsequent remeasurement. Pursuant to the warrants, the holders may exercise their warrants for an aggregate of 117,074 shares of the Company’s common stock. The fair value of the warrants described in the table above is measured using the Black-Scholes valuation model. Inherent in the Black-Scholes valuation model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero . See further detail in note 8 of the condensed consolidated financial statements. The assumptions used by the Company are summarized in the following tables: August 2013 Warrants September 30, 2016 December 31, 2015 Closing stock price $ 2.80 $ 2.58 Expected dividend rate — % — % Expected stock price volatility 90.0 % 91.4 % Risk-free interest rate 0.8 % 1.3 % Expected life (years) 1.88 2.63 September 2016 Warrants September 9, 2016 Closing stock price $ 2.20 Expected dividend rate — % Expected stock price volatility 89.8 % Risk-free interest rate 1.4 % Expected life (years) 6.00

DEBT

DEBT	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
DEBT	Debt On March 8, 2016, the Company entered into a $15.0 million debt financing with Silicon Valley Bank (SVB) which on September 9, 2016, was replaced by an expanded term loan and revolving line of credit agreement with SVB and MidCap Financial Services, or MidCap, which together provide access to up to $20 million . The updated debt financing consists of a $4.0 million term loan which was drawn at the closing, a $4.0 million term loan which must be drawn by March 31, 2017, a $2.0 million term loan available upon the FDA's approval of the MACI BLA and up to $10.0 million of a revolving line of credit. The term loans are interest only (indexed to Wall Street Journal (WSJ) Prime plus 5.00% ) until September 1, 2017 followed by 36 equal monthly payments of principal plus interest maturing September 9, 2020. The revolving credit is limited to a borrowing base calculated using eligible accounts receivable and maturing September 9, 2020 with an interest rate indexed to WSJ Prime plus 1.25% . Monthly, the Company must remain in compliance with a minimum net revenue covenant (determined in accordance with GAAP), measured on a trailing twelve month basis. SVB and MidCap have a shared first priority perfected security interest in all assets of the Company other than intellectual property. As of September 30, 2016 , there was an outstanding balance of $4.0 million under the term loan and $2.0 million under the revolving line of credit, both recorded in current liabilities. The remaining capacity under the revolving line of credit as of September 30, 2016 was $4.3 million and we were, and continue to be, in compliance with our financial and non-financial debt covenants. In addition, warrants were issued in conjunction with the debt agreement as discussed in note 5. In determining whether the debt replacement is to be accounted for as a debt extinguishment or a debt modification, the Company considered whether creditors remained the same or changed and whether the changes in debt terms are substantial. After performing the assessment in accordance with accounting guidance for the modification of debt arrangements, this transaction was determined to be accounted for as a debt modification. As a result, the unamortized deferred financing costs now include $0.1 million from the original issue costs and lender fees and $0.3 million , in new issue costs, lender fees and warrant issuance costs which will be deferred over the life of the new debt arrangement.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	9 Months Ended
	Sep. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
STOCK-BASED COMPENSATION	Stock-based Compensation Stock Option and Equity Incentive Plans The Company can issue nonqualified and incentive stock options as well as other equity awards pursuant to its Second Amended and Restated 2009 Omnibus Incentive Plan (Option Plan). Such awards pursuant to the Option Plan may be granted by the Company’s Board of Directors to certain of the Company’s employees, directors and consultants. During the three and nine months ended September 30, 2016 , the Company granted 13,800 and 1,086,030 service-based options to purchase common stock, respectively. The options were granted with exercise prices equal to the fair market value of the Company’s stock at the grant date, and other than those granted to non-employee directors, vest over four years , under a graded-vesting methodology, following the date of grant, and expire after ten years . The Company issues new shares upon the exercise of stock options. The weighted average grant-date fair value of service-based options granted under the Option Plan during the three and nine month periods ended September 30, 2016 was $1.77 and $2.15 , respectively for 2016 and $2.26 and $2.23 , respectively for the same periods in 2015. The net compensation expense recorded for the service-based stock options related to employees and directors was $0.6 million and $1.8 million for the three and nine months ended September 30, 2016 , respectively, and $0.6 million and $2.2 million for the three and nine months ended September 30, 2015 , respectively. The compensation cost includes forfeiture adjustments. The fair value of each service-based stock option grant for the reported periods is estimated on the date of the grant using the Black-Scholes option-pricing model using the weighted average assumptions noted in the following table. Nine Months Ended September 30, Service-Based Stock Options 2016 2015 Expected dividend rate — % — % Expected stock price volatility 78.7 – 92.2% 77.6 – 88.1% Risk-free interest rate 1.1 – 1.8% 1.5 – 2.0% Expected life (years) 5.5 – 6.3 5.5 – 6.3 The following table summarizes the activity for service-based stock options for the indicated periods: Service-Based Stock Options Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2015 2,523,400 $ 6.36 8.7 $ 5,000 Granted 1,086,030 $ 3.02 Exercised 39,231 $ 3.06 $ 76,827 Expired 79,963 $ 34.98 Forfeited 126,631 $ 3.80 Outstanding at September 30, 2016 3,363,605 $ 4.73 8.4 $ 471,219 Exercisable at September 30, 2016 1,129,664 $ 7.83 7.8 $ 49,148 As of September 30, 2016 there was approximately $2.9 million of total unrecognized compensation cost related to non-vested service-based stock options granted under the Option Plan. That cost is expected to be recognized over a weighted-average period of 2.9 years. The total fair value of options vested during the three and nine months ended September 30, 2016 and 2015 was $0.6 million and $1.6 million , respectively, and $0.4 million and $1.3 million , respectively. Employee Stock Purchase Plan Employees are able to purchase stock under the Vericel Corporation Employee Stock Purchase Plan (ESPP), which was implemented effective October 1, 2015. Participation in this plan is available to substantially all employees. Compensation expense is recorded based on the fair market value of the purchase options at the grant date, which corresponds to the first day of each purchase period and is amortized over the purchase period. On October 3, 2016, employees purchased 62,000 shares resulting in proceeds from the sale of common stock of $0.1 million under the ESPP. The total share-based compensation expense for the ESPP for the three and nine months ended September 30, 2016 was less than $0.1 million and $0.2 million , respectively.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2016
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	Fair Value Measurements The Company’s fair value measurements are classified and disclosed in one of the following three categories: • Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and • Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The following table summarizes the valuation of the Company’s investments and financial instruments that are measured at fair value on a recurring basis: September 30, 2016 December 31, 2015 Fair value measurement category Fair value measurement category (In thousands) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Liabilities: Warrant liabilities $ 658 $ — $ 658 $ — $ 757 $ — $ 757 $ — The following table summarizes the change in the estimated fair value of the Company’s warrant liabilities: Warrant Liabilities (In thousands) Balance at December 31, 2015 $ 757 Decrease in fair value (99 ) Balance at September 30, 2016 $ 658

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2016
Stockholders' Equity Note [Abstract]
SHAREHOLDERS' EQUITY	Shareholders' Equity On January 21, 2014, the Company entered into a purchase agreement (Purchase Agreement), together with a registration rights agreement, for the sale of up to $15.0 million of shares of its common stock to Lincoln Park Capital Fund, LLC (Lincoln Park), subject to certain limitations, from time to time over a 30 months period, which began on April 3, 2014 and ends on November 1, 2016. The Company may direct Lincoln Park, at its sole discretion, to purchase up to 50,000 shares of common stock in regular purchases, increasing to amounts of up to 100,000 shares depending upon the closing sale price of the common stock. In addition, the Company may direct Lincoln Park to purchase additional amounts as accelerated purchases if on the date of a regular purchase the closing sale price of the common stock equals or exceeds $3.00 per share. The purchase price of shares of common stock related to the future funding will be based on the prevailing market prices of such shares at the time of sales (or over a period of up to 10 business days leading up to such time), but in no event will shares be sold to Lincoln Park on a day the common stock closing price is less than the floor price of $2.50 , subject to adjustment. The Company controls the timing and amount of any sales of common stock to Lincoln Park. The Company’s sales of shares of common stock to Lincoln Park under the Purchase Agreement are limited to no more than the number of shares that would result in the beneficial ownership by Lincoln Park and its affiliates, at any single point in time, of more than 9.99% of the then outstanding shares of the common stock. The remaining capacity under this agreement is $11.2 million as of September 30, 2016 . No shares were issued in 2015. In October 2016, 50,000 shares were purchased by Lincoln Park for $0.1 million . Treasury Stock On December 23, 2015 Stonepine Capital, LLC (Stonepine) exchanged 1,250,000 shares of the Company's common stock held by Stonepine for 1,250 shares of Series A Convertible Preferred Stock. The common stock transferred from Stonepine to the Company during the share exchange is reserved as treasury shares. The value transferred to Series A Convertible Preferred Stock of $3.2 million is equal to the fair market value of the common stock as of December 23, 2015. See further discussion in note 10 of the condensed consolidated financial statements.

PREFERRED STOCK

PREFERRED STOCK	9 Months Ended
	Sep. 30, 2016
Equity [Abstract]
PREFERRED STOCK	Preferred Stock Series B Convertible Preferred Stock In 2012, the Company completed the sale of 12,308 shares of Series B-1 Non-Voting Convertible Preferred Stock (Series B-1 preferred stock) at an offering price of $3,250 per share. In addition to the Series B-1 preferred stock, which was issued at the closing, the Company also authorized Series B-2 Voting Convertible Preferred Stock (Series B-2 preferred stock). The Series B-1 preferred stock and Series B-2 preferred stock collectively are referred to as the Series B preferred stock. The Series B preferred stock is convertible, at the option of the holder thereof at any time after the 5 years anniversary of the closing of the offering, (the Conversion date) into shares of common stock, at a conversion ratio of one share of preferred stock for fifty shares of common stock. At any time after the Conversion date, the Company may elect to convert any or all outstanding shares of Series B preferred stock into shares of common stock, subject to certain limitations. Stock dividends on the Series B preferred stock will be cumulative and compound daily, at a rate of 11.5% per annum, payable upon conversion, liquidation, redemption or other similar events, and payable in cash or Series B-1 preferred stock until the Conversion date. As of September 30, 2016 , there are approximately 424,723 shares of accumulated but undeclared Series B-1 Stock dividends. Unless prohibited by Michigan law governing distributions to shareholders, the Series B-1 preferred stock shall be redeemable at the option of holder of the Series B-1 preferred stock commencing at any time after the Conversion date, liquidation, winding up, dissolution or other similar events, subject to certain terms and limitations. In 2013, the Company amended the Series B preferred stock agreement to remove the cash redemption provision, modify the liquidation preferences for the Series B-2 preferred stock and to increase the redemption price for the Series B-1 preferred stock. The redemption price, prior to the five years anniversary, is now equal to $7,430 multiplied by the number of Series B-1 preferred shares redeemed minus the Company’s closing stock price multiplied by the number of common shares into which the outstanding Series B-2 preferred stock are convertible. The redemption price, after the five years anniversary, is the amount equal to the greater of the Series B offering price plus accrued dividends or the conversion value in common stock. As a result of the amendment to the agreement, the total amount of $38.4 million Series B preferred stock is classified in shareholders’ equity. Series A Convertible Preferred Stock On December 18, 2015, the Company entered into a Securities Exchange Agreement (Exchange Agreement) with Stonepine pursuant to which Stonepine exchanged an aggregate of 1,250,000 shares of its common stock for 1,250 shares of the Company’s Series A Convertible Preferred Stock (the Exchange). The Exchange closed on December 23, 2015. In connection with the Exchange, the Company designated 1,250 shares of its authorized and unissued preferred stock as Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible into 1,000 shares of its common stock at any time at the holder’s option. The holder, however, will be prohibited from converting Series A Convertible Preferred Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 9.99% of the shares of the Company's common stock then issued and outstanding or, upon such holder’s written election, 14.99% of the shares of the Company's common stock then issued and outstanding. In the event of our liquidation, dissolution, or winding up, holders of Series A Convertible Preferred Stock will receive a payment equal to any declared but unpaid dividends before any proceeds are distributed to the holders of common stock, after any proceeds are distributed to the holder of our Series B-1 Non-Voting Convertible Preferred Stock and Series B-2 Voting Convertible Preferred Stock (together, the Series B Convertible Preferred Stock) and pari passu with any distributions to the holders of the Company's common stock. Shares of Series A Convertible Preferred Stock have no voting rights, except as required by law and except where the consent of holders of a majority of the outstanding Series A Convertible Preferred Stock would be required to amend the terms of the Series A Convertible Preferred Stock. Shares of Series A Convertible Preferred Stock are entitled to receive dividends at the same time as the shares of Common Stock.

NET LOSS PER COMMON SHARE

NET LOSS PER COMMON SHARE	9 Months Ended
	Sep. 30, 2016
Earnings Per Share [Abstract]
NET LOSS PER COMMON SHARE	Net Loss Per Common Share Basic earnings (loss) per share is calculated using the two-class method, which is an earnings allocation formula that determines earnings (loss) per share for the holders of the Company’s common shares and holders of the Series B preferred stock. The Series B preferred stock shares contain participation rights in undistributed earnings, but do not share in the losses of the Company. The dividends on the Series B preferred stock are treated as a reduction of earnings attributable to common shareholders. The following reflects the net loss attributable to common shareholders and share data used in the basic and diluted earnings per share computations using the two class method: Three months ended September 30, Nine months ended September 30, (Amounts in thousands except per share amounts) 2016 2015 2016 2015 Numerator: Net loss $ (6,675 ) $ (4,416 ) $ (13,369 ) $ (11,430 ) Dividends accumulated on convertible preferred stock (1,931 ) (1,654 ) (5,591 ) (4,965 ) Net loss attributable to common shareholders $ (8,606 ) $ (6,070 ) $ (18,960 ) $ (16,395 ) Denominator: Denominator for basic and diluted EPS: Weighted-average common shares outstanding 22,744 23,788 22,678 23,786 Net loss per share attributable to common shareholders (basic and diluted) $ (0.38 ) $ (0.26 ) $ (0.84 ) $ (0.69 ) Common equivalent shares are not included in the diluted per share calculation where the effect of their inclusion would be anti-dilutive. The aggregate number of common equivalent shares (related to options, warrants and preferred stock) that have been excluded from the computations of diluted net loss per common share at September 30, 2016 and 2015 were 6.5 million and 4.2 million , respectively.

CONCENTRATION OF CREDIT RISK

CONCENTRATION OF CREDIT RISK	9 Months Ended
	Sep. 30, 2016
Risks and Uncertainties [Abstract]
CONCENTRATION OF CREDIT RISK	Concentration of Credit Risk On June 30, 2016, the Company terminated its agreement with the distributor for a significant portion of its Carticel sales. Prior to June 30, 2016, the Company sold Carticel to a distributor, which subsequently resold Carticel to patients and healthcare providers. The Company has transitioned to a new provider, Dohmen Life Science Services, LLC (DLSS) who provides a patient support services program but does not act as a distributor. The Company's receivables risk is now spread among various hospitals, individual patients, and third-party payers and therefore, the concentration of credit risk shifted for the Company. Revenue from one customer, the distributor in the U.S., represented approximately 67% of total revenue during the three months ended September 30, 2015, and 46% and 66% of total revenue during the nine months ended September 30, 2016 and 2015, respectively. Accounts receivable from the same customer accounted for 76% of the outstanding accounts receivable as of December 31, 2015. The next largest customer represented 13% and 14% of total revenue during the nine months ended September 30, 2016 and 2015, respectively. No other customer accounted for more than 10% of revenue or accounts receivable in 2016 or 2015 reported in either period.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	Commitments and Contingencies The Company leases facilities in Ann Arbor, Michigan and Cambridge, Massachusetts. In March 2016, the Company amended its current lease in Cambridge to, among other provisions, extend the terms until February 2022. Under the amendment, the landlord will contribute approximately $2.0 million toward the cost of tenant improvements. The contribution toward the cost of tenant improvements is recorded as deferred rent on the Company's consolidated balance sheet and is amortized to our consolidated statement of operations as reductions to rent expense over the lease term. As of September 30, 2016, the Company has recorded a tenant improvement of $0.9 million . In addition to the property leases, the Company also leases an offsite warehouse, various vehicles and computer equipment. The Company's purchase commitments consists of minimum purchase amounts of material in manufacturing in addition to fees payable under the DLSS contract which provides a patient support services program for Carticel and MACI. As of September 30, 2016 , future minimum payments related to leases and other contractual obligations are as follows: (In thousands) Total 2016 2017 2018 2019 2020 More than 5 Years Operating leases $ 24,658 $ 1,043 $ 4,933 $ 4,646 $ 4,316 $ 4,413 $ 5,307 Purchase commitments 4,610 440 1,668 1,668 834 — — Capital leases 86 11 43 32 — — — Total $ 29,354 $ 1,494 $ 6,644 $ 6,346 $ 5,150 $ 4,413 $ 5,307 Rent expense for the three and nine months ended September 30, 2016 was $1.2 million and $3.6 million , respectively, and $1.3 million and $3.8 million , respectively, for the three and nine months ended September 30, 2015 .

SUBSEQUENT EVENTS SUBSEQUENT EV

SUBSEQUENT EVENTS SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2016
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Subsequent Events On October 10, 2016, the Company entered into an At-the-Market Sales Agreement (ATM) with Cowen and Company, LLC (Cowen), pursuant to which the Company may sell shares of its common stock through Cowen, as sales agent, in registered transactions from its shelf registration statement filed in June 2015, for aggregate proceeds of up to $25.0 million . Shares of common stock sold under the ATM are to be sold at market prices. The Company will pay up to 3% of the gross proceeds to Cowen as a commission. No shares of common stock have been sold to date under the ATM.

RECENT ACCOUNTING PRONOUNCEME20

RECENT ACCOUNTING PRONOUNCEMENTS (Policies)	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
Revenue Recognition	Revenue Recognition In May 2014, the Financial Accounting Standards Board (FASB) issued authoritative guidance requiring entities to apply a new model for recognizing revenue from contracts with customers and the reporting of principal versus agent considerations. The guidance will supersede the current revenue recognition guidance and require entities to evaluate their revenue recognition arrangements using a five step model to determine when a customer obtains control of a transferred good or service. The guidance is currently effective for annual reporting periods beginning after December 15, 2017 and may be adopted using a full or modified retrospective application. The Company is currently in the process of evaluating its revenue arrangements under the issued guidance and has not yet determined the impact to its consolidated financial statements.

SELECTED BALANCE SHEET COMPON21

SELECTED BALANCE SHEET COMPONENTS (Tables)	9 Months Ended
	Sep. 30, 2016
Balance Sheet Related Disclosures [Abstract]
Schedule of inventory	Inventory as of September 30, 2016 and December 31, 2015 : (In thousands) September 30, 2016 December 31, 2015 Raw materials $ 3,214 $ 1,228 Work-in-process 373 131 Finished goods 20 20 Inventory $ 3,607 $ 1,379
Schedule of property and equipment, net	Property and equipment, net as of September 30, 2016 and December 31, 2015 : (In thousands) September 30, 2016 December 31, 2015 Machinery and equipment $ 3,207 $ 3,280 Furniture, fixtures and office equipment 931 931 Computer equipment and software 2,674 2,662 Leasehold improvements 3,319 2,393 Construction in process 810 421 Total property and equipment, gross 10,941 9,687 Less: Accumulated depreciation (6,726 ) (5,638 ) $ 4,215 $ 4,049
Schedule of intangible assets, net	Intangible assets, net as of September 30, 2016 and December 31, 2015 : (In thousands) September 30, 2016 December 31, 2015 Commercial rights $ 3,360 $ 3,360 Less: accumulated amortization $ (652 ) $ (443 ) $ 2,708 $ 2,917
Schedule of estimated future amortization expense	Estimated future amortization expense is as follows: Calendar Years Ending December 31, (In thousands) 2016 $ 70 2017 280 2018 280 2019 280 2020 280 Thereafter 1,518 Total $ 2,708
Schedule of accounts payable and accrued expenses	Accrued expenses as of September 30, 2016 and December 31, 2015 : (In thousands) September 30, 2016 December 31, 2015 Bonus related compensation $ 1,615 $ 1,956 Employee related accruals 1,759 1,341 Accrued expenses 24 306 $ 3,398 $ 3,603

STOCK PURCHASE WARRANTS (Tables

STOCK PURCHASE WARRANTS (Tables)	9 Months Ended
	Sep. 30, 2016
Warrants and Rights Note Disclosure [Abstract]
Schedule of warrants outstanding	The following table describes the outstanding warrants: August 2013 September 2016 Warrants Exercise price $4.80 $2.48 Expiration date August 16, 2018 September 9, 2022 Total shares issuable on exercise 724,950 117,074
Schedule of assumptions used in calculating estimated fair value of warrants	The assumptions used by the Company are summarized in the following tables: August 2013 Warrants September 30, 2016 December 31, 2015 Closing stock price $ 2.80 $ 2.58 Expected dividend rate — % — % Expected stock price volatility 90.0 % 91.4 % Risk-free interest rate 0.8 % 1.3 % Expected life (years) 1.88 2.63

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of weighted average assumptions used to estimate fair value of each service-based stock option grant	The fair value of each service-based stock option grant for the reported periods is estimated on the date of the grant using the Black-Scholes option-pricing model using the weighted average assumptions noted in the following table. Nine Months Ended September 30, Service-Based Stock Options 2016 2015 Expected dividend rate — % — % Expected stock price volatility 78.7 – 92.2% 77.6 – 88.1% Risk-free interest rate 1.1 – 1.8% 1.5 – 2.0% Expected life (years) 5.5 – 6.3 5.5 – 6.3
Summary of activity for service-based stock options	The following table summarizes the activity for service-based stock options for the indicated periods: Service-Based Stock Options Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2015 2,523,400 $ 6.36 8.7 $ 5,000 Granted 1,086,030 $ 3.02 Exercised 39,231 $ 3.06 $ 76,827 Expired 79,963 $ 34.98 Forfeited 126,631 $ 3.80 Outstanding at September 30, 2016 3,363,605 $ 4.73 8.4 $ 471,219 Exercisable at September 30, 2016 1,129,664 $ 7.83 7.8 $ 49,148

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2016
Fair Value Disclosures [Abstract]
Summary of valuation of the Company's investments and financial instruments that are measured at fair value on a recurring basis	The following table summarizes the valuation of the Company’s investments and financial instruments that are measured at fair value on a recurring basis: September 30, 2016 December 31, 2015 Fair value measurement category Fair value measurement category (In thousands) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Liabilities: Warrant liabilities $ 658 $ — $ 658 $ — $ 757 $ — $ 757 $ —
Summary of change in estimated fair value of warrant liabilities	The following table summarizes the change in the estimated fair value of the Company’s warrant liabilities: Warrant Liabilities (In thousands) Balance at December 31, 2015 $ 757 Decrease in fair value (99 ) Balance at September 30, 2016 $ 658

NET LOSS PER COMMON SHARE (Tabl

NET LOSS PER COMMON SHARE (Tables)	9 Months Ended
	Sep. 30, 2016
Earnings Per Share [Abstract]
Schedule of net loss attributable to common shareholders and share data used in the basic and diluted earnings per share computations using the two class method	The following reflects the net loss attributable to common shareholders and share data used in the basic and diluted earnings per share computations using the two class method: Three months ended September 30, Nine months ended September 30, (Amounts in thousands except per share amounts) 2016 2015 2016 2015 Numerator: Net loss $ (6,675 ) $ (4,416 ) $ (13,369 ) $ (11,430 ) Dividends accumulated on convertible preferred stock (1,931 ) (1,654 ) (5,591 ) (4,965 ) Net loss attributable to common shareholders $ (8,606 ) $ (6,070 ) $ (18,960 ) $ (16,395 ) Denominator: Denominator for basic and diluted EPS: Weighted-average common shares outstanding 22,744 23,788 22,678 23,786 Net loss per share attributable to common shareholders (basic and diluted) $ (0.38 ) $ (0.26 ) $ (0.84 ) $ (0.69 )

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	9 Months Ended
	Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
Schedule of future minimum payments related to leases	As of September 30, 2016 , future minimum payments related to leases and other contractual obligations are as follows: (In thousands) Total 2016 2017 2018 2019 2020 More than 5 Years Operating leases $ 24,658 $ 1,043 $ 4,933 $ 4,646 $ 4,316 $ 4,413 $ 5,307 Purchase commitments 4,610 440 1,668 1,668 834 — — Capital leases 86 11 43 32 — — — Total $ 29,354 $ 1,494 $ 6,644 $ 6,346 $ 5,150 $ 4,413 $ 5,307

ORGANIZATION (Details)

ORGANIZATION (Details)	9 Months Ended
	Sep. 30, 2016segment	May 30, 2014patent
Organization
Number of reportable segments | segment	1
CTRM Business
Organization
Number of patents and patents applications acquired | patent		250

SELECTED BALANCE SHEET COMPON28

SELECTED BALANCE SHEET COMPONENTS - INVENTORY (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Inventory:
Raw materials	$ 3,214	$ 1,228
Work-in-process	373	131
Finished goods	20	20
Inventory	$ 3,607	$ 1,379

SELECTED BALANCE SHEET COMPON29

SELECTED BALANCE SHEET COMPONENTS - PROPERTY PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Property and equipment, net:
Total property and equipment, gross	$ 10,941		$ 10,941		$ 9,687
Less: Accumulated depreciation	(6,726)		(6,726)		(5,638)
Total, net	4,215		4,215		4,049
Depreciation and amortization	400	$ 400	1,200	$ 1,000
Equipment and computers
Property and equipment, net:
Total property and equipment, gross	3,207		3,207		3,280
Furniture and fixtures
Property and equipment, net:
Total property and equipment, gross	931		931		931
Computer Equipment
Property and equipment, net:
Total property and equipment, gross	2,674		2,674		2,662
Building improvements and leasehold improvements
Property and equipment, net:
Total property and equipment, gross	3,319		3,319		2,393
Tenant reimbursements			900
Construction in progress
Property and equipment, net:
Total property and equipment, gross	$ 810		$ 810		$ 421

SELECTED BALANCE SHEET COMPON30

SELECTED BALANCE SHEET COMPONENTS - INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016	Dec. 31, 2015
Balance Sheet Related Disclosures [Abstract]
Amortization of Intangible Assets	$ 100	$ 200
Intangible assets, net
Total	2,708	$ 2,708
Estimated useful life		12 years
Estimated future amortization expense
2,015	70	$ 70
2,016	280	280
2,017	280	280
2,018	280	280
2,019	280	280
Thereafter	1,518	1,518
Total	2,708	2,708
Commercial rights
Intangible assets, net
Commercial rights	3,360	3,360	$ 3,360
Less: accumulated amortization	(652)	(652)	(443)
Total	2,708	2,708	2,917
Estimated future amortization expense
Total	$ 2,708	$ 2,708	$ 2,917

SELECTED BALANCE SHEET COMPON31

SELECTED BALANCE SHEET COMPONENTS - ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Accounts payable and accrued expenses:
Bonus related compensation	$ 1,615	$ 1,956
Employee related accruals	1,759	1,341
Accrued expenses	24	306
Total	$ 3,398	$ 3,603

STOCK PURCHASE WARRANTS (Detail

STOCK PURCHASE WARRANTS (Details)	Sep. 09, 2016holder$ / sharesshares	Sep. 30, 2016$ / sharesshares	Dec. 31, 2014	Dec. 31, 2015$ / shares
August 2013 warrants
Stock Purchase Warrants
Exercise price per share (in dollars per share)		$ 4.80
Total shares issuable on exercise | shares		724,950
Assumptions used in calculating the estimated fair value of the warrants
Closing stock price (in dollars per share)		$ 2.80		$ 2.58
Expected dividend rate (as a percent)		0.00%	0.00%
Expected stock price volatility (as a percent)		90.00%	91.40%
Risk-free interest rate (as a percent)		0.80%	1.30%
Expected life (in years)		1 year 10 months 17 days	2 years 7 months 17 days
Warrants Issued In September 2016
Stock Purchase Warrants
Warrants issued (in shares) | shares	117,074
Number of warrant holders | holder	2
Exercise price per share (in dollars per share)		$ 2.48
Total shares issuable on exercise | shares		117,074
Assumptions used in calculating the estimated fair value of the warrants
Closing stock price (in dollars per share)	$ 2.20
Expected dividend rate (as a percent)		0.00%
Expected stock price volatility (as a percent)		89.80%
Risk-free interest rate (as a percent)		1.40%
Expected life (in years)		6 years

DEBT (Details)

DEBT (Details) - Silicon Valley Bank	Mar. 08, 2016USD ($)installment	Sep. 30, 2016USD ($)	Sep. 09, 2016USD ($)
Debt Financing Agreement
Debt Instrument [Line Items]
Debt instrument, face amount	$ 15,000,000
Debt Financing Agreement, Maximum Borrowing Capacity			$ 20,000,000
Unamortized Deferred Financing Costs, Original Issue Costs		$ 100,000
Unamortized Deferred Financing Costs, Lender Fees		300,000
Debt Financing Agreement | Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 10,000,000
Line of Credit, Current		2,000,000
Remaining borrowing capacity		4,300,000
Term Loan
Debt Instrument [Line Items]
Short-term Bank Loans and Notes Payable		$ 4,000,000
Term Loan | Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate	5.00%
Debt Instrument, Number of Installments | installment	36
Term Loan | Prime Rate | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	1.25%
Term Loan | Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Debt instrument, face amount	$ 4,000,000
Term Loan | Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Debt instrument, face amount	4,000,000
Term Loan | Debt Instrument, Redemption, Period Three
Debt Instrument [Line Items]
Debt instrument, face amount	$ 2,000,000

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands	Oct. 03, 2016	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Aggregate Intrinsic Value
Outstanding at beginning of period						$ 5,000
Exercised		$ 76,827
Outstanding at the end of the period		471,219		$ 471,219
Exercisable at end of period		$ 49,148		$ 49,148
Subsequent Event
Additional disclosures
Stock Issued During Period, Shares, Employee Stock Purchase Plans	62,000
Service-based stock options
Stock-Based Compensation
Vesting period				4 years
Expiration period				10 years
Grant date fair value		$ 1.77	$ 2.23	$ 2.15	$ 2.26
Net compensation expense related to employees and directors (in dollars)		$ 600	$ 600	$ 1,800	$ 2,200
Weighted average assumptions used to estimate fair value of each service-based stock option grant
Expected dividend rate (as a percent)				0.00%
Options
Outstanding at the beginning of the period (in shares)				2,523,400
Granted (in shares)		13,800		1,086,030
Exercised (in shares)				39,231
Expired (in shares)				(79,963)
Forfeited (in shares)				(126,631)
Outstanding at the end of the period (in shares)		3,363,605		3,363,605
Exercisable at the end of the period (in shares)		1,129,664		1,129,664
Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)				$ 6.36
Granted (in dollars per share)				3.02
Exercised (in dollars per share)				3.06
Expired (in dollars per share)				34.98
Forfeited (in dollars per share)				3.80
Outstanding at the end of the period (in dollars per share)		$ 4.73		4.73
Exercisable at the end of the period (in dollars per share)		$ 7.83		$ 7.83
Weighted Average Remaining Contractual Term
Outstanding at the beginning of the period				8 years 5 months 12 days	8 years 8 months 25 days
Outstanding at the end of the period				8 years 5 months 12 days	8 years 8 months 25 days
Exercisable at the end of the period				7 years 9 months 11 days
Additional disclosures
Total unrecognized compensation cost (in dollars)		$ 2,900		$ 2,900
Weighted average period over which unrecognized compensation is expected to be recognized (in years)				2 years 10 months 15 days
Total fair value of options vested (in dollars)		600	$ 400	$ 1,600	$ 1,300
Service-based stock options | Minimum
Weighted average assumptions used to estimate fair value of each service-based stock option grant
Expected stock price volatility (as a percent)				78.70%	77.60%
Risk-free interest rate (as a percent)				1.10%	1.50%
Expected life (in years)				5 years 6 months	6 years 1 month 5 days
Service-based stock options | Maximum
Weighted average assumptions used to estimate fair value of each service-based stock option grant
Expected stock price volatility (as a percent)				92.20%	88.10%
Risk-free interest rate (as a percent)				1.80%	2.00%
Expected life (in years)				6 years 3 months 18 days	6 years 3 months 18 days
Employee Stock [Member]
Stock-Based Compensation
Net compensation expense related to employees and directors (in dollars)		$ 100		$ 200
Employee Stock [Member] | Subsequent Event
Additional disclosures
Stock Issued During Period, Value, Employee Stock Purchase Plan	$ 100

FAIR VALUE MEASUREMENTS - RECUR

FAIR VALUE MEASUREMENTS - RECURRING BASIS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Liabilities that are measured at fair value on a recurring basis
Warrants	$ 190		$ 0
Change in the estimated fair value of warrant liabilities
Balance at December 31, 2015			0
Decrease in fair value	203	$ (461)	(99)	$ (256)
Balance at September 30, 2016	190		190
Warrants
Liabilities that are measured at fair value on a recurring basis
Warrants	658		757
Change in the estimated fair value of warrant liabilities
Balance at December 31, 2015			757
Decrease in fair value			(99)
Balance at September 30, 2016	658		658
Warrants | Recurring
Liabilities that are measured at fair value on a recurring basis
Warrants	658		757
Change in the estimated fair value of warrant liabilities
Balance at December 31, 2015			757
Balance at September 30, 2016	658		658
Warrants | Recurring | Level 2
Liabilities that are measured at fair value on a recurring basis
Warrants	658		757
Change in the estimated fair value of warrant liabilities
Balance at December 31, 2015			757
Balance at September 30, 2016	658		658
Warrants | Recurring | Level 3
Liabilities that are measured at fair value on a recurring basis
Warrants	0		0
Change in the estimated fair value of warrant liabilities
Balance at December 31, 2015			0
Balance at September 30, 2016	$ 0		$ 0

SHAREHOLDERS' EQUITY (Details)

SHAREHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Millions	Dec. 23, 2015	Dec. 18, 2015	Jan. 21, 2014	Oct. 31, 2016	Sep. 30, 2016	Dec. 31, 2015	Dec. 31, 2013
Common Stock
Shareholders' Equity
Conversion of Stock, Shares Converted	1,250,000	1,250,000
Conversion of Stock, Amount Converted	$ 3.2
Series A Preferred Stock
Shareholders' Equity
Conversion of Stock, Shares Issued	1,250	1,250
Lincoln Park
Shareholders' Equity
Period over which shares of common stock to be purchased (in months)							30 months
Floor price for sale of shares of common stock (in dollars per share)			$ 2.50
Value of remaining shares of common stock to be sold			$ 11.2
Lincoln Park | Common Stock
Shareholders' Equity
Number of shares sold						0
Lincoln Park | Common Stock | Subsequent Event
Shareholders' Equity
Number of shares sold				50,000
Stock issued during period, value				$ 0.1
Lincoln Park | Minimum
Shareholders' Equity
Threshold closing sale price of the common stock on the date of a regular purchase to trigger purchase of additional amounts as accelerated purchases (in dollars per share)			$ 3
Lincoln Park | Maximum
Shareholders' Equity
Value of shares of common stock to be sold			$ 15
Number of shares of common stock to be purchased in regular purchases			50,000
Number of shares of common stock to be purchased depending upon the closing sale price of the common stock			100,000
Period of business days over which purchase price of shares of common stock will be determined			10 days
Threshold on percentage of outstanding shares of the common stock that can be beneficially owned by counterparty					9.99%

PREFERRED STOCK (Details)

PREFERRED STOCK (Details) - USD ($) $ / shares in Units, $ in Millions	Dec. 23, 2015	Dec. 18, 2015	Aug. 12, 2013	Mar. 09, 2012	Sep. 30, 2016
Convertible Preferred Stock
Convertible Preferred Stock, Maximum Beneficial Ownership Percentage		9.99%
Convertible Preferred Stock, Maximum Beneficial Ownership Percentage Upon Holder's Election		14.99%
Common Stock
Convertible Preferred Stock
Conversion of Stock, Shares Converted	1,250,000	1,250,000
Convertible Preferred Stock, Shares Issued upon Conversion		1,000
Series B-1 non-voting convertible preferred stock
Convertible Preferred Stock
Number of shares sold				12,308
Offering price per share (in dollars per share)				$ 3,250
Period of closing of offering after which shares are convertible			5 years
Accumulated but undeclared dividends (in shares)					424,723
Redemption price (in dollars per share)			$ 7,430
Series B voting convertible preferred stock
Convertible Preferred Stock
Period of closing of offering after which shares are convertible			5 years
Reclassification of Series B preferred stock			$ 38.4
Series A Preferred Stock
Convertible Preferred Stock
Conversion of Stock, Shares Issued	1,250	1,250

NET LOSS PER COMMON SHARE (Deta

NET LOSS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Numerator:
Net loss	$ (6,675)	$ (4,416)	$ (13,369)	$ (11,430)
Dividends accumulated on convertible preferred stock	(1,931)	(1,654)	(5,591)	(4,965)
Net loss attributable to common shareholders	$ (8,606)	$ (6,070)	$ (18,960)	$ (16,395)
Denominator:
Weighted-average common shares outstanding	22,744	23,788	22,678	23,786
Net loss per share attributable to common shareholders (basic and diluted)	$ (0.38)	$ (0.26)	$ (0.84)	$ (0.69)
Aggregate number of common equivalent shares (related to options, warrants and preferred stock) that have been excluded from computations of diluted net loss per common share		4,200	6,500

CONCENTRATION OF CREDIT RISK (D

CONCENTRATION OF CREDIT RISK (Details) - Customer concentration - customer	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Revenue
CONCENTRATION
Concentration risk (as a percent)			13.00%	14.00%
Revenue | One distributor in the U.S
CONCENTRATION
Number of Distributors	1
Concentration risk (as a percent)		67.00%	46.00%	66.00%
Accounts Receivable
CONCENTRATION
Concentration risk (as a percent)					76.00%

COMMITMENTS AND CONTINGENCIES40

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Incentive from Lessor	$ 2,000		$ 2,000
Deferred Rent Credit	900		900
Operating Leases
Total	24,658		24,658
2,015	1,043		1,043
2,016	4,933		4,933
2,017	4,646		4,646
2,018	4,316		4,316
Operating Leases, Future Minimum Payments, Due in Five Years	4,413		4,413
More than five years	5,307		5,307
Purchase Obligation	4,610		4,610
Capital Lease Obligations	86		86
Capital Leases, Future Minimum Payments Due, Next Twelve Months	11		11
Capital Leases, Future Minimum Payments Due in Two and Three Years	43		43
Capital Leases, Future Minimum Payments Due in Five Years	0		0
Purchase Obligation, Due in Next Twelve Months	440		440
Purchase Obligation, Due in Second Year	1,668		1,668
Purchase Obligation, Due in Third Year	1,668		1,668
Purchase Obligation, Due in Fourth Year	834		834
Purchase Obligation, Due in Fifth Year	0		0
Capital Leases
2,017	32		32
2,018	0		0
Total
Total	29,354		29,354
2,015	1,494		1,494
2,016	6,644		6,644
2,017	6,346		6,346
2,018	5,150		5,150
Minimum Lease Payments, Sale Leaseback Transactions, Due in Rolling after Year Five	4,413		4,413
More than five years	5,307		5,307
Rent expense	$ 1,200	$ 1,300	$ 3,600	$ 3,800

SUBSEQUENT EVENTS SUBSEQUENT 41

SUBSEQUENT EVENTS SUBSEQUENT EVENTS (Details) - Cowen - Subsequent Event $ in Millions	Oct. 10, 2016USD ($)
Subsequent Event [Line Items]
At-the-Market Sales Agreement, maximum aggregate proceeds	$ 25
At-the-Market Sales Agreement, maximum Commission as a percentage of aggregate proceeds	3.00%

Uncategorized Items - astm-2016

Label	Element	Value
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants	us-gaap_StockAndWarrantsIssuedDuringPeriodValuePreferredStockAndWarrants	$ 0