Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 24, 2020 | Jun. 28, 2019 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-34810 | ||
Entity Registrant Name | Vermillion, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 33-0595156 | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78738 | ||
City Area Code | 512 | ||
Local Phone Number | 519-0400 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | VRML | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 47,231,865 | ||
Entity Common Stock, Shares Outstanding | 97,288,657 | ||
Documents Incorporated by Reference | Certain information from the registrant’s definitive Proxy Statement for its Annual Meeting of Stockholders is incorporated by reference into Part III of this report. The registrant intends to file the Proxy Statement with the Securities and Exchange Commission within 120 days of December 31, 2019. | ||
Entity Central Index Key | 0000926617 | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 11,703 | $ 9,360 |
Accounts receivable | 924 | 786 |
Prepaid expenses and other current assets | 758 | 550 |
Inventories | 25 | 92 |
Total current assets | 13,410 | 10,788 |
Property and equipment, net | 353 | 608 |
Other assets | 65 | 12 |
Total assets | 13,828 | 11,408 |
Current liabilities: | ||
Accounts payable | 1,158 | 950 |
Accrued liabilities | 2,588 | 1,825 |
Short-term debt | 193 | 189 |
Other current liabilities | 39 | |
Total current liabilities | 3,978 | 2,964 |
Long-term debt | 1,099 | 1,292 |
Other non-current liabilities | 13 | |
Total liabilities | 5,090 | 4,256 |
Commitments and contingencies (Note 6) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding at December 31, 2019 and 2018 | ||
Common stock, $0.001 par value, 150,000,000 shares authorized; 97,286,157 and 75,501,394 shares issued and outstanding at December 31, 2019 and 2018, respectively | 97 | 75 |
Additional paid-in capital | 430,802 | 414,001 |
Accumulated deficit | (422,161) | (406,924) |
Total stockholders' equity | 8,738 | 7,152 |
Total liabilities and stockholders' equity | $ 13,828 | $ 11,408 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Consolidated Balance Sheets [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 97,286,157 | 75,501,394 |
Common stock, shares outstanding | 97,286,157 | 75,501,394 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Revenue: | |||
Revenue | $ 4,538 | $ 3,053 | |
Cost of revenue: | |||
Cost of revenue | 3,343 | 3,142 | |
Gross profit (loss) | 1,195 | (89) | |
Operating expenses: | |||
Research and development | [1] | 1,018 | 550 |
Sales and marketing | [1] | 9,645 | 5,642 |
General and administrative | [1] | 5,810 | 5,052 |
Total operating expenses | 16,473 | 11,244 | |
Loss from operations | (15,278) | (11,333) | |
Interest (expense) income, net | 59 | (22) | |
Other (expense) / income, net | (18) | (16) | |
Net loss | $ (15,237) | $ (11,371) | |
Net loss per common share - basic and diluted | $ (0.18) | $ (0.16) | |
Weighted average common shares used to compute basic and diluted net loss per common share | 86,595,581 | 70,085,842 | |
Product [Member] | |||
Revenue: | |||
Revenue | $ 4,404 | $ 2,772 | |
Cost of revenue: | |||
Cost of revenue | [1] | 2,378 | 2,044 |
Genetics [Member] | |||
Revenue: | |||
Revenue | 22 | ||
Cost of revenue: | |||
Cost of revenue | [1] | 295 | |
Service [Member] | |||
Revenue: | |||
Revenue | 112 | 281 | |
Cost of revenue: | |||
Cost of revenue | [1] | $ 670 | $ 1,098 |
[1] | Non-cash stock-based compensation expense included in expenses |
Consolidated Statements Of Op_2
Consolidated Statements Of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cost Of Revenue [Member] | ||
Stock-based compensation expense | $ 78 | $ 124 |
Research And Development [Member] | ||
Stock-based compensation expense | 4 | 6 |
Sales And Marketing [Member] | ||
Stock-based compensation expense | 125 | 102 |
General And Administrative [Member] | ||
Stock-based compensation expense | $ 986 | $ 869 |
Consolidated Statements Of Chan
Consolidated Statements Of Changes In Stockholders' Equity - USD ($) $ in Thousands | Public Offering Exercise Of Underwriter's Option [Member]Common Stock [Member] | Public Offering Exercise Of Underwriter's Option [Member]Additional Paid-In Capital [Member] | Public Offering Exercise Of Underwriter's Option [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance (in shares) at Dec. 31, 2017 | 60,036,017 | |||||||
Balance at Dec. 31, 2017 | $ 60 | $ 399,400 | $ (396,053) | $ 3,407 | ||||
Net loss | (11,371) | (11,371) | ||||||
ASC 606 adjustment to retained earnings | 500 | 500 | ||||||
Common stock issued in conjunction with public offering, net of issuance costs (in shares) | 10,000,000 | |||||||
Common stock issued in conjunction with public offering, net of issuance costs | $ 10 | 8,980 | 8,990 | |||||
Preferred stock issued in conjunction with public offering net of issuance costs (in shares) | 50,000 | |||||||
Preferred stock issued in conjunction with public offering net of issuance costs | 4,496 | $ 4,496 | ||||||
Common stock issued in conjunction with exercise of stock options (in shares) | 32,500 | 32,500 | ||||||
Common stock issued in conjunction with exercise of stock options | 29 | $ 29 | ||||||
Preferred stock converted to common stock (in shares) | (50,000) | 5,000,000 | ||||||
Preferred stock converted to common stock | $ 5 | (5) | ||||||
Common stock issued for restricted stock awards (in shares) | 432,877 | |||||||
Common stock issued for restricted stock awards | 438 | 438 | ||||||
Stock compensation charge | 663 | 663 | ||||||
Balance (in shares) at Dec. 31, 2018 | 75,501,394 | |||||||
Balance at Dec. 31, 2018 | $ 75 | 414,001 | (406,924) | 7,152 | ||||
Net loss | (15,237) | (15,237) | ||||||
Common stock issued in conjunction with public offering, net of issuance costs (in shares) | 18,750,000 | |||||||
Common stock issued in conjunction with public offering, net of issuance costs | $ 19 | 13,502 | $ 13,521 | |||||
Common stock issued in conjunction with exercise of stock options (in shares) | 19,687 | 19,687 | ||||||
Common stock issued in conjunction with exercise of stock options | 17 | $ 17 | ||||||
Common stock issued for restricted stock awards (in shares) | 202,576 | |||||||
Common stock issued for restricted stock awards | 250 | 250 | ||||||
Stock compensation charge | 943 | 943 | ||||||
Common stock issued in conjunction with the exercise of the underwriter’s option to purchase additional shares in connection with a public offering, net of issuance costs, (in shares) | 2,812,500 | |||||||
Common stock issued in conjunction with the exercise of the underwriter’s option to purchase additional shares in connection with a public offering, net of issuance costs | $ 3 | $ 2,089 | $ 2,092 | |||||
Balance (in shares) at Dec. 31, 2019 | 97,286,157 | |||||||
Balance at Dec. 31, 2019 | $ 97 | $ 430,802 | $ (422,161) | $ 8,738 |
Consolidated Statements Of Ch_2
Consolidated Statements Of Changes In Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Public Offering Of Common Stock [Member] | ||
Stock issued, issuance costs | $ 1,480 | $ 1,008 |
Public Offering Exercise Of Underwriter's Option [Member] | ||
Stock issued, issuance costs | $ 158 | |
Public Offering Of Preferred Stock [Member] | ||
Stock issued, issuance costs | $ 504 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (15,237) | $ (11,371) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 333 | 675 |
Stock-based compensation expense | 1,193 | 1,101 |
Loss on sale and disposal of property and equipment | 54 | 11 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (138) | (81) |
Prepaid expenses and other assets | (209) | (92) |
Inventories | 67 | 10 |
Accounts payable, accrued liabilities and other liabilities | 971 | 380 |
Net cash used in operating activities | (12,966) | (9,367) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (133) | (113) |
Proceeds of property and equipment | 1 | |
Net cash used in investing activities | (132) | (113) |
Cash flows from financing activities: | ||
Proceeds from public offering of preferred stock, net of issuance costs | 4,496 | |
Proceeds from public offering of common stock, net of issuance costs | 13,521 | 8,990 |
Proceeds from issuance of common stock in conjunction with the exercise of the underwriter’s option to purchase additional shares in connection with a public offering, net of issuance costs | 2,092 | |
Principal repayment of DECD loan | (189) | (185) |
Repayment of capital lease obligations | (29) | |
Proceeds from issuance of common stock from exercise of stock options | 17 | 29 |
Net cash provided by financing activities | 15,441 | 13,301 |
Net increase in cash and cash equivalents | 2,343 | 3,821 |
Cash and cash equivalents, beginning of year | 9,360 | 5,539 |
Cash and cash equivalents, end of year | 11,703 | 9,360 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 38 | 44 |
Non-cash investing and financing activities: | ||
Net increase in other assets/other liabilities for right of use assets | $ 52 |
Basis Of Presentation And Summa
Basis Of Presentation And Summary Of Significant Accounting And Reporting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Basis Of Presentation And Significant Accounting And Reporting Policies [Abstract] | |
Basis Of Presentation And Summary Of Significant Accounting And Reporting Policies | NOTE 1: Basis of Presentation and Summary of Significant Accounting and Reporting Policies Organization Vermillion, Inc. (“Vermillion”; Vermillion and its wholly-owned subsidiaries are collectively referred to as the “Company”) is incorporated in the state of Delaware, and is engaged in the business of developing and commercializing diagnostic tests for gynecologic disease. The Company sells the OVA1™, Overa™ and Ova1PLUS™ risk of malignancy tests for ovarian cancer (“OVA1”, “Overa” and “OVA1PLUS,” respectively) through Vermillion’s wholly-owned Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) certified clinical laboratory, ASPiRA LABS, Inc. (“ASPiRA LABS”). The Company also recently launched genetic testing for specific women’s health diseases, called ASPiRA GenetiX, with a core focus on ovarian cancer. The Company also offered in-vitro diagnostic (“IVD”) trial services to third-party customers through its wholly-owned subsidiary, ASPiRA IVD, Inc. (“ASPiRA IVD”), which commenced operations in June 2016. ASPiRA IVD is a specialized, CLIA certified, laboratory provider dedicated to meeting the unique testing needs of IVD manufacturers seeking to commercialize high-complexity assays. The Company stopped pursuing contracts through ASPiRA IVD in 2019. All contracts and obligations of ASPiRA IVD had been fulfilled. The Company’s only remaining obligation as of December 31, 2019, with respect to ASPiRA IVD, is to furnish documents that support work done during customer trials upon request. Upon closure of ASPiRA IVD’s business, the Company evaluated common costs that would remain with the business after the closure. It was determined that approximately $260,000 of the Company’s costs that were previously allocated to the ASPiRA IVD subsidiary, including cost of revenue, would not be eliminated with the closure. The Company also retired assets with a net book value of approximately $50,000 relating to the closure of the business. These assets included leasehold improvements used to build out the lab as well as some specialized equipment that could not be repurposed to other areas of the Company. Liquidity As discussed in Note 6, on March 22, 2016, the Company entered into a loan agreement ( as amended , the “Loan Agreement”), pursuant to which it may borrow up to $4,000,000 from the State of Connecticut Department of Economic and Community Development ( the “DECD”). An initial disbursement of $2,000,000 was made to the Company on April 15, 2016 under the Loan Agreement. The remaining $2,000,000 will be advanced if and when the Company achieves certain other future milestones. The loan may be prepaid at any time without premium or penalty. As discussed in Note 7, on April 17, 2018, the Company completed two public offerings (the “2018 Offerings”), pursuant to which certain investors purchased Vermillion common stock and Vermillion Series B convertible preferred stock for net proceeds of approximately $13,488,000 after deducting offering expenses. As discussed in Note 7, on June 28, 2019, the Company completed a public offering (the “Offering”), pursuant to which certain investors purchased Vermillion common stock for net proceeds of approximately $13,521,000 after deducting underwriting discounts, commissions and other expenses related to the offering. On July 2, 2019, William Blair & Company, L.L.C., the sole underwriter of the Offering, exercised its option to purchase additional shares of Vermillion common stock for net proceeds of approximately $2,092,000 , after deducting underwriting discounts, commissions and other expenses related to the offering . The Company has incurred significant net losses and negative cash flows from operations since inception, and as a result has an accumulated deficit of approximately $422,161,000 at December 31, 2019. The Company expects to incur a net loss in 2020 as well. The Company’s management believes that successful achievement of the business objectives will require additional financing. The Company expects to raise capital through a variety of sources, which may include the exercise of common stock warrants, public and private equity offerings, debt financing, collaborations, licensing arrangements, grants and government funding and strategic alliances. However, additional funding may not be available when needed or on terms acceptable to the Company. If the Company is unable to obtain additional capital, it may not be able to continue sales and marketing, research and development, or other operations on the scope or scale of current activity and that could have a material adverse effect on the business, results of operations and financial condition. There can be no assurance that the Company will achieve or sustain profitability or positive cash flow from operations. Management expects cash from product sales and licensing to be the Company’s only material, recurring source of cash in 2020. Given the above conditions, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are filed. The consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from these uncertainties. Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation . Use of Estimates The preparation of consolidated financial statements in accordance with generally accepted accounting principles in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The primary estimates underlying the Company’s consolidated financial statements include assumptions regarding revenue recognition as well as variables used in calculating the fair value of the Company’s equity awards, income taxes and contingent liabilities. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with maturities of three months or less from the date of purchase, which are readily convertible into known amounts of cash and are so near to their maturity that they present an insignificant risk of changes in value because of interest rate changes. Highly liquid investments that are considered cash equivalents include money market funds, certificates of deposits, treasury bills and commercial paper. The carrying value of cash equivalents approximates fair value due to the short-term maturity of these securities. Fair Value Measurement Accounting Standards Codification (“ASC”) Topic 820, Fair Value and Measurements (“ASC 820”), defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 prices such as quoted prices 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 assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents in recognized financial institutions in the United States. The funds are insured by the FDIC up to a maximum of $250,000 , but are otherwise unprotected. The Company has not experienced any losses associated with deposits of cash and cash equivalents. The Company does not invest in derivative instruments or engage in hedging activities. Accounts receivable Virtually all accounts receivable are derived from sales made to customers located in North America. The Company performs ongoing credit evaluations of its customer’s financial condition and generally does not require collateral. The Company maintains an allowance for doubtful accounts based upon the expected collectability of accounts receivable. Property and Equipment Property and equipment are carried at cost less accumulated depreciation and amortization. Property and equipment are depreciated when placed into service using the straight-line method over the estimated useful lives, generally three to five years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the remaining term of the lease. Maintenance and repairs are charged to operations as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Property and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If property and equipment are considered to be impaired, an impairment loss is recognized. Revenue Recognition Product Revenue: The Company recognizes product revenue in accordance with the provisions of ASC 606. Product revenue is recognized upon completion of the OVA1, Overa or OVA1PLUS test and delivery of results to the physician based on estimates of amounts that will ultimately be realized. In determining the amount of revenue to be recognized for a delivered test result, the Company considers factors such as payment history and amount, payer coverage, whether there is a reimbursement contract between the payer and the Company, and any current developments or changes that could impact reimbursement. These estimates require significant judgment by management as the collection cycle on some accounts can be as long as one year. The Company also reviews its patient account population and determines an appropriate distribution of patient accounts by payer ( i.e. , Medicare, patient pay, other third-party payer, etc .) into portfolios with similar collection experience. The Company has elected this practical expedient that, when evaluated for collectability, results in a materially consistent revenue amount for such portfolios as if each patient account were evaluated on an individual contract basis. During the year ended December 31, 2019, there were adjustments to estimates to recognize revenue for services provided in a prior period totaling a net of approximately $56,000 . There were no impairment losses on accounts receivable recorded during the years ended December 31, 2019 or 2018. Under the modified retrospective implementation method, the Company recorded a one-time cumulative effect adjustment at January 1, 2018 to reflect the aggregate effect of all open OVA1 and Overa tests performed prior to January 1, 2018 as if revenue had been recognized under ASC 606. The cumulative effect adjustment was recorded increasing the opening balance of Accounts Receivable by $500,000 in the condensed consolidated balance sheets with an offsetting reduction to Accumulated Deficit. The Company’s right to receive payment on this balance is contingent only on the passage of time. ASC 606 did not have an aggregate impact on the Company’s net cash provided by operating activities, but resulted in offsetting changes in certain assets and liabilities presented within net cash provided by operating activities in the Company’s consolidated statement of cash flows. Other Practical Expedients The Company does not adjust the transaction price for the effects of a significant financing component, as at contract inception, the Company expects the collection cycle to be one year or less. The Company expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses. Genetics Revenue: Under ASC 606, the Company’s genetics revenue is recognized upon completion of the ASPiRA GenetiX test and delivery of results based on estimates of amounts that will ultimately be realized. In determining the amount of revenue to be recognized for a delivered test result, the Company considers factors such as payment history and amount, payer coverage, whether there is a reimbursement contract between the payer and the Company, and any current developments or changes that could impact reimbursement. These estimates require significant judgment by management as there is not significant history on which to rely. Service Revenue: The Company’s service revenue was generated by performing IVD trial services for third-party customers. Application of the modified retrospective method did not impact amounts previously reported by the Company, nor did it require a cumulative effect adjustment upon adoption, as the Company’s method of recognizing revenue under ASC 606 was analogous to the method utilized immediately prior to adoption. Measurement of progress on contracts with customers was generally based on the input measurement of cost incurred relative to the total expected costs to satisfy the performance obligation. The Company has not disclosed the value of unsatisfied performance obligations for all service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adoption rules. The remainder are not material to the consolidated financial statements. Research and Development Costs Research and development costs are expensed as incurred. Research and development costs consist primarily of payroll and related costs, materials and supplies used in the development of new products, and fees paid to third parties that conduct certain research and development activities on behalf of the Company. In addition, acquisitions of assets to be consumed in research and development, with no alternative future use, are expensed as incurred as research and development costs. Software development costs incurred in the research and development of new products are expensed as incurred until technological feasibility is established. Patent Costs Costs incurred in filing, prosecuting and maintaining patents (principally legal fees) are expensed as incurred and recorded within general and administrative expenses on the Consolidated Statements of Operations. Such costs aggregated approximately $203,000 and $219,000 for the years ended December 31, 2019 and 2018, respectively. Stock-Based Compensation The Company records the fair value of non-cash stock-based compensation costs for stock options related to the Amended and Restated 2010 Stock Incentive Plan, as amended (the “2010 Plan”). The Company estimates the fair value of stock options using a Black-Scholes option valuation model. This model requires the input of subjective assumptions including expected stock price volatility, expected life and estimated forfeitures of each award. The Company uses the straight-line method to amortize the fair value over the requisite service period of the award, which is generally equal to the vesting period. These assumptions consist of estimates of future market conditions, which are inherently uncertain, and therefore are subject to management's judgment. The expected life of options is based on historical data of actual experience with the options granted and represents the period of time that the options granted are expected to be outstanding. This data includes employees’ expected exercise and post-vesting employment termination behaviors. The expected stock price volatility is estimated using Company historical volatility in deriving the expected volatility assumption . The Company made an assessment that Company historic volatility is most representative of future stock price trends. The expected dividend yield is based on the estimated annual dividends that are expected to be paid over the expected life of the options as a percentage of the market value of the Company’s common stock as of the grant date. The risk-free interest rate for the expected life of the options granted is based on the United States Treasury yield curve in effect as of the grant date. The Company records stock-based compensation net of estimated forfeitures. Contingencies The Company accounts for contingencies in accordance with ASC 450 Contingencies (“ASC 450”) which requires that an estimated loss from a loss contingency be accrued when (i) information available prior to issuance of the financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and (ii) when the amount of the loss can be reasonably estimated. Accounting for contingencies such as legal and contract dispute matters requires the use of management’s judgment. Management believes that the Company’s accruals for these matters are adequate. Nevertheless, the actual loss from a loss contingency might differ from management’s estimates. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and the tax bases of assets and liabilities using the current tax laws and rates. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. ASC Topic 740, Accounting for Uncertainty in Income Taxes clarifies the accounting for uncertainty in income taxes recognized in the financial statements and provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. This interpretation also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, and disclosure. The Company recognizes interest and penalties related to unrecognized tax benefits within the interest expense line and other expense line, respectively, in the Consolidated Statements of Operations. Accrued interest and penalties are included within the related liability lines in the Consolidated Balance Sheets. Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock adjusted for the dilutive effect of common stock equivalent shares outstanding during the period. Common stock equivalents consist of stock options, restricted stock units and stock warrants. Common equivalent shares are excluded from the computation in periods in which they have an anti-dilutive effect on earnings per share. Fair Value of Financial Instruments Financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and debt. The estimated fair value of financial instruments has been determined using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value; therefore, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange. The effect of using different market assumptions and/or estimation methodologies may be material to the estimated fair value amounts. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and debt are at cost, which approximates fair value due to the short maturity of those instruments. The carrying value of debt approximates fair value due to its interest rate approximating market rates of interest available to the Company for similar instruments. Segment Reporting The Company’s chief operating decision maker evaluates the business on a consolidated basis and therefore, the Company operates one operating and reportable segment. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2019 | |
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements | NOTE 2: Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718), Compensation - Stock Compensation (“ASU 2016-09”). The new guidance simplifies several aspects of the accounting for share-based payments, including immediate recognition of all excess tax benefits and deficiencies in the income statement, changing the threshold to qualify for equity classification up to the employees’ maximum statutory tax rates, allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur, and clarifying the classification on the statement of cash flows for the excess tax benefit and employee taxes paid when an employer withholds shares for tax-withholding purposes. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016 and interim periods within that reporting period. The Company adopted this standard on January 1, 2018, and the adoption did not have a material impact on the consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Base Payment Accounting. This new guidance expands the scope of Topic 718 to include share-based payment transactions from acquiring goods and services from nonemployees, which was previously codified under Topic 505, where this change will modify the measurement requirements of nonemployee awards. This amendment is effective for annual periods after December 15, 2018. The Company adopted the standard on January 1, 2019, and the adoption did not have a material impact on the consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This update changes the impairment model from the currently used incurred loss methodology to an expected loss methodology, which will result in the more timely recognition of losses. The ASU is scheduled to be effective in 2023 for smaller reporting companies. The Company is currently assessing the impact of this ASU on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Subsequently, in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements (“ASU 2018-11”), which provides a number of optional practical expedients in transition. The Company adopted ASU 2016-02 effective January 1, 2019 and elected the package of practical expedients and the new transition approach permitted by ASU 2018-11. ASU 2018-11 allows the Company not to reassess existing identification of leases, classification of leases or any initial direct costs. T he Company has also elected to use the hindsight practical expedient. The Company has two office leases which are required to be recorded as ROU assets and corresponding lease liabilities on the balance sheet. The Company has one short-term lease with a term of twelve months. The Company has elected the policy of not recording leases on the balance sheet when the leases have terms of 12 months or less. The Company recognized ROU assets and a lease liability of approximately $178,000 related to its leases on its consolidated balance sheet as of January 1, 2019. The Company did no t have a cumulative adjustment impacting retained earnings. In May 2014, the FASB issued ASC 606, which superseded existing revenue recognition guidance. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company adopted ASC 606 effective on January 1, 2018 using the modified retrospective method. Please see the above “Revenue Recognition” section for a discussion of the Company’s revenue recognition under ASC 606. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”) . ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted. The Company adopted ASU 2018-15 effective on January 1, 2020, using the prospective transition approach, which allows the Company to change the accounting method without restating prior periods or booking cumulative adjustments. The adoption of ASU 2018-15 did not have a material impact on the consolidated financial statements. |
Strategic Alliance With Quest D
Strategic Alliance With Quest Diagnostics Incorporated | 12 Months Ended |
Dec. 31, 2019 | |
Strategic Alliance With Quest Diagnostics Incorporated [Abstract] | |
Strategic Alliance With Quest Diagnostics Incorporated | NOTE 3: Strategic Alliance with Quest Diagnostics Incorporated In March 2015, the Company reached an agreement with Quest Diagnostics, Incorporated (“Quest Diagnostics”). Pursuant to this agreement, all OVA1 U.S. testing services for Quest Diagnostics customers were transferred to Vermillion’s wholly-owned subsidiary, ASPiRA LABS, as of August 2015. Pursuant to this agreement, as amended as of March 11, 2020, Quest Diagnostics has continued to provide blood draw and logistics support by transporting specimens to ASPiRA LABS for testing in exchange for a market value fee. |
Property And Equipment
Property And Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property And Equipment [Abstract] | |
Property And Equipment | Note 4: Property and Equipment The components of property and equipment as of December 31, 2019 and 2018 were as follows : December 31, (in thousands) 2019 2018 Machinery and equipment $ 841 $ 1,367 Demonstration equipment 16 39 Computer equipment and software 1,094 1,109 Furniture and fixtures 144 137 Leasehold improvements 639 706 Gross property and equipment 2,734 3,358 Accumulated depreciation and amortization (2,381) (2,750) Property and equipment, net $ 353 $ 608 Depreciation expense for property and equipment was $333,000 and $675,000 for the years ended December 31, 2019 and 2018, respectively. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | NOTE 5: Accrued Liabilities The components of accrued liabilities as of December 31, 2019 and 2018 were as follows: December 31, (in thousands) 2019 2018 Payroll and benefits related expenses $ 1,229 $ 853 Collaboration and research agreements expenses 350 366 Professional services 679 329 Other accrued liabilities 330 277 Total accrued liabilities $ 2,588 $ 1,825 |
Commitments, Contingencies And
Commitments, Contingencies And Debt | 12 Months Ended |
Dec. 31, 2019 | |
Commitments, Contingencies And Debt [Abstract] | |
Commitments, Contingencies And Debt | NOTE 6: Commitments, Contingencies and debt Development Loan On March 22, 2016, the Company entered into the Loan Agreement with the DECD, pursuant to which the Company may borrow up to $4,000,000 from the DECD. Proceeds from the loan were utilized primarily to fund the build-out, information technology infrastructure and other costs related to the Company’s Trumbull, Connecticut facility and operations. The loan bears interest at a fixed rate of 2.0% per annum and requires equal monthly payments of principal and interest until maturity, which occurs on April 15, 2026 . As security for the loan, the Company has granted the DECD a blanket security interest in the Company’s personal and intellectual property. The DECD’s security interest in the Company’s intellectual property may be subordinated to a qualified institutional lender. On each of March 7, 2018 and April 3 , 2 020, the Company amended the Loan A greement to adjust the future milestones which would allow the Company to continue to be eligible to borrow the remaining $2,000,000 based on its current expectation of employm ent. The amended agreement changes the criteria for receiving the next $1,000,000 available under the Loan Agreement by reducing from 40 to 25 the number of full-time employees that the Company is required to hire, by changing the date on or before which the Company must meet this requirement from March 1, 2021 to December 31, 2020, and by increasing the required capital investment of the Company from $18,000,000 to $18,800,000 . Although the criteria for receiving the final $1,000,000 available under the loan have not changed, such disbursement is also conditioned on the Company meeting the requirements above. Under the terms of the Loan Agreement, as amended, the Company may be eligible for forgiveness of up to $1,500,000 of the principal amount of the loan if the Company achieves certain job creation and retention milestones by December 31, 2022 (the “Measurement Date”). Conversely, if the Company is either unable to meet these job creation and retention milestones, namely, hiring 25 full-time employees with a specified average annual salary on or before December 31, 2020 or retaining such employees for a consecutive two -year period or does not maintain the Company’s Connecticut operations for a period of 10 years after the Loan Agreement date , the DECD may require early repayment of a portion or all of the loan depending on job attainment as compared to the required amount plus a penalty of 5% of the total funded l oan . An initial disbursement of $2,000,000 was made to the Company on April 15, 2016 under the Loan Agreement . The Agreement provides that the remaining $2,000,000 will be advanced if and when the Company achieves certain other future milestones. The loan may be prepaid at any time without premium or penalty. The balance of the DECD loan, net of issuance costs, was $1,292,000 and $1,481,000 at December 31, 2019 and 2018, respectively. As of December 31, 2019, the annual amounts of future minimum principal payments due under certain of the Company’s contractual obligations are shown in the table below. Payments Due by Period (in thousands) Total 2020 2021 2022 2023 2024 Thereafter Debt Obligations 1,314 197 200 205 209 213 290 Total $ 1,314 $ 197 $ 200 $ 205 $ 209 $ 213 $ 290 In addition, the Company has minimum royalty obligations (described below in non-cancelable collaboration obligations and other commitments) and annual minimum quantities of reagent purchases from the manufacturer of certain laboratory instruments of approximately $178,000 . Operating Leases The Company leases facilities to support its business of discovering, developing and commercializing diagnostic tests in the fields of gynecologic disease. The Company’s principal facility, including the CLIA laboratory used by ASPiRA LABS, is located in Austin, Texas. The CLIA laboratory that was used by ASPiRA IVD is located in Trumbull, Connecticut. The Company’s Austin, Texas lease expires on January 31, 2020. The Company has elected to extend the lease for a term of twelve months. The new Austin, Texas lease expires on January 31, 2021. In October 2015, the Company entered into a lease agreement for a facility in Trumbull, Connecticut. The lease required initial payments for the buildout of leasehold improvements to the office space, which were approximately $596,000 . The Company has the right to renew the lease for up to two five -year terms at a rate equal to 90% of the then-current fair market rate. The Company’s Trumbull, Connecticut lease expires on June 8, 2021 . The Company is not reasonably certain to exercise the renewal option for its Trumbull, Connecticut lease due to the uncertain nature of its pricing. The expense associated with these operating leases for the years ended December 31, 2019 and 2018 is shown in the table below (in thousands). Year Ended December 31 Lease Cost Classification 2019 2018 Operating rent expense Cost of revenue $ 38 $ 100 Research and development 11 27 Sales and marketing 35 49 General and administrative 46 89 Variable rent expense Cost of revenue $ 49 $ 1 Research and development 14 0 Sales and marketing 41 1 General and administrative 57 2 Based on our leases as of December 31, 2019, the table below sets forth the approximate future lease payments related to operating leases with initial terms of one year or more (in thousands). 2020 40 2021 14 Total Operating Lease Payments 54 Less: Interest (2) Present Value of Lease Liabilities $ 52 Non-cancelable Collaboration Obligations and Other Commitments The Company is a party to an amended research collaboration agreement with The Johns Hopkins University School of Medicine under which the Company licenses certain of its intellectual property directed at the discovery and validation of biomarkers in human subjects, including but not limited to clinical application of biomarkers in the understanding, diagnosis and management of human diseas e. Under the terms of the amended research collaboration agreement, Vermillion is required to pay the greater of 4% royalties on net sales of diagnostic tests using the assigned patents or annual minimum royalties of $57,500 . Royalty expense for the years ended December 31, 2019 and 2018 totaled $176,000 and $120,000 , respectively. Contingent Liabilities From time to time, the Company is involved in legal proceedings and regulatory proceedings arising from operations. The Company establishes reserves for specific liabilities in connection with legal actions that management deems to be probable and estimable. The Company is not currently a party to any proceeding, the adverse outcome of which would have a material adverse effect on the Company’s financial position or results of operations. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2019 | |
Common Stock [Abstract] | |
Common Stock | NOTE 7: Common Stock 2019 Offering On June 26, 2019, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with William Blair & Company, L.L.C., as the sole underwriter (the “Underwriter”), in connection with the underwritten public offering of 18,750,000 shares of the Company’s common stock , par value $0.001 per share . Pursuant to the Underwriting Agreement, the Company agreed to issue and sell an aggregate of 18,750,000 shares of Vermillion common stock offered by the Underwriter in a public offering at a price of $0.80 per share (the “Offering”). The Offering closed on June 28, 2019 and resulted in net proceeds to the Company of approximately $13,521,000 , after deducting expenses of approximately $1,500,000 . Under the Underwriting Agreement, the Company granted the Underwriter an option to purchase up to an additional 2,812,500 shares of Vermillion common stock at the public offering price, less underwriting discounts and commissions. On July 2, 2019, the Underwriter exercised its option to purchase 2,812,500 shares of Vermillion common stock at a price of $0.80 per share and resulted in proceeds to the Company of approximately $2,092,000 , after deducting underwriting discounts, commissions and other expenses related to the offering . 2018 Offerings On April 13, 2018, the Company entered into two underwriting agreements (each, a “2018 Underwriting Agreement”) with Piper Jaffray & Co., as the sole underwriter (the “2018 Underwriter”), in connection with separate but concurrent public offerings of the Company’s securities. Pursuant to the first 2018 Underwriting Agreement, the Company agreed to issue and sell an aggregate of 10,000,000 shares of Vermillion common stock, par value $0.001 per share, offered by the 2018 Underwriter in a public offering at a price to the public of $1.00 per share (the “2018 Common Stock Offering”). Under this 2018 Underwriting Agreement, the Company granted the 2018 Underwriter an option to purchase up to an additional 1,500,000 shares of Vermillion common stock at the public offering price, less underwriting discounts and commissions, to cover over-allotments, if any. The 2018 Underwriter did not exercise this option. The 2018 Common Stock Offering closed on April 17, 2018 and resulted in proceeds, net of 7% underwriting costs and other offering costs, to the Company of $8,992,000 . Pursuant to the second 2018 Underwriting Agreement, the Company agreed to issue and sell an aggregate of 50,000 shares of Vermillion Series B Convertible Preferred Stock, par value $0.001 per share, offered by the 2018 Underwriter in a public offering at a price to the public of $100.00 per share (the “Series B Offering”). The Series B Offering closed on April 17, 2018 and resulted in proceeds, net of 7% underwriting costs and other offering costs, to the Company of $4,496,000 . Upon obtaining Company stockholder approval at the annual meeting of Company stockholders on June 21, 2018, each of the 50,000 shares of Vermillion Series B Convertible Preferred Stock was automatically converted into shares of Vermillion common stock, at a conversion rate of 100 shares of Vermillion common stock per one share of Vermillion Series B Convertible Preferred Stock, including shares issuable pursuant to customary anti-dilution provisions. 2017 Private Placement On February 17, 2017, the Company completed a private placement pursuant to which certain investors purchased 3,747,125 shares of Vermillion common stock at a price of $1.40 per share. Vermillion also issued warrants to purchase shares of common stock at a price of $0.125 per warrant share in the private placement. Net proceeds of the private placement were approximately $5,127,000 after deducting offering expenses. The warrants are exercisable for 2,810,338 shares of Vermillion common stock at $1.80 per share. The warrants may be exercised from time to time beginning August 17, 2017 and expire on the fifth anniversary of the date of issuance or, if earlier, five business days after Vermillion delivers notice that the closing price per share of its common stock exceeded the exercise price for 20 consecutive trading days during the exercise period . The sale of common stock and issuance of warrants qualified for equity treatment under GAAP. The respective values of the warrants and common stock were calculated using their relative fair values and classified under common stock and additional paid-in capital. The value ascribed to the warrants is $804,000 and to the common stock is approximately $4,323,000 . Stockholders Agreement In connection with a private placement offering of common stock and warrants the Company completed in May 2013, the Company entered into a stockholders agreement which, among other things, gives two of the primary investors in that offering the right to participate in any future equity offerings by the Company on the same price and terms as other investors. In addition, this stockholders agreement prohibits the Company from taking certain material actions without the consent of at least one of the two primary investors in that offering. These material actions include: · Making any acquisition with a value greater than $2 million; · Offering, selling or issuing any securities senior to Vermillion’s common stock or any securities that are convertible into or exchangeable or exercisable for securities ranking senior to Vermillion’s common stock; · Taking any action that would result in a change in control of the Company or an insolvency event; and · Paying or declaring dividends on any securities of the Company or distributing any assets of the Company other than in the ordinary course of business or repurchasing any outstanding securities of the Company. The foregoing rights terminate for each stockholder when that stockholder ceases to beneficially own less than 50% of the shares and warrants (taking into account shares issued upon exercise of the warrants), in the aggregate, that were purchased at the closing of the 2013 private placement. Warrants Warrants outstanding as of December 31, 2019 and 2018 were as follows: Exercise Price Number of Shares Outstanding under Warrant Issuance Date Expiration Date per Share December 31, 2019 December 31, 2018 February 17, 2017 February 17, 2022 $ 1.80 2,810,338 2,810,338 2,810,338 2,810,338 |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Loss Per Share [Abstract] | |
Loss Per Share | NOTE 8: Loss Per Share The reconciliation of the numerators and denominators of basic and diluted loss per share for the years ended December 31, 2019 and 2018 was as follows: Loss Shares Per Share (In thousands, except per share data) (Numerator) (Denominator) Amount Year ended December 31, 2018: Net loss available to common shareholders - basic $ (11,371) 70,085,342 $ (0.16) Dilutive effect of common stock shares issuable upon exercise of stock options, exercise of warrants, and unvested restricted stock awards - - Net loss available to common shareholders - diluted $ (11,371) 70,085,342 $ (0.16) Year ended December 31, 2019: Net loss available to common shareholders - basic $ (15,237) 86,595,581 $ (0.18) Dilutive effect of common stock shares issuable upon exercise of stock options, exercise of warrants, and unvested restricted stock awards - - Net loss available to common shareholders - diluted $ (15,237) 86,595,581 $ (0.18) Due to net losses for the years ended December 31, 2019 and 2018, diluted loss per share is calculated using the weighted average number of common shares outstanding and excludes the effects of potential shares of common stock that are antidilutive. The potential shares of common stock that have been excluded from the diluted loss per share calculation above for the years ended December 31, 2019 and 2018 were as follows: Year Ended December 31, 2019 2018 Stock options 6,612,878 4,612,005 Stock warrants 2,810,338 2,810,338 Unvested restricted stock awards - 11,667 Potential common shares 9,423,216 7,434,010 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | NOTE 9: Employee Benefit Plans 2000 Stock Plan Under the Amended and Restated 2000 Stock Plan (the “2000 Plan”), options could be granted at prices not lower than 85% and 100% of the fair market value of the common stock for non-statutory and statutory stock options, respectively. Options generally vest monthly over a period of four years and unexercised options generally expire ten years from the date of grant. The authority of Vermillion’s Board of Directors to grant new stock options and awards under the 2000 Plan terminated in 2010. There were no stock options under the 2000 Stock Plan exercised during the years ended December 31, 2019 or 2018. All remaining options expired during 2018. No additional shares of common stock were reserved for future option grants under the 2000 Plan. 2010 Stock Incentive Plan Under the 2010 Plan, employees, directors and consultants of the Company were eligible to receive a variety of awards, including stock options, share appreciation rights, restricted shares, restricted share units, unrestricted shares, deferred share units, performance and cash-settled awards, and dividend equivalent rights. In June 2015 and June 2018, Vermillion’s stockholders approved increases of 4,500,000 and 4,000,000 , respectively, in the number of shares available for issuance under the 2010 Plan for a total of 12,122,983 shares. Unexercised options generally expire ten years from the date of grant. The authority of Vermillion’s Board of Directors to grant new stock options and awards under the 2010 Plan terminated in 2019. Vermillion’s Board of Directors continued to administer the 2010 Plan with respect to the stock options that remained outstanding under the 2010 Plan . Options to purchase 19,687 shares of common stock were exercised during the year ended December 31, 2019. Options to purchase 32,500 shares of common stock were exercised during the year ended December 31, 2018. During the year ended December 31, 2019, Vermillion issued to Vermillion’s Board of Directors 190,909 shares of restricted stock under the 2010 Plan having a fair value of $252,000 as payment for services rendered in 2019. Vermillion also issued to certain consultants 11,667 shares of restricted stock under the 2010 Plan having a fair value of $4,000 . During the year ended December 31, 2018, Vermillion issued to Vermillion’s Board of Directors an aggregate of 398,400 shares of restricted stock under the 2010 Plan having a fair value of $442,000 as payment for services rendered in 2018. 35,000 of those shares of restricted stock were forfeited upon the departure of a board member in June. The Company also issued to certain consultants 40,606 shares of restricted stock under the 2010 Plan having a fair value of $32,000 . 2019 Stock Incentive Plan At Vermillion’s 2019 annual meeting of stockholders, the Company’s stockholders approved the Vermillion, Inc. 2019 Stock Incentive Plan (the “2019 Plan”). The purposes of the 2019 Plan are (i) to align the interests of the Company’s stockholders and recipients of awards under the 2019 Plan by increasing the proprietary interest of such recipients in the Company’s growth and success; (ii) to advance the interests of the Company by attracting and retaining non-employee directors, officers, other employees, consultants, independent contractors and agents; and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders. The 2019 Plan allows the Company to grant stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to participants. Subject to the terms and conditions of the 2019 Plan, the initial number of shares authorized for grants under the 2019 Plan is 10,492,283 . To the extent an equity award granted under the 2019 Plan or the 2010 Plan expires or otherwise terminates without having been exercised or paid in full, or is settled in cash, the shares of common stock subject to such award will become available for future grant under the 2019 Plan. As of December 31, 2019, a total of 10,492,283 shares of common stock had been reserved for issuance under the 2019 Plan, of which 207,000 shares of common stock are subject to outstanding stock options. The activity related to shares available for grant under the 2000 Plan, the 2010 Plan and the 2019 Plan for the years ended December 31, 2019 and 2018 was as follows: 2000 Stock Plan 2010 Stock Option Plan 2019 Stock Option Plan Total Shares available at December 31, 2017 - 2,054,633 - 2,054,633 Shares added - 4,000,000 - 4,000,000 Options canceled 18,000 861,063 - 879,063 Reduction in shares reserved (18,000) - - (18,000) Options granted - (1,304,000) - (1,304,000) Restricted stock units granted - (432,877) - (432,877) Shares available at December 31, 2018 - 5,178,819 - 5,178,819 Shares added - - 8,000,000 8,000,000 Shares transferred - (2,492,283) 2,492,283 - Options canceled - 691,025 - 691,025 Options granted - (2,504,585) (207,000) (2,711,585) Restricted stock units granted - (202,576) - (202,576) Shares available at December 31, 2019 - 670,400 10,285,283 10,955,683 The stock option activity under the 2000 Plan, the 2010 Plan and the 2019 Plan for the years ended December 31, 2019 and 2018 was as follows: Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Term Options outstanding at December 31, 2017 4,219,568 $ 1.86 $ 1,033 8.02 Granted 1,304,000 0.98 Exercised (32,500) 0.89 Canceled (879,063) 1.58 Options outstanding at December 31, 2018 4,612,005 $ 1.67 $ - 7.17 Granted 2,711,585 1.02 Exercised (19,687) 1.32 Canceled (691,025) 1.79 Options outstanding at December 31, 2019 6,612,878 $ 1.67 $ 303,995 8.66 Shares exercisable: December 31, 2019 3,115,001 $ 1.69 $ 15,026 5.95 Shares expected to vest: December 31, 2019 2,868,259 $ 1.14 $ 288,969 8.66 The range of exercise prices for options outstanding and exercisable at December 31, 2019 is as follows: Exercise Price Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Life in Years Options Exercisable Weighted Average Exercise Price $ 0.01 - $ 1.30 3,769,835 $ 1.02 8.81 851,710 $ 1.13 1.31 - 1.64 1,144,168 1.49 4.97 974,418 1.48 1.65 - 2.08 791,000 1.99 5.21 709,998 1.99 2.09 - 11.55 907,875 2.35 6.37 578,875 2.48 $ 0.01 - $ 11.55 6,612,878 $ 1.40 7.38 3,115,001 $ 1.69 (in thousands) Total Intrinsic Value of Options Exercised Total Fair Value of Vested Options Year ended December 31, 2019 $ 8 $ 2,869 Year ended December 31, 2018 $ 9 $ 2,319 Stock-based Compensation Stock-based Compensation Expense The Company records stock-based compensation net of estimated forfeitures. The assumptions used to calculate the fair value of options granted under the 2010 Plan and the 2019 Plan that were incorporated in the Black-Scholes pricing model for the years ended December 31, 2019 and 2018 were as follows: Year Ended December 31, 2019 2018 Dividend yield - % - % Volatility 79 % 69 % Risk-free interest rate 2.30 % 2.69 % Expected lives (years) 4.0 4.0 Weighted average grant date fair value $ 0.55 $ 0.51 The allocation of employee and director stock-based compensation expense by functional area for the years ended December 31, 2019 and 2018 was as follows: Year Ended December 31, (in thousands) 2019 2018 Cost of sales $ 67 $ 91 Research and development 4 6 Sales and marketing 122 112 General and administrative 942 982 Total $ 1,135 $ 1,191 As of December 31, 2019, total unrecognized compensation cost related to unvested stock option awards was approximately $1,633,000 and the related weighted average period over which it is expected to be recognized was 2.54 years. 401(k) Plan The Company’s 401(k) Plan allows eligible employees to defer up to an annual limit of the lesser of 90.0% of eligible compensation or a maximum contribution amount subject to the Internal Revenue Service annual contribution limit. The Company is not required to make contributions under the 401(k) Plan. During the years ended December 31, 2019 and 2018, the Company did no t contribute to the 401(k) Plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes [Abstract] | |
Income Taxes | NOTE 10: Income Taxes There was no income tax expense or benefit for the years ended December 31, 2019 or 2018 because of net losses during those years. These net losses were generated from domestic operations. Based on the available objective evidence and uncertainty about the timing and amount of any future profits, the Company believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company has provided a full valuation allowance against its net deferred tax assets at December 31, 2019 and 2018. The components of net deferred tax assets (liabilities) at December 31, 2019 and 2018 were as follows: Year Ended December 31, (in thousands) 2019 2018 Deferred tax assets: Net operating losses $ 21,024 $ 20,614 Amortization - R&D intangibles 1,903 2,410 Other 11,577 2,406 Total deferred tax assets 34,504 25,430 Valuation allowance (34,504) (25,430) Deferred tax assets $ - $ - Deferred tax liabilities: Other $ - $ - Deferred tax liabilities $ - $ - Net deferred tax asset $ - $ - The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2019 and 2018 was as follows: Year Ended December 31, 2019 2018 Tax at federal statutory rate 21 % 21 % State tax, net of federal benefit 2 1 Valuation allowance (19) (19) Permanent items (1) - Change in Federal Tax Rate (2017 Tax Reform) - 2 Other (3) (5) Effective income tax rate - % - % As a result of the Tax Cuts and Jobs Act of 2017, net operating losses (“NOLs”) arising before January 1, 2018, and NOLs arising after January 1, 2018, are subject to different rules. The Company’s pre-2018 NOLs will expire in varying amounts from 2023 through 2037, if not utilized and can offset 100% of future taxable income for regular tax purposes. Any NOLs arising after January 1, 2018 can generally be carried forward indefinitely and can offset up to 80% of future taxable income. The Company’s ability to use its NOLs during this period will be dependent on its ability to generate taxable income, and the NOLs could expire before the Company generates sufficient taxable income. The Company’s ability to use net operating loss carryforwards may be restricted due to ownership change limitations occurring in the past or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”), as well as similar state provisions. These ownership changes may also limit the amount of net operating loss carryforwards that can be utilized annually to offset future taxable income and tax, respectively. The Company’s management believes that Section 382 ownership changes occurred as a result of the Company’s follow-on public offerings in 2011, 2013 and 2015. Any limitation may result in the expiration of a portion of the net operating loss carryforwards before utilization and any net operating loss carryforwards that expire prior to utilization as a result of such limitations will be removed from deferred tax assets with a corresponding reduction of the Company’s valuation allowance . Due to the existence of a valuation allowance, it is not expected that such limitations, if any, will have an impact on the Company’s results of operations or financial position. Legislation commonly referred to as the Tax Cuts and Jobs Act (H.R. 1) was enacted on December 22, 2017. ASC740, Accounting for Income Taxes , requires companies to recognize the effect of tax law changes in the period of enactment even though the effective date for most provisions is for tax years beginning after December 31, 2017. Since the Company’s federal deferred tax asset was fully offset by a valuation allowance, the reduction in the U.S. corporate income tax rate to 21% did not materially affect the Company’s financial statements. Provisional amounts Deferred tax assets and liabilities: Certain domestic-related deferred tax assets and liabilities were remeasured based on the rates at which they are expected to reverse in the future, which is generally 21 percent. As a valuation allowance is recorded for the full amount of these deferred tax assets and liabilities, the remeasurement of the deferred tax assets and liabilities was offset by a corresponding remeasurement of the valuation allowance. Company management believes that it is more likely than not that the benefit from certain deferred tax assets will not be realized due to the history of the Company’s operating losses. In recognition of this risk, the Company has provided a valuation allowance on the deferred tax assets relating to these assets. The valuation allowance was approximately $34,500,000 and $25,400,000 at December 31, 2019 and 2018, respectively. The increase of approximately $9,100,000 between 2018 and 2019 is primarily due to adjustments to the domestic deferred tax assets related to the net operating losses. The Company files income tax returns in the U.S. and in various state jurisdictions with varying statutes of limitations. The Company has not been audited by the Internal Revenue Service or any state income or franchise tax agency. As of December 31, 2019, the Company’s federal returns for the years ended 2016 through the current period and most state returns for the years ended 2015 through the current period are still open to examination. In addition, all of the net operating loss carryforwards and research and development credits generated in years earlier than 2016 and 2015, respectively, are still subject to Internal Revenue Service audit. The federal and California tax returns for the year ended December 31, 2018 reflect research and development carryforwards of $5,427,000 and $5,330,000 , respectively. The Company has recognized additional deferred tax assets for federal and California research and development credits of $0 and $21,000 for the year ended December 31, 2019, respectively. As of December 31, 2019, the Company’s gross unrecognized tax benefits are approximately $10,644,000 which are attributable to research and development credit carryforwards. A reconciliation of the change in the Company’s unrecognized tax benefits is as follows: (in thousands) Federal Tax State Tax Total Balance at December 31, 2017 $ 5,476 $ 5,352 $ 10,828 Return to provision true up 145 (40) 105 Increase in tax position during 2018 16 18 34 Decrease due to expirations during 2018 - - - Balance at December 31, 2018 $ 5,637 $ 5,330 $ 10,967 Return to provision true up (210) - (210) Increase in tax position during 2019 - 21 21 Decrease due to expirations during 2019 (134) - (134) Balance at December 31, 2019 $ 5,293 $ 5,351 $ 10,644 The increase for the year ended December 31, 2019 relates to a position taken in the current year. The increase for the year ended December 31, 2018 is related to tax positions taken during 2018 and prior years. If the $10,644,000 of unrecognized income tax benefit is recognized, approximately $10,644,000 would impact the effective tax rate in the period in which each of the benefits is recognized. The Company recognizes interest and penalties related to unrecognized tax benefits within the interest expense line and other expense line, respectively, in the consolidated statement of operations and comprehensive loss. The Company has no t recorded any interest or penalties as a result of uncertain tax positions as of December 31, 2019 and 2018. Accrued interest and penalties would be included within the related liability in the consolidated balance sheet. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 11: Related Party Transactions On December 18, 2017, the Company entered into a consulting agreement for a term of up to five months with the Company’s former Senior Vice President, Finance and Chief Accounting Officer. Pursuant to the terms of the consulting agreement through May 15, 2018, the consultant provided accounting and finance services related to the transition of financial leadership. The Company agreed to pay $150 per hour for such consulting services. The consultant also remained eligible for payout under the Company’s 2017 Corporate Incentive Plan after he satisfactorily met certain performance obligations as outlined in the consulting agreement. During the years ended December 31, 2019 and 2018, the consultant was paid an aggregate of $0 and $53,925 for services provided pursuant to the consulting agreement. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12: SUBSEQUENT EVENTS On February 19, 2020, the Company finalized an in-network contract agreement with CIGNA. This agreement includ es OVA1 and Overa , as well as our ovarian and carrier genetics testing panels. The final agreed prices will be effective April 1, 2020. On March 11, 2020, the World Health Organization declared the outbreak of the novel coronavirus (“COVID-19”) a global pandemic, which continues to spread throughout the United States and around the world. This outbreak has severely impacted global economic activity, and many countries and many states in the United States have reacted to the outbreak by instituting quarantines, mandating business and school closures and restricting travel. In addition, many conventions and industry conferences have been canceled. As of the date of the filing of this annual report on Form 10-K, the Company expects the COVID-19 pandemic and actions taken to contain it to decrease our travel and convention-related expenses for 2020. The Company is taking several measures to minimize the impact of the current closures and quarantines. The Company’s salespeople are experiencing limitations on their ability to physically visit physician offices. The Company is evaluating other means of coverage such as virtual sales rep meetings and leveraging social media. While these disruptions could be temporary, continued disruption may negatively impact sales for 2020 and the Company’s overall liquidity. The full impact of COVID-19 continues to evolve as the date of this filing. As a result, the Company is not able to estimate the effects of COVID-19 on its results of operations, financial condition, or liquidity for 2020. On March 27, 2020, the U.S federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “ CARES Act” ) . The CARES Act is an emergency economic stimulus package in response to the c oronavirus outbreak which , among other things , contains numerous income tax provisions. Some of these tax provisions are expected to be effective retroactively for years ending before the date of enactment. The Company is currently evaluating the implications of the CARES Act , and its impact on the financial statements and related disclosures has not yet been determined. |
Basis Of Presentation And Signi
Basis Of Presentation And Significant Accounting And Reporting Policies (Policy) | 12 Months Ended |
Dec. 31, 2019 | |
Basis Of Presentation And Significant Accounting And Reporting Policies [Abstract] | |
Organization | Organization Vermillion, Inc. (“Vermillion”; Vermillion and its wholly-owned subsidiaries are collectively referred to as the “Company”) is incorporated in the state of Delaware, and is engaged in the business of developing and commercializing diagnostic tests for gynecologic disease. The Company sells the OVA1™, Overa™ and Ova1PLUS™ risk of malignancy tests for ovarian cancer (“OVA1”, “Overa” and “OVA1PLUS,” respectively) through Vermillion’s wholly-owned Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) certified clinical laboratory, ASPiRA LABS, Inc. (“ASPiRA LABS”). The Company also recently launched genetic testing for specific women’s health diseases, called ASPiRA GenetiX, with a core focus on ovarian cancer. The Company also offered in-vitro diagnostic (“IVD”) trial services to third-party customers through its wholly-owned subsidiary, ASPiRA IVD, Inc. (“ASPiRA IVD”), which commenced operations in June 2016. ASPiRA IVD is a specialized, CLIA certified, laboratory provider dedicated to meeting the unique testing needs of IVD manufacturers seeking to commercialize high-complexity assays. The Company stopped pursuing contracts through ASPiRA IVD in 2019. All contracts and obligations of ASPiRA IVD had been fulfilled. The Company’s only remaining obligation as of December 31, 2019, with respect to ASPiRA IVD, is to furnish documents that support work done during customer trials upon request. Upon closure of ASPiRA IVD’s business, the Company evaluated common costs that would remain with the business after the closure. It was determined that approximately $260,000 of the Company’s costs that were previously allocated to the ASPiRA IVD subsidiary, including cost of revenue, would not be eliminated with the closure. The Company also retired assets with a net book value of approximately $50,000 relating to the closure of the business. These assets included leasehold improvements used to build out the lab as well as some specialized equipment that could not be repurposed to other areas of the Company. |
Liquidity | Liquidity As discussed in Note 6, on March 22, 2016, the Company entered into a loan agreement ( as amended , the “Loan Agreement”), pursuant to which it may borrow up to $4,000,000 from the State of Connecticut Department of Economic and Community Development ( the “DECD”). An initial disbursement of $2,000,000 was made to the Company on April 15, 2016 under the Loan Agreement. The remaining $2,000,000 will be advanced if and when the Company achieves certain other future milestones. The loan may be prepaid at any time without premium or penalty. As discussed in Note 7, on April 17, 2018, the Company completed two public offerings (the “2018 Offerings”), pursuant to which certain investors purchased Vermillion common stock and Vermillion Series B convertible preferred stock for net proceeds of approximately $13,488,000 after deducting offering expenses. As discussed in Note 7, on June 28, 2019, the Company completed a public offering (the “Offering”), pursuant to which certain investors purchased Vermillion common stock for net proceeds of approximately $13,521,000 after deducting underwriting discounts, commissions and other expenses related to the offering. On July 2, 2019, William Blair & Company, L.L.C., the sole underwriter of the Offering, exercised its option to purchase additional shares of Vermillion common stock for net proceeds of approximately $2,092,000 , after deducting underwriting discounts, commissions and other expenses related to the offering . The Company has incurred significant net losses and negative cash flows from operations since inception, and as a result has an accumulated deficit of approximately $422,161,000 at December 31, 2019. The Company expects to incur a net loss in 2020 as well. The Company’s management believes that successful achievement of the business objectives will require additional financing. The Company expects to raise capital through a variety of sources, which may include the exercise of common stock warrants, public and private equity offerings, debt financing, collaborations, licensing arrangements, grants and government funding and strategic alliances. However, additional funding may not be available when needed or on terms acceptable to the Company. If the Company is unable to obtain additional capital, it may not be able to continue sales and marketing, research and development, or other operations on the scope or scale of current activity and that could have a material adverse effect on the business, results of operations and financial condition. There can be no assurance that the Company will achieve or sustain profitability or positive cash flow from operations. Management expects cash from product sales and licensing to be the Company’s only material, recurring source of cash in 2020. Given the above conditions, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are filed. The consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from these uncertainties. |
Basis Of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation |
Use Of Estimates | Use of Estimates The preparation of consolidated financial statements in accordance with generally accepted accounting principles in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The primary estimates underlying the Company’s consolidated financial statements include assumptions regarding revenue recognition as well as variables used in calculating the fair value of the Company’s equity awards, income taxes and contingent liabilities. Actual results could differ from those estimates. |
Cash And Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with maturities of three months or less from the date of purchase, which are readily convertible into known amounts of cash and are so near to their maturity that they present an insignificant risk of changes in value because of interest rate changes. Highly liquid investments that are considered cash equivalents include money market funds, certificates of deposits, treasury bills and commercial paper. The carrying value of cash equivalents approximates fair value due to the short-term maturity of these securities. |
Fair Value Measurement | Fair Value Measurement Accounting Standards Codification (“ASC”) Topic 820, Fair Value and Measurements (“ASC 820”), defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 prices such as quoted prices 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 assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. |
Concentration Of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents in recognized financial institutions in the United States. The funds are insured by the FDIC up to a maximum of $250,000 , but are otherwise unprotected. The Company has not experienced any losses associated with deposits of cash and cash equivalents. The Company does not invest in derivative instruments or engage in hedging activities. |
Accounts Receivable | Accounts receivable Virtually all accounts receivable are derived from sales made to customers located in North America. The Company performs ongoing credit evaluations of its customer’s financial condition and generally does not require collateral. The Company maintains an allowance for doubtful accounts based upon the expected collectability of accounts receivable. |
Property And Equipment | Property and Equipment Property and equipment are carried at cost less accumulated depreciation and amortization. Property and equipment are depreciated when placed into service using the straight-line method over the estimated useful lives, generally three to five years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the remaining term of the lease. Maintenance and repairs are charged to operations as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Property and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If property and equipment are considered to be impaired, an impairment loss is recognized. |
Revenue Recognition | Revenue Recognition Product Revenue: The Company recognizes product revenue in accordance with the provisions of ASC 606. Product revenue is recognized upon completion of the OVA1, Overa or OVA1PLUS test and delivery of results to the physician based on estimates of amounts that will ultimately be realized. In determining the amount of revenue to be recognized for a delivered test result, the Company considers factors such as payment history and amount, payer coverage, whether there is a reimbursement contract between the payer and the Company, and any current developments or changes that could impact reimbursement. These estimates require significant judgment by management as the collection cycle on some accounts can be as long as one year. The Company also reviews its patient account population and determines an appropriate distribution of patient accounts by payer ( i.e. , Medicare, patient pay, other third-party payer, etc .) into portfolios with similar collection experience. The Company has elected this practical expedient that, when evaluated for collectability, results in a materially consistent revenue amount for such portfolios as if each patient account were evaluated on an individual contract basis. During the year ended December 31, 2019, there were adjustments to estimates to recognize revenue for services provided in a prior period totaling a net of approximately $56,000 . There were no impairment losses on accounts receivable recorded during the years ended December 31, 2019 or 2018. Under the modified retrospective implementation method, the Company recorded a one-time cumulative effect adjustment at January 1, 2018 to reflect the aggregate effect of all open OVA1 and Overa tests performed prior to January 1, 2018 as if revenue had been recognized under ASC 606. The cumulative effect adjustment was recorded increasing the opening balance of Accounts Receivable by $500,000 in the condensed consolidated balance sheets with an offsetting reduction to Accumulated Deficit. The Company’s right to receive payment on this balance is contingent only on the passage of time. ASC 606 did not have an aggregate impact on the Company’s net cash provided by operating activities, but resulted in offsetting changes in certain assets and liabilities presented within net cash provided by operating activities in the Company’s consolidated statement of cash flows. Other Practical Expedients The Company does not adjust the transaction price for the effects of a significant financing component, as at contract inception, the Company expects the collection cycle to be one year or less. The Company expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses. Genetics Revenue: Under ASC 606, the Company’s genetics revenue is recognized upon completion of the ASPiRA GenetiX test and delivery of results based on estimates of amounts that will ultimately be realized. In determining the amount of revenue to be recognized for a delivered test result, the Company considers factors such as payment history and amount, payer coverage, whether there is a reimbursement contract between the payer and the Company, and any current developments or changes that could impact reimbursement. These estimates require significant judgment by management as there is not significant history on which to rely. Service Revenue: The Company’s service revenue was generated by performing IVD trial services for third-party customers. Application of the modified retrospective method did not impact amounts previously reported by the Company, nor did it require a cumulative effect adjustment upon adoption, as the Company’s method of recognizing revenue under ASC 606 was analogous to the method utilized immediately prior to adoption. Measurement of progress on contracts with customers was generally based on the input measurement of cost incurred relative to the total expected costs to satisfy the performance obligation. The Company has not disclosed the value of unsatisfied performance obligations for all service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adoption rules. The remainder are not material to the consolidated financial statements. |
Research And Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development costs consist primarily of payroll and related costs, materials and supplies used in the development of new products, and fees paid to third parties that conduct certain research and development activities on behalf of the Company. In addition, acquisitions of assets to be consumed in research and development, with no alternative future use, are expensed as incurred as research and development costs. Software development costs incurred in the research and development of new products are expensed as incurred until technological feasibility is established. |
Patent Costs | Patent Costs Costs incurred in filing, prosecuting and maintaining patents (principally legal fees) are expensed as incurred and recorded within general and administrative expenses on the Consolidated Statements of Operations. Such costs aggregated approximately $203,000 and $219,000 for the years ended December 31, 2019 and 2018, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company records the fair value of non-cash stock-based compensation costs for stock options related to the Amended and Restated 2010 Stock Incentive Plan, as amended (the “2010 Plan”). The Company estimates the fair value of stock options using a Black-Scholes option valuation model. This model requires the input of subjective assumptions including expected stock price volatility, expected life and estimated forfeitures of each award. The Company uses the straight-line method to amortize the fair value over the requisite service period of the award, which is generally equal to the vesting period. These assumptions consist of estimates of future market conditions, which are inherently uncertain, and therefore are subject to management's judgment. The expected life of options is based on historical data of actual experience with the options granted and represents the period of time that the options granted are expected to be outstanding. This data includes employees’ expected exercise and post-vesting employment termination behaviors. The expected stock price volatility is estimated using Company historical volatility in deriving the expected volatility assumption . The Company made an assessment that Company historic volatility is most representative of future stock price trends. The expected dividend yield is based on the estimated annual dividends that are expected to be paid over the expected life of the options as a percentage of the market value of the Company’s common stock as of the grant date. The risk-free interest rate for the expected life of the options granted is based on the United States Treasury yield curve in effect as of the grant date. The Company records stock-based compensation net of estimated forfeitures. |
Contingencies | Contingencies The Company accounts for contingencies in accordance with ASC 450 Contingencies (“ASC 450”) which requires that an estimated loss from a loss contingency be accrued when (i) information available prior to issuance of the financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and (ii) when the amount of the loss can be reasonably estimated. Accounting for contingencies such as legal and contract dispute matters requires the use of management’s judgment. Management believes that the Company’s accruals for these matters are adequate. Nevertheless, the actual loss from a loss contingency might differ from management’s estimates. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and the tax bases of assets and liabilities using the current tax laws and rates. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. ASC Topic 740, Accounting for Uncertainty in Income Taxes clarifies the accounting for uncertainty in income taxes recognized in the financial statements and provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. This interpretation also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, and disclosure. The Company recognizes interest and penalties related to unrecognized tax benefits within the interest expense line and other expense line, respectively, in the Consolidated Statements of Operations. Accrued interest and penalties are included within the related liability lines in the Consolidated Balance Sheets. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock adjusted for the dilutive effect of common stock equivalent shares outstanding during the period. Common stock equivalents consist of stock options, restricted stock units and stock warrants. Common equivalent shares are excluded from the computation in periods in which they have an anti-dilutive effect on earnings per share. |
Fair Value Of Financial Instruments | Fair Value of Financial Instruments Financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and debt. The estimated fair value of financial instruments has been determined using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value; therefore, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange. The effect of using different market assumptions and/or estimation methodologies may be material to the estimated fair value amounts. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and debt are at cost, which approximates fair value due to the short maturity of those instruments. The carrying value of debt approximates fair value due to its interest rate approximating market rates of interest available to the Company for similar instruments. |
Segment Reporting | Segment Reporting The Company’s chief operating decision maker evaluates the business on a consolidated basis and therefore, the Company operates one operating and reportable segment. |
Property And Equipment (Tables)
Property And Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property And Equipment [Abstract] | |
Components Of Property And Equipment | December 31, (in thousands) 2019 2018 Machinery and equipment $ 841 $ 1,367 Demonstration equipment 16 39 Computer equipment and software 1,094 1,109 Furniture and fixtures 144 137 Leasehold improvements 639 706 Gross property and equipment 2,734 3,358 Accumulated depreciation and amortization (2,381) (2,750) Property and equipment, net $ 353 $ 608 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities [Abstract] | |
Components Of Accrued Liabilities | December 31, (in thousands) 2019 2018 Payroll and benefits related expenses $ 1,229 $ 853 Collaboration and research agreements expenses 350 366 Professional services 679 329 Other accrued liabilities 330 277 Total accrued liabilities $ 2,588 $ 1,825 |
Commitments, Contingencies An_2
Commitments, Contingencies And Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments, Contingencies And Debt [Abstract] | |
Annual Amounts of Future Minimum Principal Payments Under Certain Contractual Obligations | Payments Due by Period (in thousands) Total 2020 2021 2022 2023 2024 Thereafter Debt Obligations 1,314 197 200 205 209 213 290 Total $ 1,314 $ 197 $ 200 $ 205 $ 209 $ 213 $ 290 |
Expense Associated with Operating Leases | Year Ended December 31 Lease Cost Classification 2019 2018 Operating rent expense Cost of revenue $ 38 $ 100 Research and development 11 27 Sales and marketing 35 49 General and administrative 46 89 Variable rent expense Cost of revenue $ 49 $ 1 Research and development 14 0 Sales and marketing 41 1 General and administrative 57 2 |
Future Lease Payments Related to Operating Leases | 2020 40 2021 14 Total Operating Lease Payments 54 Less: Interest (2) Present Value of Lease Liabilities $ 52 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Common Stock [Abstract] | |
Schedule Of Warrants Outstanding | Exercise Price Number of Shares Outstanding under Warrant Issuance Date Expiration Date per Share December 31, 2019 December 31, 2018 February 17, 2017 February 17, 2022 $ 1.80 2,810,338 2,810,338 2,810,338 2,810,338 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Loss Per Share [Abstract] | |
Reconciliation Of Numerators And Denominators Of Basic And Diluted Loss Per Share | Loss Shares Per Share (In thousands, except per share data) (Numerator) (Denominator) Amount Year ended December 31, 2018: Net loss available to common shareholders - basic $ (11,371) 70,085,342 $ (0.16) Dilutive effect of common stock shares issuable upon exercise of stock options, exercise of warrants, and unvested restricted stock awards - - Net loss available to common shareholders - diluted $ (11,371) 70,085,342 $ (0.16) Year ended December 31, 2019: Net loss available to common shareholders - basic $ (15,237) 86,595,581 $ (0.18) Dilutive effect of common stock shares issuable upon exercise of stock options, exercise of warrants, and unvested restricted stock awards - - Net loss available to common shareholders - diluted $ (15,237) 86,595,581 $ (0.18) |
Potential Shares Of Common Stock Excluded From Diluted Loss Per Share Calculation | Year Ended December 31, 2019 2018 Stock options 6,612,878 4,612,005 Stock warrants 2,810,338 2,810,338 Unvested restricted stock awards - 11,667 Potential common shares 9,423,216 7,434,010 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Employee Benefit Plans [Abstract] | |
Activity Related to Shares Available for Grant Under the 2000 Plan and 2010 Plan | 2000 Stock Plan 2010 Stock Option Plan 2019 Stock Option Plan Total Shares available at December 31, 2017 - 2,054,633 - 2,054,633 Shares added - 4,000,000 - 4,000,000 Options canceled 18,000 861,063 - 879,063 Reduction in shares reserved (18,000) - - (18,000) Options granted - (1,304,000) - (1,304,000) Restricted stock units granted - (432,877) - (432,877) Shares available at December 31, 2018 - 5,178,819 - 5,178,819 Shares added - - 8,000,000 8,000,000 Shares transferred - (2,492,283) 2,492,283 - Options canceled - 691,025 - 691,025 Options granted - (2,504,585) (207,000) (2,711,585) Restricted stock units granted - (202,576) - (202,576) Shares available at December 31, 2019 - 670,400 10,285,283 10,955,683 |
Stock Option Activity Under 2000 Plan and 2010 Plan | Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Term Options outstanding at December 31, 2017 4,219,568 $ 1.86 $ 1,033 8.02 Granted 1,304,000 0.98 Exercised (32,500) 0.89 Canceled (879,063) 1.58 Options outstanding at December 31, 2018 4,612,005 $ 1.67 $ - 7.17 Granted 2,711,585 1.02 Exercised (19,687) 1.32 Canceled (691,025) 1.79 Options outstanding at December 31, 2019 6,612,878 $ 1.67 $ 303,995 8.66 Shares exercisable: December 31, 2019 3,115,001 $ 1.69 $ 15,026 5.95 Shares expected to vest: December 31, 2019 2,868,259 $ 1.14 $ 288,969 8.66 |
Range of Exercise Prices for Options Outstanding and Exercisable | Exercise Price Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Life in Years Options Exercisable Weighted Average Exercise Price $ 0.01 - $ 1.30 3,769,835 $ 1.02 8.81 851,710 $ 1.13 1.31 - 1.64 1,144,168 1.49 4.97 974,418 1.48 1.65 - 2.08 791,000 1.99 5.21 709,998 1.99 2.09 - 11.55 907,875 2.35 6.37 578,875 2.48 $ 0.01 - $ 11.55 6,612,878 $ 1.40 7.38 3,115,001 $ 1.69 |
Fair Value of Options Vested | (in thousands) Total Intrinsic Value of Options Exercised Total Fair Value of Vested Options Year ended December 31, 2019 $ 8 $ 2,869 Year ended December 31, 2018 $ 9 $ 2,319 |
Assumptions Used to Calculate Fair Value of Options Granted Under 2010 Plan | Year Ended December 31, 2019 2018 Dividend yield - % - % Volatility 79 % 69 % Risk-free interest rate 2.30 % 2.69 % Expected lives (years) 4.0 4.0 Weighted average grant date fair value $ 0.55 $ 0.51 |
Allocation of Employee and Director Stock-Based Compensation Expense by Functional Area | Year Ended December 31, (in thousands) 2019 2018 Cost of sales $ 67 $ 91 Research and development 4 6 Sales and marketing 122 112 General and administrative 942 982 Total $ 1,135 $ 1,191 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes [Abstract] | |
Components Of Deferred Tax Assets (Liabilities) | Year Ended December 31, (in thousands) 2019 2018 Deferred tax assets: Net operating losses $ 21,024 $ 20,614 Amortization - R&D intangibles 1,903 2,410 Other 11,577 2,406 Total deferred tax assets 34,504 25,430 Valuation allowance (34,504) (25,430) Deferred tax assets $ - $ - Deferred tax liabilities: Other $ - $ - Deferred tax liabilities $ - $ - Net deferred tax asset $ - $ - |
Reconciliation Of Statutory Federal Income Tax Rate | Year Ended December 31, 2019 2018 Tax at federal statutory rate 21 % 21 % State tax, net of federal benefit 2 1 Valuation allowance (19) (19) Permanent items (1) - Change in Federal Tax Rate (2017 Tax Reform) - 2 Other (3) (5) Effective income tax rate - % - % |
Reconciliation Of Change In Unrecognized Tax Benefits | (in thousands) Federal Tax State Tax Total Balance at December 31, 2017 $ 5,476 $ 5,352 $ 10,828 Return to provision true up 145 (40) 105 Increase in tax position during 2018 16 18 34 Decrease due to expirations during 2018 - - - Balance at December 31, 2018 $ 5,637 $ 5,330 $ 10,967 Return to provision true up (210) - (210) Increase in tax position during 2019 - 21 21 Decrease due to expirations during 2019 (134) - (134) Balance at December 31, 2019 $ 5,293 $ 5,351 $ 10,644 |
Basis Of Presentation And Sum_2
Basis Of Presentation And Summary Of Significant Accounting And Reporting Policies (Details) | Jul. 02, 2019USD ($) | Jun. 28, 2019USD ($) | Apr. 17, 2018USD ($)item | Apr. 15, 2016USD ($) | Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | Mar. 22, 2016USD ($) |
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of public offerings | item | 2 | ||||||
Proceeds from public offering | $ 13,521,000 | $ 13,488,000 | |||||
Accumulated deficit | $ (422,161,000) | $ (406,924,000) | |||||
Revenues | 4,538,000 | 3,053,000 | |||||
Impairment losses | 0 | 0 | |||||
Patent costs | $ 203,000 | $ 219,000 | |||||
Number of reportable segments | segment | 1 | ||||||
Accounting Standards Update 2014-09 [Member] | |||||||
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Cumulative effect of adjustment | $ 500,000 | ||||||
Restatement Adjustment [Member] | Accounting Standards Update 2014-09 [Member] | |||||||
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Revenues | 56,000 | ||||||
DECD [Member] | Line of Credit [Member] | |||||||
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items] | |||||||
DECD maximum borrowing capacity | $ 4,000,000 | ||||||
DECD initial disbursement | $ 2,000,000 | ||||||
DECD remaining borrowing capacity | $ 2,000,000 | ||||||
William Blair & Company, L.L.C [Member] | |||||||
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Proceeds from public offering | $ 2,092,000 | ||||||
ASPiRA IVD [Member] | Closure of Business [Member] | |||||||
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Costs including CODG and sales | 260,000 | ||||||
Retired assets net book value | $ 50,000 | ||||||
Minimum [Member] | |||||||
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Property and equipment useful life | 3 years | ||||||
Maximum [Member] | |||||||
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Property and equipment useful life | 5 years |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details) | Jan. 01, 2019USD ($)contract | Dec. 31, 2019USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease liability | $ 52,000 | |
Accounting Standards Update 2016-02 [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Number of operating office leases | contract | 2 | |
Number of operating short-term lease | contract | 1 | |
Operating lease term | 12 months | |
Operating lease right-of-use assets | $ 178,000 | |
Operating lease liability | 178,000 | |
Cumulative effect of adjustment | $ 0 |
Property And Equipment (Narrati
Property And Equipment (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property And Equipment [Abstract] | ||
Depreciation expense for property and equipment | $ 333 | $ 675 |
Property And Equipment (Compone
Property And Equipment (Components Of Property And Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 2,734 | $ 3,358 |
Accumulated depreciation and amortization | (2,381) | (2,750) |
Property and equipment, net | 353 | 608 |
Machinery And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 841 | 1,367 |
Demonstration Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 16 | 39 |
Computer Equipment And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 1,094 | 1,109 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 144 | 137 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 639 | $ 706 |
Accrued Liabilities (Components
Accrued Liabilities (Components Of Accrued Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued Liabilities [Abstract] | ||
Payroll and benefits related expenses | $ 1,229 | $ 853 |
Collaboration and research agreements expenses | 350 | 366 |
Professional services | 679 | 329 |
Other accrued liabilities | 330 | 277 |
Total accrued liabilities | $ 2,588 | $ 1,825 |
Commitments, Contingencies An_3
Commitments, Contingencies And Debt (Narrative) (Details) | Apr. 03, 2020USD ($)employee | Apr. 15, 2016USD ($) | Oct. 31, 2015USD ($)item | Dec. 31, 2019USD ($)employee | Dec. 31, 2018USD ($) | Mar. 07, 2018USD ($) | Mar. 22, 2016USD ($) |
Commitments And Contingencies [Line Items] | |||||||
Royalty expense | $ 176,000 | $ 120,000 | |||||
Austin, Texas facility | |||||||
Commitments And Contingencies [Line Items] | |||||||
Lease expiration date | Jan. 31, 2020 | ||||||
Trumbull, Connecticut Facility [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Leasehold improvements | $ 596,000 | ||||||
Lease renewal term | 5 years | ||||||
Rate of fair market value to determine lease renewal terms | 90.00% | ||||||
Lease expiration date | Jun. 8, 2021 | ||||||
Maximum [Member] | Trumbull, Connecticut Facility [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Lessee operating lease frequency of renewal terms | item | 2 | ||||||
Minimum [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Annual minimum quantities of reagent purchase commitments | $ 178,000 | ||||||
Johns Hopkins University School Of Medicine [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Percent of royalty paid | 4.00% | ||||||
Minimum royalty payment | $ 57,500 | ||||||
Line of Credit [Member] | DECD [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
DECD maximum borrowing capacity | $ 4,000,000 | ||||||
Fixed rate per annum | 2.00% | ||||||
Amount eligible for forgiveness | $ 1,500,000 | ||||||
Number of full-time employees required to hire | employee | 25 | ||||||
Job creation, term | 2 years | ||||||
Debt, maturity term | 10 years | ||||||
Debt penalty percentage | 5.00% | ||||||
DECD initial disbursement | $ 2,000,000 | ||||||
DECD remaining borrowing capacity | $ 2,000,000 | ||||||
Balance of the DECD loan, net of issuance costs | $ 1,292,000 | $ 1,481,000 | |||||
Line of Credit [Member] | DECD [Member] | Amended Loan Agreement [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Number of full-time employees required to hire | employee | 40 | ||||||
Capital investment required to meet loan criteria | $ 18,000,000 | ||||||
DECD remaining borrowing capacity | $ 2,000,000 | ||||||
Line of Credit [Member] | DECD [Member] | Subsequent Event [Member] | Amended Loan Agreement [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Number of full-time employees required to hire | employee | 25 | ||||||
Capital investment required to meet loan criteria | $ 18,800,000 | ||||||
DECD remaining borrowing capacity | 2,000,000 | ||||||
Line of Credit [Member] | DECD [Member] | Subsequent Event [Member] | First Loan Available Under Loan Agreement [Member] | Amended Loan Agreement [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
DECD remaining borrowing capacity | 1,000,000 | ||||||
Line of Credit [Member] | DECD [Member] | Subsequent Event [Member] | Final Loan Available Under Loan Agreement [Member] | Amended Loan Agreement [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
DECD remaining borrowing capacity | $ 1,000,000 |
Commitments, Contingencies An_4
Commitments, Contingencies And Debt (Annual Amounts of Future Minimum Principal Payments Under Certain Contractual Obligations) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments, Contingencies And Debt [Abstract] | |
Debt obligations future minimum principal payments, 2020 | $ 197 |
Debt obligations future minimum principal payments, 2021 | 200 |
Debt obligations future minimum principal payments, 2022 | 205 |
Debt obligations future minimum principal payments, 2023 | 209 |
Debt obligations future minimum principal payments, 2024 | 213 |
Debt obligations future minimum principal payments, Thereafter | 290 |
Debt Obligations, Total | 1,314 |
Contractual obligation, 2020 | 197 |
Contractual obligation, 2021 | 200 |
Contractual obligation, 2022 | 205 |
Contractual obligation, 2023 | 209 |
Contractual obligation, 2024 | 213 |
Contractual obligation, Thereafter | 290 |
Total | $ 1,314 |
Commitments, Contingencies An_5
Commitments, Contingencies And Debt (Expense Associated with Operating Leases) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cost Of Revenue [Member] | ||
Operating rent expense | $ 38 | $ 100 |
Variable rent expense | 49 | 1 |
Research And Development [Member] | ||
Operating rent expense | 11 | 27 |
Variable rent expense | 14 | 0 |
Sales And Marketing [Member] | ||
Operating rent expense | 35 | 49 |
Variable rent expense | 41 | 1 |
General And Administrative [Member] | ||
Operating rent expense | 46 | 89 |
Variable rent expense | $ 57 | $ 2 |
Commitments, Contingencies An_6
Commitments, Contingencies And Debt (Future Lease Payments Related to Operating Leases) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2020 | $ 40 |
2021 | 14 |
Total Operating Lease Payments | 54 |
Less: Interest | (2) |
Present Value of Lease Liabilities | $ 52 |
Common Stock (Narrative) (Detai
Common Stock (Narrative) (Details) $ / shares in Units, $ in Thousands | Jul. 02, 2019USD ($)$ / sharesshares | Jun. 28, 2019USD ($)$ / sharesshares | Jun. 21, 2018shares | Apr. 17, 2018USD ($) | Apr. 13, 2018agreement$ / sharesshares | Feb. 17, 2017USD ($)$ / sharesshares | May 31, 2013USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Jun. 26, 2019$ / sharesshares |
Common Stock Equity [Line Items] | ||||||||||
Common stock, shares issued | shares | 97,286,157 | 75,501,394 | ||||||||
Preferred stock, shares issued | shares | 0 | 0 | ||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||
Proceeds from public offering | $ 13,521 | $ 13,488 | ||||||||
Net proceeds after deducting offering costs from common stock issued | $ 13,521 | $ 8,990 | ||||||||
Warrants outstanding to purchase shares | shares | 2,810,338 | 2,810,338 | ||||||||
Common stock value | $ 97 | $ 75 | ||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||
Common Stock Equity [Line Items] | ||||||||||
Preferred stock, shares issued | shares | 50,000 | |||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||
Underwriting agreement, per share | $ / shares | $ 100 | |||||||||
Percent of net proceeds of underwriting costs and other offering costs | 7.00% | |||||||||
Proceeds from public offering | $ 4,496 | |||||||||
Shares converted | shares | 50,000 | |||||||||
Common Stock [Member] | ||||||||||
Common Stock Equity [Line Items] | ||||||||||
Number of underwriting agreements | agreement | 2 | |||||||||
Common stock, shares issued | shares | 10,000,000 | |||||||||
Common stock, par value | $ / shares | $ 0.001 | |||||||||
Underwriting agreement, per share | $ / shares | $ 1 | |||||||||
Percent of net proceeds of underwriting costs and other offering costs | 7.00% | |||||||||
Proceeds from public offering | $ 8,992 | |||||||||
Public Offering [Member] | Common Stock [Member] | ||||||||||
Common Stock Equity [Line Items] | ||||||||||
Common stock, shares issued | shares | 18,750,000 | |||||||||
Common stock share price | $ / shares | $ 0.80 | |||||||||
Proceeds from public offering | $ 13,521 | |||||||||
Transaction costs | $ 1,500 | |||||||||
Over-Allotment Option [Member] | Common Stock [Member] | ||||||||||
Common Stock Equity [Line Items] | ||||||||||
Common stock, shares issued | shares | 2,812,500 | |||||||||
Common stock share price | $ / shares | $ 0.80 | |||||||||
Underwriting agreement | shares | 1,500,000 | |||||||||
Proceeds from public offering | $ 2,092 | |||||||||
Private Placement [Member] | ||||||||||
Common Stock Equity [Line Items] | ||||||||||
Common stock, shares issued | shares | 3,747,125 | |||||||||
Sale of stock, price per share | $ / shares | $ 1.40 | |||||||||
Issued a warrant to purchase common stock with a cost | $ / shares | $ 0.125 | |||||||||
Net proceeds after deducting offering costs from common stock issued | $ 5,127 | |||||||||
Warrants outstanding to purchase shares | shares | 2,810,338 | |||||||||
Exercise price of warrants | $ / shares | $ 1.80 | |||||||||
Fair value of warrants issued | $ 804 | |||||||||
Common stock value | $ 4,323 | |||||||||
Maximum acquisition amount under shareholder agreement without consent of at least one of the primary investors | $ 2,000 | |||||||||
Minimum share and warrant ownership percentage that terminate forgoing rights for each stockholder | 50.00% | |||||||||
William Blair & Company, L.L.C [Member] | ||||||||||
Common Stock Equity [Line Items] | ||||||||||
Proceeds from public offering | $ 2,092 | |||||||||
William Blair & Company, L.L.C [Member] | Public Offering [Member] | Common Stock [Member] | ||||||||||
Common Stock Equity [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.001 | |||||||||
Underwriting agreement | shares | 18,750,000 |
Common Stock (Schedule Of Warra
Common Stock (Schedule Of Warrants Outstanding) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Class of Warrant or Right [Line Items] | ||
Number of Shares Outstanding under Warrant | 2,810,338 | 2,810,338 |
Period 4 | ||
Class of Warrant or Right [Line Items] | ||
Issuance Date | Feb. 17, 2017 | |
Expiration Date | Feb. 17, 2022 | |
Exercise Price per Share | $ 1.80 | |
Number of Shares Outstanding under Warrant | 2,810,338 | 2,810,338 |
Loss Per Share (Reconciliation
Loss Per Share (Reconciliation Of Numerators And Denominators Of Basic And Diluted Loss Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Loss (Numerator) | ||
Net loss available to common shareholders - basic | $ (15,237) | $ (11,371) |
Dilutive effect of common stock shares issuable upon exercise of stock options, exercise of warrants, and unvested restricted stock awards | ||
Net loss available to common shareholder - diluted | $ (15,237) | $ (11,371) |
Shares (Denominator) | ||
Net loss available to common shareholders - basic | 86,595,581 | 70,085,342 |
Net loss available to common shareholder - diluted | 86,595,581 | 70,085,342 |
Per Share Amount | ||
Net loss available to common shareholders - basic | $ (0.18) | $ (0.16) |
Net loss available to common shareholder - diluted | $ (0.18) | $ (0.16) |
Loss Per Share (Potential Share
Loss Per Share (Potential Shares Of Common Stock Excluded From Diluted Loss Per Share Calculation) (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 9,423,216 | 7,434,010 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 6,612,878 | 4,612,005 |
Stock warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 2,810,338 | 2,810,338 |
Unvested Restricted Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 11,667 |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options, exercised | 19,687 | 32,500 | |||
Share based compensation shares reserved for issuance | 10,955,683 | 5,178,819 | 2,054,633 | ||
Additional shares authorized | 8,000,000 | 4,000,000 | |||
Shares of restricted stock forfeited | 691,025 | 879,063 | |||
Total unrecognized compensation cost related to nonvested stock option awards | $ 1,633,000 | ||||
Weighted average period over which unrecognized cost expected to be recognized | 2 years 6 months 15 days | ||||
401(k) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
401(k) Plan, percentage for employee maximum contribution amount | 90.00% | ||||
401(k) employer contributions | $ 0 | $ 0 | |||
2000 Stock Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options vesting period | 4 years | ||||
Stock options, expiration period | 10 years | ||||
Stock options, exercised | 0 | 0 | |||
Share based compensation shares reserved for issuance | |||||
Additional shares authorized | |||||
Shares of restricted stock forfeited | 18,000 | ||||
2000 Stock Plan [Member] | Statutory Stock Options [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option grant price, percentage of fair market value of common stock | 100.00% | ||||
2000 Stock Plan [Member] | Nonstatutory Stock Options [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option grant price, percentage of fair market value of common stock | 85.00% | ||||
2010 Stock Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options, expiration period | 10 years | ||||
Stock options, exercised | 19,687 | 32,500 | |||
Share based compensation shares authorized for grants | 12,122,983 | ||||
Additional shares authorized | 4,000,000 | 4,500,000 | |||
2010 Stock Incentive Plan [Member] | Restricted Stock [Member] | Member of Board of Directors | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of restricted share units | $ 252,000 | $ 442,000 | |||
Restricted share units granted | 190,909 | 398,400 | |||
Shares of restricted stock forfeited | 35,000 | ||||
2010 Stock Incentive Plan [Member] | Restricted Stock [Member] | Certain Consultants [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of restricted share units | $ 4,000 | $ 32,000 | |||
Restricted share units granted | 11,667 | 40,606 | |||
2019 Stock Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation shares authorized for grants | 10,492,283 | ||||
Share based compensation shares reserved for issuance | 10,492,283 | ||||
2019 Stock Incentive Plan [Member] | Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation shares reserved for issuance | 207,000 |
Employee Benefit Plans (Activit
Employee Benefit Plans (Activity Related to Shares Available for Grant Under the 2000 Plan and 2010 Plan) (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available at beginning of period | 5,178,819 | 2,054,633 |
Shares added | 8,000,000 | 4,000,000 |
Options canceled | 691,025 | 879,063 |
Reduction in shares reserved | (18,000) | |
Options. granted | (2,711,585) | (1,304,000) |
Restricted stock units granted | (202,576) | (432,877) |
Shares available at end of period | 10,955,683 | 5,178,819 |
2000 Stock Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available at beginning of period | ||
Shares added | ||
Shares transferred | ||
Options canceled | 18,000 | |
Reduction in shares reserved | (18,000) | |
Options. granted | ||
Restricted stock units granted | ||
Shares available at end of period | ||
2010 Stock Option Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available at beginning of period | 5,178,819 | 2,054,633 |
Shares added | 4,000,000 | |
Shares transferred | (2,492,283) | |
Options canceled | 691,025 | 861,063 |
Options. granted | (2,504,585) | (1,304,000) |
Restricted stock units granted | (202,576) | (432,877) |
Shares available at end of period | 670,400 | 5,178,819 |
2019 Stock Option Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available at beginning of period | ||
Shares added | 8,000,000 | |
Shares transferred | 2,492,283 | |
Options canceled | ||
Reduction in shares reserved | ||
Options. granted | (207,000) | |
Restricted stock units granted | ||
Shares available at end of period | 10,285,283 |
Employee Benefit Plans (Stock O
Employee Benefit Plans (Stock Option Activity Under 2000 Plan and 2010 Plan) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares | |||
Options outstanding | 4,612,005 | 4,219,568 | |
Granted | 2,711,585 | 1,304,000 | |
Exercised | (19,687) | (32,500) | |
Canceled | (691,025) | (879,063) | |
Options outstanding | 6,612,878 | 4,612,005 | 4,219,568 |
Shares exercisable | 3,115,001 | ||
Shares expected to vest | 2,868,259 | ||
Weighted Average Exercise Price | |||
Options outstanding | $ 1.67 | $ 1.86 | |
Granted | 1.02 | 0.98 | |
Exercised | 1.32 | 0.89 | |
Canceled | 1.79 | 1.58 | |
Opstions outstanding | 1.67 | $ 1.67 | $ 1.86 |
Shares exercisable | 1.69 | ||
Shares expected to vest | $ 1.14 | ||
Aggregate Intrinsic Value | |||
Options outstanding | $ 303,995 | $ 1,033 | |
Shares exercisable | 15,026 | ||
Shares expected to vest | $ 288,969 | ||
Weighted Average Remaining Contractual Term | |||
Options outstanding | 8 years 7 months 28 days | 7 years 2 months 1 day | 8 years 7 days |
Shares exercisable | 5 years 11 months 12 days | ||
Shares expected to vest | 8 years 7 months 28 days |
Employee Benefit Plans (Range o
Employee Benefit Plans (Range of Exercise Prices for Options Outstanding and Exercisable) (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Lower Range | $ 0.01 |
Exercise Price Upper Range | $ 11.55 |
Options Outstanding | shares | 6,612,878 |
Weighted Average Exercise Price | $ 1.40 |
Weighted Average Remaining life | 7 years 4 months 17 days |
Options Exercisable | shares | 3,115,001 |
Weighted Average Exercise Price | $ 1.69 |
$0.01 - $1.30 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Lower Range | 0.01 |
Exercise Price Upper Range | $ 1.30 |
Options Outstanding | shares | 3,769,835 |
Weighted Average Exercise Price | $ 1.02 |
Weighted Average Remaining life | 8 years 9 months 22 days |
Options Exercisable | shares | 851,710 |
Weighted Average Exercise Price | $ 1.13 |
$1.31 - $1.64 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Lower Range | 1.31 |
Exercise Price Upper Range | $ 1.64 |
Options Outstanding | shares | 1,144,168 |
Weighted Average Exercise Price | $ 1.49 |
Weighted Average Remaining life | 4 years 11 months 19 days |
Options Exercisable | shares | 974,418 |
Weighted Average Exercise Price | $ 1.48 |
$1.65 - $2.08 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Lower Range | 1.65 |
Exercise Price Upper Range | $ 2.08 |
Options Outstanding | shares | 791,000 |
Weighted Average Exercise Price | $ 1.99 |
Weighted Average Remaining life | 5 years 2 months 16 days |
Options Exercisable | shares | 709,998 |
Weighted Average Exercise Price | $ 1.99 |
$2.09 - $11.55 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Lower Range | 2.09 |
Exercise Price Upper Range | $ 11.55 |
Options Outstanding | shares | 907,875 |
Weighted Average Exercise Price | $ 2.35 |
Weighted Average Remaining life | 6 years 4 months 13 days |
Options Exercisable | shares | 578,875 |
Weighted Average Exercise Price | $ 2.48 |
Employee Benefit Plans (Fair Va
Employee Benefit Plans (Fair Value of Options Vested) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Benefit Plans [Abstract] | ||
Total Intrinsic Value of Options Exercised | $ 8 | $ 9 |
Total Fair Value of Vested Options | $ 2,869 | $ 2,319 |
Employee Benefit Plans (Assumpt
Employee Benefit Plans (Assumptions Used to Calculate Fair Value of Options Granted Under 2010 Plan) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Benefit Plans [Abstract] | ||
Dividend yield | ||
Volatility | 79.00% | 69.00% |
Risk-free interest rate | 2.30% | 2.69% |
Expected lives (years) | 4 years | 4 years |
Weighted average grant date fair value | $ 0.55 | $ 0.51 |
Employee Benefit Plans (Allocat
Employee Benefit Plans (Allocation of Employee and Director Stock-Based Compensation Expense by Functional Area) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cost Of Revenue [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 78 | $ 124 |
Research And Development [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 4 | 6 |
Sales And Marketing [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 125 | 102 |
General And Administrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 986 | 869 |
Employee Stock-based Compensation [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 1,135 | 1,191 |
Employee Stock-based Compensation [Member] | Cost Of Revenue [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 67 | 91 |
Employee Stock-based Compensation [Member] | Research And Development [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 4 | 6 |
Employee Stock-based Compensation [Member] | Sales And Marketing [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 122 | 112 |
Employee Stock-based Compensation [Member] | General And Administrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 942 | $ 982 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Line Items] | |||
Income tax benefit (expense) | $ 0 | $ 0 | |
Additional deferred tax assets | 21,000 | 34,000 | |
Valuation allowance | $ 34,504,000 | $ 25,430,000 | |
Estimated annual effective rate | 21.00% | 21.00% | |
Gross unrecognized tax benefits | $ 10,644,000 | $ 10,967,000 | $ 10,828,000 |
Total Unrecognized income tax benefit, affecting effective tax rate if recognized | 10,644,000 | ||
Accrued interest and penalties | 0 | 0 | |
Research And Development Carryforward [Member] | |||
Income Taxes [Line Items] | |||
Gross unrecognized tax benefits | 10,644,000 | ||
Federal Tax [Member] | |||
Income Taxes [Line Items] | |||
Additional deferred tax assets | 16,000 | ||
Increase in valuation allowance | 9,100,000 | ||
Gross unrecognized tax benefits | 5,293,000 | 5,637,000 | 5,476,000 |
Federal Tax [Member] | Research And Development Carryforward [Member] | |||
Income Taxes [Line Items] | |||
Additional deferred tax assets | 0 | ||
Gross unrecognized tax benefits | 5,427,000 | ||
State and Local Jurisdiction | |||
Income Taxes [Line Items] | |||
Additional deferred tax assets | 21,000 | 18,000 | |
Gross unrecognized tax benefits | 5,351,000 | $ 5,330,000 | $ 5,352,000 |
State and Local Jurisdiction | Research And Development Carryforward [Member] | |||
Income Taxes [Line Items] | |||
Additional deferred tax assets | 21,000 | ||
Gross unrecognized tax benefits | $ 5,330,000 |
Income Taxes (Components Of Def
Income Taxes (Components Of Deferred Tax Assets (Liabilities)) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating losses | $ 21,024 | $ 20,614 |
Amortization - R&D intangibles | 1,903 | 2,410 |
Other | 11,577 | 2,406 |
Total deferred tax assets | 34,504 | 25,430 |
Valuation allowance | (34,504) | (25,430) |
Deferred tax assets | ||
Deferred tax liabilities: | ||
Other | ||
Deferred tax liabilities | ||
Net deferred tax asset |
Income Taxes (Reconciliation Of
Income Taxes (Reconciliation Of Statutory Federal Income Tax Rate) (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes [Abstract] | ||
Tax at federal statutory rate | 21.00% | 21.00% |
State tax, net of federal benefit | 2.00% | 1.00% |
Valuation allowance | (19.00%) | (19.00%) |
Permanent items | (1.00%) | |
Change in Federal Tax Rate (2017 Tax Reform) | 2.00% | |
Other | (3.00%) | (5.00%) |
Effective Income Tax Rate Reconciliation, Percent, Total |
Income Taxes (Reconciliation _2
Income Taxes (Reconciliation Of Change In Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Contingency [Line Items] | ||
Beginning Balance | $ 10,967 | $ 10,828 |
Return to provision true up | (210) | 105 |
Increase in tax position | 21 | 34 |
Decrease due to expirations | (134) | |
Ending Balance | 10,644 | 10,967 |
Federal Tax [Member] | ||
Income Tax Contingency [Line Items] | ||
Beginning Balance | 5,637 | 5,476 |
Return to provision true up | (210) | 145 |
Increase in tax position | 16 | |
Decrease due to expirations | (134) | |
Ending Balance | 5,293 | 5,637 |
State and Local Jurisdiction | ||
Income Tax Contingency [Line Items] | ||
Beginning Balance | 5,330 | 5,352 |
Return to provision true up | (40) | |
Increase in tax position | 21 | 18 |
Decrease due to expirations | ||
Ending Balance | $ 5,351 | $ 5,330 |
Related Party Transactions (Det
Related Party Transactions (Details) - Former Senior Vice President, Finance And Chief Accounting Officer [Member] - USD ($) | Dec. 18, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | |||
Term of consulting agreement | 5 months | ||
Payment per hour | $ 150 | ||
Payments to related party | $ 0 | $ 53,925 |