DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 13, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Precipio, Inc. | |
Entity Central Index Key | 1,043,961 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 30,383,298 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash | $ 219 | $ 421 |
Accounts receivable, net | 658 | 730 |
Inventories, net | 175 | 161 |
Other current assets | 414 | 430 |
Total current assets | 1,466 | 1,742 |
PROPERTY AND EQUIPMENT, NET | 489 | 353 |
OTHER ASSETS: | ||
Goodwill | 3,116 | 4,685 |
Intangibles, net | 19,554 | 20,458 |
Other assets | 25 | 22 |
Total assets | 24,650 | 27,260 |
CURRENT LIABILITIES: | ||
Current maturities of long-term debt, less debt issuance costs | 653 | 587 |
Current maturities of convertible notes, less debt discounts and debt issuance costs | 256 | |
Accounts payable | 5,504 | 5,103 |
Current maturities of capital leases | 56 | 50 |
Accrued expenses | 1,816 | 1,248 |
Deferred revenue | 94 | 66 |
Other current liabilities | 1,910 | 2,982 |
Total current liabilities | 10,289 | 10,036 |
LONG TERM LIABILITIES: | ||
Long-term debt, less current maturities and discounts | 1,036 | 2,829 |
Convertible notes, less current maturities and discounts | 1,530 | |
Common stock warrant liability | 1,693 | 841 |
Derivative liabilities | 337 | |
Capital leases, less current maturities | 169 | 113 |
Deferred tax liability | 349 | 349 |
Other long-term liabilities | 67 | 67 |
Total liabilities | 15,470 | 14,235 |
STOCKHOLDERS' EQUITY: | ||
Preferred stock - $0.01 par value, 15,000,000 shares authorized at September 30, 2018 and December 31, 2017, respectively, 47 and 4,935 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | ||
Common stock, $0.01 par value, 150,000,000 shares authorized at September 30, 2018 and December 31, 2017, 23,755,872 and 10,196,620 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 238 | 102 |
Additional paid-in capital | 50,063 | 44,465 |
Accumulated deficit | (41,121) | (31,542) |
Total stockholders' equity | 9,180 | 13,025 |
Liabilities and stockholders' equity | $ 24,650 | $ 27,260 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
Preferred stock, shares issued (in shares) | 47 | 4,935 |
Preferred stock, shares outstanding (in shares) | 47 | 4,935 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 23,755,872 | 10,196,620 |
Common stock, shares outstanding (in shares) | 23,755,872 | 10,196,620 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Service revenue, net | $ 808 | $ 316 | $ 2,498 | $ 935 |
Clinical research grants | 13 | 9 | 75 | 9 |
Other | 2 | 2 | 5 | 2 |
Revenue, net of contractual allowances and adjustments | 823 | 327 | 2,578 | 946 |
less allowance for doubtful accounts | (173) | (57) | (399) | (168) |
Net sales | 650 | 270 | 2,179 | 778 |
Service revenues | 653 | 347 | 1,926 | 813 |
Clinical research grants | 8 | 65 | ||
Total cost of sales | 661 | 347 | 1,991 | 813 |
Gross (loss) profit | (11) | (77) | 188 | (35) |
OPERATING EXPENSES: | ||||
Operating expenses | 2,831 | 2,541 | 7,367 | 3,981 |
Impairment of goodwill | 1,275 | 1,015 | 1,569 | 1,015 |
TOTAL OPERATING EXPENSES | 4,106 | 3,556 | 8,936 | 4,996 |
OPERATING LOSS | (4,117) | (3,633) | (8,748) | (5,031) |
OTHER INCOME (EXPENSE): | ||||
Interest expense, net | (120) | (1,883) | (176) | (2,265) |
Warrant revaluation and modification | 33 | 617 | (3) | |
Derivative revaluation | 117 | 116 | ||
Gain on settlement liability, net | 66 | 647 | 213 | 647 |
Gain (loss) on extinguishment of debt | 284 | (1,338) | 284 | (1,391) |
Loss on issuance of convertible notes | (112) | (1,040) | ||
Merger advisory fees | (73) | (2,676) | ||
Loss on settlement of equity instrument | (385) | |||
Total other nonoperating income (expense) | 268 | (2,647) | (371) | (5,688) |
LOSS BEFORE INCOME TAXES | (3,849) | (6,280) | (9,119) | (10,719) |
INCOME TAX EXPENSE | 0 | 0 | 0 | 0 |
NET LOSS | (3,849) | (6,280) | (9,119) | (10,719) |
Deemed dividends related to beneficial conversion feature of preferred stock and fair value of consideration issued to induce conversion of preferred stock | (3,764) | (3,848) | (9,012) | |
Preferred dividends | (84) | (84) | ||
TOTAL DIVIDENDS | (3,848) | (3,848) | (9,096) | |
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS | $ (3,849) | $ (10,128) | $ (12,967) | $ (19,815) |
BASIC AND DILUTED LOSS PER COMMON SHARE (IN DOLLARS PER SHARE) | $ (0.17) | $ (1.36) | $ (0.69) | $ (6.96) |
BASIC AND DILUTED WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING (IN SHARES) | 23,202,208 | 7,430,741 | 18,877,601 | 2,846,221 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (9,119,000) | $ (10,719,000) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation and amortization | 972,000 | 395,000 |
Amortization of deferred financing costs and debt discounts | 70,000 | 1,898,000 |
(Gain) loss on extinguishment of debt | (284,000) | 1,391,000 |
Gain on settlement of liability, net | (213,000) | (647,000) |
Loss on settlement of equity instrument | 385,000 | |
Loss on issuance of convertible notes | 1,040,000 | |
Stock-based compensation | 342,000 | 33,000 |
Impairment of goodwill | 1,569,000 | 1,015,000 |
Merger advisory fees | 2,676,000 | |
Provision for losses on doubtful accounts | 394,000 | 168,000 |
Warrant revaluation and modification | (617,000) | 3,000 |
Derivative revaluation | (116,000) | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (322,000) | (129,000) |
Inventories, net | (14,000) | 15,000 |
Other assets | 13,000 | 30,000 |
Accounts payable | 526,000 | 484,000 |
Accrued expenses and other liabilities | 573,000 | (1,094,000) |
Net cash used in operating activities | (4,801,000) | (4,481,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash acquired in business combination | 101,000 | |
Purchase of property and equipment | (66,000) | |
Net cash (used in) provided by investing activities | (66,000) | 101,000 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal payments on capital lease obligations | (44,000) | (34,000) |
Issuance of preferred stock | 5,380,000 | |
Payment of deferred financing costs | (138,000) | (25,000) |
Issuance of common stock, net of issuance costs | 618,000 | |
Proceeds from exercise of warrants | 1,271,000 | 25,000 |
Proceeds from long-term debt | 300,000 | 315,000 |
Proceeds from convertible notes | 3,000,000 | 1,365,000 |
Principal payments on convertible bridge notes | (1,500,000) | |
Principal payments on long-term debt | (342,000) | (816,000) |
Net cash flows provided by financing activities | 4,665,000 | 4,710,000 |
NET CHANGE IN CASH | (202,000) | 330,000 |
CASH AT BEGINNING OF PERIOD | 421,000 | 51,000 |
CASH AT END OF PERIOD | 219,000 | 381,000 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid during the period for interest | 37,000 | 65,000 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION | ||
Purchases of equipment financed through accounts payable | 31,000 | 20,000 |
Equipment financed through capital leases | 107,000 | |
Deferred debt issuance cost financed through accounts payable | 57,000 | 64,000 |
Discount of 9% on issuance of convertible bridge notes | 297,000 | |
Other current liabilities canceled in exchange for common shares | 1,897,000 | |
Beneficial conversion feature on issuance of notes | 1,604,000 | 1,856,000 |
Accrued merger cost | 10,000 | |
Issuance of warrants in conjunction with issuance of side agreement | 487,000 | |
Initial valuation of derivative liability recorded in conjunction with issuance of convertible notes | 453,000 | |
Initial valuation of warrant liability recorded in conjunction with issuance of convertible notes | 1,925,000 | |
Long-term debt exchanged for convertible notes | 2,108,000 | |
Prepaid insurance financed with loan | 375,000 | |
Accounts payable converted to long-term debt | 74,000 | |
Liability recorded related to equity purchase agreement repricing | 460,000 | |
Warrant liability canceled due to settlement of equity instruments | $ 456,000 | |
Senior and Junior Notes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION | ||
Shares converted, value | 4,771,000 | |
Bridge Loan | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION | ||
Shares converted, value | $ 1,787,000 |
BUSINESS DESCRIPTION
BUSINESS DESCRIPTION | 9 Months Ended |
Sep. 30, 2018 | |
BUSINESS DESCRIPTION [Abstract] | |
BUSINESS DESCRIPTION | 1. BUSINESS DESCRIPTION Business Description. Precipio, Inc., and Subsidiary, (“we”, “us”, “our”, the “Company” or “Precipio”) is a cancer diagnostics company providing diagnostic products and services to the oncology market. We have built and continue to develop a platform designed to eradicate the problem of misdiagnosis by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. We operate a cancer diagnostic laboratory located in New Haven, Connecticut and have partnered with the Yale School of Medicine to capture the expertise, experience and technologies developed within academia so that we can provide a better standard of cancer diagnostics and solve the growing problem of cancer misdiagnosis. We also operate a research and development facility in Omaha, Nebraska which will focus on further development of ICE-COLD-PCR (“ICP”), the patented technology which was exclusively licensed by us from Dana-Farber Cancer Institute, Inc. (“Dana-Farber”) at Harvard University (“Harvard”). The research and development center will focus on the development of this technology, which we believe will enable us to commercialize other technologies developed by our current and future academic partners. Our platform connects patients, physicians and diagnostic experts residing within academic institutions. Launched in 2017, the platform facilitates the following relationships: Patients: patients may search for physicians in their area and consult directly with academic experts that are on the platform. Patients may also have access to new academic discoveries as they become commercially available. Physicians: physicians can connect with academic experts to seek consultations on behalf of their patients and may also provide consultations for patients in their area seeking medical expertise in that physician’s relevant specialty. Physicians will also have access to new diagnostic solutions to help improve diagnostic accuracy. Academic Experts: academic experts on the platform can make themselves available for patients or physicians seeking access to their expertise. Additionally, these experts have a platform available to commercialize their research discoveries. We intend to continue updating our platform to allow for patient-to-patient communications and allow individuals to share stories and provide support for one another, to allow physicians to consult with their peers to discuss and share challenges and solutions, and to allow academic experts to interact with others in academia on the platform to discuss their research and cross-collaborate. ICP was developed at Harvard and is licensed exclusively by us from Dana-Farber. The technology enables the detection of genetic mutations in liquid biopsies, such as blood samples. The field of liquid biopsies is a rapidly growing market, aimed at solving the challenge of obtaining genetic information on disease progression and changes from sources other than a tumor biopsy. Gene sequencing is performed on tissue biopsies taken surgically from the tumor site in order to identify potential therapies that will be more effective in treating the patient. There are several limitations to this process. First, surgical procedures have several limitations, including: · Cost: surgical procedures are usually performed in a costly hospital environment. For example, according to a recent study the mean cost of lung biopsies is greater than $14,000 ; surgery also involves hospitalization and recovery time. · Surgical access: various tumor sites are not always accessible (e.g. brain tumors), in which cases no biopsy is available for diagnosis. · Risk: patient health may not permit undergoing an invasive surgery; therefore a biopsy cannot be obtained at all. · Time: the process of scheduling and coordinating a surgical procedure often takes time, delaying the start of patient treatment. Second, there are several tumor-related limitations that provide a challenge to obtaining such genetic information from a tumor: · Tumors are heterogeneous by nature: a tissue sample from one area of the tumor may not properly represent the tumor’s entire genetic composition; thus, the diagnostic results from a tumor may be incomplete and non-representative. · Metastases: in order to accurately test a patient with metastatic disease, ideally an individual biopsy sample should be taken from each site (if those sites are even known). These biopsies are very difficult to obtain; therefore physicians often rely on biopsies taken from the primary tumor site. The advent of technologies enabling liquid biopsies as an alternative to tumor biopsy and analysis is based on the fact that tumors (both primary and metastatic) shed cells and fragments of DNA into the blood stream. These blood samples are called “liquid biopsies” that contain circulating tumor DNA, or ctDNA, which hold the same genetic information found in the tumor(s). That tumor DNA is the target of genetic analysis. However, since the quantity of tumor DNA is very small in proportion to the “normal” (or “healthy”) DNA within the blood stream, there is a need to identify and separate the tumor DNA from the normal DNA. ICP is an enrichment technology that enables the laboratory to focus its analysis on the tumor DNA by enriching, and thereby “multiplying” the presence of, tumor DNA, while maintaining the normal DNA at its same level. Once the enrichment process has been completed, the laboratory genetic testing equipment is able to identify genetic abnormalities presented in the ctDNA, and an analysis can be conducted at a higher level of sensitivity, to enable the detection of such genetic abnormalities. The technology is encapsulated into a chemical that is provided in the form of a kit and sold to other laboratories who wish to conduct these tests in-house. The chemical within the kit is added to the specimen preparation process, enriching the sample for the tumor DNA so that the analysis will detect those genetic abnormalities. Merger Transaction On June 29, 2017 , the Company (then known as “Transgenomic, Inc.”, or “Transgenomic”), completed a reverse merger (the “Merger”) with Precipio Diagnostics, LLC, a privately held Delaware limited liability company (“Precipio Diagnostics”) in accordance with the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated October 12, 2016 , as amended on February 2, 2017 and June 29, 2017, by and among Transgenomic, Precipio Diagnostics and New Haven Labs Inc. (“Merger Sub”) a wholly-owned subsidiary of Transgenomic. Pursuant to the Merger Agreement, Merger Sub merged with and into Precipio Diagnostics, with Precipio Diagnostics surviving the Merger as a wholly-owned subsidiary of the combined company. Upon the consummation of the Merger, the historical financial statements of Precipio Diagnostics become the Company's historical financial statements. Accordingly, the historical financial statements of Precipio Diagnostics are included in the comparative prior periods. As a result of the Merger, historical preferred stock, common stock, restricted units, warrants and additional paid-in capital, including share and per share amounts, have been retroactively adjusted to reflect the equity structure of the combined company, including the effect of the Merger exchange ratio. Pursuant to the Merger Agreement, each outstanding unit of Precipio Diagnostics was exchanged for 10.2502 pre-reverse stock split shares of Company Common Stock. Going Concern. The condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America (“GAAP”) applicable for a going concern, which assume that the Company will realize its assets and discharge its liabilities in the ordinary course of business. The Company has incurred substantial operating losses and has used cash in its operating activities for the past few years. As of September 30, 2018, the Company had a net loss of $ 9 . 1 million, negative working capital of $8. 8 million and net cash used in operating activities of $4.8 million. The Company’s ability to continue as a going concern over the next twelve months from the date of issuance of this Form 10-Q is dependent upon a combination of achieving its business plan, including generating additional revenue, and raising additional financing to meet its debt obligations and paying liabilities arising from normal business operations when they come due. Notwithstanding the aforementioned circumstances, there remains substantial doubt about the Company’s ability to continue as a going concern over the next twelve months from the date of issuance of the Form 10-Q. There can be no assurance that the Company will be able to successfully achieve its initiatives summarized above in order to continue as a going concern over the next twelve months from the date of issuance of the Form 10-Q. The accompanying financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments that might result should the Company be unable to continue as a going concern as a result of the outcome of this uncertainty. Nasdaq Delisting Notice On March 26, 2018, Precipio, Inc. received written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based on the closing bid price of the Company’s common stock for the preceding 30 consecutive business days, the Company was not in compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Precipio ha d a period of 180 calendar days, or until September 24, 2018 to regain compliance with the Minimum Bid Price Requirement. On September 25, 2018, the Company received a letter from Nasdaq notifying the Company that it was eligible for an additional 180 day extension, or until March 25, 2019, to regain compliance. The Notice ha d no immediate effect on the listing of Precipio’s common stock, and its common stock will continue to trade on the Nasdaq Capital Market under the symbol “PRPO” at this time. The Company intends to monitor the closing bid price of its common stock and consider its available options to resolve its noncompliance with the Minimum Bid Price Requirement. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation. The accompanying condensed consolidated financial statements are presented in conformity with GAAP. We have evaluated events occurring subsequent to September 30, 2018 for potential recognition or disclosure in the condensed consolidated financial statements and concluded that, other than what is disclosed within the notes to unaudited condensed consolidated financial statements and in Note 12 - Subsequent Events, there were no other subsequent events that required recognition or disclosure. The condensed consolidated balance sheet as of December 31, 2017 was derived from our audited balance sheet as of that date. There has been no change in the balance sheet from December 31, 2017. The accompanying condensed consolidated financial statements as of and for the three and nine months ended September 30, 2018 and 2017 are unaudited and reflect all adjustments (consisting of only normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2017 contained in our Annual Report Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on April 13, 2018. The results of operations for the interim periods presented are not necessarily indicative of the results for fiscal year 2018. Recent Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers and has subsequently issued supplemental and/or clarifying ASUs (collectively “ASC 606”). ASC 606 outlines a five-step framework that intends to clarify the principles for recognizing revenue and eliminate industry-specific guidance. In addition, ASC 606 revises current disclosure requirements in an effort to help financial statement users better understand the nature, amount, timing, and uncertainty of revenue that is recognized. ASC 606 may be applied either retrospectively to each prior reporting period presented or use the modified retrospective transition method with the cumulative effect of initial adoption recognized at the date of initial application. We adopted this new standard as of January 1, 2018, by using the modified-retrospective method. An adjustment was not required and a change to the prior revenue recognition process and policy to adopt the new standard was not necessary. See Note 11 – Sales Service Revenue, Net a nd Accounts Receivable for further details. In February 2016, the FASB issued ASU No. 2016-02, Leases . The new standard amends the recognition of lease assets and lease liabilities by lessees for those leases currently classified as operating leases and amends disclosure requirements associated with leasing arrangements. The new standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Transition will require application of the new guidance at the beginning of the earliest comparative period presented. We are currently assessing the impact that the adoption of this ASU will have on our consolidated financial statements. In January 2017, FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. ASU No. 2017-01 adds guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of ASU No. 2017-01 did not have a material effect on the Company’s financial position and results of operations. In May 2017, the FASB issued ASU 2017-09 “ Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting”, which provides clarity and reduces both diversity in practice and cost and complexity when applying guidance in Topic 718. This amendment provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments are effective for all entities for annual periods, and interim periods within those periods, beginning after December 15, 2017. The adoption of ASU No. 2017-09 did not have a material effect on the Company’s financial position and results of operations. In June 2018, the FASB issued ASU 2018-07 “ Compensation—Stock Compensation (Topic 718) ”, which expands the scope of Topic 718 to include share based payment transactions for acquiring goods and services from non-employees. This ASU is effective for reporting periods beginning after December 15, 2018. We are currently assessing the potential impact that the adoption of this ASU will have on our consolidated financial statements In August 2018, the FASB issued ASU 2018-13 “ Fair Value Measurement (Topic 820) ”, which modifies certain disclosure requirements in Topic 820, such as the removal of the need to disclose the amount of and reason for transfers between Level 1 and Level 2 of the fair value hierarchy, and several changes related to Level 3 fair value measurements. This ASU is effective for reporting periods beginning after December 15, 2019. We are currently assessing the potential impact that the adoption of this ASU will have on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-15 “ Intangibles—Goodwill and Other—Internal Use Software (Subtopic 350-40) ” , which aligns the requirements for capitalizing implementation costs incurred in a cloud computing hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software. This ASU is effective for reporting periods beginning after December 15, 2019. We are currently assessing the potential impact that the adoption of this ASU will have on our consolidated financial statements. Property and Equipment, net. Depreciation expense was less than $0.1 million for the three and nine months ended September 30, 2018 and 2017. Depreciation expense during each year includes depreciation related to equipment acquired under capital leases. Goodwill and Intangible Assets. As a result of the Merger, the Company recorded goodwill and intangible assets as part of its allocation of the purchase consideration. Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable net assets of the business acquired. Goodwill is tested for impairment annually. We perform this impairment analysis during the fourth quarter of each year or when a significant event occurs that may indicate that the assets might be impaired. During the nine months ended September 30, 2018, the Company experienced a decline in its share price and a reduction in its market capitalization, as such the Company determined that an assessment of goodwill should be performed using the qualitative approach. Based on the qualitative assessment, the Company concluded that it was more likely than not that the fair value of the Company was less than its carry value. The analysis of the fair value of the Company involved using the market capitalization and the discounted cash flow model. Based on the analysis, the Company concluded that its carrying value exceeded its fair value and goodwill impairment in the amount of $ 1 . 6 million and 1.0 million was recorded for the nine months ended September 30, 2018 and 2017, respectively . The Company recognized an impairment of $1.3 million and $1.0 million for the three months ended September 30, 2018 and 2017, respectively. Intangibles Amortization expense for intangible assets was $0.3 million for each of the three months ended September 30, 2018 and 2017, respectively, and $0.9 million and $0.3 million during the nine months ended September 30, 2018 and 2017, respectively. Amortization expense for intangible assets is expected to be $1.2 million, $1.0 million, $1.0 million, $0.9 million and $0.9 million for each of the years ending December 31, 2018, 2019, 2020, 2021 and 2022, respectively. Debt Issuance Costs and Debt Discounts. Debt issuance costs and debt discounts are being amortized over the lives of the related financings on a basis that approximates the effective interest method. Both are presented as a reduction of the related debt in the accompanying condensed consolidated balance sheets. See Note 4 – Long-Term Debt and Convertible Notes for further information. Revenue Recognition. Revenue recognition occurs when a customer obtains control of the promised goods and service. Revenue assigned to the goods and services reflects the consideration which the Company expects to receive in exchange for those goods and services. The Company derives its revenues from Diagnostic Testing - histology, flow cytometry, cytology and molecular testing; Clinical Research from bio-pharma customers, state and federal grant programs; and from Biomarker Testing from bio-pharma customers. All sources of revenue are recorded net of accruals for estimated chargebacks, rebates, cash discounts, other allowances, and returns. Due to differences in the substance of these revenue types, the transactions require, and the Company utilizes, different revenue recognition policies for each. See more detailed information on revenue in Note 11 – Sales Service Revenue, Net And Accounts Receivable. The Company recognizes revenue utilizing the five-step framework of ASC 606. Control of the laboratory testing services is transferred to the customer at a point in time. As such, the Company recognizes revenue for diagnostic testing at a point in time based on the delivery method (web-portal access or fax) for a patient’s laboratory report. Diagnostic testing service revenue is reported at the estimated net realizable amounts from patients, third-party payors and others for services rendered, including retroactive adjustment under reimbursement agreements with third-party payors. Revenue under third-party payor agreements is subject to audit and retroactive adjustment. Provisions for third-party payor settlements are provided in the period in which the related services are rendered and adjusted in the future periods, as final settlements are determined. For clinical research and biomarker services, the Company utilizes an “effort based” method of assessing performance and measures progress towards satisfaction of the performance obligation based upon the delivery of results per the contract. When we receive payment in advance, we initially defer the revenue and recognize it when we deliver the service. Deferred net sales included in the balance sheet as deferred revenue was $0.1 million as of September 30, 2018 and December 31, 2017, respectively. Taxes collected from customers and remitted to government agencies for specific net sales producing transactions are recorded net with no effect on the income statement. Loss Per Share. Basic loss per share is calculated based on the weighted-average number of common shares outstanding during each period. Diluted loss per share includes shares issuable upon exercise of outstanding stock options, warrants or conversion rights that have exercise or conversion prices below the market value of our common stock. Options, warrants and conversion rights pertaining to 19,411,045 and 5,919,819 shares of our common stock have been excluded from the computation of diluted loss per share at September 30, 2018 and 2017, respectively, because the effect is anti-dilutive due to the net loss. The following table summarizes the outstanding securities not included in the computation of diluted net loss per share: September 30, 2018 2017 Stock options 3,399,076 236,887 Warrants 9,261,896 4,224,824 Preferred stock 156,667 1,456,400 Convertible notes 6,593,406 1,708 Total 19,411,045 5,919,819 |
REVERSE MERGER
REVERSE MERGER | 9 Months Ended |
Sep. 30, 2018 | |
REVERSE MERGER [Abstract] | |
REVERSE MERGER | 3 . REVERSE MERGER Unaudited pro forma information The operating results of Transgenomic have been included in the Company's consolidated financial statements for all periods after June 29, 2017. The following unaudited pro forma information presents the Company's financial results as if the acquisition of Transgenomic had occurred on January 1, 2017 and combines Transgenomic’s unaudited condensed consolidated statement of operations for the nine months ended September 30, 2017 with Precipio’s unaudited condensed statement of operations for the nine months ended September 30, 2017: Dollars in thousands, except per share amounts September 30, 2017 Nine Months Ended Net sales $ 1,742 Net loss available to common stockholders (22,980) Loss per common share $ (3.40) |
LONG-TERM DEBT AND CONVERTIBLE
LONG-TERM DEBT AND CONVERTIBLE NOTES | 9 Months Ended |
Sep. 30, 2018 | |
LONG-TERM DEBT AND CONVERTIBLE NOTES [Abstract] | |
LONG-TERM DEBT AND CONVERTIBLE NOTES | 4. LONG-TERM DEBT AND CONVERTIBLE NOTES Long-term debt consists of the following: Dollars in Thousands September 30, 2018 December 31, 2017 Department of Economic and Community Development (DECD) $ 280 $ - DECD debt issuance costs (29) - Secured debt obligations 1,058 3,233 Financed insurance loan 306 183 Settlement Agreement 74 - Total long-term debt 1,689 3,416 Current portion of long-term debt (653) (587) Long-term debt, net of current maturities $ 1,036 $ 2,829 Department of Economic and Community Development. On January 8, 2018, the Company received gross proceeds of $400,000 when it entered into an agreement with the Department of Economic and Community Development (“DECD”) by which the Company received a grant of $100,000 and a loan of $300,000 secured by substantially all of the Company’s assets (the “DECD 2018 Loan”.) At September 30, 2018, $25,000 of the grant is included in deferred revenue in the accompanying condensed consolidated balance sheet and for the nine months ended September 30, 2018, $75,000 has been recorded as clinical research grant revenue in the condensed consolidated statements of operations . Debt issuance costs associated with the DECD 2018 Loan were approximately $31,000 . Amortization of the debt issuance cost was approximately $1,000 and $2,000 for the three and nine months ended September 30 , 2018 , respectively . Net debt issuance costs were $29,000 at September 30 , 2018 and are presented as a reduction of the related debt in the accompanying condensed consolidated balance sheet. Secured Debt Obligations In 2017, the Company entered into Debt Settlement Agreements (the “Settlement Agreements”) with certain of its accounts payable and accrued liability vendors (the “Creditors”) pursuant to which the Creditors, who were owed $6.3 million (the “Debt Obligations”) by the Company, agreed to reduce and exchange the Debt Obligations for a secured obligation in the amount of $3.2 million, $1.9 million in shares of the Company’s common stock and 108,112 warrants to purchase shares of the Company’s common stock. The Debt Obligations were restructured as follows: · The Company entered into a scheduled long-term debt repayment agreement of approximately $3.2 million, which includes interest of approximately $0.6 million, to be paid in forty-eight equal monthly installments beginning in July 2018 (the “Secured Debt Obligations”). · Debt Obligations of $1.9 million were canceled in exchange for 1,814,754 shares of the Company’s common stock with a weighted average price per share of $1.04 (the “Settlement Common Shares”). The stock was issued in February 2018. · Warrants to purchase 108,112 shares of the Company’s common stock at an exercise price of $7.50 per share (the “Creditor Warrants”) were issued to certain Creditors. The Creditor Warrants were issued in February 2018. On September 17, 2018, the Company entered into an Exchange Agreement (the “Exchange Agreements”) with three institutional investors (the “Holders”) pursuant to which the Company issued or shall issue convertible promissory notes, due January 1, 2021 (the “Exchange Notes”) in exchange (the “Exchange”) for amounts owed to the Holders pursuant to certain debt settlement agreements, dated October 31, 2017. See Exchange Notes discussed below for further details of the notes. At the time of the Exchange Agreements, $2.1 million of Secured Debt Obligations were exchanged for $1.8 million of Exchange Notes and the Company recorded a $0.3 million gain on extinguishment of debt in the condensed consolidated statements of operations. Financed Insurance Loan. T he Company finance s certain of its insurance premiums (the “Financed Insurance Loan s ”). In July 2017 the Company financed $0.4 million with a 4.99 % interest rate and fully paid off such loan as of May 2018. In July 2018, the Company financed $0.4 million with a 4.89% interest rate and will make monthly payments through June 2019 . As of September 30, 2018 and December 31, 2017, the Financed Insurance Loans outstanding balance of $0.3 million and $0.2 million, respectively, was included in current maturities of long-term debt in the Company’s condensed consolidated balance sheet. A corresponding prepaid asset was included in other current assets. Settlement Agreement . On September 21, 2018, t he Company entered into a settlement and forbearance agreement with a creditor (the “Settlement Agreement”) pursuant to which, the Company agreed to make monthly principal and interest payments to the creditor over a two year period, from November 1, 2018 to November 1, 2020 , in full and final settlement of $0.1 million of indebtedness that was owed to the creditor on the date of the Settlement Agreement. The settlement amount will accrue interest at the rate of 10% per annum until paid in full. The Settlement Agreement outstanding balance of $0.1 million was included in long-term debt and accounts payable in the Company’s condensed consolidated balance sheet as of September 30, 2018 and December 31, 2017, respectively. Convertible notes consist of the following: Dollars in Thousands September 30, 2018 December 31, 2017 Convertible bridge notes $ 3,297 $ - Convertible bridge notes discount and debt issuance costs (3,093) - Convertible promissory notes 1,823 - Convertible promissory notes debt issuance costs (241) - Total convertible notes 1,786 - Current portion of convertible notes (256) - Convertible notes, net of current maturities $ 1,530 $ - Convertible Bridge Notes. On April 20, 2018, the Company entered into a securities purchase agreement (the “2018 Note Agreement”) with certain investors (the “April 2018 Investors”), pursuant to which the Company would issue up to approximately $3,296,703 in Senior Secured Convertible Promissory Notes along with warrants. (the “Transaction”). The number of warrants will be equal to the number of shares of common stock issuable upon conversion of the notes based on the conversion price at the time of issuance. Half of the warrants will have a one -year term and half will have a five -year term (the “Transaction”). The 2018 Note Agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. The Transaction consists of a series unregistered Senior Secured Convertible Notes (the “Bridge Notes”), bearing interest at a rate of 8% annually and an original issue discount of 9% . The Bridge Notes shall be convertible at a price of $0.50 per share, provided that if the notes are not repaid within 180 days of the initial Bridge Notes issuance date of April 20, 2018, the conversion price shall be adjusted to 80% of the lowest volume weighted average price during the prior 10 days, subject to a minimum conversion price of $0.30 per share. The Transaction consisted of a number of drawdowns. The initial closing on April 20, 2018 provided the Company with proceeds of $1,660,000 , net of an original issue discount of 9% and before debt issuance costs, for the issuance of notes with an aggregate principal of $1,824,176 (the “April 2018 Bridge Notes”). During the three months ended September 30, 2018, the Company completed three additional drawdowns for aggregate proceeds of $1.3 million, net of an original issue discount of 9% and before debt issuance cost, for the issuance on notes with an aggregate principal of $1.5 million. The third quarter 2018 drawdowns included the following funding from the April 2018 Investors (i) $348,104 in July 2018 for Bridge Notes with an aggregate principal of $382,526, (ii) $495,955 in August 2018 for Bridge Notes with an aggregate principal of $545,005 and (iii) $495 ,941 in September 2018 for Bridge Notes with an aggregate principal of $544,990 (collectively, the “Q3 2018 Bridge Notes”). The Bridge Notes are payable by the Company on the earlier of (i) the one year anniversary after the initial closing date or (ii) upon the closing of a qualified offering, namely the Company raising gross proceeds of at least $7,000,000 (the “Maturity Date”). At any time, provided that the Company gives 5 business days written notice, the Company has the right to redeem the outstanding principal amount of the Bridge Notes, including accrued but unpaid interest, all liquidated damages and all other amounts due under the Bridge Notes, for cash as follows: (i) an amount which is equal to the sum of 105% if the Company exercises its right to redeem the Bridge Notes within 90 days of the initial closing, (ii) 110% if the Company exercises its right to redeem the Bridge Notes within 180 days of the initial closing, or (iii) 115% if the Company exercises its right to redeem 180 days from the initial closing. The terms of the 2018 Note Agreement also stipulates that upon written demand by one of the April 2018 Investors after August 22, 2018, the Company shall file a registration statement within thirty (30) days after written demand covering the resale of all or such portion of the conversion shares for an offering to be made on a continuous basis pursuant to Rule 415. The registration statement filed shall be on Form S-3 or Form S-1, at the option of the Company. If the Company does not file a registration statement in accordance with the terms of the 2018 Note Agreement, then on the business day following the applicable filing date and on each monthly anniversary of the business day following the applicable filing date (if no registration statement shall have been filed by the Company in accordance herewith by such date), the Company shall pay to the April 2018 Investors an amount in cash, as partial liquidated damages, equal to 1% per month (pro-rata for partial months) based upon the gross purchase price of the Bridge Notes (calculated on a daily basis) under the 2018 Note Agreement. As of the filing of this Quarterly Report on Form 10-Q, the Company has not filed a registration statement related to the April 2018 Note Agreement and no demand to file a registration statement has been made by the April 2018 Investors. The obligations under the Bridge Notes are secured, subject to certain exceptions and other permitted payments by a perfected security interest on the assets of the Company. The 9% discount associated with the April 2018 Bridge Notes was approximately $164,000 and was recorded as a debt discount. The Company also incurred legal and advisory fees associated with the April 2018 Bridge Notes of approximately $164,000 and these were recorded as debt issuance costs. The 9% discount associated with the Q3 2018 Bridge Notes was approximately $133,000 and was recorded as a debt discount. As part of the initial closing, the April 2018 Investors received 3,648,352 warrants to purchase shares of common stock of the Company (the “April 2018 Warrants”) exercisable at a 150% premium to the April 2018 Bridge Notes conversion price or $0.75 . Half of such April 2018 Warrants have a five -year term and half have a one -year term. The Company reviewed the provisions of the April 2018 Warrants to determine the balance sheet classification of the April 2018 Warrants. The Company concluded that there is an obligation to repurchase the April 2018 Warrants by transferring assets and accordingly the warrants were classified as a liability. The April 2018 Warrants were valued using a Black-Scholes option pricing model with an initial value of approximately $1.1 million at the date of issuance and were recorded as a liability with an offset to debt discount. The April 2018 Investors received 2,945,055 warrants to purchase shares of common stock of the Company in connection with the Q3 Bridge Note issuances (the “Q3 2018 Warrants”) with an initial exercise price of $0.75 . Half of such Q3 2018 Warrants have a five -year term and half have a one -year term. The terms of the Q3 2018 Warrants are the same as the April 2018 Warrants and, as such, were classified as liabilities. The Q3 2018 Warrants were valued using a Black-Scholes option pricing model with an initial value of approximately $0.7 million at the date of issuance and were recorded as a liability with an offset to debt discount. See Note 9 –Fair Value for further discussion. On September 20, 2018, immediately after the final drawdown of the Bridge Notes, the Company entered into an agreement with the April 2018 Investors whereby the exercise price of all warrants issued to the April 2018 Investors in connection with both the 2018 Note Agreement and the Q3 Bridge Notes were amended from $0.75 to $0.50 . The Company reviewed this repricing to determine the appropriate account treatment and concluded that the repricing would be treated as a modification of the warrant agreements. As the warrants related to the Bridge Notes are classified as liabilities, the change in fair value attributable to the repricing would be reflected in the subsequent measurement on the warrants. Management calculated the change in fair value due to repricing to be an expense of approximately $0.1 million which is included in warrant revaluation and modification in the unaudited condensed consolidated statements of operations. Pursuant to a letter agreement, dated as of April 20, 2018 (the “ Letter Agreement ”), the Company engaged a registered broker dealer as a financial advisor (the “Financial Advisor ”). Pursuant to the Letter Agreement, the Company paid the Financial Advisor a fee of $116,000 , approximately 7% of the proceeds from the sale of the April 2018 Bridge Notes. This is included in the debt issuance costs discussed above. Per the Letter Agreement, the Company also issued to the Financial Advisor 232,000 warrants to purchase shares of common stock of the Company with an exercise price of $0.75 (the “ Advisor Warrants”). The Advisor Warrants are exercisable at any time and from time to time, in whole or in part, during the four -year period commencing six months from the date of the Letter Agreement. Like the April 2018 Warrants and like the Q3 2018 Warrants, the Advisor Warrants met the criteria to be classified as a liability. The Advisor Warrants were valued using a Black-Scholes option pricing model with an initial value of approximately $0.1 million at the date of issuance and were recorded as a liability with an offset to debt discount. See Note 9 –Fair Value for further discussion. The Company reviewed the conversion option of the April 2018 Bridge Notes and determined that there was a beneficial conversion feature in connection with the issuance of the April 2018 Bridge Notes since the calculated effective conversion price was at a discount to the fair market value of the Company's common stock at issuance date. For purposes of calculating the beneficial conversion feature, the proceeds of $1.7 million from the April 2018 Bridge Notes were allocated to the notes and warrants based on their relative fair values at the date of issuance. The portion allocated to the April 2018 Bridge Notes was $0.6 million with the remaining $1.1 million allocated to the April 2018 Warrants. As a result of the allocation of the proceeds, the Company calculated a beneficial conversion feature of approximately $1.1 million which was recorded as a debt discount with an offset to additional paid in capital. The Q3 2018 Bridge Notes also contained beneficial conversion features. For purposes of calculating the beneficial conversion features, the net proceeds of $1.3 million from the Q3 2018 Bridge Notes were allocated to the notes and warrants based on their relative fair values at the date of issuance. The portion allocated to the Q3 2018 Bridge Notes was $0.6 million with the remaining $0.7 million allocated to the Q3 2018 Warrants. As a result of the allocation of the proceeds, the Company calculated a beneficial conversion feature of approximately $0.5 million which was recorded as a debt discount with an offset to additional paid in capital. The Company reviewed the redemption features of the Bridge Notes and determined that there is a redemption feature (the “Bridge Notes Redemption Feature”) that qualifies as an embedded derivative instrument which is required to be separated from the debt host contract and accounted for separately as a derivative. For the April 2018 Bridge Notes, the Company determined the initial fair value of the derivative at the time of issuance to be approximately $0.1 million which was recorded as a debt discount with an offset to derivative liability. For the Q3 2018 Bridge Notes, the Company determined the initial fair value of the derivatives at the time of issuance to be less than $0.1 million which was recorded as a debt discount with an offset to derivative liability. The valuations were performed using the “with and without” approach, whereby the Bridge Notes were valued both with the embedded derivative and without, and the difference in values was recorded as the derivative liability. See Note 9 –Fair Value for further discussion. As detailed above, debt discounts and debt issuance costs related to the April 2018 Bridge Notes totaled $2.7 million. Since the costs exceeded the $1.8 million face amount of the debt, the Company recorded $1.8 million of debt discount and debt issuance costs as a reduction of the related debt in the accompanying condensed consolidated balance sheet with the excess $0.9 million expensed as a loss on issuance of convertible notes in the condensed consolidated statements of operations. During the three months ended September 30, 2018, total debt discounts and debt issuance costs related to the Q3 2018 Bridge Notes totaled $1.4 million, of which the Company recorded $1.3 million of debt discount and debt issuance costs as a reduction of the related debt in the accompanying condensed consolidated balance sheet with $0.1 million expensed as a loss on issuance of convertible notes in the condensed consolidated statements of operations. The $0.1 million recorded as a loss on issuance of convertible notes was due to the fact that one of the drawdowns during the third quarter of 2018 had debt discount and debt issuance costs in excess of the face amount of the related debt. The total debt discount and debt issuance costs of $3.1 million for all Bridge Notes will be amortized to interest expense over the life of the Bridge Notes on a basis that approximates the effective interest method. Amortization of the discounts was approximately $59,000 and $68,000 for the three and nine months ended September 30, 2018 and is included in interest expense in the unaudited condensed consolidated statements of operations. Convertible Promissory Notes – Exchange Notes . As discussed above, On September 17, 2018, the Company entered into Exchange Agreements whereby $2.1 million of Secured Debt Obligations were exchanged for $1.8 million of Exchange Notes. Pursuant to the terms of the Exchange Notes, the Company shall pay to the Holders the aggregate principal amount of the Exchange Notes in eighteen equal installments beginning on August 1, 2019 and ending on January 1, 2021. In accordance with the terms of the Exchange Notes, the Holder shall have the right, to convert at the then applicable c onversion p rice any amount of the Exchange Notes up to $300,000 on any given Trading Day, with a maximum conversion amount up to $500,000 during a period of five Trading Days (the “Conversion Option”) . The c onversion p rice shall be the lesser of (i) the average volume weighted average price for the five trading days prior to the date of conversion multiplied by 1.65 and (ii) $1.00 (the “Conversion Price”) . At any time at which there is no Equity Conditions Failure , as defined in the terms of the Exchange Note, and only once every ten t rading d ays, the Company shall have the right, but not the obligation, to direct the Holders to convert up to 20% of the then outstanding principal amount of the Exchange Notes under specified conditions (the “Company Put Option”) . The Company will be subject to certain restrictive covenants pursuant to the Notes, including limitations on (i) amending its certificate of incorporation and bylaws (ii) indebtedness, (iii) asset sales or leases, (iv) restricted payments and investments, (v) redemptions or repurchases of capital stock and (vi) transactions with affiliates, and the conversion price of the Exchange Notes shall be subject to certain customary adjustments in the event of stock splits, dividends, rights offerings or other pro rata distributions to holders of the Company’s common stock. The Company considered the appropriate accounting treatment of the Exchange and determined that the Exchange will be treated as a debt extinguishment and the difference between the carrying amount of the Secured Debt Obligations and the face value of the Exchange Notes will be treated as a gain on extinguishment. See Secured Debt Obligations discussed above. The Company reviewed the Conversion Option and concluded that it meets the criteria for derivative accounting and requires bifurcation and separate accounting as a derivative. The Company determined the initial fair value of the derivative at the time of issuance to be approximately $ 0 . 2 million which was recorded as a debt discount with an offset to derivative liability. The valuation was performed using a Monte Carlo Simulation. See Note 9 –Fair Value for further discussion. The Company reviewed the Company Put Option and concluded that it meets the criteria for derivative accounting and requires bifurcation and separate accounting as a derivative. The Company determined the initial fair value of the derivative at the time of issuance to be immaterial. The valuation was performed using a Monte Carlo Simulation. The Company also reviewed certain redemption provisions and call options that exist in the terms of the Exchange Notes and determined that neither require bifurcation or separate accounting. The total debt discounts of $0.2 million for all Exchange Notes will be amortized to interest expense over the life of the Exchange Notes on a basis that approximates the effective interest method. As of September 30, 2018, the $ 1 . 6 million outstanding balance of the Exchange Notes, net of discounts, was included in convertible notes in the Company’s condensed consolidated balance sheet. |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2018 | |
OTHER CURRENT LIABILITIES [Abstract] | |
OTHER CURRENT LIABILITIES | 5 . OTHER CURRENT LIABILITIES. Other current liabilities are as follows: (dollars in thousands) September 30, 2018 December 31, 2017 Obligation to issue common shares $ - $ 1,897 Liability related to equity purchase agreement 460 - Liability for settlement of equity instrument 1,450 1,085 $ 1,910 $ 2,982 As of December 31, 2017, the Company had recorded a liability related to its obligation to issue shares of its common stock in the future. On February 12, 2018, the Company issued 1,814,754 Settlement Common Shares with a fair value of approximately $1.9 million. On February 20, 2018, Crede Capital Group LLC (“Crede”) filed a lawsuit against the Company in the Supreme Court of the State of New York for Summary Judgment in Lieu of Complaint requiring the Company to pay cash owed to Crede. Crede claimed that Precipio had breached a Securities Purchase Agreement and Warrant that Crede entered into in connection with an investment in Transgenomic and that pursuant to those agreements, Precipio owed Crede approximately $2.2 million. On March 12, 2018, Precipio entered into a settlement agreement (the “Crede Agreement”) with Crede pursuant to which Precipio agreed to pay Crede a total sum of $1.925 million over a period of 16 months payable in cash, or at the Company’s discretion, in stock, in accordance with terms contained in the Crede Agreement. In accordance with the terms of the agreement and in addition to the agreement to pay, we have also executed and delivered to Crede an affidavit of confession of judgment. As of December 31, 2017, the Company had recorded liabilities relating to Crede of $1.1 million included in other current liabilities on the accompanying condensed consolidated balance sheets and $0.6 million included in common stock warrant liability on the accompanying condensed consolidated balance sheets related to warrants classified as liabilities that Crede is the holder of. As of the date of the Crede Agreement, the fair value of the common stock warrant liability related to Crede was revalued to approximately $0.4 million, resulting in a gain of $0.2 million included in warrant revaluation in the unaudited condensed consolidated statement of operations during the nine months ended September 30 , 2018. See Note 9 – Fair Value for further discussion. A t the time of the Crede Agreement, the Company recorded $1. 5 million in other current liabilities and $0.4 million in other long-term liabilities, thus replacing its $1.1 million liability for settlement of equity instrument and $0.4 million common stock warrant liability. This resulted in the Company recording an additional loss of $0.4 million, which is included in loss on settlement of equity instruments in the unaudited condensed consolidated statement of operations. During the nine months ended September 30 , 2018 , the Company paid approximately $0.5 million to Crede . The remaining amount due to Crede will be paid per the Crede Agreement payment schedule with the final installment due in May 2019 . As of September 30, 2018, the Company had recorded a liability of approximately $0.5 million related to an equity purchase agreement. The Company is currently in negotiations with the investor with regards to this liability. See Note 8 Stockholders’ Equity for further discussion. |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 30, 2018 | |
CONTINGENCIES [Abstract] | |
CONTINGENCIES | 6. CONTINGENCIES The Company is involved in legal proceedings related to matters, which are incidental to its business. The Company has also assumed a number of claims as a result of the Merger. See below for a discussion on these matters. The healthcare industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not necessarily limited to, matters such as licensure, accreditation, government healthcare program participation requirement, reimbursement for patient services and Medicare and Medicaid fraud and abuse. Government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by healthcare providers. Violations of these laws and regulations could result in expulsion from government healthcare programs together with the imposition of significant fines and penalties, as well as significant repayments for patient services previously billed. Management believes that the Company is in compliance with fraud and abuse regulations, as well as other applicable government laws and regulations. While no material regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation, as well as regulatory actions unknown or unasserted at this time. The outcome of legal proceedings and claims brought against us are subject to significant uncertainty. Therefore, although management considers the likelihood of such an outcome to be remote, if one or more of these legal matters were resolved against us in the same reporting period for amounts in excess of management’s expectations, our financial statements for such reporting period could be materially adversely affected. In general, the resolution of a legal matter could prevent us from offering our services or products to others, could be material to our financial condition or cash flows, or both, or could otherwise adversely affect our operating results. LITIGATIONS The Company is delinquent on the payment of outstanding accounts payable for certain vendors and suppliers who have taken or have threatened to take legal action to collect such outstanding amounts. On June 23, 2016, the Icahn School of Medicine at Mount Sinai (“Mount Sinai”) filed a lawsuit against Transgenomic in the Supreme Court of the State of New York, County of New York, alleging, among other things, breach of contract and, alternatively, unjust enrichment and quantum merit, and seeking recovery of $0.7 million owed by us to Mount Sinai for services rendered. We and Mount Sinai entered into a settlement agreement dated October 27, 2016, which included, among other things, a mutual general release of claims, and our agreement to pay approximately $0.7 million to Mount Sinai in installments over a period of time. Effective as of October 31, 2017, we and Mount Sinai agreed to enter into a new settlement agreement to restructure these liabilities into a secured, long-term debt obligation of $0.5 million which includes accrued interest at 10% with monthly principal and interest payments of $9,472 beginning in July 2018 and continuing over 48 months and we issued warrants in the amount of 24,900 shares, that are exercisable for shares of our common stock, on a 1-for-1 basis, with an exercise price of $7.50 per share, exercisable on the date of issuance with a term of 5 years. We do not plan to apply to list the warrants on the NASDAQ Capital Market, any other national securities exchange or any other nationally recognized trading system. During the three months ended September 30, 2018, the Company made one payment of $9,472 to Mount Sinai. On September 17, 2018, the remaining amount due to Mount Sinai was part of the Exchange, as discussed in Note 4 Long-Term Debt And Convertible Notes, whereby our debt obligation to Mount Sinai was exchanged for a new convertible note with new investors and the new investors assumed and settled the debt with Mount Sinai. A zero and $0.5 million liability has been recorded and is reflected in long-term debt within the accompanying condensed consolidated balance sheet at September 30, 2018 and December 31, 2017. On February 21, 2017, XIFIN, Inc. (“XIFIN”) filed a lawsuit against us in the District Court for the Southern District of California alleging breach of written contract and seeking recovery of approximately $0.27 million owed by us to XIFIN for damages arising from a breach of our obligations pursuant to a Systems Services Agreement between us and XIFIN, dated as of February 22, 2013, as amended and restated on September 1, 2014. On April 5, 2017, the court clerk entered default against the Company. On May 5, 2017, XIFIN filed an application for entry of default judgment against us. A liability of $0.1 million and $0.2 million is reflected in accounts payable within the accompanying condensed consolidated balance sheet at September 30, 2018 and December 31, 2017, respectively. CPA Global provides us with certain patent management services. On February 6, 2017, CPA Global claimed that we owe approximately $0.2 million for certain patent maintenance services rendered. CPA Global has not filed claims against us in connection with this allegation. A liability of approximately less than $0.1 million has been recorded and is reflected in accounts payable within the accompanying condensed consolidated balance sheet at September 30, 2018 and December 31, 2017. On February 17, 2017, Jesse Campbell (“Campbell”) filed a lawsuit individually and on behalf of others similarly situated against us in the District Court for the District of Nebraska alleging we had a materially incomplete and misleading proxy relating to a potential merger and that the merger agreement’s deal protection provisions deter superior offers. As a result, Campbell alleges that we have violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereafter. The Company filed a motion to dismiss all claims, which motion was fully briefed on November 27, 2017. The Court granted the Company’s motion in full on May 3, 2018 and dismissed the lawsuit. On March 21, 2018, Bio-Rad Laboratories filed a lawsuit against us in the Superior Court Judicial Branch of the State of Connecticut for Summary Judgment in Lieu of Complaint requiring us to pay cash owed to Bio-Rad in the amount of $39,000 . We are currently in discussions with Bio-Rad to reach payment conditions. A liability of less than $0.1 million has been recorded in accounts payable within the accompanying condensed consolidated balance sheet at September 30 , 2018 and December 31, 2017. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2018 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 7 . INCOME TAXES Income tax expense for the three and nine months ended September 30 , 2018 and 2017 was zero as a result of recording a full valuation allowance against the deferred tax asset generated during the periods, which are predominantly net operating losses. We had no material interest or penalties during fiscal 2018 or fiscal 2017, and we do not anticipate any such items during the next twelve months. Our policy is to record interest and penalties directly related to uncertain tax positions as income tax expense in the condensed consolidated statements of operations. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2018 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | 8. STOCKHOLDERS’ EQUITY Common Stock. Pursuant to our Third Amended and Restated Certificate of Incorporation, as amended, we currently have 150,000,000 shares of common stock authorized for issuance. On February 8, 2018 the Company entered into an equity purchase agreement (the “2018 Purchase Agreement”) with Leviston Resources LLC (“Leviston” or the “Investor” ) for the purchase of up to $8,000,000 (the “Aggregate Amount”) of shares (the “ Shares”) of the Company’s common stock from time to time, at the Company’s option. Shares offered and sold prior to February 13, 2018 were issued pursuant to the Company’s shelf registration statement on Form S-3 (and the related prospectus) that the Company filed with the Securities and Exchange Commission (the “SEC”) and which was declared effective by the SEC on February 13, 2015 (the “Shelf Registration Statement”). Leviston purchased 721,153 shares (the “Investor Shares”) of the Company’s common stock following the close of business on February 9, 2018, subject to customary closing conditions, at a price per share of $1.04 for approximately $750,000 . The shares were sold pursuant to the Shelf Registration Statement. T he Company incurred approximately $132,000 in costs which have been treated as issuance costs within additional paid-in capital in the accompanying unaudited condensed consolidated balance sheet. As required by the terms of the 2018 Purchase Agreement, the Company timely filed an S-1 on April 16, 2018. Subsequent to this filing, the S-1 Registration Statement was not declared effective by the SEC. On August 10, 2018 the Company filed a withdrawal request with the SEC. No securities had been issued or sold under th is Registration Statement. The Company has determined at this time not to proceed with the offering because the Company is seeking to re-negotiate the terms of the equity purchase agreement in order to comply with the requirements of the SEC pursuant to a letter from the SEC dated August 7, 2018. In consideration of Leviston’s agreement to enter into the 2018 Purchase Agreement, the Company agreed to pay to Leviston a commitment fee in shares of the Company’s common stock equal in value to 5.25% of the total Aggregate Amount (the “Commitment Shares”), payable in three installments upon achieving certain milestones. The first installment of 1.75% was due on or before February 12, 2018 and t his amount, of $140,000 , was paid to Leviston through the issuance of 170,711 shares of the Company’s common stock on February 12, 2018. In accordance with the terms of the 2018 Purchase Agreement, the Company provided the Investor with a price protection against their initial investment of Investor Shares at the $1.04 price and the commitment fee at a price of $0.82 . The provision states that until the effective date of a registration statement, on the occasion the Company sells, or agrees in writing to issue any common stock or common stock equivalents and any of the terms and conditions appurtenant to such issuance or sale are more favorable to the new investors than are the terms and conditions granted the Investor for less than the purchase price at any time, the Company shall amend the terms of the 2018 Purchase Agreement so as to give the Investor the benefit of such more favorable terms or conditions. D ue to the Company entering into the 2018 Note Agreement and accepting the exercise of warrants outstanding at a conversion price of $0.30 , the Company is required to reprice the initial investment and the commitment fee at $0.30 . As such, at the triggering date of April 20, 2018, the total number of shares that the Company is required to issue to the Investor in relation to the repricing of their initial investment and commitment fee is approximately 3.0 million shares of which 0.9 million were issued at the time of the 2018 Purchase Agreement . In addition, within the price protection provision, if the Company issu es any warrants in connection with issuances, sales or an agreement in writing to issue common stock or common stock equivalents by the Company, the I nvestor will have the right to receive a proportionate amount of such warrants, cash or shares, at Investor’s sole election, valued using the Black Scholes formula. As a result of 2018 Note Agreement and the April 2018 Warrants issued, the C ompany is required to provide the Investor with a proportionate and equivalent coverage in the form of warrants, stock or cash in the amount of approximately $460,000 . As the Investor has the ability to elect the form of compensation, the Company has recorded the $460,000 as a liability within the other current liabilities line of the accompanying condensed consolidated balance sheet and has recorded a corresponding dividend. As of September 30, 2018, the Company has an accrual for, but has not issued any a dditional shares or made any payments to the Investor and is negotiati ng to agree on a mutually acceptable settlement . During the nine months ended September 30 , 2018, the Company issued 3,120,000 shares of its common stock in connection with conversions of its Series B Preferred Stock and 3,345,334 shares of its common stock in connection with conversions of its Series C Preferred Stock. Aside from 60,000 shares of common stock issued in connection with conversions of its Series C Preferred Stock, all of the shares of common stock issued in the nine months ended September 30 , 2018 in connection with conversions of its Series B Preferred Stock and Series C Preferred Stock (together the “Preferred Stock”) were issued after the Company induced the holders of its Preferred Stock to convert their shares of Preferred Stock to shares of the company’s common stock (see below - Preferred Stock induced conversions). During the nine months ended September 30 , 2018, the Company issued 3,787,300 shares of its common stock in connection with the exercise of 3,787,300 warrants. The warrant exercise s resulted in net cash proceeds to the Company of approximately $1.3 million during the nine months ended September 30, 2018 . On September 7, 2018, the Company entered into a purchase agreement with Lincoln Park (the “LP Purchase Agreement”), pursuant to which Lincoln Park has agreed to purchase from the Company up to an aggregate of $10,000,000 of common stock of the Company (subject to certain limitations) from time to time over the term of the LP Purchase Agreement. Pursuant to the terms of the LP Purchase Agreement, on the agreement date, the Company issued 600,000 shares of its common stock to Lincoln Park as consideration for its commitment to purchase shares of common stock of the Company under the LP Purchase Agreement (the “Commitment Shares”). Also on September 7, 2018, the Company entered into a registration rights agreement with Lincoln Park (the “LP Registration Rights Agreement”), pursuant to which on September 14, 2018, the Company filed with the SEC a registration statement on Form S-1 to register for resale under the Securities Act of 1933, as amended, or the Securities Act, 7,000,000 shares of common stock, which includes the Commitment Shares, that have been or may be issued to Lincoln Park under the LP Purchase Agreement. The Form S-1 was declared effective by the SEC on September 28, 2018. Under the LP Purchase Agreement, the Company may, from time to time and at its sole discretion, on any single business day on which the closing price of its common stock is not less than $0.10 per share (subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction as provided in the LP Purchase Agreement), direct Lincoln Park to purchase shares of its common stock in amounts up to 450,000 shares, which amounts may be increased to up to 550,000 shares depending on the market price of its common stock at the time of sale and subject to a maximum commitment by Lincoln Park of $1,000,000 per single purchase, which the Company refers to as “regular purchases”, plus other “accelerated amounts” and/or “additional accelerated amounts” under certain circumstances. The Company will control the timing and amount of any sales of its common stock to Lincoln Park. The purchase price of the shares that may be sold to Lincoln Park in regular purchases under the LP Purchase Agreement will be based on the market price of the common stock of the Company preceding the time of sale as computed under the LP Purchase Agreement. The purchase price per share will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction occurring during the business days used to compute such price. The Company may at any time in its sole discretion terminate the LP Purchase Agreement without fee, penalty or cost upon one business day notice. There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the LP Purchase Agreement or LP Registration Rights Agreement, other than a prohibition on the Company entering into certain types of transactions that are defined in the LP Purchase Agreement as “Variable Rate Transactions”. Lincoln Park may not assign or transfer its rights and obligations under the Purchase Agreement. Under applicable rules of The NASDAQ Capital Market, in no event may the Company issue or sell to Lincoln Park under the LP Purchase Agreement more than 19.99% of the shares of its common stock outstanding immediately prior to the execution of the LP Purchase Agreement (which is 4,628,859 shares based on 23,155,872 shares outstanding immediately prior to the execution of the LP Purchase Agreement), which limitation the Company refers to as the Exchange Cap, unless (i) the Company obtains stockholder approval to issue shares of common stock in excess of the Exchange Cap or (ii) the average price of all applicable sales of the Company’s common stock to Lincoln Park under the LP Purchase Agreement equals or exceeds $0.47 (which represents the closing consolidated bid price of the Company’s common stock on September 7, 2018, plus an incremental amount to account for the issuance of the Commitment Shares to Lincoln Park), such that issuances and sales of the Company’s common stock to Lincoln Park under the LP Purchase Agreement would be exempt from the Exchange Cap limitation under applicable NASDAQ rules. In any event, the LP Purchase Agreement specifically provides that the Company may not issue or sell any shares of its common stock under the LP Purchase Agreement if such issuance or sale would breach any applicable NASDAQ rules. The LP Purchase Agreement also prohibits the Company from directing Lincoln Park to purchase any shares of common stock if those shares, when aggregated with all other shares of the Company’s common stock then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park and its affiliates having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of the Company’s common stock, as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Rule 13d-3 thereunder, which limitation the Company refers to as the Beneficial Ownership Cap. For the nine months ended September 30, 2018, no shares of the Company’s common stock were sold pursuant to the LP Purchase agreement. Preferred Stock. The Company’s Board of Directors is authorized to issue up to 15,000,000 shares of preferred stock in one or more series, from time to time, with such designations, powers, preferences and rights and such qualifications, limitations and restrictions as may be provided in a resolution or resolutions adopted by the Board of Directors. Series B Preferred Stock. On August 25, 2017, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (“Series B Preferred Stock”) with the State of Delaware which designates 6,900 shares of our preferred stock as Series B Preferred Stock. The Series B Preferred Stock has a stated value of $1,000 per share and a par value of $0.01 per share. The Series B Preferred Stock includes a beneficial ownership blocker but has no dividend rights (except to the extent dividends are also paid on the common stock). On August 28, 2017, the Company completed the August 2017 Offering of 6,000 units consisting of one share of the Company’s Series B Preferred Stock, which was initially convertible into 400 shares of common stock, par value $0.01 per share, at a conversion price of $2.50 per share, and one warrant to purchase up to 400 shares of common stock (the “August 2017 Offering Warrants”) at a combined public offering price of $1,000 per unit. The August 2017 Offering included the sale of 280,000 August 2017 Offering Warrants pursuant to the over-allotment option exercised by Aegis Capital Corp. (“Aegis”) for $0.01 per share or $2,800 . In November 2017, the down round feature of the Series B Preferred Stock was triggered at the time of the Company’s issuance of its Series C Preferred Stock and, as a result, the conversion price of the Series B Preferred Stock was reduced from $2.50 per share to $1.40 per share. The 2018 Purchase Agreement triggered the down round feature of the Series B Preferred Stock and , as a result, the conversion price of the Company’s Series B Convertible Preferred Stock was automatically adjusted from the reduced $1.40 per share price, related to the 2017 Series C issuance, to $1.04 per share. In connection with the down round adjustment, the Company calculated an incremental beneficial conversion feature of approximately $1.4 million which was recognized as a deemed dividend at time of the down round adjustment. The 2018 Inducement Agreement, discussed below, triggered the down round feature of the Series B Preferred Stock and , as a result, the conversion price of the Company’s Series B Convertible Preferred Stock was automatically adjusted from $1.04 per share to $0.75 per share. In connection with the down round adjustment, the Company calculated an incremental beneficial conversion feature of approximately $40,000 which was recognized as a deemed dividend at time of the down round adjustment. The 2018 Note Agreement, see Note 4 – Long-Term Debt And Convertible Notes, triggered the down round feature of the Series B Preferred Stock and , as a result, the conversion price of the Company’s Series B Convertible Preferred Stock was automatically adjusted from $0.75 per share to $0.30 per share. In connection with the down round adjustment, the Company calculated an incremental beneficial conversion feature of approximately $216,000 which was recognized as a deemed dividend at time of the down round adjustment. During the nine months ended September 30 , 2018, 2,340 shares of Series B Preferred Stock that were outstanding at December 31, 2017 were converted into 3,120,000 shares of our common stock. At September 30 , 2018, the Company had 6,900 shares of Series B designated and 47 shares of Series B issued and outstanding. Series C Preferred Stock On November 6, 2017, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (“Series C Preferred Stock”) with the State of Delaware which designates 2,748 shares of our preferred stock as Series C Preferred Stock. The Series C Preferred Stock has a stated value of $1,000 per share and a par value of $0.01 per share. On November 2, 2017, the Company entered into a Placement Agency Agreement (the “Placement Agreement”) with Aegis Capital Corp. for the sale on a reasonable best efforts basis of 2,748 units, each consisting of one share of the Company’s Series C Preferred Stock, convertible into a number of shares of the Company’s common stock equal to $1,000 divided by $1.40 and warrants to purchase up to 1,962,857 shares of common stock with an exercise price of $1.63 per share (the “Series C Warrants”) at a combined offering price of $1,000 per unit, in a registered direct offering (the “Series C Preferred Offering”). The Series C Preferred Stock includes a beneficial ownership blocker but has no dividend rights (except to the extent dividends are also paid on the common stock). The securities comprising the units are immediately separable and were issued separately. The conversion price of the Series C Preferred Stock contains a down round feature. The 2018 Purchase Agreement triggered the down round feature of the Series C Preferred Stock and , as a result, the conversion price of the Company’s Series C Convertible Preferred Stock was automatically adjusted from $1.40 per share to $1.04 per share. In connection with the down round adjustment, the Company calculated an incremental beneficial conversion feature of approximately $0.8 million which was recognized as a deemed dividend at time of the down round adjustment. The 2018 Note Agreement did not trigger any down round adjustment to the conversion price of the Series C Preferred stock because all of the Series C Preferred Stock had been converted by March 31, 2018. During the nine months ended September 30 , 2018, 2,548 shares of Series C Preferred Stock that were outstanding at December 31, 2017 were converted into 3,345,334 shares of our common stock. At September 30 , 2018, the Company had 2,748 shares of Series C designated and zero shares of Series C issued and outstanding. Preferred Stock induced conversions On March 21, 2018, the Company entered into a l etter a greement (the “2018 Inducement Agreement”) with certain holders (the “Investors”) of shares of the Company’s Series B Preferred Stock and Series C Preferred Stock (together the “Preferred Stock”), and warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), issued in the Company’s public offering in August 2017 and registered direct offering in November 2017. Pursuant to the 2018 Inducement Agreement, the Company and the Investors agreed that, as a result of the issuance of shares of Common Stock pursuant to that Purchase Agreement, dated February 8, 2018, by and between the Company and the investor named therein, and effective as of the time of execution of the 2018 Inducement Agreement, the exercise price of the Warrants was reduced to $0.75 per share (the “Exercise Price Reduction”) and the conversion price of the Preferred Stock was reduced to $0.75 (the “Conversion Price Reduction”). As consideration for the Company’s agreement to the Exercise Price Reduction and the Conversion Price Reduction, (i) each Investor agreed to convert the shares of Preferred Stock held by such Investor into shares of Common Stock in increments of up to 4.99% of the shares of Common Stock outstanding as of the date of the 2018 Inducement Agreement and (ii) one Investor agreed to exercise 666,666 Warrants and another Investor agreed to exercise 500,000 Warrants in increments of up to 4.99% of the shares of Common Stock outstanding as of the date of the 2018 Inducement Agreement, in each case in accordance with the beneficial ownership limitations set forth in the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock and the Warrants. As discussed above , as of September 30, 2018 , all shares of Preferred Stock, except 47 shares of Series B Preferred Stock, were converted to shares of our common stock pursuant to the terms of the 2018 Inducement Agreement and 300,000 Warrants were exercised at the $0.75 exercise price . The 2018 Inducement Agreement represented an inducement by the Company to convert shares of the Preferred Stock. The conversion price of the Preferred Stock was reduced from $1.04 per share to $0.75 per share and the exercise price of the Warrants was reduced from $1.04 per share to $0.75 per share. The Company calculated the fair value of the additional securities and consideration to be approximately $1.2 million. This amount was recorded as a charge to additional paid-in-capital and as a deemed dividend resulting in a reduction of income available to common shareholders in our basic earnings per share calculation. The $1.2 million is comprised of two components: 1) $1.1 million related to the fair value of the additional common shares issued upon conversion of the Preferred Stock due to the reduced conversion price and 2) $0.1 million in incremental fair value of the Warrants resulting from the reduction of the exercise price. Common Stock Warrants. The following represents a summary of the warrants outstanding as of September 30, 2018: (1) Underlying Exercise Issue Year Expiration Shares Price Warrants Assumed in Merger (1) 2014 April 2020 12,487 $120.00 (2) 2015 February 2020 23,826 $67.20 (3) 2015 December 2020 4,081 $49.80 (4) 2016 January 2021 8,952 $36.30 Warrants (5) 2017 June 2022 45,600 $2.75 (6) 2017 June 2022 91,429 $7.00 (7) 2017 August 2022 480,000 $0.30 (8) 2017 August 2022 60,000 $3.125 (9) 2017 August 2022 856,446 $10.00 (10) 2017 August 2022 359,999 $0.30 (11) 2017 October 2022 10,000 $0.30 (12) 2017 May 2023 375,557 $0.30 (13) 2018 October 2022 108,112 $7.50 (14) 2018 April 2019 1,824,176 $0.50 (14) 2018 April 2023 1,824,176 $0.50 (15) 2018 October 2022 232,000 $0.75 (16) 2018 July 2019 382,526 $0.50 (16) 2018 July 2023 382,526 $0.50 (16) 2018 August 2019 545,000 $0.50 (16) 2018 August 2023 545,000 $0.50 (16) 2018 September 2019 545,002 $0.50 (16) 2018 September 2023 545,001 $0.50 9,261,896 (1) These warrants were issued in connection with a private placement which was completed in October 2014. (2) These warrants were issued in connection with an offering which was completed in February 2015. (3) These warrants were issued in connection with an offering which was completed in July 2015. (4) These warrants were issued in connection with an offering which was completed in January 2016. Of the remaining outstanding warrants as of March 31, 2018, 5,368 warrants are recorded as a liability, See Note 9 – Fair Value for further discussion, and 3,584 are treated as equity. (5) These warrants were issued in connection with the Merger and are the 2017 New Bridge Warrants. (6) These warrants were issued in connection with the Merger and are considered Side Warrants. (7) These warrants were issued in connection with the August 2017 Offering and are the August 2017 Offering Warrants discussed below. (8) These warrants were issued in connection with the August 2017 Offering and are considered Representative Warrants. (9) These warrants were issued in connection with the conversion of our Series A Senior stock, at the time of the closing of the August 2017 Offering, and are the Series A Conversion Warrants discussed below. (10) These warrants were issued in connection with the conversion of convertible bridge notes, at the time of the closing of the August 2017 Offering, and are the Note Conversion Warrants discussed below. (11) These warrants were issued in connection with the waiver of default the Company received in the fourth quarter of 2017 in connection with the Convertible Promissory Notes and are the Convertible Promissory Note Warrants discussed below. (12) These warrants were issued in connection with the Series C Preferred Offering and are the Series C Warrants discussed below. (13) These warrants were issued in connection with the Debt Obligation settlement agreements and are the Creditor Warrants discussed below. (14) These warrants were issued in connection with the 2018 Note Agreement and are the April 2018 Warrants discussed below. (15) These warrants were issued in connection with the 2018 Note Agreement and are the Advisor Warrants discussed below. (16) These warrants were issued in connection with the 2018 Note Agreement and are the Q3 2018 Warrants discussed below. Warrants Assumed in Merger At the time of the Merger, Transgenomic had a number of outstanding warrants related to various financing transactions that occurred between 2013-2016. Details related to year issued, expiration date, amount of underlying common shares and exercise price are included in the table above. During the nine months ended September 30 , 2018, 23,055 of the warrants assumed in the Merger expired and are no longer outstanding. August 2017 Offering Warrants In connection with the August 2017 Offering, the Company issued 2,680,000 warrants at an exercise price of $3.00 , which contain a down round provision. As a result of the Series C Preferred Offering, the exercise price of the August 2017 Offering Warrants was adjusted to $1.40 per share. In February 2018, as a result of 2018 Purchase Agreement, the exercise price of the August 2017 Offering Warrants was adjusted to $1.04 . At the time the exercise price was adjusted, the Company calculated the fair value of the down round provision on the warrants to be approximately $62,000 and recorded this as a deemed dividend. In addition, as a result of the 2018 Inducement Agreement, the exercise price of the August 2017 Offering Warrants was further adjusted to $0.75 as a result of the Exercise Price Reduction discussed above. In April 2018, a s a result of the 2018 Note Agreement , the exercise price of the August 2017 Offering Warrants was adjusted to $0.30 . At the time the exercise price was adjusted, the Company calculated the fair value of the down round provision on the warrants to be approximately $63,000 and recorded this as a deemed dividend . There were 79,000 and 2,200,000 August 2017 Offering Warrants exercised during the three and nine months ended September 30, 2018, respectively , for proceeds to the Company of approximately $24,000 and $795,000 , respectively. During the three and nine months ended September 30, 2018, the intrinsic value of the August 2017 Offering Warrants exercised was approximately $14,000 and $420,000 , respectively. Series A Conversion Warrants The Company issued Series A Conversion Warrants to purchase an aggregate of 856,446 shares of the Company's common stock at an exercise price of $10.00 per share, which have a term of 5 years. Note Conversion Warrants Upon the closing of the August 2017 Offering, the Company issued 359,999 warrants to purchase the Company’s common stock (the “Note Conversion Warrants”). The Note Conversion Warrants have an exercise price of $3.00 per share and contain a down round provision. As a result of the Series C Preferred Offering, the exercise price of the Note Conversion Warrants was adjusted to $1.40 per share. In February 2018, as a result of 2018 Purchase Agreement, the exercise price of the Note Conversion Warrants was adjusted to $1.04 . At the time the exercise price was adjusted, the Company calculated the fair value of the down round provision on the warrants to be approximately $8,000 and recorded this as a deemed dividend. In addition, as a result of the 2018 Inducement Agreement, the exercise price of the Note Conversion Warrants was further adjusted to $0.75 . At the time the exercise price was adjusted, the Company calculated the fair value of the down round provision on the warrants to be approximately $5,000 and recorded this as a deemed dividend. In April 2018, a s a result of the 2018 Note Agreement , the exercise price of the Note Conversion Warrants was adjusted to $0.30 . At the time the exercise price was adjusted, the Company calculated the fair value of the down round provision on the warrants to be approximately $10,000 and recorded this as a deemed dividend . Convertible Promissory Note Warrants The Convertible Promissory Note Warrants had an original exercise price of $3.00 per share and contain a down round provision. As a result of the Series C Preferred Offering, the exercise price of the Convertible Promissory Note Warrants was adjusted to $1.40 per share. In February 2018, as a result of 2018 Purchase Agreement, the exercise price of the Convertible Promissory Note Warrants was adjusted to $1.04 . At the time the exercise price was adjusted, the Company calculated the fair value of the down round provision on the warrants to be less than $1,000 and recorded this as a deemed dividend. In addition, as a result of the 2018 Inducement Agreement, the exercise price of the Convertible Promissory Note Warrants was further adjusted to $0.75 . At the time the exercise price was adjusted, the Company calculated the fair value of the down round provision on the warrants to be less than $1,000 and recorded this as a deemed dividend. In April 2018, a s a result of the 2018 Note Agreement , the exercise price of the Convertible Promissory Note Warrants was adjusted to $0.30 . At the time the exercise price was adjusted, the Company calculated the fair value of the down round provision on the warrants to be less than $ 1 ,000 and recorded this as a deemed dividend . Series C Warrants In connection with the Series C Preferred Offering, the Company issued 1,962,857 warrants at an exercise price of $1.63 , which contain a down round provision. In February 2018, as a result of 2018 Purchase Agreement, the exercise price of the Series C Warrants was adjusted to $1.04 . At the time the exercise price was adjusted, the Company calculated the fair value of the down round provision on the warrants to be approximately $58,000 and recorded this as a deemed dividend. In addition, as a result of the 2018 Inducement Agreement, the exercise price of the Series C Warrants was further adjusted to $0.75 as a result of the Exercise Price Reduction discussed above. In April 2018, a s a result of the 2018 Note Agreement , the exercise price of the Series C Warrants was adjusted to $0.30 . At the time the exercise price was adjusted, the Company calculated the fair value of the down round provision on the warrants to be approximately $45,000 and recorded this as a deemed dividend . There were 517,300 and 1,587,300 Series C Warrants exercised d uring the three and nine months ended September 30 , 2018 , respectively, for proceeds to the Company of approximately $155,000 and $476,000 , respectively . During the three and nine months ended September 30, 2018, the intrinsic value of the Series C Warrants exercised was approximately $92,000 and $294,000 , respectively. Creditor Warrants In the fourth quarter of 2017, the Company entered into Settlement Agreements with certain of its accounts payable and accrued liability vendors (the “Creditors”) pursuant to which the Company agreed to issue, to certain of its Creditors, 108,112 warrants to purchase 108,112 shares of the Company’s common stock at an exercise price of $7.50 per share. The warrants were issued in February 2018. See Note 4 – Long-Term Debt. April 2018 Warrants In connection with the issuance of the April 2018 Bridge notes, the Company issued 3,648,352 warrants at an exercise price of $0.75 at time of issuance . In September 2018, the exercise price was amended to $0.50 . Half of these April 2018 Warrants have a five -year term and half have a one -year term. At the time of issuance, as discussed in Note 4 Long-Term Debt And Convertible Notes, the April 2018 Warrants had a fair value of approximately $1.1 million and were recorded as a liability with an offset to debt discount. Advisor Warrants At the time of the 2018 Note Agreement, the Company issued 232,000 warrants with an exercise price of $0.75 to a financial advisor. At the time of issuance, as discussed in Note 4 Long-Term Debt And Convertible Notes, the Advisor Warrants had a fair value of approximately $0.1 million and were recorded as a liability with an offset to debt discount Q3 2018 Warrants In connection with the issuance of the Q3 2018 Bridge Notes, the company issued 2,945,055 warrants with an exercise price of $0.75 at time of issuance. Half of these Q3 2018 Warrants have a five -year term and half have a one -year term. At the time of issuance, as discussed in Note 4 Long-Term Debt And Convertible Notes, the Q3 2018 Warrants had a fair value of approximately $0.7 million and were recorded as a liability with an offset to debt discount. In September 2018, the exercise price was modified to $0.50. The Company calculated the change in fair value due to repricing to be an expense of approximately $0.1 million which is included in warrant revaluation and modification in the unaudited condensed consolidated statements of opera |
FAIR VALUE
FAIR VALUE | 9 Months Ended |
Sep. 30, 2018 | |
FAIR VALUE [Abstract] | |
FAIR VALUE | 9 . FAIR VALUE FASB guidance on fair value measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements for our financial assets and liabilities, as well as for other assets and liabilities that are carried at fair value on a recurring basis in our condensed consolidated financial statements. FASB guidance establishes a three-level fair value hierarchy based upon the assumptions (inputs) used to price assets or liabilities. The three levels of inputs used to measure fair value are as follows: Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2—Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets; and Level 3—Unobservable inputs reflecting our own assumptions and best estimate of what inputs market participants would use in pricing the asset or liability. Common Stock Warrant Liabilities. Certain of our issued and outstanding warrants to purchase shares of common stock do not qualify to be treated as equity and, accordingly, are recorded as a liability. We are required to record these instruments at fair value at each reporting date and changes are recorded as a non-cash adjustment to earnings. The gains or losses included in earnings are reported in other income (expense) in our condensed consolidated statement of operations. 2016 Warrant Liability The Company assumed the 2016 Warrant Liability in the Merger and it represents the fair value of Transgenomic warrants issued in January 2016, of which, 5,368 warrants remain outstanding as of September 30 , 2018. In March 2018, a portion of the 2016 Warrant Liability was part of a settlement agreement pursuant to a lawsuit that was filed against the Company by one of the warrant holders. As such, approximately $0.4 million of the warrant liability, representing 20,216 warrants, was canceled on the date of the settlement agreement and replaced by and amounts now recorded as other current liabilities or other long-term liabilities. For further detail, see discussion of the Crede Agreement in Note 5 – Other Current Liabilities. The 2016 Warrant Liability is considered a Level 3 financial instrument and was valued using the Monte Carlo methodology. As of September 30 , 2018, assumptions and inputs used in the valuation of the 2016 Warrant Liability include: remaining life to maturity of 2.25 years; annual volatility of 188% ; and a risk-free interest rate of 2.81% . 2018 Warrant Liabilities In April 2018, the Company issued 3,648,352 of April 2018 Warrants and 232,000 of Advisor Warrants and in the third quarter of 2018, the Company issued 2,945,055 of Q3 2018 Warrants. All of these warrants issuances were classified as warrant liabilities (the “2018 Warrant Liabilities”). See Note 4 Long-Term Debt And Convertible Notes for further discussion of each warrant. The 2018 Warrant Liabilities are considered Level 3 financial instruments and were valued using the Black Scholes model. As of September 30, 2018, assumptions used in the valuation of the 2018 Warrant Liabilities include: remaining life to maturity of 0.55 to 4.97 years; annual volatility of 96% to 155% ; and risk free rate of 2.36% to 2.94% During the three and nine months ended September 30, 2018, the change in the fair value of the warrant liabilities measured using significant unobservable inputs (Level 3) were comprised of the following: Dollars in Thousands Three Months Ended September 30, 2018 2016 Warrant Liability 2018 Warrant Liabilities Total Warrant Liabilities Beginning balance at July 1 $ 124 $ 882 $ 1,006 Additions: - 720 720 Total (gain) loss: Revaluation recognized in earnings - (176) (176) Modification recognized in earnings - 143 143 Deductions – warrant liability settlement - - - Balance at September 30 $ 124 $ 1,569 $ 1,693 Dollars in Thousands Nine Months Ended September 30, 2018 2016 Warrant Liability 2018 Warrant Liabilities Total Warrant Liabilities Beginning balance at January 1 $ 841 $ - $ 841 Additions: - 1,925 1,925 Total (gain) loss: Revaluation recognized in earnings (261) (499) (760) Modification recognized in earnings - 143 143 Deductions – warrant liability settlement (456) - (456) Balance at September 30 $ 124 $ 1,569 $ 1,693 Derivative Liabilit ies . Certain of our issued and outstanding convertible notes contain features that are considered derivative instruments and are required to bifurcated from the debt host and accounted for separately as derivative liabilities . The estimated fair value of the derivatives will be remeasured at each reporting date and any change in estimated fair value of the derivatives will be recorded as non-cash adjustments to earnings. The gains or losses included in earnings are reported in other income (expense) in our condensed consolidated statement of operations. Bridge Notes Redemption Feature At the time of the April 2018 Bridge Note issuance, the Company recorded a derivative instrument as a liability with an initial fair value of approximately $0.1 million. At the time of the Q3 2018 Bridge Note issuances, the Company recorded additional derivative instruments as liabilities with initial fair values totaling $0.1 million. The valuations were performed using the “with and without” approach, whereby the Bridge Notes were valued both with the embedded derivative and without, and the difference in values was recorded as the derivative liability. See Note 4 Long-Term Debt And Convertible Notes for further discussion. Conversion Option The Company recorded derivative liabilities related to the Conversion Option of the Exchange Notes issued in September 2018 with an initial fair value of approximately $ 0 . 2 The valuations were performed using the Monte Carlo methodology. See Note 4 Long-Term Debt And Convertible Notes for further discussion. During the three and nine months ended September 30, 2018, the change in the fair value of the derivative liabilities were comprised of the following : Three Months Ended September 30, 2018 Bridge Notes Redemption Feature Conversion Option Total Derivative Liabilities Beginning balance at July 1 $ 143 $ - $ 143 Additions: 69 241 310 Total (gain) loss: Revaluation recognized in earnings (96) (20) (116) Balance at September 30 $ 116 $ 221 $ 337 Nine Months Ended September 30, 2018 Bridge Notes Redemption Feature Conversion Option Total Derivative Liabilities Beginning balance at January 1 $ - $ - $ - Additions: 212 241 453 Total (gain) loss: Revaluation recognized in earnings (96) (20) (116) Balance at September 30 $ 116 $ 221 $ 337 |
EQUITY INCENTIVE PLAN
EQUITY INCENTIVE PLAN | 9 Months Ended |
Sep. 30, 2018 | |
EQUITY INCENTIVE PLAN [Abstract] | |
EQUITY INCENTIVE PLAN | 10. EQUITY INCENTIVE PLAN The Company's 2006 Equity Incentive Plan (the "2006 Plan") was terminated as to future awards on July 12, 2016. The Company's 2017 Stock Option and Incentive Plan (the "2017 Plan") was adopted by the Company's stockholders on June 5, 2017 and there were 666,666 shares of common stock reserved for issuance under the 2017 Plan. The 2017 Plan will expire on June 5, 2027 . Amendment of the 2017 Stock Option and Incentive Plan On January 31, 2018, at a special meeting of the stockholders of the Company, the stockholders approved an amendment and restatement of the Company’s 2017 Stock Option and Incentive Plan (the “2017 Plan”) to: · increase the aggregate number of shares authorized for issuance under the 2017 Plan by 5,389,500 shares to 6,056,166 shares and cumulatively increased on January 1, 2019 and on each January 1 thereafter by the lesser of the annual increase for such year or 500,000 shares; · increase the maximum number of shares that may be granted in the form of stock options or stock appreciation rights to any one individual in any one calendar year and the maximum number of shares underlying any award intended to qualify as performance-based compensation to any one individual in any performance cycle, in each case to 1,000,000 shares of Common Stock; and · add an “evergreen” provision, pursuant to which the aggregate number of shares authorized for issuance under the 2017 Plan will be automatically increased each year beginning on January 1, 2019 by 5% of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31, or such lesser number of shares determined by the Company’s Board of Directors or Compensation Committee. Stock Options. During the nine months ended September 30 , 2018, the Company granted stock options to employees and directors to purchase up to 3, 365 , 488 shares of common stock at a weighted average exercise price of $0.7 0 . These awards have vesting periods of one to four years and had a weighted average grant date fair value of $0.64 . The fair value calculation of options granted during the nine months ended September 30 , 2018 used the follow assumptions: risk free interest rate s between 2.63% and 2.88% based on the U.S. Treasury yield in effect at the time of grant; expected life of six years; and volatility of 135% . The following table summarizes stock option activity under our plans during the nine months ended September 30, 2018: Number of Weighted-Average Options Exercise Price Outstanding at January 1, 2018 236,484 $ 7.12 Granted 3,365,488 0.70 Forfeited (202,896) 2.16 Outstanding at September 30, 2018 3,399,076 $ 1.06 Exercisable at September 30, 2018 260,201 $ 4.66 As of September 30 , 2018, there were 2,614,237 options that were vested or expected to vest with an aggregate intrinsic value of zero and a remaining weighted average contractual life of 9.3 years. For the three and nine months ended September 30, 2018, we recorded compensation expense for all stock awards of $0.1 million and $0.3 million, respectively, within operating expense in the accompanying statements of operations. For both the three and nine months ended September 30, 2017, we recorded compensation expense for all stock awards of less than $0.1 million. As of September 30, 2018, the unrecognized compensation expense related to unvested stock awards was $2.0 million, which is expected to be recognized over a weighted-average period of 3.0 years. |
SALES SERVICE REVENUE, NET AND
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE | 9 Months Ended |
Sep. 30, 2018 | |
Sales Service Revenue, Net and Accounts Receivable [Abstract] | |
Sales Service Revenue, Net and Accounts Receivable | 11. SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE Adoption of ASC Topic 606, “Revenue from contracts with customers” On January 1, 2018, the Company adopted ASC 606 that amends the guidance for the recognition of revenue from contracts with customers to transfer goods and services by using the modified-retrospective method applied to any contracts that were not completed as of January 1, 2018. The Company performed a comprehensive review of its existing revenue arrangements following the five-step model: Step 1: Identification of the contract with the customer. Sub-steps include determining the customer in a contract; Initial contract identification and determine if multiple contracts should be combined and accounted for as a single transaction. Step 2: Identify the performance obligation in the contract. Sub-steps include identifying the promised goods and services in the contract and identifying which performance obligations within the contract are distinct. Step 3: Determine the transaction price. Sub-steps include variable consideration, constraining estimates of variable consideration, the existence of a significant financing component in the contract, noncash consideration and consideration payable to a customer. Step 4: Allocate transaction price. Sub-steps include assessing the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised goods or services to the customer. Step 5: Satisfaction of performance obligations. Sub-steps include ascertaining the point in time when an asset is transferred to the customer and the customer obtains control of the asset upon which time the Company recognizes revenue. Based on the Company's analysis, there were no changes identified that impacted the amount or timing of revenues recognized under the new guidance as compared to the previous guidance (ASC 605). Additionally, the Company's analysis indicated that there were no changes to how costs to obtain and fulfill our customer contracts would be recognized under the new guidance as compared to the previous guidance. Accordingly, the initial application of the new revenue standard did not result in the recognition of a cumulative effect adjustment to the opening balance of accumulated deficit as of January 1, 2018. Nature of Contracts and Customers T he Company’s contracts and related performance obligations are similar for its customers and the sales process for all customers start s upon the receipt of requisition forms from the customers for patient diagnostic testing and the execution of contracts for biomarker testing and clinical research. Payment terms for the services provided are 30 days, unless separately negotiated. Diagnostic testing Control of the laboratory testing services is transferred to the customer at a point in time. As such, the Company recognizes revenue for laboratory testing services at a point in time based on the delivery method (web-portal access or fax) for the patient’s laboratory report, per the contract. Clinical research grants Control of the clinical research services are transferred to the customer over time. The Company will recognize revenue utilizing the “effort based” method, measuring its progress toward complete satisfaction of the performance obligation. Biomarker testing and clinical project services Control of the biomarker testing and clinical project services are transferred to the customer over time. The Company utilizes an “effort based” method of assessing performance and measures progress towards satisfaction of the performance obligation based upon the delivery of results. The Company generates revenue from the provision of diagnostic testing provided to patients, biomarker testing provided to bio-pharma customers and clinical research grants funded by both bio-pharma customers and government health programs. Disaggregation of Revenues by Transaction Type We operate in one business segment and, therefore, the results of our operations are reported on a consolidated basis for purposes of segment reporting, consistent with internal management reporting. Service revenue, net for the three and nine months ended September 30, 2018 and 2017 were as follows (prior-period amounts are not adjusted under the modified-retrospective method of adoption): For the Three Months Ended September 30, (dollars in thousands) Diagnostic Testing Biomarker Testing Total 2018 2017 2018 2017 2018 2017 Medicaid $ 15 $ 4 $ - $ - $ 15 $ 4 Medicare 288 165 - - 288 165 Self-pay 48 33 - - 48 33 Third party payers 289 114 - - 289 114 Contract diagnostics - - 168 - 168 - Revenues, net of contractual allowances $ 640 $ 316 $ 168 $ - $ 808 $ 316 For the Nine Months Ended September 30, (dollars in thousands) Diagnostic Testing Biomarker Testing Total 2018 2017 2018 2017 2018 2017 Medicaid $ 38 $ 24 $ - $ - $ 38 $ 24 Medicare 703 454 - - 703 454 Self-pay 94 87 - - 94 87 Third party payers 639 370 - - 639 370 Contract diagnostics - - 1,024 - 1,024 - Revenues, net of contractual allowances $ 1,474 $ 935 $ 1,024 $ - $ 2,498 $ 935 Revenue from the Medicare and Medicaid programs account for a portion of the Company’s patient diagnostic service revenue. Laws and regulations governing those programs are extremely complex and subject to interpretation. As a result, there is at least a reasonable possibility that recorded estimates will change by a material amount in the near term. Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price using the expected value method based on historical experience. The Company does not typically enter arrangements where multiple contracts can be combined as the terms regarding services are generally found within a single agreement/requisition form. The Company derives its revenues from three types of transactions: diagnostic testing, clinical research grants from state and federal research programs, and other revenues from the Company’s ICP technology and bio-pharma projects encompassing genetic diagnostics. Deferred revenue Deferred revenue, or unearned revenue , refers to advance payments for products or services that are to be delivered in the future. The Company records such prepayment of unearned revenue as a liability, as revenue that has not yet been earned, but represents products or services that are owed to a customer. As the product or service is delivered over time, the Company recognizes the appropriate amount of revenue from deferred revenue . For the period ended September 30 , 2018 and December 31, 2017, the deferred revenue was $ 94 ,000 and $66,000 , respectively. Contractual Allowances and Adjustments We are reimbursed by payors for services we provide. Payments for services covered by payors average less than billed charges. We monitor revenue and receivables from payors and record an estimated contractual allowance for certain revenue and receivable balances as of the revenue recognition date to properly account for anticipated differences between amounts estimated in our billing system and amounts ultimately reimbursed by payors. Accordingly, the total revenue and receivables reported in our financial statements are recorded at the amounts expected to be received from these payors. For service revenue, the contractual allowance is estimated based on several criteria, including unbilled claims, historical trends based on actual claims paid, current contract and reimbursement terms and changes in customer base and payor/product mix. The billing functions for the remaining portion of our revenue are contracted and fixed fees for specific services and are recorded without an allowance for contractual discounts. The following table presents our revenues initially recognized for each associated payor class during the three and nine months ended September 30, 2018 and 2017. For the Three Months Ended September 30, Contractual Allowances and Revenues, net of Contractual Gross Revenues adjustments Allowances and adjustments 2018 2017 2018 2017 2018 2017 Medicaid $ 30 $ 7 $ (15) $ (3) $ 15 $ 4 Medicare 293 128 (5) 37 288 165 Self-pay 48 37 - (4) 48 33 Third party payers 713 323 (424) (209) 289 114 Contract diagnostics 168 - - - 168 - 1,252 495 (444) (179) 808 316 Clinical research grants and other 15 11 - - 15 11 $ 1,267 $ 506 $ (444) $ (179) $ 823 $ 327 For the Nine Months Ended September 30, Contractual Allowances and Revenues, net of Contractual Gross Revenues adjustments Allowances and adjustments 2018 2017 2018 2017 2018 2017 Medicaid $ 71 $ 72 $ (33) $ (48) $ 38 $ 24 Medicare 722 422 (19) 32 703 454 Self-pay 94 115 - (28) 94 87 Third party payers 1,561 918 (922) (548) 639 370 Contract diagnostics 1,024 - - - 1,024 - 3,472 1,527 (974) (592) 2,498 935 Clinical research grants and other 80 11 - - 80 11 $ 3,552 $ 1,538 $ (974) $ (592) $ 2,578 $ 946 Allowance for Doubtful Accounts The Company provides for a general allowance for collectability of services when recording net sales. The Company has adopted the policy of recognizing net sales to the extent it expects to collect that amount. Reference FASB 954-605-45-5 and ASU 2011-07, Health Care Entities: Presentation and Disclosure of Patient Service Revenue, Provision for Bad Debt, and the Allowance for Doubtful Accounts. The change in the allowance for doubtful accounts is directly related to the increase in patient service revenues. The following table presents our reported revenues net of the collection allowance and adjustments for the three and nine months ended September 30, 2018 and 2017. For the Three Months Ended September 30, Revenues, net of (dollars in thousands) Contractual Allowances Allowances for doubtful and adjustments accounts Total 2018 2017 2018 2017 2018 2017 Medicaid $ 15 $ 4 $ (15) $ (1) $ - $ 3 Medicare 288 165 (43) (30) 245 135 Self-pay 48 33 - (6) 48 27 Third party payers 289 114 (115) (20) 174 94 Contract diagnostics 168 - - - 168 - 808 316 (173) (57) 635 259 Clinical research grants and other 15 11 - - 15 11 $ 823 $ 327 $ (173) $ (57) $ 650 $ 270 For the Nine Months Ended September 30, Revenues, net of (dollars in thousands) Contractual Allowances Allowances for doubtful and adjustments accounts Total 2018 2017 2018 2017 2018 2017 Medicaid $ 38 $ 24 $ (38) $ (5) $ - $ 19 Medicare 703 454 (105) (83) 598 371 Self-pay 94 87 - (16) 94 71 Third party payers 639 370 (256) (64) 383 306 Contract diagnostics 1,024 - - - 1,024 - 2,498 935 (399) (168) 2,099 767 Clinical research grants and other 80 11 - - 80 11 $ 2,578 $ 946 $ (399) $ (168) $ 2,179 $ 778 Costs to Obtain or Fulfill a Customer Contract Sales commissions are expensed when incurred because the amortization period would have been one year or less. These costs are recorded in operating expenses in the condensed consolidated statements of operations. Shipping and handling costs are comprised of inbound and outbound freight and associated labor. The Company accounts for shipping and handling activities related to contracts with customers as fulfillment costs which are included in cost of sales in the condensed consolidated statements of operations. Accounts Receivable The Company has provided an allowance for potential credit losses, which has been determined based on management’s industry experience. The Company grants credit without collateral to its patients, most of who are insured under third party payer agreements. The following summarizes the mix of receivables: September 30, 2018 December 31, 2017 Medicaid $ 113 $ 37 Medicare 631 256 Self-pay 81 53 Third party payers 1,215 1,066 Contract diagnostic services 139 445 Other - - $ 2,179 $ 1,857 Less allowance for doubtful accounts (1,521) (1,127) Accounts receivable, net $ 658 $ 730 The following table presents the roll-forward of the allowance for doubtful accounts for the nine months ended September 30, 2018. Allowance for Doubtful (dollars in thousands) Accounts Balance, January 1, 2018 $ (1,127) Collection Allowance: Medicaid $ (38) Medicare (105) Third party payers (256) Service revenue, net (399) Bad debt expense $ 5 Total charges (394) Balance, September 30, 2018 $ (1,521) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12 . SUBSEQUENT EVENTS In October and November 2018, the Company exchanged its remaining $1.1 million of Secured Debt Obligations that were outstanding as of September 30, 2018 for Exchange Notes of approximately $0.9 million. The exchange was in connection with the Exchange Agreement discussed in Note 4 Long-Term Debt And Convertible Notes. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy) | 9 Months Ended |
Sep. 30, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation. The accompanying condensed consolidated financial statements are presented in conformity with GAAP. We have evaluated events occurring subsequent to September 30, 2018 for potential recognition or disclosure in the condensed consolidated financial statements and concluded that, other than what is disclosed within the notes to unaudited condensed consolidated financial statements and in Note 12 - Subsequent Events, there were no other subsequent events that required recognition or disclosure. The condensed consolidated balance sheet as of December 31, 2017 was derived from our audited balance sheet as of that date. There has been no change in the balance sheet from December 31, 2017. The accompanying condensed consolidated financial statements as of and for the three and nine months ended September 30, 2018 and 2017 are unaudited and reflect all adjustments (consisting of only normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2017 contained in our Annual Report Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on April 13, 2018. The results of operations for the interim periods presented are not necessarily indicative of the results for fiscal year 2018. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers and has subsequently issued supplemental and/or clarifying ASUs (collectively “ASC 606”). ASC 606 outlines a five-step framework that intends to clarify the principles for recognizing revenue and eliminate industry-specific guidance. In addition, ASC 606 revises current disclosure requirements in an effort to help financial statement users better understand the nature, amount, timing, and uncertainty of revenue that is recognized. ASC 606 may be applied either retrospectively to each prior reporting period presented or use the modified retrospective transition method with the cumulative effect of initial adoption recognized at the date of initial application. We adopted this new standard as of January 1, 2018, by using the modified-retrospective method. An adjustment was not required and a change to the prior revenue recognition process and policy to adopt the new standard was not necessary. See Note 11 – Sales Service Revenue, Net a nd Accounts Receivable for further details. In February 2016, the FASB issued ASU No. 2016-02, Leases . The new standard amends the recognition of lease assets and lease liabilities by lessees for those leases currently classified as operating leases and amends disclosure requirements associated with leasing arrangements. The new standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Transition will require application of the new guidance at the beginning of the earliest comparative period presented. We are currently assessing the impact that the adoption of this ASU will have on our consolidated financial statements. In January 2017, FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. ASU No. 2017-01 adds guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of ASU No. 2017-01 did not have a material effect on the Company’s financial position and results of operations. In May 2017, the FASB issued ASU 2017-09 “ Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting”, which provides clarity and reduces both diversity in practice and cost and complexity when applying guidance in Topic 718. This amendment provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments are effective for all entities for annual periods, and interim periods within those periods, beginning after December 15, 2017. The adoption of ASU No. 2017-09 did not have a material effect on the Company’s financial position and results of operations. In June 2018, the FASB issued ASU 2018-07 “ Compensation—Stock Compensation (Topic 718) ”, which expands the scope of Topic 718 to include share based payment transactions for acquiring goods and services from non-employees. This ASU is effective for reporting periods beginning after December 15, 2018. We are currently assessing the potential impact that the adoption of this ASU will have on our consolidated financial statements In August 2018, the FASB issued ASU 2018-13 “ Fair Value Measurement (Topic 820) ”, which modifies certain disclosure requirements in Topic 820, such as the removal of the need to disclose the amount of and reason for transfers between Level 1 and Level 2 of the fair value hierarchy, and several changes related to Level 3 fair value measurements. This ASU is effective for reporting periods beginning after December 15, 2019. We are currently assessing the potential impact that the adoption of this ASU will have on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-15 “ Intangibles—Goodwill and Other—Internal Use Software (Subtopic 350-40) ” , which aligns the requirements for capitalizing implementation costs incurred in a cloud computing hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software. This ASU is effective for reporting periods beginning after December 15, 2019. We are currently assessing the potential impact that the adoption of this ASU will have on our consolidated financial statements. |
Property and Equipment, Net | Property and Equipment, net. Depreciation expense was less than $0.1 million for the three and nine months ended September 30, 2018 and 2017. Depreciation expense during each year includes depreciation related to equipment acquired under capital leases. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets. As a result of the Merger, the Company recorded goodwill and intangible assets as part of its allocation of the purchase consideration. Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable net assets of the business acquired. Goodwill is tested for impairment annually. We perform this impairment analysis during the fourth quarter of each year or when a significant event occurs that may indicate that the assets might be impaired. During the nine months ended September 30, 2018, the Company experienced a decline in its share price and a reduction in its market capitalization, as such the Company determined that an assessment of goodwill should be performed using the qualitative approach. Based on the qualitative assessment, the Company concluded that it was more likely than not that the fair value of the Company was less than its carry value. The analysis of the fair value of the Company involved using the market capitalization and the discounted cash flow model. Based on the analysis, the Company concluded that its carrying value exceeded its fair value and goodwill impairment in the amount of $ 1 . 6 million and 1.0 million was recorded for the nine months ended September 30, 2018 and 2017, respectively . The Company recognized an impairment of $1.3 million and $1.0 million for the three months ended September 30, 2018 and 2017, respectively. Intangibles Amortization expense for intangible assets was $0.3 million for each of the three months ended September 30, 2018 and 2017, respectively, and $0.9 million and $0.3 million during the nine months ended September 30, 2018 and 2017, respectively. Amortization expense for intangible assets is expected to be $1.2 million, $1.0 million, $1.0 million, $0.9 million and $0.9 million for each of the years ending December 31, 2018, 2019, 2020, 2021 and 2022, respectively. |
Debt Issuance Costs and Debt Discounts | Debt Issuance Costs and Debt Discounts. Debt issuance costs and debt discounts are being amortized over the lives of the related financings on a basis that approximates the effective interest method. Both are presented as a reduction of the related debt in the accompanying condensed consolidated balance sheets. See Note 4 – Long-Term Debt and Convertible Notes for further information. |
Revenue Recognition | Revenue Recognition. Revenue recognition occurs when a customer obtains control of the promised goods and service. Revenue assigned to the goods and services reflects the consideration which the Company expects to receive in exchange for those goods and services. The Company derives its revenues from Diagnostic Testing - histology, flow cytometry, cytology and molecular testing; Clinical Research from bio-pharma customers, state and federal grant programs; and from Biomarker Testing from bio-pharma customers. All sources of revenue are recorded net of accruals for estimated chargebacks, rebates, cash discounts, other allowances, and returns. Due to differences in the substance of these revenue types, the transactions require, and the Company utilizes, different revenue recognition policies for each. See more detailed information on revenue in Note 11 – Sales Service Revenue, Net And Accounts Receivable. The Company recognizes revenue utilizing the five-step framework of ASC 606. Control of the laboratory testing services is transferred to the customer at a point in time. As such, the Company recognizes revenue for diagnostic testing at a point in time based on the delivery method (web-portal access or fax) for a patient’s laboratory report. Diagnostic testing service revenue is reported at the estimated net realizable amounts from patients, third-party payors and others for services rendered, including retroactive adjustment under reimbursement agreements with third-party payors. Revenue under third-party payor agreements is subject to audit and retroactive adjustment. Provisions for third-party payor settlements are provided in the period in which the related services are rendered and adjusted in the future periods, as final settlements are determined. For clinical research and biomarker services, the Company utilizes an “effort based” method of assessing performance and measures progress towards satisfaction of the performance obligation based upon the delivery of results per the contract. When we receive payment in advance, we initially defer the revenue and recognize it when we deliver the service. Deferred net sales included in the balance sheet as deferred revenue was $0.1 million as of September 30, 2018 and December 31, 2017, respectively. Taxes collected from customers and remitted to government agencies for specific net sales producing transactions are recorded net with no effect on the income statement. |
Loss Per Share | Loss Per Share. Basic loss per share is calculated based on the weighted-average number of common shares outstanding during each period. Diluted loss per share includes shares issuable upon exercise of outstanding stock options, warrants or conversion rights that have exercise or conversion prices below the market value of our common stock. Options, warrants and conversion rights pertaining to 19,411,045 and 5,919,819 shares of our common stock have been excluded from the computation of diluted loss per share at September 30, 2018 and 2017, respectively, because the effect is anti-dilutive due to the net loss. The following table summarizes the outstanding securities not included in the computation of diluted net loss per share: September 30, 2018 2017 Stock options 3,399,076 236,887 Warrants 9,261,896 4,224,824 Preferred stock 156,667 1,456,400 Convertible notes 6,593,406 1,708 Total 19,411,045 5,919,819 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Outstanding Securities not Included in the Computation of Diluted Net Loss | The following table summarizes the outstanding securities not included in the computation of diluted net loss per share: September 30, 2018 2017 Stock options 3,399,076 236,887 Warrants 9,261,896 4,224,824 Preferred stock 156,667 1,456,400 Convertible notes 6,593,406 1,708 Total 19,411,045 5,919,819 |
REVERSE MERGER (Tables)
REVERSE MERGER (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
REVERSE MERGER [Abstract] | |
Business Acquisition, Pro Forma Information | The following unaudited pro forma information presents the Company's financial results as if the acquisition of Transgenomic had occurred on January 1, 2017 and combines Transgenomic’s unaudited condensed consolidated statement of operations for the nine months ended September 30, 2017 with Precipio’s unaudited condensed statement of operations for the nine months ended September 30, 2017: Dollars in thousands, except per share amounts September 30, 2017 Nine Months Ended Net sales $ 1,742 Net loss available to common stockholders (22,980) Loss per common share $ (3.40) |
LONG-TERM DEBT AND CONVERTIBL_2
LONG-TERM DEBT AND CONVERTIBLE NOTES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Instrument [Line Items] | |
Schedule of Debt | Long-term debt consists of the following: Dollars in Thousands September 30, 2018 December 31, 2017 Department of Economic and Community Development (DECD) $ 280 $ - DECD debt issuance costs (29) - Secured debt obligations 1,058 3,233 Financed insurance loan 306 183 Settlement Agreement 74 - Total long-term debt 1,689 3,416 Current portion of long-term debt (653) (587) Long-term debt, net of current maturities $ 1,036 $ 2,829 |
Convertible Debt [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | Convertible notes consist of the following: Dollars in Thousands September 30, 2018 December 31, 2017 Convertible bridge notes $ 3,297 $ - Convertible bridge notes discount and debt issuance costs (3,093) - Convertible promissory notes 1,823 - Convertible promissory notes debt issuance costs (241) - Total convertible notes 1,786 - Current portion of convertible notes (256) - Convertible notes, net of current maturities $ 1,530 $ - |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
OTHER CURRENT LIABILITIES [Abstract] | |
Other Current Liabilities | Other current liabilities are as follows: (dollars in thousands) September 30, 2018 December 31, 2017 Obligation to issue common shares $ - $ 1,897 Liability related to equity purchase agreement 460 - Liability for settlement of equity instrument 1,450 1,085 $ 1,910 $ 2,982 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
STOCKHOLDERS' EQUITY [Abstract] | |
Schedule of stockholders' equity, including warrants and rights | The following represents a summary of the warrants outstanding as of September 30, 2018: (1) Underlying Exercise Issue Year Expiration Shares Price Warrants Assumed in Merger (1) 2014 April 2020 12,487 $120.00 (2) 2015 February 2020 23,826 $67.20 (3) 2015 December 2020 4,081 $49.80 (4) 2016 January 2021 8,952 $36.30 Warrants (5) 2017 June 2022 45,600 $2.75 (6) 2017 June 2022 91,429 $7.00 (7) 2017 August 2022 480,000 $0.30 (8) 2017 August 2022 60,000 $3.125 (9) 2017 August 2022 856,446 $10.00 (10) 2017 August 2022 359,999 $0.30 (11) 2017 October 2022 10,000 $0.30 (12) 2017 May 2023 375,557 $0.30 (13) 2018 October 2022 108,112 $7.50 (14) 2018 April 2019 1,824,176 $0.50 (14) 2018 April 2023 1,824,176 $0.50 (15) 2018 October 2022 232,000 $0.75 (16) 2018 July 2019 382,526 $0.50 (16) 2018 July 2023 382,526 $0.50 (16) 2018 August 2019 545,000 $0.50 (16) 2018 August 2023 545,000 $0.50 (16) 2018 September 2019 545,002 $0.50 (16) 2018 September 2023 545,001 $0.50 9,261,896 (1) These warrants were issued in connection with a private placement which was completed in October 2014. (2) These warrants were issued in connection with an offering which was completed in February 2015. (3) These warrants were issued in connection with an offering which was completed in July 2015. (4) These warrants were issued in connection with an offering which was completed in January 2016. Of the remaining outstanding warrants as of March 31, 2018, 5,368 warrants are recorded as a liability, See Note 9 – Fair Value for further discussion, and 3,584 are treated as equity. (5) These warrants were issued in connection with the Merger and are the 2017 New Bridge Warrants. (6) These warrants were issued in connection with the Merger and are considered Side Warrants. (7) These warrants were issued in connection with the August 2017 Offering and are the August 2017 Offering Warrants discussed below. (8) These warrants were issued in connection with the August 2017 Offering and are considered Representative Warrants. (9) These warrants were issued in connection with the conversion of our Series A Senior stock, at the time of the closing of the August 2017 Offering, and are the Series A Conversion Warrants discussed below. (10) These warrants were issued in connection with the conversion of convertible bridge notes, at the time of the closing of the August 2017 Offering, and are the Note Conversion Warrants discussed below. (11) These warrants were issued in connection with the waiver of default the Company received in the fourth quarter of 2017 in connection with the Convertible Promissory Notes and are the Convertible Promissory Note Warrants discussed below. (12) These warrants were issued in connection with the Series C Preferred Offering and are the Series C Warrants discussed below. (13) These warrants were issued in connection with the Debt Obligation settlement agreements and are the Creditor Warrants discussed below. (14) These warrants were issued in connection with the 2018 Note Agreement and are the April 2018 Warrants discussed below. (15) These warrants were issued in connection with the 2018 Note Agreement and are the Advisor Warrants discussed below. (16) These warrants were issued in connection with the 2018 Note Agreement and are the Q3 2018 Warrants discussed below. |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
FAIR VALUE [Abstract] | |
Schedule of Changes in Fair Value of Liability | During the three and nine months ended September 30, 2018, the change in the fair value of the warrant liabilities measured using significant unobservable inputs (Level 3) were comprised of the following: Dollars in Thousands Three Months Ended September 30, 2018 2016 Warrant Liability 2018 Warrant Liabilities Total Warrant Liabilities Beginning balance at July 1 $ 124 $ 882 $ 1,006 Additions: - 720 720 Total (gain) loss: Revaluation recognized in earnings - (176) (176) Modification recognized in earnings - 143 143 Deductions – warrant liability settlement - - - Balance at September 30 $ 124 $ 1,569 $ 1,693 Dollars in Thousands Nine Months Ended September 30, 2018 2016 Warrant Liability 2018 Warrant Liabilities Total Warrant Liabilities Beginning balance at January 1 $ 841 $ - $ 841 Additions: - 1,925 1,925 Total (gain) loss: Revaluation recognized in earnings (261) (499) (760) Modification recognized in earnings - 143 143 Deductions – warrant liability settlement (456) - (456) Balance at September 30 $ 124 $ 1,569 $ 1,693 |
Schedule of Change in the Fair Value of the Derivative Liabilities | During the three and nine months ended September 30, 2018, the change in the fair value of the derivative liabilities were comprised of the following : Three Months Ended September 30, 2018 Bridge Notes Redemption Feature Conversion Option Total Derivative Liabilities Beginning balance at July 1 $ 143 $ - $ 143 Additions: 69 241 310 Total (gain) loss: Revaluation recognized in earnings (96) (20) (116) Balance at September 30 $ 116 $ 221 $ 337 Nine Months Ended September 30, 2018 Bridge Notes Redemption Feature Conversion Option Total Derivative Liabilities Beginning balance at January 1 $ - $ - $ - Additions: 212 241 453 Total (gain) loss: Revaluation recognized in earnings (96) (20) (116) Balance at September 30 $ 116 $ 221 $ 337 |
EQUITY INCENTIVE PLAN (Tables)
EQUITY INCENTIVE PLAN (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
EQUITY INCENTIVE PLAN [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity under our plans during the nine months ended September 30, 2018: Number of Weighted-Average Options Exercise Price Outstanding at January 1, 2018 236,484 $ 7.12 Granted 3,365,488 0.70 Forfeited (202,896) 2.16 Outstanding at September 30, 2018 3,399,076 $ 1.06 Exercisable at September 30, 2018 260,201 $ 4.66 |
SALES SERVICE REVENUE, NET AN_2
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Sales Service Revenue, Net and Accounts Receivable [Abstract] | |
Schedule of Net Revenues | Service revenue, net for the three and nine months ended September 30, 2018 and 2017 were as follows (prior-period amounts are not adjusted under the modified-retrospective method of adoption): For the Three Months Ended September 30, (dollars in thousands) Diagnostic Testing Biomarker Testing Total 2018 2017 2018 2017 2018 2017 Medicaid $ 15 $ 4 $ - $ - $ 15 $ 4 Medicare 288 165 - - 288 165 Self-pay 48 33 - - 48 33 Third party payers 289 114 - - 289 114 Contract diagnostics - - 168 - 168 - Revenues, net of contractual allowances $ 640 $ 316 $ 168 $ - $ 808 $ 316 For the Nine Months Ended September 30, (dollars in thousands) Diagnostic Testing Biomarker Testing Total 2018 2017 2018 2017 2018 2017 Medicaid $ 38 $ 24 $ - $ - $ 38 $ 24 Medicare 703 454 - - 703 454 Self-pay 94 87 - - 94 87 Third party payers 639 370 - - 639 370 Contract diagnostics - - 1,024 - 1,024 - Revenues, net of contractual allowances $ 1,474 $ 935 $ 1,024 $ - $ 2,498 $ 935 |
Schedule of Gross to Net Sales Adjustments | The following table presents our revenues initially recognized for each associated payor class during the three and nine months ended September 30, 2018 and 2017. For the Three Months Ended September 30, Contractual Allowances and Revenues, net of Contractual Gross Revenues adjustments Allowances and adjustments 2018 2017 2018 2017 2018 2017 Medicaid $ 30 $ 7 $ (15) $ (3) $ 15 $ 4 Medicare 293 128 (5) 37 288 165 Self-pay 48 37 - (4) 48 33 Third party payers 713 323 (424) (209) 289 114 Contract diagnostics 168 - - - 168 - 1,252 495 (444) (179) 808 316 Clinical research grants and other 15 11 - - 15 11 $ 1,267 $ 506 $ (444) $ (179) $ 823 $ 327 For the Nine Months Ended September 30, Contractual Allowances and Revenues, net of Contractual Gross Revenues adjustments Allowances and adjustments 2018 2017 2018 2017 2018 2017 Medicaid $ 71 $ 72 $ (33) $ (48) $ 38 $ 24 Medicare 722 422 (19) 32 703 454 Self-pay 94 115 - (28) 94 87 Third party payers 1,561 918 (922) (548) 639 370 Contract diagnostics 1,024 - - - 1,024 - 3,472 1,527 (974) (592) 2,498 935 Clinical research grants and other 80 11 - - 80 11 $ 3,552 $ 1,538 $ (974) $ (592) $ 2,578 $ 946 |
Schedule of Reported Revenues Net of Collection Allowance | The following table presents our reported revenues net of the collection allowance and adjustments for the three and nine months ended September 30, 2018 and 2017. For the Three Months Ended September 30, Revenues, net of (dollars in thousands) Contractual Allowances Allowances for doubtful and adjustments accounts Total 2018 2017 2018 2017 2018 2017 Medicaid $ 15 $ 4 $ (15) $ (1) $ - $ 3 Medicare 288 165 (43) (30) 245 135 Self-pay 48 33 - (6) 48 27 Third party payers 289 114 (115) (20) 174 94 Contract diagnostics 168 - - - 168 - 808 316 (173) (57) 635 259 Clinical research grants and other 15 11 - - 15 11 $ 823 $ 327 $ (173) $ (57) $ 650 $ 270 For the Nine Months Ended September 30, Revenues, net of (dollars in thousands) Contractual Allowances Allowances for doubtful and adjustments accounts Total 2018 2017 2018 2017 2018 2017 Medicaid $ 38 $ 24 $ (38) $ (5) $ - $ 19 Medicare 703 454 (105) (83) 598 371 Self-pay 94 87 - (16) 94 71 Third party payers 639 370 (256) (64) 383 306 Contract diagnostics 1,024 - - - 1,024 - 2,498 935 (399) (168) 2,099 767 Clinical research grants and other 80 11 - - 80 11 $ 2,578 $ 946 $ (399) $ (168) $ 2,179 $ 778 |
Schedule of Receivables | The following summarizes the mix of receivables: September 30, 2018 December 31, 2017 Medicaid $ 113 $ 37 Medicare 631 256 Self-pay 81 53 Third party payers 1,215 1,066 Contract diagnostic services 139 445 Other - - $ 2,179 $ 1,857 Less allowance for doubtful accounts (1,521) (1,127) Accounts receivable, net $ 658 $ 730 |
Schedule of Allowance for Doubtful Accounts | The following table presents the roll-forward of the allowance for doubtful accounts for the nine months ended September 30, 2018. Allowance for Doubtful (dollars in thousands) Accounts Balance, January 1, 2018 $ (1,127) Collection Allowance: Medicaid $ (38) Medicare (105) Third party payers (256) Service revenue, net (399) Bad debt expense $ 5 Total charges (394) Balance, September 30, 2018 $ (1,521) |
BUSINESS DESCRIPTION (Narrative
BUSINESS DESCRIPTION (Narrative) (Details) $ in Thousands | Jun. 29, 2017 | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) |
Business Acquisition [Line Items] | |||
Accumulated net income (loss) | $ (9,100) | ||
Working deficiency | (8,800) | ||
Net cash used in operating activities | $ (4,801) | $ (4,481) | |
Transgenomics | |||
Business Acquisition [Line Items] | |||
Merger transaction, effective date | Jun. 29, 2017 | ||
Merger transaction, agreement date | Oct. 12, 2016 | ||
Merger transaction, name of acquired entity | Precipio Diagnostics, LLC, a privately held Delaware limited liability company | ||
Merger transaction, pre-reverse stock split exchange ratio | 10.2502 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of goodwill | $ 1,275 | $ 1,015 | $ 1,569 | $ 1,015 | |
Depreciation expense | 100 | 100 | 100 | 100 | |
Amortization expense for intangible assets | 300 | $ 300 | 900 | $ 300 | |
Amortization expense, remainder of 2018 | 1,200 | 1,200 | |||
Amortization expense, 2019 | 1,000 | 1,000 | |||
Amortization expense, 2020 | 1,000 | 1,000 | |||
Amortization expense, 2021 | 900 | 900 | |||
Amortization expense, 2022 | 900 | 900 | |||
Deferred revenue | $ 94 | $ 94 | $ 66 | ||
Securities not included in the computation of diluted net loss per share | 19,411,045 | 5,919,819 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Outstanding Securities not Included in the Computation of Diluted Net Loss) (Details) - shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities not included in the computation of diluted net loss per share | 19,411,045 | 5,919,819 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities not included in the computation of diluted net loss per share | 3,399,076 | 236,887 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities not included in the computation of diluted net loss per share | 9,261,896 | 4,224,824 |
Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities not included in the computation of diluted net loss per share | 156,667 | 1,456,400 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities not included in the computation of diluted net loss per share | 6,593,406 | 1,708 |
REVERSE MERGER (Pro-forma Discl
REVERSE MERGER (Pro-forma Disclosures) (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($)$ / shares | |
REVERSE MERGER [Abstract] | |
Net sales | $ 1,742 |
Net loss available to common stockholders | $ (22,980) |
Loss per common share (in dollars per share) | $ / shares | $ (3.40) |
LONG-TERM DEBT AND CONVERTIBL_3
LONG-TERM DEBT AND CONVERTIBLE NOTES (Schedule of Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total debt | $ 1,689 | $ 3,416 |
Current portion of long-term debt | (653) | (587) |
Long-term debt, net of current maturities | 1,036 | 2,829 |
Department of Economic and Community Development (DECD) | ||
Debt Instrument [Line Items] | ||
Debt issuance cost | (29) | |
Total debt | 280 | |
Financed Insurance Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 306 | 183 |
Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 1,786 | |
Current portion of long-term debt | (256) | |
Long-term debt, net of current maturities | 1,530 | |
Convertible Debt [Member] | Convertible Bridge Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 3,297 | |
Debt issuance cost | (3,093) | |
Convertible Debt [Member] | Convertible Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 1,823 | |
Debt issuance cost | (241) | |
Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 1,058 | $ 3,233 |
Settlement Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 74 |
LONG-TERM DEBT AND CONVERTIBL_4
LONG-TERM DEBT AND CONVERTIBLE NOTES (Department of Economic and Community Development) (Details) - USD ($) | Jan. 08, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||||
Proceeds from long-term debt | $ 300,000 | $ 315,000 | ||||
Total debt | $ 1,689,000 | 1,689,000 | $ 3,416,000 | |||
Clinical research grants | 13,000 | $ 9,000 | 75,000 | $ 9,000 | ||
Department of Economic and Community Development (DECD) | ||||||
Debt Instrument [Line Items] | ||||||
Gross proceeds from grant received and loan | $ 400,000 | |||||
Proceeds from grant | 100,000 | |||||
Total debt | 280,000 | 280,000 | ||||
Deferred revenue | 25,000 | 25,000 | ||||
Clinical research grants | 75,000 | |||||
Term Loan [Member] | Department of Economic and Community Development (DECD) | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from long-term debt | 300,000 | |||||
Debt issuance costs, net | $ 31,000 | 29,000 | 29,000 | |||
Amortization of debt issuance cost | $ 1,000 | $ 2,000 |
LONG-TERM DEBT AND CONVERTIBL_5
LONG-TERM DEBT AND CONVERTIBLE NOTES (Secured Debt Obligations) (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 17, 2018 | Feb. 28, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||||
Total debt | $ 1,689 | $ 3,416 | |||
Class of warrant, number of securities called by warrants | 9,261,896 | ||||
Original debt amount | $ 456 | ||||
Long-term debt exchanged for convertible notes | 2,108 | ||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | $ 487 | ||||
Creditor Warrants Relating to Secured Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Class of warrant, number of securities called by warrants | 108,112 | 108,112 | |||
Warrants, exercise price per share | $ 7.50 | ||||
Settlement Agreements [Member] | |||||
Debt Instrument [Line Items] | |||||
Total debt | $ 3,200 | ||||
Warrants and rights outstanding | 1,900 | ||||
Settlement Agreements [Member] | Creditor Warrants Relating to Secured Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Class of warrant, number of securities called by warrants | 108,112 | ||||
Warrants, exercise price per share | $ 7.50 | ||||
Secured Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Total debt | $ 1,058 | 3,233 | |||
Original debt amount | $ 2,100 | ||||
Debt Restructured | 6,300 | ||||
Secured Debt [Member] | Settlement Agreements [Member] | |||||
Debt Instrument [Line Items] | |||||
Total debt | 3,200 | ||||
Accrued interest | 600 | ||||
Debt instrument, term | 48 months | ||||
Date of first required payment | Jul. 1, 2018 | ||||
Extinguishment of debt, amount | $ 1,900 | ||||
New shares issued (in shares) | 1,814,754 | ||||
Share Price | $ 1.04 | ||||
Secured Debt [Member] | Exchange Agreements [Member] | |||||
Debt Instrument [Line Items] | |||||
Original debt amount | 2,100 | ||||
Long-term debt exchanged for convertible notes | 1,800 | ||||
Gain (loss) on extinguishment of debt | $ 300 |
LONG-TERM DEBT AND CONVERTIBL_6
LONG-TERM DEBT AND CONVERTIBLE NOTES (Financed Insurance Loan ) (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2018 | Jul. 31, 2018 | Dec. 31, 2017 | Jul. 31, 2017 | |
Debt Instrument [Line Items] | ||||
Total debt | $ 1,689,000 | $ 3,416,000 | ||
Financed Insurance Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 400,000 | $ 400,000 | ||
Interest rate (as a percent) | 4.89% | 4.99% | ||
Debt instrument, maturity date | Jun. 1, 2019 | |||
Total debt | $ 306,000 | $ 183,000 |
LONG-TERM DEBT AND CONVERTIBL_7
LONG-TERM DEBT AND CONVERTIBLE NOTES (Settlement Agreement) (Details) - USD ($) | Sep. 30, 2018 | Sep. 21, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Total debt | $ 1,689,000 | $ 3,416,000 | |
Settlement Agreements [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 3,200,000 | ||
Settlement Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 74,000 | ||
Settlement Agreement [Member] | Settlement Agreements [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 100,000 | ||
Interest rate (as a percent) | 10.00% | ||
Total debt | $ 100,000 | $ 100,000 | |
Debt instrument, term | 2 years | ||
Frequency of periodic payment | monthly | ||
Date of first required payment | Nov. 1, 2018 | ||
Maturity date | Nov. 1, 2020 |
LONG-TERM DEBT AND CONVERTIBL_8
LONG-TERM DEBT AND CONVERTIBLE NOTES (Convertible Notes) (Details) | Sep. 17, 2018USD ($)item$ / shares | Apr. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2018USD ($)item$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | Sep. 20, 2018$ / shares | Sep. 19, 2018$ / shares | Aug. 31, 2018USD ($)$ / shares | Jul. 31, 2018USD ($) | Jun. 30, 2018USD ($) | Apr. 20, 2018USD ($) | Dec. 31, 2017USD ($)$ / shares | Aug. 31, 2017$ / shares |
Debt Instrument [Line Items] | |||||||||||||
Total debt | $ 1,689,000 | $ 1,689,000 | $ 3,416,000 | ||||||||||
Proceeds from convertible notes | 3,000,000 | $ 1,365,000 | |||||||||||
Warrant revaluation and modification | (617,000) | $ 3,000 | |||||||||||
Payments of financial advisor fees | $ 116,000 | ||||||||||||
Derivative liability from debt discount | $ 100,000 | $ 100,000 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 9,261,896 | 9,261,896 | |||||||||||
Original debt amount | $ 456,000 | ||||||||||||
Long-term debt exchanged for convertible notes | 2,108,000 | ||||||||||||
Derivative asset (liability) | $ (337,000) | (337,000) | $ (143,000) | $ 0 | |||||||||
Convertible Bridge Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Number of additional drawdowns completed | item | 3 | ||||||||||||
Proceeds from convertible notes | $ 600,000 | ||||||||||||
Net debt issuance costs and debt discounts | 3,100,000 | 3,100,000 | |||||||||||
Quarter 3 2018 Bridge Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from convertible notes | 600,000 | ||||||||||||
Derivative liability from debt discount | $ 100,000 | $ 100,000 | |||||||||||
Note Agreement 2018 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face amount | $ 3,296,703 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.30 | ||||||||||||
Convertible Promissory Note Warrants [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.40 | $ 3 | |||||||||||
Convertible Promissory Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face amount | $ 300,000 | ||||||||||||
Conversion price per share | $ / shares | $ 1 | ||||||||||||
Conversion ratio | 1.65 | ||||||||||||
Debt instrument, convertible, threshold trading days | item | 5 | ||||||||||||
Percentage of principal outstanding | 20.00% | ||||||||||||
Debt instrument, term | 18 months | ||||||||||||
Long-term debt exchanged for convertible notes | $ 1,800,000 | ||||||||||||
Convertible Promissory Notes [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face amount | 500,000 | ||||||||||||
April 2018 Warrants [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion price per share | $ / shares | $ 0.75 | $ 0.75 | $ 0.75 | $ 0.50 | $ 0.75 | ||||||||
Conversion ratio | 1.5 | ||||||||||||
Proceeds from convertible notes | $ 1,100,000 | ||||||||||||
Stock rights issued (in shares) | shares | 3,648,352 | 2,945,055 | |||||||||||
Warrants, fair value | $ 1,100,000 | $ 700,000 | $ 700,000 | ||||||||||
Warrant revaluation and modification | $ 100,000 | ||||||||||||
Advisor fees as a percentage of proceeds | 7.00% | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.75 | $ 0.50 | $ 0.50 | ||||||||||
April 2018 Warrants, First Half [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Class of warrant or right, term | 5 years | 5 years | |||||||||||
April 2018 Warrants, First Half [Member] | Note Agreement 2018 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Class of warrant or right, term | 1 year | ||||||||||||
April 2018 Warrants, Second Half [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Class of warrant or right, term | 1 year | 1 year | |||||||||||
April 2018 Warrants, Second Half [Member] | Note Agreement 2018 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Class of warrant or right, term | 5 years | ||||||||||||
Advisor Warrants [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Class of warrant or right, term | 4 years | ||||||||||||
Conversion price per share | $ / shares | $ 0.75 | ||||||||||||
Stock rights issued (in shares) | shares | 232,000 | ||||||||||||
Warrants, fair value | $ 100,000 | ||||||||||||
Advisor Warrants [Member] | Note Agreement 2018 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stock rights issued (in shares) | shares | 232,000 | ||||||||||||
Warrants, fair value | $ 100,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.75 | ||||||||||||
Quarter 3 2018 Warrants [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stock rights issued (in shares) | shares | 2,945,055 | ||||||||||||
Quarter 3 2018 Warrants [Member] | Quarter 3 2018 Bridge Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from convertible notes | $ 700,000 | ||||||||||||
Convertible Debt [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total debt | $ 1,786,000 | $ 1,786,000 | |||||||||||
Convertible Debt [Member] | Convertible Bridge Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate (as a percent) | 8.00% | 8.00% | |||||||||||
Discount percentage | 9.00% | ||||||||||||
Conversion price per share | $ / shares | $ 0.50 | $ 0.50 | |||||||||||
Convertible debt, threshold consecutive trading days | item | 10 | ||||||||||||
Conversion threshold percentage of stock price trigger | 80.00% | ||||||||||||
Total debt | $ 1,500,000 | $ 1,500,000 | |||||||||||
Proceeds from convertible notes | 1,300,000 | ||||||||||||
Early repayment trigger, amount of gross proceeds | $ 7,000,000 | ||||||||||||
Percentage per month charged as damages if registration statement not filed by deadline | 1.00% | ||||||||||||
Debt discount | $ 164,000 | 164,000 | |||||||||||
Debt issuance costs, net | 164,000 | 164,000 | |||||||||||
Beneficial conversion feature | 1,100,000 | ||||||||||||
Net debt issuance costs and debt discounts | 2,700,000 | 2,700,000 | |||||||||||
Debt discount and debt issuance costs as a reduction of the related debt | 1,800,000 | 1,800,000 | |||||||||||
Loss on issuance of convertible notes | 900,000 | ||||||||||||
Amortization od debt discount | $ 59,000 | $ 68,000 | |||||||||||
Convertible Debt [Member] | Convertible Bridge Loan [Member] | Debt Instrument, Redemption, Period One [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, redemption price, percentage | 105.00% | ||||||||||||
Convertible Debt [Member] | Convertible Bridge Loan [Member] | Debt Instrument, Redemption, Period Two [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, redemption price, percentage | 110.00% | ||||||||||||
Convertible Debt [Member] | Convertible Bridge Loan [Member] | Debt Instrument, Redemption, Period Three [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, redemption price, percentage | 115.00% | ||||||||||||
Convertible Debt [Member] | Convertible Bridge Loan [Member] | Minimum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion price per share | $ / shares | $ 0.30 | $ 0.30 | |||||||||||
Convertible Debt [Member] | Convertible Bridge Loan [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, term | 1 year | ||||||||||||
Convertible Debt [Member] | April 2018 Bridge Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total debt | $ 1,824,176 | $ 1,824,176 | |||||||||||
Proceeds from convertible notes | 1,660,000 | ||||||||||||
Convertible Debt [Member] | July 2018 Bridge Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face amount | $ 348,104 | ||||||||||||
Total debt | $ 382,526 | ||||||||||||
Convertible Debt [Member] | August 2018 Bridge Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face amount | $ 495,955 | ||||||||||||
Total debt | $ 545,005 | ||||||||||||
Convertible Debt [Member] | September 2018 Bridge Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face amount | 495,941 | 495,941 | |||||||||||
Total debt | 544,990 | 544,990 | |||||||||||
Convertible Debt [Member] | Quarter 3 2018 Bridge Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt discount | 133,000 | 133,000 | |||||||||||
Beneficial conversion feature | 500,000 | ||||||||||||
Net debt issuance costs and debt discounts | 1,400,000 | 1,400,000 | |||||||||||
Debt discount and debt issuance costs as a reduction of the related debt | 1,300,000 | 1,300,000 | |||||||||||
Loss on issuance of convertible notes | 100,000 | ||||||||||||
Convertible Debt [Member] | Quarter 3 2018 Warrants [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Warrants, fair value | $ 700,000 | $ 700,000 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 2,945,055 | 2,945,055 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.50 | $ 0.50 | $ 0.75 | ||||||||||
Secured Debt [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total debt | $ 1,058,000 | $ 1,058,000 | 3,233,000 | ||||||||||
Original debt amount | $ 2,100,000 | ||||||||||||
Bridge Notes Redemption Feature [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Derivative asset (liability) | (116,000) | (116,000) | $ (143,000) | 0 | |||||||||
Conversion Option [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Derivative asset (liability) | $ (221,000) | $ (221,000) | $ 0 |
OTHER CURRENT LIABILITIES (Narr
OTHER CURRENT LIABILITIES (Narrative) (Details) - USD ($) $ in Thousands | Mar. 12, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Feb. 12, 2018 | Dec. 31, 2017 |
Liability For Settlement Of Common Stock Warrant Liability | $ 1,693 | $ 1,693 | $ 841 | ||||
Gain in warrant revaluation | 200 | ||||||
Gain (loss) on settlement of equity instruments | 66 | $ 647 | 213 | $ 647 | |||
Liability related to equity purchase agreement | 460 | 460 | |||||
Crede [Member] | |||||||
Liability For Settlement Common Shares Issued | 1,814,754 | ||||||
Liability For Settlement Fair Value Of Common Shares Issued | $ 1,900 | ||||||
Loss Contingency, Damages Sought, Value | 2,200 | ||||||
Settlement liability | 1,500 | 1,500 | 1,100 | ||||
Warrants, fair value | $ 400 | ||||||
Liability For Settlement Of Common Stock Warrant Liability | $ 600 | ||||||
Gain (loss) on settlement of equity instruments | $ (400) | ||||||
Settled Litigation [Member] | Crede [Member] | |||||||
Litigation Settlement, Amount Awarded to Other Party | $ 1,925 | ||||||
Liability For Settlement Payment Period | 16 months | ||||||
Damages paid | $ 500 | ||||||
Settlement payable | $ 400 | $ 400 | |||||
Maturity date | May 1, 2019 | ||||||
2016 Warrant Liability [Member] | |||||||
(Decrease) in warrant liability | $ (400) |
OTHER CURRENT LIABILITIES (Othe
OTHER CURRENT LIABILITIES (Other Current Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
OTHER CURRENT LIABILITIES [Abstract] | ||
Obligation to issue common shares | $ 1,897 | |
Liability related to equity purchase agreement | $ 460 | |
Liability for settlement of equity instrument | 1,450 | 1,085 |
Total other current liabilities | $ 1,910 | $ 2,982 |
CONTINGENCIES (Narrative) (Deta
CONTINGENCIES (Narrative) (Details) - USD ($) | Mar. 21, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Jun. 30, 2016 |
Mount Sinai | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, damages sought | $ 700,000 | ||||
Loss contingency accrual | $ 500,000 | $ 0 | $ 700,000 | ||
Litigation Settlement, Installment Payment Amount | 9,472 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||
Secured Debt | $ 500,000 | 500,000 | |||
Debt Instrument, Periodic Payment | $ 9,472 | ||||
Class of Warrant or Right, Outstanding | 24,900 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.50 | ||||
Class of Warrant or Right, Term | 5 years | ||||
XIFIN, Inc. | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, damages sought | $ 270,000 | ||||
Loss contingency accrual | 200,000 | 100,000 | |||
CPA Global | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, damages sought | 200,000 | ||||
Loss contingency accrual | 100,000 | 100,000 | |||
Bio-Rad Laboratories [Member] | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency accrual | $ 100,000 | $ 100,000 | |||
Litigation settlement in favor of other party, amount | $ 39,000 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
INCOME TAXES [Abstract] | |||||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 | |
Income tax, interest and penalities | $ 0 | $ 0 |
STOCKHOLDERS' EQUITY (Common St
STOCKHOLDERS' EQUITY (Common Stock) (Details) $ / shares in Units, security in Millions | Sep. 14, 2018shares | Sep. 07, 2018USD ($)$ / sharesshares | Feb. 09, 2018USD ($)$ / sharesshares | Jul. 31, 2017shares | Jun. 30, 2018security$ / shares | Mar. 31, 2018$ / shares | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | Sep. 06, 2018shares | Dec. 31, 2017shares |
Class of Stock [Line Items] | ||||||||||
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 | ||||||||
Common stock, shares outstanding (in shares) | 23,755,872 | 23,155,872 | 10,196,620 | |||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | $ | $ 487,000 | |||||||||
Number of shares to be issued due to repricing | security | 3 | |||||||||
Liability recorded related to equity purchase agreement repricing | $ | $ 460,000 | |||||||||
Debt converted | $ | 2,108,000 | |||||||||
Proceeds from exercise of warrants | $ | 1,271,000 | $ 25,000 | ||||||||
Leviston Resources LLC [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance costs | $ | $ 132,000 | |||||||||
Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares converted from debt instrument (in shares) | 3,787,300 | |||||||||
Warrant exercises in period | 3,787,300 | |||||||||
Proceeds from exercise of warrants | $ | $ 1,300,000 | |||||||||
Common Stock [Member] | Bridge Loan | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares converted from debt instrument (in shares) | 359,999 | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock issued on conversion of preferred shares | 3,120,000 | |||||||||
Series C Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock issued on conversion of preferred shares | 3,345,334 | |||||||||
Number of shares converted (in shares) | 2,548 | |||||||||
Stock Not Issued, Shares | 60,000 | |||||||||
Leviston Resources LLC [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
New shares issued (in shares) | 721,153 | |||||||||
Proceeds from sale of stock | $ | $ 750,000 | |||||||||
Issuance of common stock for consulting services in connection with the merger (in shares) | 170,711 | |||||||||
Equity Purchase Agreement | $ | $ 8,000,000 | |||||||||
Equity Purchase Agreement, Commitment Fee Percentage | 5.25% | |||||||||
Equity Purchase Agreement, Commitment Fee Installment Percentage | 1.75% | |||||||||
Share price (in dollars per share) | $ / shares | $ 1.04 | |||||||||
Stock Issued During Period, Shares, Issued for Services | 170,711 | |||||||||
Stock Issued During Period, Value, Issued for Services | $ | $ 140,000 | |||||||||
Lincoln Park [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
New shares issued (in shares) | 7,000,000 | 600,000 | ||||||||
Value of shares issued | $ | $ 10,000,000 | |||||||||
Shares sold in offering (in shares) | 0 | |||||||||
Maximum percentage of shares issued | 19.99% | |||||||||
Maximum number of shares issued | 4,628,859 | |||||||||
Share price (in dollars per share) | $ / shares | $ 0.47 | |||||||||
Beneficial Ownership Cap | 4.99% | |||||||||
Minimum [Member] | Lincoln Park [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share price (in dollars per share) | $ / shares | $ 0.10 | |||||||||
Maximum [Member] | Lincoln Park [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Value of shares issued | $ | $ 1,000,000 | |||||||||
Shares sold in offering (in shares) | 450,000 | |||||||||
Shares sold in offering based on market price | 550,000 | |||||||||
Purchase Agreement 2018 [Member] | Investor Shares [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share price trigger | $ / shares | $ 0.30 | $ 0.82 | ||||||||
Number of shares converted from debt instrument (in shares) | 900,000 | |||||||||
Purchase Agreement 2018 [Member] | Minimum [Member] | Investor Shares [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share price (in dollars per share) | $ / shares | $ 1.04 |
STOCKHOLDERS' EQUITY (Preferred
STOCKHOLDERS' EQUITY (Preferred Stock) (Details) - shares | Sep. 30, 2018 | Dec. 31, 2017 |
STOCKHOLDERS' EQUITY [Abstract] | ||
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
STOCKHOLDERS' EQUITY (Series B
STOCKHOLDERS' EQUITY (Series B Preferred Stock) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
Aug. 31, 2017 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Apr. 30, 2018 | Mar. 21, 2018 | Feb. 28, 2018 | Dec. 31, 2017 | Nov. 30, 2017 | Oct. 31, 2017 | Aug. 28, 2017 | Aug. 25, 2017 | |
Class of Stock [Line Items] | |||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Proceeds from Issuance of preferred stock | $ 5,380,000 | ||||||||||||
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 | 15,000,000 | ||||||||||
Preferred stock, shares outstanding (in shares) | 47 | 47 | 4,935 | ||||||||||
Preferred stock, shares issued (in shares) | 47 | 47 | 4,935 | ||||||||||
Offering Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock rights issued (in shares) | 2,680,000 | ||||||||||||
Exercise price (in dollars per share) | $ 3 | $ 0.75 | $ 0.75 | $ 0.30 | $ 1.04 | $ 1.40 | |||||||
Proceeds from issuance of warrants | $ 24,000 | $ 795,000 | |||||||||||
Preferred Class B [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||||||||||
Shares callable by warrant (in shares) | 400 | ||||||||||||
Conversion price (in dollars per share) | $ 2.50 | $ 1.40 | $ 2.50 | ||||||||||
Number of shares converted (in shares) | 2,340 | ||||||||||||
Common stock issued on conversion of preferred shares | 3,120,000 | ||||||||||||
Preferred stock, shares authorized (in shares) | 6,900 | 6,900 | 6,900 | ||||||||||
Preferred stock, shares outstanding (in shares) | 47 | 47 | |||||||||||
Preferred stock, shares issued (in shares) | 47 | 47 | |||||||||||
Preferred stock, liquidation preference per share | $ 1,000 | ||||||||||||
Preferred Class B [Member] | Aegis [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, par value (in dollars per share) | 0.01 | ||||||||||||
Share price (in dollars per share) | $ 1,000 | ||||||||||||
Stock rights issued (in shares) | 280,000 | ||||||||||||
Warrant unit value (per unit) | $ 2,800 | ||||||||||||
Public Stock Offering [Member] | Preferred Class B [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares sold in offering (in shares) | 6,000 | ||||||||||||
Purchase Agreement 2018 [Member] | Preferred Class B [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion price (in dollars per share) | $ 1.04 | $ 1.04 | $ 1.40 | ||||||||||
Beneficial conversion feature | $ 1,400,000 | ||||||||||||
Inducement Agreement 2018 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||||||||||||
Beneficial conversion feature | $ 216,000 | ||||||||||||
Inducement Agreement 2018 [Member] | Preferred Class B [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion price (in dollars per share) | $ 0.30 | $ 0.75 | $ 0.30 | $ 1.04 | |||||||||
Beneficial conversion feature | $ 40,000 |
STOCKHOLDERS' EQUITY (Series C
STOCKHOLDERS' EQUITY (Series C Preferred Stock) (Details) - USD ($) | Nov. 02, 2017 | Aug. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Apr. 30, 2018 | Feb. 28, 2018 | Dec. 31, 2017 | Nov. 30, 2017 | Nov. 06, 2017 |
Class of Stock [Line Items] | ||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Proceeds from Issuance of preferred stock | $ 5,380,000 | |||||||||
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 | 15,000,000 | |||||||
Preferred stock, shares outstanding (in shares) | 47 | 47 | 4,935 | |||||||
Preferred stock, shares issued (in shares) | 47 | 47 | 4,935 | |||||||
Offering Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock rights issued (in shares) | 2,680,000 | |||||||||
Exercise price (in dollars per share) | $ 3 | $ 0.75 | $ 0.75 | $ 0.30 | $ 1.04 | $ 1.40 | ||||
Proceeds from issuance of warrants | $ 24,000 | $ 795,000 | ||||||||
Series C Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||||||||
Warrants outstanding (in shares) | 1,962,857 | |||||||||
Exercise price (in dollars per share) | $ 1.63 | |||||||||
Warrant unit value (per unit) | $ 1,000 | |||||||||
Number of shares converted (in shares) | 2,548 | |||||||||
Preferred stock, shares authorized (in shares) | 2,748 | 2,748 | 2,748 | |||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | ||||||||
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | |||||||||
Common stock issued on conversion of preferred shares | 3,345,334 | |||||||||
Placement Agreement [Member] | Series C Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares sold in offering (in shares) | 2,748 | |||||||||
Conversion price (in dollars per share) | $ 1.40 | |||||||||
Purchase Agreement 2018 [Member] | Series C Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion price (in dollars per share) | $ 1.04 | $ 1.04 | ||||||||
Beneficial conversion feature | $ 800,000 |
STOCKHOLDERS' EQUITY (Preferr_2
STOCKHOLDERS' EQUITY (Preferred Stock Induced Conversions) (Details) - USD ($) | Mar. 21, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Long-term debt exchanged for convertible notes | $ 2,108,000 | |||
Warrants exercised | 300,000 | |||
Issuance of warrants in conjunction with issuance of side agreement | $ 487,000 | |||
Preferred stock, shares outstanding (in shares) | 47 | 4,935 | ||
Preferred stock, shares issued (in shares) | 47 | 4,935 | ||
Inducement Agreement 2018 [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||
Inducement Agreement 2018 [Member] | Warrants After Conversion Price Reduction [Member] | ||||
Class of Stock [Line Items] | ||||
Warrants, fair value | $ 100,000 | |||
Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Shares not converted | 47 | |||
Preferred Stock [Member] | Inducement Agreement 2018 [Member] | ||||
Class of Stock [Line Items] | ||||
Conversion price (in dollars per share) | $ 0.75 | $ 1.04 | ||
Shares converted, value | $ 1,100,000 | |||
Warrants, fair value | $ 1,200,000 | |||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Number of shares converted from debt instrument (in shares) | 3,787,300 | |||
Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Exercise price (in dollars per share) | $ 0.75 | |||
Warrants issued during period, maximum allowed percentage of common stock | 4.99% | |||
Convertible Preferred Stock | Preferred Stock Induced Conversions First Investor [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrant or right, warrants or rights exercised | 666,666 | |||
Convertible Preferred Stock | Preferred Stock Induced Conversions Second Investor [Member] | ||||
Class of Stock [Line Items] | ||||
Issuance of warrants in conjunction with issuance of side agreement | $ 500,000 |
STOCKHOLDERS' EQUITY (Common _2
STOCKHOLDERS' EQUITY (Common Stock Warrants) (Details) | 9 Months Ended |
Sep. 30, 2018shares | |
STOCKHOLDERS' EQUITY [Abstract] | |
Warrants expired in period | 23,055 |
STOCKHOLDERS' EQUITY (Offering
STOCKHOLDERS' EQUITY (Offering Warrants) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Feb. 28, 2018 | Aug. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2018 | Apr. 30, 2018 | Nov. 30, 2017 | |
Class of Stock [Line Items] | ||||||
Warrants exercised | 300,000 | |||||
Offering Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock rights issued (in shares) | 2,680,000 | |||||
Exercise price (in dollars per share) | $ 1.04 | $ 3 | $ 0.75 | $ 0.75 | $ 0.30 | $ 1.40 |
Deemed dividend | $ 62,000 | $ 63,000 | ||||
Warrants exercised | 79,000 | 2,200,000 | ||||
Proceeds from issuance of warrants | $ 24,000 | $ 795,000 | ||||
Intrinsic value of warrants exercised in period | $ 14,000 | $ 420,000 |
STOCKHOLDERS' EQUITY (Note Conv
STOCKHOLDERS' EQUITY (Note Conversion Warrants) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2018 | Jul. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Aug. 31, 2017 | |
Class of Stock [Line Items] | ||||||
Loss on extinguishment of debt and induced conversion of convertible bridge notes | $ 112,000 | $ 1,040,000 | ||||
Series A Conversion Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Exercise price (in dollars per share) | $ 10 | $ 10 | ||||
Class of warrant or right, term | 5 years | |||||
Note Agreement 2018 [Member] | ||||||
Class of Stock [Line Items] | ||||||
Exercise price (in dollars per share) | $ 0.30 | |||||
Deemed dividend | $ 10,000 | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Conversion of debt into stock (in shares) | 3,787,300 | |||||
Common Stock [Member] | Series A Conversion Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Conversion of debt into stock (in shares) | 856,446 | |||||
Bridge Loan | Inducement Agreement 2018 [Member] | ||||||
Class of Stock [Line Items] | ||||||
Deemed dividend | $ 5,000 | |||||
Bridge Loan | Purchase Agreement 2018 [Member] | ||||||
Class of Stock [Line Items] | ||||||
Deemed dividend | $ 8,000 | |||||
Bridge Loan | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Conversion of debt into stock (in shares) | 359,999 | |||||
Exercise price (in dollars per share) | $ 1.40 | $ 3 | ||||
Bridge Loan | Common Stock [Member] | Inducement Agreement 2018 [Member] | ||||||
Class of Stock [Line Items] | ||||||
Exercise price (in dollars per share) | 0.75 | $ 0.75 | ||||
Bridge Loan | Common Stock [Member] | Purchase Agreement 2018 [Member] | ||||||
Class of Stock [Line Items] | ||||||
Exercise price (in dollars per share) | $ 1.04 | $ 1.04 |
STOCKHOLDERS' EQUITY (Convertib
STOCKHOLDERS' EQUITY (Convertible Promissory Note Warrants) (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Apr. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Aug. 31, 2017 | |
Convertible Promissory Note Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Exercise price (in dollars per share) | $ 1.40 | $ 3 | ||
Inducement Agreement 2018 [Member] | Convertible Promissory Note Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Exercise price (in dollars per share) | $ 0.75 | |||
Purchase Agreement 2018 [Member] | Convertible Promissory Note Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Exercise price (in dollars per share) | $ 1.04 | |||
Note Agreement 2018 [Member] | ||||
Class of Stock [Line Items] | ||||
Exercise price (in dollars per share) | $ 0.30 | |||
Deemed dividend | $ 10,000 | |||
Maximum [Member] | Inducement Agreement 2018 [Member] | Convertible Promissory Note Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Deemed dividend | $ 1,000 | |||
Maximum [Member] | Purchase Agreement 2018 [Member] | Convertible Promissory Note Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Deemed dividend | $ 1,000 |
STOCKHOLDERS' EQUITY (Series _2
STOCKHOLDERS' EQUITY (Series C Warrants) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2018 | Feb. 28, 2018 | Nov. 30, 2017 | |
Class of Stock [Line Items] | |||||
Underlying shares (in shares) | 9,261,896 | 9,261,896 | |||
Warrants exercised | 300,000 | ||||
Series C Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Underlying shares (in shares) | 1,962,857 | ||||
Exercise price (in dollars per share) | $ 1.63 | ||||
Purchase Agreement 2018 [Member] | Series C Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Exercise price (in dollars per share) | $ 0.75 | $ 0.75 | $ 1.04 | ||
Deemed dividend | $ 58,000 | ||||
Note Agreement 2018 [Member] | |||||
Class of Stock [Line Items] | |||||
Exercise price (in dollars per share) | $ 0.30 | ||||
Deemed dividend | $ 10,000 | ||||
Note Agreement 2018 [Member] | Series C Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Exercise price (in dollars per share) | $ 0.30 | ||||
Deemed dividend | $ 45,000 | ||||
Warrants exercised | 517,300 | 1,587,300 | |||
Proceeds from issuance of warrants | $ 155,000 | $ 476,000 | |||
Intrinsic value of warrants exercised in period | $ 92,000 | $ 294,000 |
STOCKHOLDERS' EQUITY (Remaining
STOCKHOLDERS' EQUITY (Remaining Warrants) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2018 | Aug. 31, 2018 | Feb. 28, 2018 | Dec. 31, 2017 | |
Class of Stock [Line Items] | ||||||
Class of warrant, number of securities called by warrants | 9,261,896 | 9,261,896 | ||||
Loss on extinguishment of debt and induced conversion of convertible bridge notes | $ 112 | $ 1,040 | ||||
Creditor Warrants Relating to Secured Debt [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrant, number of securities called by warrants | 108,112 | 108,112 | ||||
Warrants, exercise price per share | $ 7.50 | |||||
April 2018 Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock rights issued (in shares) | 3,648,352 | 2,945,055 | ||||
Warrants, exercise price per share | $ 0.75 | $ 0.50 | $ 0.50 | |||
Warrants, fair value | $ 1,100 | $ 700 | $ 700 | |||
April 2018 Warrants, First Half [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrant or right, term | 5 years | 5 years | ||||
April 2018 Warrants, Second Half [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrant or right, term | 1 year | 1 year | ||||
Advisor Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock rights issued (in shares) | 232,000 | |||||
Warrants, fair value | $ 100 | |||||
Class of warrant or right, term | 4 years | |||||
Quarter 3 2018 Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock rights issued (in shares) | 2,945,055 | |||||
Note Agreement 2018 [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants, exercise price per share | $ 0.30 | |||||
Note Agreement 2018 [Member] | April 2018 Warrants, First Half [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrant or right, term | 1 year | |||||
Note Agreement 2018 [Member] | April 2018 Warrants, Second Half [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrant or right, term | 5 years | |||||
Note Agreement 2018 [Member] | Advisor Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock rights issued (in shares) | 232,000 | |||||
Warrants, exercise price per share | $ 0.75 | |||||
Warrants, fair value | $ 100 | |||||
Convertible Debt [Member] | Quarter 3 2018 Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrant, number of securities called by warrants | 2,945,055 | 2,945,055 | ||||
Warrants, exercise price per share | $ 0.50 | $ 0.50 | $ 0.75 | |||
Warrants, fair value | $ 700 | $ 700 | ||||
Loss on extinguishment of debt and induced conversion of convertible bridge notes | $ 100 | |||||
Convertible Debt [Member] | Q3 2018 Warrants, First Half [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrant or right, term | 5 years | |||||
Convertible Debt [Member] | Q3 2018 Warrants, Second Half [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrant or right, term | 1 year |
STOCKHOLDERS' EQUITY (Schedule
STOCKHOLDERS' EQUITY (Schedule of Warrants) (Details) - $ / shares | Sep. 30, 2018 | Mar. 31, 2018 |
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 9,261,896 | |
Warrants Assumed in Merger, Expiring April 2020 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 12,487 | |
Exercise price (in dollars per share) | $ 120 | |
Warrants Assumed in Merger, Expiring February 2020 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 23,826 | |
Exercise price (in dollars per share) | $ 67.20 | |
Warrants Assumed in Merger, Expiring December 2020 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 4,081 | |
Exercise price (in dollars per share) | $ 49.80 | |
Warrants Assumed in Merger, Expiring January 2021, Group A [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 8,952 | |
Exercise price (in dollars per share) | $ 36.30 | |
Warrants outstanding (in shares) | 3,584 | |
Warrants Not Assumed in Merger, Expiring June 2022, Group A [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 45,600 | |
Exercise price (in dollars per share) | $ 2.75 | |
Warrants Not Assumed in Merger, Expiring June 2022, Group B [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 91,429 | |
Exercise price (in dollars per share) | $ 7 | |
Warrants Not Assumed in Merger, Expiring August 2022, Group A [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 480,000 | |
Exercise price (in dollars per share) | $ 0.30 | |
Warrants Not Assumed in Merger, Expiring August 2022, Group B [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 60,000 | |
Exercise price (in dollars per share) | $ 3.125 | |
Warrants Not Assumed in Merger, Expiring August 2022, Group C [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 856,446 | |
Exercise price (in dollars per share) | $ 10 | |
Warrants Not Assumed in Merger, Expiring August 2022, Group D [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 359,999 | |
Exercise price (in dollars per share) | $ 0.30 | |
Warrants Not Assumed in Merger, Expiring October 2022 Group A [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 10,000 | |
Exercise price (in dollars per share) | $ 0.30 | |
Warrants Not Assumed in Merger, Expiring May 2023 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 375,557 | |
Exercise price (in dollars per share) | $ 0.30 | |
Warrants Not Assumed in Merger, Expiring October 2022 Group B [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 108,112 | |
Exercise price (in dollars per share) | $ 7.50 | |
Warrants Not Assumed in Merger, Expiring April 2019 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 1,824,176 | |
Exercise price (in dollars per share) | $ 0.50 | |
Warrants Not Assumed in Merger, Expiring April 2023 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 1,824,176 | |
Exercise price (in dollars per share) | $ 0.50 | |
Warrants Not Assumed in Merger, Expiring October 2022 Group C [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 232,000 | |
Exercise price (in dollars per share) | $ 0.75 | |
Warrants Not Assumed in Merger Expiring July 2019 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 382,526 | |
Exercise price (in dollars per share) | $ 0.50 | |
Warrants Not Assumed in Merger Expiring July 2023 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 382,526 | |
Exercise price (in dollars per share) | $ 0.50 | |
Warrants Not Assumed in Merger Expiring August 2019 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 545,000 | |
Exercise price (in dollars per share) | $ 0.50 | |
Warrants Not Assumed in Merger Expiring August 2023 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 545,000 | |
Exercise price (in dollars per share) | $ 0.50 | |
Warrants Not Assumed in Merger Expiring September 2019 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 545,002 | |
Exercise price (in dollars per share) | $ 0.50 | |
Warrants Not Assumed in Merger Expiring September 2023 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 545,001 | |
Exercise price (in dollars per share) | $ 0.50 | |
2016 Warrant Liability [Member] | ||
Class of Stock [Line Items] | ||
Warrants outstanding (in shares) | 5,368 | 5,368 |
FAIR VALUE (Narratives) (Detail
FAIR VALUE (Narratives) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liabilities | $ 337 | $ 337 | ||||
Derivative liability from debt discount | 100 | 100 | ||||
Derivative asset (liability) | $ (337) | $ (337) | $ (143) | $ 0 | ||
2016 Warrant Liability [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Warrants outstanding (in shares) | 5,368 | 5,368 | 5,368 | |||
(Decrease) in warrant liability | $ (400) | |||||
Warrants canceled in settlement agreement | 20,216 | |||||
Debt settlement | $ 456 | |||||
Volatility (as a percent) | 188.00% | |||||
Expected term | 2 years 3 months | |||||
Risk-free interest rate (as a percent) | 2.81% | |||||
April 2018 Bridge Notes [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liabilities | $ 100 | |||||
Quarter 3 2018 Bridge Notes [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liabilities | $ 100 | $ 100 | ||||
Derivative liability from debt discount | $ 100 | 100 | ||||
April 2018 Warrants [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Stock rights issued (in shares) | 3,648,352 | 2,945,055 | ||||
Advisor Warrants [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Stock rights issued (in shares) | 232,000 | |||||
Quarter 3 2018 Warrants [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Stock rights issued (in shares) | 2,945,055 | |||||
Minimum [Member] | April 2018 Warrants [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Expected term | 6 months 18 days | |||||
Annual volatility | 96.00% | |||||
Risk-free interest rate (as a percent) | 2.36% | |||||
Maximum [Member] | April 2018 Warrants [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Expected term | 4 years 11 months 19 days | |||||
Annual volatility | 155.00% | |||||
Risk-free interest rate (as a percent) | 2.94% | |||||
Bridge Notes Redemption Feature [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative asset (liability) | $ (116) | (116) | $ (143) | 0 | ||
Conversion Option [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative asset (liability) | $ (221) | $ (221) | $ 0 |
FAIR VALUE (Schedule of Changes
FAIR VALUE (Schedule of Changes in Fair Value of Liability) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Warrant Liabilities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 1,006 | $ 841 |
Additions | 720 | 1,925 |
Total (gain) or loss: | ||
Revaluation recognized in earnings | (176) | (760) |
Modification recognized in earnings | 143 | 143 |
Deductions - warrant liability settlement | (456) | |
Balance at end of period | 1,693 | 1,693 |
2016 Warrant Liability [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 124 | 841 |
Total (gain) or loss: | ||
Revaluation recognized in earnings | (261) | |
Deductions - warrant liability settlement | (456) | |
Balance at end of period | 124 | 124 |
2018 Warrant Liabilities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 882 | |
Additions | 720 | 1,925 |
Total (gain) or loss: | ||
Revaluation recognized in earnings | (176) | (499) |
Modification recognized in earnings | 143 | 143 |
Balance at end of period | $ 1,569 | $ 1,569 |
FAIR VALUE (Schedule of Chang_2
FAIR VALUE (Schedule of Changes in Fair Value of Derivative Liabilities) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liability beginning balance | $ 143 | $ 0 |
Additions | 310 | 453 |
Total (gain) or loss: | ||
Revaluation recognized in earnings | (116) | (116) |
Derivative liability ending balance | 337 | 337 |
Derivative Liability | 337 | 337 |
Bridge Notes Redemption Feature [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liability beginning balance | 143 | 0 |
Additions | 69 | 212 |
Total (gain) or loss: | ||
Revaluation recognized in earnings | (96) | (96) |
Derivative liability ending balance | 116 | 116 |
Conversion Option [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liability beginning balance | 0 | |
Additions | 241 | 241 |
Total (gain) or loss: | ||
Revaluation recognized in earnings | (20) | (20) |
Derivative liability ending balance | $ 221 | $ 221 |
EQUITY INCENTIVE PLAN (Narrativ
EQUITY INCENTIVE PLAN (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation | $ 100,000 | $ 300,000 | |||
Unrecognized compensation expense related to unvested stock awards | $ 2,000,000 | $ 2,000,000 | |||
Unvested stock options, unrecognized compensation expense weighted average recognition period | 3 years | ||||
Granted (in shares) | 3,365,488 | ||||
Granted (in dollars per share) | $ 0.70 | ||||
Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options, expected to vest, outstanding (in shares) | 2,614,237 | 2,614,237 | |||
Stock options, expected to vest, outstanding, aggregate intrinsic value | $ 0 | $ 0 | |||
Stock options, expected to vest remaining contractual term | 9 years 3 months 18 days | ||||
Weighted average grant date fair value (in dollars per share) | $ 0.64 | ||||
Volatility rate | 135.00% | ||||
Term | 6 years | ||||
Equity Incentive Plan 2017 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of additional shares authorized | 5,389,500 | ||||
Number of shares authorized | 6,056,166 | ||||
Number of additional annual shares authorized | 500,000 | ||||
Maximum number of shares per employee | 1,000,000 | ||||
Award plan, percentage of outstanding stock maximum | 5.00% | ||||
Equity Incentive Plan 2017 [Member] | Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Plan expiration date | Jun. 5, 2027 | ||||
Shares available for issuance | 666,666 | ||||
Minimum [Member] | Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options, unvested options, vesting period | 1 year | ||||
Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation | $ 100,000 | $ 100,000 | |||
Maximum [Member] | Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options, unvested options, vesting period | 4 years |
EQUITY INCENTIVE PLAN (Summary
EQUITY INCENTIVE PLAN (Summary of Stock Option Activity) (Details) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Number of Options | |
Outstanding at beginning of period (in shares) | shares | 236,484 |
Granted (in shares) | shares | 3,365,488 |
Forfeited (in shares) | shares | (202,896) |
Outstanding at end of period (in shares) | shares | 3,399,076 |
Exercisable at end of period (in shares) | shares | 260,201 |
Weighted-Average Exercise Price | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 7.12 |
Granted (in dollars per share) | $ / shares | 0.70 |
Forfeited (in dollars per share) | $ / shares | 2.16 |
Outstanding at end of period (in dollars per share) | $ / shares | 1.06 |
Exercisable at end of period (in dollars per share) | $ / shares | $ 4.66 |
SALES SERVICE REVENUE, NET AN_3
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Sales Service Revenue, Net and Accounts Receivable [Abstract] | ||
Deferred revenue | $ 94 | $ 66 |
SALES SERVICE REVENUE, NET AN_4
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Net Revenues) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues, net of contractual allowances and adjustments | $ 808 | $ 316 | $ 2,498 | $ 935 |
Diagnostic Testing [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net of contractual allowances and adjustments | 640 | 316 | 1,474 | 935 |
Biomarker Testing and Clinical Project Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net of contractual allowances and adjustments | 168 | 1,024 | ||
Medicaid [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net of contractual allowances and adjustments | 15 | 4 | 38 | 24 |
Medicaid [Member] | Diagnostic Testing [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net of contractual allowances and adjustments | 15 | 4 | 38 | 24 |
Medicaid [Member] | Biomarker Testing and Clinical Project Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net of contractual allowances and adjustments | ||||
Medicare [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net of contractual allowances and adjustments | 288 | 165 | 703 | 454 |
Medicare [Member] | Diagnostic Testing [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net of contractual allowances and adjustments | 288 | 165 | 703 | 454 |
Medicare [Member] | Biomarker Testing and Clinical Project Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net of contractual allowances and adjustments | ||||
Self-Pay [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net of contractual allowances and adjustments | 48 | 33 | 94 | 87 |
Self-Pay [Member] | Diagnostic Testing [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net of contractual allowances and adjustments | 48 | 33 | 94 | 87 |
Self-Pay [Member] | Biomarker Testing and Clinical Project Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net of contractual allowances and adjustments | ||||
Third-Party Payor [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net of contractual allowances and adjustments | 289 | 114 | 639 | 370 |
Third-Party Payor [Member] | Diagnostic Testing [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net of contractual allowances and adjustments | 289 | $ 114 | 639 | 370 |
Third-Party Payor [Member] | Biomarker Testing and Clinical Project Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net of contractual allowances and adjustments | ||||
Contract Diagnostic Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net of contractual allowances and adjustments | 168 | 1,024 | ||
Contract Diagnostic Services [Member] | Biomarker Testing and Clinical Project Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net of contractual allowances and adjustments | $ 168 | $ 1,024 |
SALES SERVICE REVENUE, NET AN_5
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Gross to Net Sales Adjustments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Gross revenue | $ 1,252 | $ 495 | $ 3,472 | $ 1,527 |
Gross revenue including other | 1,267 | 506 | 3,552 | 1,538 |
Contractual allowance | (444) | (179) | (974) | (592) |
Service revenue, net | 808 | 316 | 2,498 | 935 |
Other, net | 2 | 2 | 5 | 2 |
Revenue, net of contractual allowances and adjustments | 823 | 327 | 2,578 | 946 |
Medicaid [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Gross revenue | 30 | 7 | 71 | 72 |
Contractual allowance | (15) | (3) | (33) | (48) |
Service revenue, net | 15 | 4 | 38 | 24 |
Revenue, net of contractual allowances and adjustments | 15 | 4 | 38 | 24 |
Medicare [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Gross revenue | 293 | 128 | 722 | 422 |
Contractual allowance | (5) | 37 | (19) | 32 |
Service revenue, net | 288 | 165 | 703 | 454 |
Revenue, net of contractual allowances and adjustments | 288 | 165 | 703 | 454 |
Self-Pay [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Gross revenue | 48 | 37 | 94 | 115 |
Contractual allowance | (4) | (28) | ||
Service revenue, net | 48 | 33 | 94 | 87 |
Revenue, net of contractual allowances and adjustments | 48 | 33 | 94 | 87 |
Third-Party Payor [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Gross revenue | 713 | 323 | 1,561 | 918 |
Contractual allowance | (424) | (209) | (922) | (548) |
Service revenue, net | 289 | 114 | 639 | 370 |
Revenue, net of contractual allowances and adjustments | 289 | 114 | 639 | 370 |
Contract Diagnostic Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Gross revenue | 168 | 1,024 | ||
Service revenue, net | 168 | 1,024 | ||
Revenue, net of contractual allowances and adjustments | 168 | 1,024 | ||
Clinical Research Grants and Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Other, gross | 15 | 11 | 80 | 11 |
Other, net | 15 | 11 | 80 | 11 |
Revenue, net of contractual allowances and adjustments | $ 15 | $ 11 | $ 80 | $ 11 |
SALES SERVICE REVENUE, NET AN_6
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Sales, Net of Collection Allowance) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | $ 823 | $ 327 | $ 2,578 | $ 946 |
Allowances for doubtful accounts | (173) | (57) | (399) | (168) |
Total | 650 | 270 | 2,179 | 778 |
Medicaid [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 15 | 4 | 38 | 24 |
Allowances for doubtful accounts | (15) | (1) | (38) | (5) |
Total | 3 | 19 | ||
Medicare [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 288 | 165 | 703 | 454 |
Allowances for doubtful accounts | (43) | (30) | (105) | (83) |
Total | 245 | 135 | 598 | 371 |
Self-Pay [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 48 | 33 | 94 | 87 |
Allowances for doubtful accounts | (6) | (16) | ||
Total | 48 | 27 | 94 | 71 |
Third-Party Payor [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 289 | 114 | 639 | 370 |
Allowances for doubtful accounts | (115) | (20) | (256) | (64) |
Total | 174 | 94 | 383 | 306 |
Contract Diagnostic Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 168 | 1,024 | ||
Total | 168 | 1,024 | ||
Services Revenue, Net [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 808 | 316 | 2,498 | 935 |
Allowances for doubtful accounts | (173) | (57) | (399) | (168) |
Total | 635 | 259 | 2,099 | 767 |
Clinical Research Grants and Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 15 | 11 | 80 | 11 |
Total | $ 15 | $ 11 | $ 80 | $ 11 |
SALES SERVICE REVENUE, NET AN_7
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Receivables) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Accounts receivable, gross | $ 2,179 | $ 1,857 |
Less allowance for doubtful accounts | (1,521) | (1,127) |
Accounts receivable, net | 658 | 730 |
Medicaid [Member] | ||
Accounts receivable, gross | 113 | 37 |
Medicare [Member] | ||
Accounts receivable, gross | 631 | 256 |
Self-Pay [Member] | ||
Accounts receivable, gross | 81 | 53 |
Third-Party Payor [Member] | ||
Accounts receivable, gross | 1,215 | 1,066 |
Contract Diagnostic Services [Member] | ||
Accounts receivable, gross | 139 | 445 |
Clinical Research Grants and Other [Member] | ||
Accounts receivable, gross |
SALES SERVICE REVENUE, NET AN_8
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Allowance for doubtful accounts, Beginning balance | $ (1,127) | |||
Allowances for doubtful accounts | $ (173) | $ (57) | (399) | $ (168) |
Bad debt expense | 5 | |||
Total charges | (394) | |||
Allowance for doubtful accounts, Ending balance | (1,521) | (1,521) | ||
Medicaid [Member] | ||||
Allowances for doubtful accounts | (15) | (1) | (38) | (5) |
Medicare [Member] | ||||
Allowances for doubtful accounts | (43) | (30) | (105) | (83) |
Self-Pay [Member] | ||||
Allowances for doubtful accounts | (6) | (16) | ||
Third-Party Payor [Member] | ||||
Allowances for doubtful accounts | $ (115) | $ (20) | $ (256) | $ (64) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Sep. 17, 2018USD ($)item | Nov. 13, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Apr. 30, 2018$ / shares | Apr. 20, 2018USD ($) |
Subsequent Event [Line Items] | ||||||
Original debt amount | $ 456,000 | |||||
Debt converted | 2,108,000 | |||||
Proceeds from long-term debt | $ 300,000 | $ 315,000 | ||||
Convertible Promissory Notes [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt converted | $ 1,800,000 | |||||
Debt instrument, face amount | $ 300,000 | |||||
Debt instrument, convertible, threshold trading days | item | 5 | |||||
Debt instrument, term | 18 months | |||||
Note Agreement 2018 [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, face amount | $ 3,296,703 | |||||
Exercise price (in dollars per share) | $ / shares | $ 0.30 | |||||
Warrants, exercise price per share | $ / shares | $ 0.30 | |||||
Secured Debt [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Original debt amount | $ 2,100,000 | |||||
Exchange Agreements [Member] | Subsequent Events [Member] | Convertible Promissory Notes [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt converted | $ 900,000 | |||||
Exchange Agreements [Member] | Secured Debt [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Original debt amount | 2,100,000 | |||||
Debt converted | $ 1,800,000 | |||||
Exchange Agreements [Member] | Secured Debt [Member] | Subsequent Events [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Original debt amount | $ 1,100,000 |