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PRPO Precipio

DOCUMENT AND ENTITY INFORMATION

DOCUMENT AND ENTITY INFORMATION - shares3 Months Ended
Mar. 31, 2019May 14, 2019
Document and Entity Information [Abstract]
Entity Registrant NamePrecipio, Inc.
Entity Central Index Key0001043961
Current Fiscal Year End Date--12-31
Entity Filer CategoryNon-accelerated Filer
Document Type10-Q
Document Period End DateMar. 31,
2019
Document Fiscal Year Focus2019
Document Fiscal Period FocusQ1
Amendment Flagfalse
Entity Current Reporting StatusYes
Entity Common Stock, Shares Outstanding5,919,681

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)Mar. 31, 2019Dec. 31, 2018
CURRENT ASSETS:
Cash $ 302,000 $ 381,000
Accounts receivable, net801,000 690,000
Inventories149,000 197,000
Other current assets181,000 525,000
Total current assets1,433,000 1,793,000
PROPERTY AND EQUIPMENT, NET464,000 496,000
OTHER ASSETS:
Operating lease right-of-use assets689,000
Intangibles, net19,028,000 19,291,000
Other assets25,000 25,000
Total assets21,639,000 21,605,000
CURRENT LIABILITIES:
Current maturities of long-term debt, less debt issuance costs161,000 263,000
Current maturities of convertible notes, less debt discounts and debt issuance costs3,129,000 4,377,000
Current maturities of finance lease liabilities58,000 57,000
Current maturities of operating lease liabilities221,000
Accounts payable4,696,000 5,169,000
Accrued expenses1,651,000 1,940,000
Deferred revenue35,000 49,000
Other current liabilities1,910,000
Total current liabilities9,951,000 13,765,000
LONG TERM LIABILITIES:
Long-term debt, less current maturities and debt issuance costs238,000 253,000
Finance lease liabilities, less current maturities140,000 155,000
Operating lease liabilities, less current maturities470,000
Common stock warrant liabilities892,000 1,132,000
Derivative liabilities62,000
Deferred tax liability70,000 70,000
Other long-term liabilities45,000 45,000
Total liabilities11,806,000 15,482,000
COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDERS? EQUITY:
Preferred stock - $0.01 par value, 15,000,000 shares authorized at March 31, 2019 and December 31, 2018, 47 shares issued and outstanding at March 31, 2019 and December 31, 2018, liquidation preference at par value at March 31, 2019 and December 31, 2018
Common stock, $0.01 par value, 150,000,000 shares authorized at March 31, 2019 and December 31, 2018, 4,304,929 and 2,298,738 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively[1]43,000 23,000
Additional paid-in capital[1]59,138,000 53,796,000
Accumulated deficit(49,348,000)(47,696,000)
Total stockholders' equity9,833,000 6,123,000
Liabilities and stockholders' equity $ 21,639,000 $ 21,605,000
[1]The common stock shares and additional paid-in capital for all periods presented reflect the one-for fifteen reverse stock split which took effect on April 26, 2019.

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in ThousandsMar. 31, 2019Dec. 31, 2018
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 47
Preferred stock, shares outstanding (in shares)47 47
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized (in shares)150,000,000 150,000,000
Common stock, shares issued (in shares)4,304,929 2,298,738
Common stock, shares outstanding (in shares)4,304,929 2,298,738
Maximum
Preferred stock, liquidation preference $ 312,019 $ 312,019

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2019Mar. 31, 2018
Revenue, net of contractual allowances and adjustments $ 917 $ 796
less allowance for doubtful accounts(204)(84)
Net sales713 712
Total cost of sales675 688
Gross profit38 24
OPERATING EXPENSES:
Operating expenses2,097 2,178
Impairment of goodwill294
TOTAL OPERATING EXPENSES2,097 2,472
OPERATING LOSS(2,059)(2,448)
OTHER INCOME (EXPENSE):
Interest expense, net(23)(8)
Warrant revaluation and modification240 261
Derivative revaluation23
Gain on settlement of liability, net167 141
Loss on settlement of equity instruments(385)
Other Income (Expense)407 9
LOSS BEFORE INCOME TAXES(1,652)(2,439)
NET LOSS(1,652)(2,439)
Deemed dividends related to beneficial conversion feature of preferred stock and fair value of consideration issued to induce conversion of preferred stock(3,514)
TOTAL DIVIDENDS(3,514)
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS $ (1,652) $ (5,953)
BASIC AND DILUTED LOSS PER COMMON SHARE (IN DOLLARS PER SHARE)[1] $ (0.48) $ (7.10)
BASIC AND DILUTED WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING (IN SHARES)[1]3,441,893 838,402
Service revenue, net [Member]
Revenue, net of contractual allowances and adjustments $ 910 $ 791
Total cost of sales675 688
Other [Member]
Revenue, net of contractual allowances and adjustments $ 7 $ 5
[1]Net loss per share and the number of shares used in the per share calculations for all periods presented reflect the one-for fifteen reverse stock split which took effect on April 26, 2019.

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in ThousandsPreferred Stock [Member]Common StockAdditional Paid-in Capital [Member]Accumulated Deficit [Member]Total
Balance at beginning of period at Dec. 31, 2017 $ 7 [1] $ 44,560 $ (31,542) $ 13,025
Balance at beginning of period (in shares) at Dec. 31, 20174,935 679,774 [1]
Increase (Decrease) in Stockholders' Equity
Net loss(2,439)(2,439)
Conversion of preferred stock into common stock $ 4 [1](4)
Conversion of preferred stock into common stock (in shares)(4,888)431,022 [1]
Issuance of common stock in connection with purchase agreements $ 1 [1]617 618
Issuance of common stock in connection with purchase agreements (in shares)[1]59,457
Issuance of common stock in exchange for cancelation of other current liabilities $ 1 [1]1,896 1,897
Issuance of common stock in exchange for cancelation of other current liabilities (in shares)[1]120,983
Issuance of common stock upon exercise of warrants225 225
Issuance of common stock upon exercise of warrants (in shares)[1]20,000
Stock-based compensation82 82
Balance at end of period at Mar. 31, 2018 $ 13 [1]47,376 (33,981)13,408
Balance at end of period (in shares) at Mar. 31, 201847 1,311,236 [1]
Balance at beginning of period at Dec. 31, 2017 $ 7 [1]44,560 (31,542)13,025
Balance at beginning of period (in shares) at Dec. 31, 20174,935 679,774 [1]
Increase (Decrease) in Stockholders' Equity
Conversion of convertible notes into common stock (in shares)20,000
Balance at end of period at Dec. 31, 2018 $ 23 [1]53,796 (47,696)6,123
Balance at end of period (in shares) at Dec. 31, 201847 2,298,738 [1]
Increase (Decrease) in Stockholders' Equity
Net loss(1,652)(1,652)
Conversion of convertible notes into common stock $ 12 [1]3,114 3,126
Conversion of convertible notes into common stock (in shares)[1]1,248,115
Issuance of common stock in connection with purchase agreements $ 8 [1]1,718 1,726
Issuance of common stock in connection with purchase agreements (in shares)[1]758,076
Write-off debt premiums (net of debt discounts) in conjunction with convertible note conversions315 315
Write-off debt derivative liability in conjunction with convertible note conversions39 39
Stock-based compensation156 156
Balance at end of period at Mar. 31, 2019 $ 43 [1] $ 59,138 $ (49,348) $ 9,833
Balance at end of period (in shares) at Mar. 31, 201947 4,304,929 [1]
[1]The common stock shares and additional paid-in capital for all periods presented reflect the one-for fifteen reverse stock split which took effect on April 26, 2019.

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)3 Months Ended
Mar. 31, 2019Mar. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,652,000) $ (2,439,000)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation and amortization277,000 352,000
Amortization of operating lease right-of-use asset61,000
Amortization of finance lease right-of-use asset15,000
(Accretion) amortization of deferred financing costs, debt discounts and debt premiums(100,000)1,000
Gain on settlement of liability, net(167,000)(141,000)
Loss on settlement of equity instrument385,000
Stock-based compensation156,000 82,000
Impairment of goodwill294,000
Provision for losses on doubtful accounts204,000 84,000
Warrant revaluation and modification(240,000)(261,000)
Derivative revaluation(23,000)
Changes in operating assets and liabilities:
Accounts receivable, net(315,000)94,000
Inventories, net48,000 2,000
Other assets86,000 218,000
Accounts payable(425,000)(44,000)
Operating lease liabilities(58,000)
Accrued expenses and other liabilities254,000 228,000
Net cash used in operating activities(1,879,000)(1,145,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment(3,000)(5,000)
Net cash used in investing activities(3,000)(5,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on finance lease obligations(14,000)(12,000)
Issuance of common stock, net of issuance costs1,726,000 618,000
Proceeds from exercise of warrants225,000
Proceeds from long-term debt300,000
Proceeds from convertible notes250,000
Principal payments on convertible notes(50,000)
Principal payments on long-term debt(109,000)(116,000)
Net cash flows provided by financing activities1,803,000 1,015,000
NET CHANGE IN CASH(79,000)(135,000)
CASH AT BEGINNING OF PERIOD381,000 421,000
CASH AT END OF PERIOD302,000 286,000
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for interest8,000 6,000
SUPPLEMENTAL DISCLOSURE OF CONSULTING SERVICES OR ANY OTHER NON-CASH COMMON STOCK RELATED ACTIVITY
Purchases of equipment financed through accounts payable7,000
Deferred debt issuance cost financed through accounts payable31,000
Other current liabilities canceled in exchange for common shares1,897,000
Liabilities exchanged for convertible notes2,150,000
Warrant liability canceled due to settlement of equity instruments $ 456,000
Right-of-use assets obtained in exchange for lease obligations750,000
Amounts included in measurement of lease liabilities72,000
Write-off of debt discounts (net of debt premiums) in conjunction with convertible note conversions315,000
Write-off of derivative liability in conjunction with convertible note conversions39,000
Convertible Debt [Member]
SUPPLEMENTAL DISCLOSURE OF CONSULTING SERVICES OR ANY OTHER NON-CASH COMMON STOCK RELATED ACTIVITY
Conversion of convertible debt plus interest into common stock $ 3,126,000

BUSINESS DESCRIPTION

BUSINESS DESCRIPTION3 Months Ended
Mar. 31, 2019
BUSINESS DESCRIPTION [Abstract]
BUSINESS DESCRIPTIONPRECIPIO, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2019 and 2018
1. BUSINESS DESCRIPTION
Business Description.
Precipio, Inc., and its 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 2018, 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.
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 several years. As of March 31, 2019, the Company had a net loss of $1.7 million, negative working capital of $8.5 million and net cash used in operating activities of $1.9 million. The Company’s ability to continue as a going concern over the next twelve months from the date of issuance of these condensed consolidated financial statements in the Quarterly Report on 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.
To meet its current and future obligations the Company has taken the following steps to capitalize the business and successfully achieve its business plan:
·
The Company has entered into a purchase agreement with Lincoln Park (the “LP Purchase Agreement” or “Equity Line”), pursuant to which Lincoln Park has agreed to purchase from the Company up to an aggregate of $10.0 million of common stock of the Company (subject to certain limitations) from time to time over the term of the LP Purchase Agreement. The extent we rely on Lincoln Park as a source of funding will depend on a number of factors including, the prevailing market price of our common stock and the extent to which we are able to secure working capital from other sources. As of April 30, 2019, we have already received approximately $1.4 million from the sale of 328,590 shares of common stock to Lincoln Park during 2018, $1.7 million from the sale of 758,076 shares of common stock to Lincoln Park during the three months ended March 31, 2019 and $0.7 million from the sale of 240,000 shares of common stock to Lincoln Park during April 2019.
·
On April 16, 2019, the Company entered into a second amendment and restatement agreement amending and restating the terms of the 2018 Note Agreement (as first amended pursuant to the Amendment and Restatement dated November 29, 2018) (the "Amendment No.2 Agreement"). Amendment No. 2 Agreement provided for the issuance of up to approximately $989,011 of additional notes together with applicable warrants (the “April 2019 Additional Notes and Warrants”) on substantially the same terms and conditions as the notes and warrants that were issued in connection with the original amendment and restatement. T he closing of the April 2019 Additional Notes provided the Company with approximately $900,000 of gross proceeds for the issuance of notes with an aggregate principal of approximately $989,011.
·
On May 14 2019, the Company entered into a securities purchase agreement (the “May 2019 Note Agreement”) with certain investors, pursuant to which the Company would issue up to approximately $1,098,901 in Senior Secured Convertible Promissory Notes along with warrants (the “May 2019 Transaction”). The closing of the May 2019 Transaction provided the Company with proceeds of $1,000,000 for the issuance of notes with an aggregate principal of $1,098,901.
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 issuance of these condensed consolidated financial statements in the Quarterly Report on 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 condensed consolidated 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 Compliance
On March 26, 2019, we were notified by the Listing Qualifications Staff of The Nasdaq Stock Market LLC that we did not meet the minimum closing bid price requirement of $1 for continued listing, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). On April 25, 2019 we filed a Certificate of Amendment to our Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware, pursuant to which we effected a 1-for-15 reverse stock split (the “Reverse Stock Split”) of our issued and outstanding common stock. The Reverse Stock Split became effective as of 5:00 p.m. (Eastern Time) on April 26, 201 9, and our common stock began trading on a split-adjusted basis on the Nasdaq Capital Market at the market open on April 29, 2019 . On May 15, 2019, we received notification from Nasdaq that the Company’s stock price was in compliance with the Bid Price Requirement, and that the matter is now closed.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES3 Months Ended
Mar. 31, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation.
The accompanying condensed consolidated financial statements are presented in conformity with GAAP. As required under GAAP, pursuant to the Reverse Stock Split , unless otherwise indicated, the Company has adjusted all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying condensed consolidated financial statements.
The condensed consolidated balance sheet as of December 31, 2018 was derived from our audited balance sheet as of that date. There has been no change in the balance sheet from December 31, 2018, except for the retroactive adjustment to reflect the Reverse Stock Split. The accompanying condensed consolidated financial statements as of and for the three months ended March 31, 2019 and 2018 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, 2018 contained in our Annual Report Form 10‑K, filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2019. The results of operations for the interim periods presented are not necessarily indicative of the results for fiscal year 2019.
Recently Adopted Accounting Pronouncements.
In February 2016, the FASB issued ASU No. 2016‑02, Leases-Topic 842 . 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 was adopted effective January 1, 2019, using a modified retrospective transition, and thus did not adjust comparative periods. The new standard provides a number of optional practical expedients in transition. The Company has elected the “package of practical expedients”, which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight practical expedient. As a result of the adoption of Topic 842 the Company has recognized approximately $0.7 million of lease liabilities and corresponding right-of-use (“ROU”) assets in its condensed consolidated balance sheet on the date of initial application. See Note 7 – Leases for additional information.
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. The Company adopted this guidance on January 1, 2019. The adoption of this guidance was not material to our condensed consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted
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 condensed 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 condensed consolidated financial statements.
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 3,100,043 and 633,766 shares of our common stock have been excluded from the computation of diluted loss per share at March 31, 2019 and 2018, 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:
March 31,
2019
2018
Stock options
498,262
234,670
Warrants
917,563
394,919
Preferred stock
20,888
4,177
Convertible notes
1,663,330

Total
3,100,043
633,766

LONG-TERM DEBT

LONG-TERM DEBT3 Months Ended
Mar. 31, 2019
LONG-TERM DEBT [Abstract]
LONG-TERM DEBT3. LONG-TERM DEBT
Long-term debt consists of the following:
Dollars in Thousands
March 31, 2019
December 31, 2018
Department of Economic and Community Development (DECD)
$
267
$
274
DECD debt issuance costs
(27)
(28)
Financed insurance loan
102
204
September 2018 Settlement
57
66
Total long-term debt
399
516
Current portion of long-term debt
(161)
(263)
Long-term debt, net of current maturities
$
238
$
253
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”.) The DECD 2018 Loan is a ten-year loan due on December 31, 2027 and includes interest paid monthly at 3.25%.
Debt issuance costs associated with the DECD 2018 Loan were approximately $31,000. Amortization of the debt issuance cost was approximately $1,000 for the three months ended March 31, 2019 and 2018, respectively. Net debt issuance costs were $27,000 and $28,000 at March 31, 2019 and December 31, 2018, respectively and are presented as a reduction of the related debt in the accompanying condensed consolidated balance sheets. Amortization for each of the next five years is expected to be approximately $3,000.
Financed Insurance Loan.
The Company finances certain of its insurance premiums (the “Financed Insurance Loans”). 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 March 31, 2019 and December 31, 2018, the Financed Insurance Loans outstanding balance of $0.1 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, the Company entered into a settlement and forbearance agreement with a creditor (the “September 2018 Settlement”) 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 September 2018 Settlement. The settlement amount will accrue interest at the rate of 10% per annum until paid in full. The September 2018 Settlement 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 March 31, 2019 and December 31, 2018, respectively.

CONVERTIBLE NOTES

CONVERTIBLE NOTES3 Months Ended
Mar. 31, 2019
LONG-TERM DEBT [Abstract]
CONVERTIBLE NOTES4. CONVERTIBLE NOTES
Convertible notes consist of the following:
Dollars in Thousands
March 31, 2019
December 31, 2018
Convertible bridge notes
$
2,170
$
4,294
Convertible bridge notes discount and debt issuance costs
(1,053)
(1,111)
Convertible bridge notes premiums
91
647
Convertible promissory notes - Exchange Notes

630
Convertible promissory notes - Exchange notes debt issuance costs

(83)
Convertible promissory notes - Crede Note
1,450

Convertible promissory notes - Leviston Note
471

Total convertible notes
3,129
4,377
Current portion of convertible notes
(3,129)
(4,377)
Convertible notes, net of current maturities
$

$

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 are 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 2018 Note Agreement includes customary representations, warranties and covenants by the Company and customary closing conditions.
The Transaction consists of a series of 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 are convertible at a price of $7.50 per share, provided that if the notes are not repaid within 180 days of the note’s issuance date, 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 $4.50 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”). 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 of notes with an aggregate principal of $1.5 million (the “Q3 2018 Bridge Notes”).
The Bridge Notes are payable by the Company on the earlier of (i) the one year anniversary after each 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, for any of their draws throughout the year associated with the 2018 Note Agreement after a period of time as defined within the 2018 Note Agreement, 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 requested by certain April 2018 investors, conversion shares related to the April 2018 Note Agreement were included in a registration statement on Form S-3 that the Company filed with the SEC on February 6, 2019 and which became effective with the SEC on February 13, 2019.
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 243,223 warrants to purchase shares of common stock of the Company (the “April 2018 Warrants”). The April 2018 Warrants had 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 196,337 warrants to purchase shares of common stock of the Company in connection with the Q3 Bridge Note issuances (the “Q3 2018 Warrants”). The terms of the Q3 2018 Warrants are the same as the April 2018 Warrants and, as such, were classified as liabilities, with an offset to debt discount, and had an initial value of approximately $0.7 million at the date of issuance. 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 2018 Bridge Notes were amended from $11.25 to $7.50. This repricing was accounted for as a modification.
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 15,466 warrants to purchase shares of common stock of the Company with an exercise price of $11.25 (the “Advisor Warrants”) which were classified as a liability. See Note 9 –Fair Value for further discussion.
The April 2018 Bridge Notes contained a beneficial conversion feature valued at $1.1 million which was recorded as a debt discount with an offset to additional paid in capital at the note issuance date and the Q3 2018 Bridge Notes contained beneficial conversion features valued at approximately $0.5 million which were recorded as debt discounts with an offset to additional paid in capital at the note issuance dates.
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. 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. See Note 9 –Fair Value for further discussion.
On November 29, 2018, the Company entered into an amendment and restatement agreement (the “Amendment Agreement”) amending and restating the terms of the 2018 Note Agreement. The Amendment Agreement provided for the issuance of up to $1,318,681 of additional Bridge Notes together with applicable warrants, in one or more tranches, with substantially the same terms and conditions as the previously issued Bridge Notes and related warrants. The conversion price of the notes was amended so that it shall be equal to the greater of $3.75 or $0.75 above the closing bid price of our common stock on the date prior to the original issue date. In the event the notes are not paid in full prior to 180 days after the original issue date, the conversion price shall be equal to 80% of the lowest volume weighted average price (“VWAP”) in the 10 trading days prior to the date of the notice of conversion, but in no event below the floor price of $2.25.
In connection with the Amendment Agreement, during the fourth quarter of 2018, the Company completed two additional closings for aggregate proceeds of $1.1 million, net of an original issue discount of 9% and before debt issuance costs, for the issuance of notes with an aggregate principal of $1.2 million (collectively, the “Q4 2018 Bridge Notes”). Approximately $0.3 million of the $1.1 million of proceeds was received after December 31, 2018 and is included in other current assets on our condensed consolidated balance sheet at December 31, 2018. The 9% discount associated with the Q4 2018 Bridge Notes was approximately $108,000 and was recorded as a debt discount. In connection with the Q4 2018 Bridge Note issuances, the Company issued to the investors 300,114 warrants to purchase shares of common stock of the Company (the “Q4 2018 Warrants”), which had 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.
The Company reviewed the conversion option of the Q4 2018 Bridge Notes and determined that there was a beneficial conversion feature with a value of approximately $0.5 million which was recorded as a debt discount with an offset to additional paid in capital. The Q4 2018 Bridge Notes also contain the Bridge Notes Redemption Feature which had an initial fair value at the time of issuance of approximately $15,000 which was recorded as a debt discount with an offset to derivative liability. See Note 9 – Fair Value for further discussion.
The total debt discounts and debt issuance costs related to the Q4 2018 Bridge Notes totaled $1.4 million, of which the Company recorded $1.1 million of debt discount and debt issuance costs as a reduction of the related debt in the accompanying condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018, respectively.
At the time of the Amendment Agreement, the conversion price related to $3.3 million of previously issued Bridge Notes, the April 2018 Bridge Notes and Q3 2018 Bridge Notes, was amended and treated as an extinguishment of the related Bridge Notes. The Company removed the carrying value of the notes and recorded a new fair value of the notes (“New Debt”) which included a debt premium of $0.9 million at the time of the Amendment Agreement.
Since the issuance of the New Debt, $2.3 million of the total $4.5 million of Bridge Notes, plus interest, have been converted into a total of 1,112,762 shares of common stock of the Company. This included the conversion of approximately $2.1 million of Bridge Notes, plus interest, converted into 1,019,430 shares of common stock of the Company during the three months ended March 31, 2019 and $0.2 million of Bridge Notes, plus interest, converted into 93,333 shares of common stock of the Company during the fourth quarter of 2018.
During the three months ended March 31, 2019, the change in Bridge Note debt discounts and debt premiums was as follows:
(Dollars in thousands)
2019
Debt Discounts
Debt Premiums
Beginning balance at January 1
$
1,111
$
647
Deductions:
Amortization/accretion (1)
(58)
(160)
Write-off related to note conversions (2)

(396)
Balance at March 31
$
1,053
$
91
(1)
Amortization/accretion is recognized as interest expense/income within the condensed consolidated statements of operations based on the effective interest method.
(2)
Write-offs associated with note conversions are recognized as an offset to additional paid-in capital at the time of the conversion.
The remaining debt discounts of $1.1 million and debt premiums of $0.1 million, as of March 31, 2019, are expected to be fully amortized during 2019.
Convertible Promissory Notes – Exchange Notes.
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 7,207 warrants to purchase shares of the Company’s common stock (“Creditor Warrants”).
During 2018, the Company entered into Exchange Agreements (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. At the time of the Exchange Agreements, $3.2 million of Secured Debt Obligations were exchanged for $2.8 million of Exchange Notes (the “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.
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 $0.4 million which was recorded as a debt discount with an offset to derivative liability. 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.
Since the issuance of the Exchange Notes, the Holders have converted all $2.8 million into a total of 446,913 shares of common stock of the Company. This included the conversion of approximately $0.6 million of Exchange Notes converted into 155,351 shares of common stock of the Company during the three months ended March 31, 2019 and approximately $2.2 million of Exchange Notes converted into 291,562 shares of common stock of the Company during the fourth quarter of 2018.
As of March 31, 2019 and December 31, 2018, the outstanding balance of the Exchange Notes, net of discounts, was zero and $0.6 million, respectively, and was presented within convertible notes in the Company’s condensed consolidated balance sheets.
During the three months ended March 31, 2019, the change in Exchange Note debt discounts was as follows:
(Dollars in thousands)
2019
Beginning balance at January 1
$
83
Deductions:
Amortization (1)
(2)
Write-off related to note conversions (2)
(81)
Balance at March 31
$

(1)
Amortization is recognized as interest expense within the condensed consolidated statements of operations based on the effective interest method.
(2)
Write-offs associated with note conversions are recognized as an offset to additional paid-in capital at the time of the conversion.
As a result of the conversions, the Company has also written off approximately $0.4 million of derivative liability with an offset to additional paid-in capital, of which less than $0.1 million was during the three months ended March 31, 2019.
Convertible Promissory Notes – Crede Note.
On January 15, 2019, the Company and Crede Capital Group LLC (“Crede”) entered into an amendment and restatement agreement (the “Crede Amendment Agreement”) in order to enable the Company to provide Crede with an alternative means of payment of a previous settlement amount, See Note 5 – Accrued Expenses and Other Current Liabilities, by issuing to Crede a convertible note in the amount of $1.45 million (the “Crede Note”). The conversion price of the Crede Note shall equal 90% of the closing bid price of the Company’s common stock on the date prior to each conversion date. The Crede Note is payable by the Company on the earlier of (i) January 15, 2021 or (ii) upon the closing of a qualified offering in which the Company receives gross proceeds of at least $4.0 million. The Crede Note may not be converted if, after giving effect to the conversion, Crede together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of the Company’s common stock. The Company, at its option, may redeem some or all of the then outstanding principal amount of the Crede Note for cash.
In accordance with the terms of the Crede Amendment Agreement, during the period commencing on the date of issuance of the Crede Note and ending on the date Crede no longer beneficially owns any portion of the Crede Note, Crede shall not sell, on any given trading day, more than the greater of (i) $10,000 of common stock (subject to adjustment for any stock splits or combinations, stock dividends, recapitalizations or similar event after the date hereof) and (ii) 10% of the daily average composite trading volume of the Company’s common stock as reported by Bloomberg, LP (subject to adjustment for any stock splits or combinations, stock dividends, recapitalizations or similar event after the date hereof) for such trading day .
During the three months ended March 31, 2019, the Company made no payments on, and there were no conversions of, the Crede Note.
Convertible Promissory Notes – Leviston Note
On February 8, 2018, the Company entered into an equity purchase agreement (the “2018 Purchase Agreement”) with Leviston Resources LLC (“Leviston”), see Note 8 – Stockholders Equity for details of the 2018 Purchase Agreement. On January 29, 2019, the Company entered into a settlement agreement (the “Leviston Settlement”) with Leviston pursuant to which the Company issued to Leviston a convertible note in the amount of $0.7 million (the “Leviston Note”) in full satisfaction of certain obligations to Leviston. The Leviston Note is payable by the Company (i) in fourteen equal monthly installments commencing on the earlier to occur of (x) the last day of the month upon which a registration statement to be filed by the Company covering the resale of the shares of common stock underlying the Leviston Note is declared effective by the Securities and Exchange Commission and (y) the six month anniversary of the date of issuance, (ii) upon the closing of a qualified offering, namely the Company raising gross proceeds of at least $4.0 million or (iii) such earlier date as the Leviston Note is required or permitted to be repaid pursuant to its terms. The Company, at its option, may redeem some or the entire then outstanding principal amount of the Leviston Note for cash.
The conversion price in effect on any conversion date shall equal the VWAP of the common stock on such Conversion Date. The Leviston Note may not be converted if, after giving effect to the conversion, Leviston together with its affiliates, would beneficially own in excess of 4.99% of the outstanding shares of the Company’s common stock.
In accordance with the terms of the Leviston Settlement, during the period commencing on the issuance date of the Leviston Note and ending on the date Leviston no longer beneficially owns any shares of common stock issuable upon conversion of the Leviston Note, Leviston shall not sell, on any given trading day, more than the greater of (i) $10,000 of common stock (subject to adjustment for any stock splits or combinations, stock dividends, recapitalizations or similar event after the date hereof) and (ii) 10% of the daily average composite trading volume of the Company’s common stock as reported by Bloomberg, LP (subject to adjustment for any stock splits or combinations, stock dividends, recapitalizations or similar event after the date hereof) for such trading day.
In addition to the Leviston Settlement and the Leviston Note, the Company and Leviston have each executed a release pursuant to which each of the Company and Leviston agreed to release the other party from their respective obligations arising from or concerning the Obligations.
During the three months ended March 31, 2019, the Company made cash payments of less than $0.1 million on the Leviston Note and $0.2 million of the Leviston note was converted into 73,333 shares of common stock of the Company. As of March 31, 2019, the $0.5 million outstanding balance of the Leviston Note was included in convertible notes in the Company’s condensed consolidated balance sheets. There were no amounts outstanding related to this note as of December 31, 2018.

ACCRUED EXPENSES AND OTHER CURR

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES3 Months Ended
Mar. 31, 2019
Payables and Accruals [Abstract]
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES5. ACCRUED EXPENSES OTHER CURRENT LIABILITIES.
Accrued expenses at March 31, 2019 and December 31, 2018 are as follows:
(dollars in thousands)
March 31, 2019
December 31, 2018
Accrued expenses
$
1,365
$
1,583
Accrued compensation
187
118
Accrued interest
99
239
$
1,651
$
1,940
During the three months ended March 31, 2019 and 2018, the Company was able to reduce approximately $0.2 million and $0.1 million, respectively, of certain accrued expense and accounts payable amounts through negotiations with certain vendors to settle outstanding liabilities and the Company recorded a gains of $0.2 million in the first quarter of 2019 and $0.1 million in the first quarter of 2018 which are included in gain on settlement of liability, net in the condensed consolidated statements of operations.
Other current liabilities are as follows:
(dollars in thousands)
March 31, 2019
December 31, 2018
Liability related to equity purchase agreement

460
Liability for settlement of equity instrument

1,450
$

$
1,910
On February 20, 2018, 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. 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.
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 three months ended March 31, 2018. At 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 previous $1.1 million in other current liabilities 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 three months ended March 31, 2018. During 2018, the Company paid approximately $0.5 million to Crede. As of December 31, 2018, the Company had recorded liabilities relating to Crede of $1.45 million in other current liabilities on the accompanying condensed consolidated balance sheets and, o n January 15, 2019 the $1.45 million liability was replaced with the Crede Note.
As of December 31, 2018, the Company had recorded a liability of approximately $0.5 million related to an equity purchase agreement with Leviston, which is included in other current liabilities on our condensed consolidated balance sheet. On January 29, 2019, the Company entered into the Leviston Settlement pursuant to which the Company issued the Leviston Note in full satisfaction of the $0.5 million discussed above along with approximately $0.2 million of other obligations owed to Leviston which are included in accrued expenses in our condensed consolidated balance sheet at December 31, 2018. See Note 4 – Convertible Notes.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES3 Months Ended
Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES6. COMMITMENTS AND CONTINGENCIES
The Company is involved in legal proceedings related to matters, which are incidental to its business. Also, 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. See below for a discussion on these matters.
LITIGATIONS
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 is reflected in accounts payable within the accompanying condensed consolidated balance sheet at March 31, 2019 and December 31, 2018, respectively. On April 19, 2019, the Company executed a settlement agreement with XIFIN pursuant to which the Company paid to XIFIN an agreed amount as settlement in consideration for total release from all outstanding amounts due and payable by the Company to XIFIN. The settlement amount was paid by the Company on April 19, 2019 and there is no remaining amount due to XIFIN as of the filing of this Quarterly Report on Form 10-Q.
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 sheets at March 31, 2019 and December 31, 2018.
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. The Eighth Circuit reversed the decision of the District Court and remanded the case back to the District Court on March 1, 2019.
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. A liability of approximately $39,000 has been recorded in accounts payable within the accompanying condensed consolidated balance sheet at March 31, 2019 and December 31, 2018. On April 2, 2019, the Superior Court issued a subpoena commanding the Company to appear before the Superior Court on May 13, 2019. Subsequent to April 2, 2019, the Company paid Bio-Rad approximately $39,000, plus interest, and there is no remaining amount due to Bio-Rad as of the filing of this Quarterly Report on Form 10-Q.
OTHER COMMITMENTS
On January 2, 2019, the Company entered into a settlement agreement with a third party service provider pursuant to which we agreed to pay the service provider an aggregate amount of approximately $0.6 million, plus accrued interest at a rate of 8%, pursuant to an agreed upon payment schedule, ending in September 2019, in consideration for the cancellation of an outstanding debt owed by the Company to the service provider in the aggregate amount of approximately $1.5 million (the “Owed Amount”). Upon payment in full of the $0.6 million and compliance with the payment schedule, the service provider has agreed to waive the difference between the settlement amount and the Owed Amount and at that time the Company would record a gain on settlement of approximately $0.9 million. During the three months ended March 31, 2019, the Company made payments of $0.2 million to the service provider. A liability of approximately $1.3 million and $1.5 million has been recorded and is reflected in accounts payable within the accompanying condensed consolidated balance sheets at March 31, 2019 and December 31, 2018.
LEGAL AND REGULATORY ENVIRONMENT
The healthcare industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not 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.

LEASES

LEASES3 Months Ended
Mar. 31, 2019
Leases [Abstract]
LEASES7. LEASES
On January 1, 2019, the Company recorded initial ROU assets and corresponding operating lease liabilities of approximately $750,000 and a reversal of deferred rent and prepaid expenses of approximately $6,000 resulting in no cumulative effect adjustment upon adoption of Topic 842. The Company leases administrative facilities and laboratory equipment through operating lease agreements. In addition we rent various equipment used in our diagnostic lab and in our administrative offices through finance lease arrangements. Our operating leases include both lease (e.g., fixed payments including rent) and non-lease components (e.g., common area or other maintenance costs). The facility leases include one or more options to renew, from 1 to 5 years or more. The exercise of lease renewal options is typically at our sole discretion, therefore, the renewals to extend the lease terms are not included in our ROU assets and lease liabilities as they are not reasonably certain of exercise. We regularly evaluate the renewal options and, when they are reasonably certain of exercise, we include the renewal period in our lease term. As our leases do not provide an implicit rate, we use our collateralized incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments.
Operating leases result in the recognition of ROU assets and lease liabilities on the balance sheet. ROU assets represent our right to use the leased asset for the lease term and lease liabilities represent our obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Lease expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The primary leases we enter into with initial terms of 12 months or less are for equipment.
Upon the adoption of Topic 842, our accounting for finance leases, previously referred to as capital leases, remains substantially unchanged from prior guidance.
The balance sheet presentation of our operating and finance leases is as follows:
(dollars in thousands)
Classification on the Condensed Consolidated Balance Sheet
March 31, 2019
Assets:
Operating lease assets
Operating lease right-of-use assets
$
689
Finance lease assets
Property and equipment, net
208
Total lease assets
$
897
Liabilities:
Current:
Operating lease obligations
Current maturities of operating lease liabilities
$
221
Finance lease obligations
Current maturities of finance lease liabilities
58
Noncurrent:
Operating lease obligations
Operating lease liabilities, less current maturities
470
Finance lease obligations
Finance lease liabilities, less current maturities
140
Total lease liabilities
$
889
As of March 31, 2019, the estimated future minimum lease payments, excluding non-lease components, are as follows:
(dollars in thousands)
Operating Leases
Finance Leases
Total
Remainder of 2019
$
201
$
53
$
254
2020
242
46
288
2021
241
38
279
2022
47
32
79
2023
35
27
62
Thereafter
17
41
58
Total lease obligations
783
237
1,020
Less: Amount representing interest
(92)
(39)
(131)
Present value of net minimum lease obligations
691
198
889
Less, current portion
(221)
(58)
(279)
Long term portion
$
470
$
140
$
610
Other information as of March 31, 2019:
Weighted-average remaining lease term (years):
Operating leases
3.2
Finance leases
4.9
Weighted-average discount rate:
Operating leases
Finance leases
During the three months ended March 31, 2019, operating cash flows from operating leases was $72,000 and ROU assets obtained in exchange for operating lease liabilities was $750,000.
Operating Lease Costs
Operating lease costs were $0.1 million during the three months ended March 31, 2019 and 2018. These costs are primarily related to long-term operating leases for the Company’s facilities and laboratory equipment.
Finance Lease Costs
Finance leases are included in property and equipment, net and finance lease liabilities, less current maturities on the condensed consolidated balance sheets. The associated amortization expense and interest included in the condensed consolidated statements of operations for the three months ended March 31, 2019 is less than $0.1 million, respectively.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY3 Months Ended
Mar. 31, 2019
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY8. 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 December 20, 2018, the Company’s shareholders approved the proposal to authorize the Company’s Board of Directors to, in its discretion, amend the Company’s Third Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock from 150,000,000 shares to 250,000,000 shares.
On February 12, 2018, the Company issued 120,983 shares of its common stock in exchange for approximately $1.9 million of debt obligations. See Note 4 – Convertible Notes.
During the three months ended March 31, 2018, the Company issued 208,000 shares of its common stock in connection with conversions of its Series B Preferred Stock and 223,022 shares of its common stock in connection with conversions of its Series C Preferred Stock. Aside from 4,000 shares of common stock issued in connection with conversions of its Series C Preferred Stock, all of the shares of common stock issued for the three months ended March 31, 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 three months ended March 31, 2018, the Company issued 20,000 shares of its common stock in connection with the exercise of 20,000 warrants. The warrant exercises resulted in net cash proceeds to the Company of approximately $0.2 million during the three months ended March 31, 2018.
Also, during the three months ended March 31, 2019, the Company issued 1,248,115 shares of its common stock in connection with the conversion of convertible notes. See Note 4 – Convertible Notes.
2018 Purchase Agreement
On February 8, 2018 the Company entered into an equity purchase agreement (the “2018 Purchase Agreement”) with Leviston 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 48,076 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 $15.60 for approximately $750,000. The shares were sold pursuant to the Shelf Registration Statement. The 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. The S-1 Registration Statement was not declared effective by the SEC and on August 10, 2018 the Company filed a withdrawal request with the SEC. No securities had been issued or sold under this Registration Statement. The Company determined not to proceed with the offering as the Company sought 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 “Leviston 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 this amount, of $140,000, was paid to Leviston through the issuance of 11,380 shares of the Company’s common stock on February 12, 2018.
In accordance with the terms of the 2018 Purchase Agreement, the Company provided Leviston with a price protection provision, if the Company issues any warrants in connection with issuances, sales or an agreement in writing to issue common stock or common stock equivalents by the Company, Leviston will have the right to receive a proportionate amount of such warrants, cash or shares, at Leviston’s sole election, valued using the Black Scholes formula. As a result of 2018 Note Agreement and the April 2018 Warrants issued, the Company was required to provide Leviston with a proportionate and equivalent coverage in the form of warrants, stock or cash in the amount of approximately $460,000. As Leviston has the ability to elect the form of compensation, the Company has recorded the $460,000 as a liability as of December 31, 2018, within the other current liabilities line of the accompanying condensed consolidated balance sheet.
As of December 31, 2018, the Company had a total of $0.7 million in accruals (see Note 5 – Accrued Expenses and Other Current Liabilities) for potential obligations to Leviston, but had not issued any additional shares or made any payments to Leviston. On January 29, 2019, the Company entered into the Leviston Settlement pursuant to which the Company issued to Leviston the Leviston Note in full satisfaction of all obligations owed to Leviston. See Note 4 – Convertible Notes for further details of the Note.
LP Purchase Agreement
On September 7, 2018, the Company entered into 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 40,000 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 “LP 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, 466,666 shares of common stock, which includes the LP 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. As of January 16, 2019, all shares registered under this S-1 had been sold and/or issued to Lincoln Park. On February 1, 2019, 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, an additional 1,000,000 shares of common stock 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 February 12, 2019.
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 $1.50 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 30,000 shares, which amounts may be increased to up to 36,666 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 308,590 shares based on 1,543,724 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 $7.05 (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 LP 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 as defined in the LP Agreement.
Between October 2, 2018 and December 31, 2018, 328,590 shares of the Company’s common stock were sold pursuant to the LP Purchase agreement for approximately $1.4 million. During the three months ended March 31, 2019, 758,076 shares of the Company’s common stock were sold pursuant to the LP Purchase agreement for approximately $1.7 million.
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).
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 $21.00 per share price, related to the 2017 Series C issuance, to $15.60 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 during the three months ended March 31, 2018 (“Deemed Dividend A”).
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 $15.60 per share to $11.25 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 during the three months ended March 31, 2018 (“Deemed Dividend B”).
During the three months ended March 31, 2018, 2,340 shares of Series B Preferred Stock were converted into 208,000 shares of our common stock.
At March 31, 2019 and December 31, 2018, the Company had 6,900 shares of Series B designated and issued and 47 shares of Series B 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.
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 $21.00 per share to $15.60 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 during the three months ended March 31, 2018 (“Deemed Dividend C”).
During the three months ended March 31, 2018, 2,548 shares of Series C Preferred Stock were converted into 223,022 shares of our common stock.
At March 31, 2019 and December 31, 2018, the Company had 2,748 shares of Series C designated and issued and zero shares of Series C outstanding.
Preferred Stock induced conversions
On March 21, 2018, the Company entered into a letter agreement (the “2018 Inducement Agreement”) with certain holders 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 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 $11.25 per share (the “Exercise Price Reduction”) and the conversion price of the Preferred Stock was reduced to $11.25 (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 and (ii) one investor agreed to exercise 44,444 Warrants and another investor agreed to exercise 33,333 Warrants all as of the date of the 2018 Inducement Agreement. As discussed above, as of March 31, 2019, 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 20,000 Warrants were exercised at the $11.25 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 and the exercise price of the Warrants were reduced from $15.60 per share to $11.25 per share, respectively. The Company calculated the fair value of the additional securities and consideration to be approximately $1.2 million (“Deemed Dividend D”). During the three months ended March 31, 2018, 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.
Common Stock Warrants.
The following represents a summary of the warrants outstanding as of March 31, 2019:
Underlying
Exercise
Issue Year
Expiration
Shares
Price
Warrants Assumed in Merger
(1)
2014
April 2020
832
$
1,800.00
(2)
2015
February 2020
1,588
$
1,008.00
(3)
2015
December 2020
272
$
747.00
(4)
2016
January 2021
596
$
544.50
Warrants
(5)
2017
June 2022
2,540
$
41.25
(5)
2017
June 2022
500
$
7.50
(6)
2017
June 2022
6,095
$
105.00
(7)
2017
August 2022
32,000
$
2.25
(8)
2017
August 2022
4,000
$
46.88
(9)
2017
August 2022
47,995
$
150.00
(9)
2017
August 2022
9,101
$
7.50
(10)
2017
August 2022
16,664
$
2.25
(10)
2017
August 2022
7,335
$
2.25
(11)
2017
October 2022
666
$
2.25
(12)
2017
May 2023
25,037
$
2.25
(13)
2018
October 2022
7,207
$
112.50
(14)
2018
April 2019
121,611
$
7.50
(14)
2018
April 2023
121,611
$
7.50
(15)
2018
October 2022
15,466
$
11.25
(16)
2018
July 2019
25,501
$
7.50
(16)
2018
July 2023
25,501
$
7.50
(16)
2018
August 2019
36,333
$
7.50
(16)
2018
August 2023
36,333
$
7.50
(16)
2018
September 2019
36,333
$
7.50
(16)
2018
September 2023
36,333
$
7.50
(17)
2018
November 2023
138,941
$
5.40
(17)
2018
December 2023
161,172
$
5.40
917,563
(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, 2019, 357 warrants are recorded as a liability, See Note 9 – Fair Value for further discussion, and 238 are treated as equity.
(5)
These warrants were issued in connection with a June 2017 merger transaction (the “Merger”).
(6)
These warrants were issued in connection with the Merger.
(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.
(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.
(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.
(15)
These warrants were issued in connection with the 2018 Note Agreement.
(16)
These warrants were issued in connection with the 2018 Note Agreement.
(17)
These warrants were issued in connection with the 2018 Note Agreement and subsequent Amendment Agreement.
August 2017 Offering Warrants
In connection with the August 2017 Offering, the Company issued 178,666 warrants at an exercise price of $45.00, which contain a down round provision. The August 2017 Offering Warrants were exercisable immediately and expire 5 years from date of issuance.
As a result of the Series C Preferred Offering, the exercise price of the August 2017 Offering Warrants was adjusted to $21.00 per share.
In February 2018, as a result of 2018 Purchase Agreement, the exercise price of the August 2017 Offering Warrants was adjusted to $15.60. At the time the exercise price was adjusted, the Company calculated the fair value of the down round provisions on the warrants to be approximately $62,000 and recorded this as a deemed dividend (“Deemed Dividend E”). In addition, as a result of the 2018 Inducement Agreement, the exercise price of the August 2017 Offering Warrants was further adjusted to $11.25 as a result of the Exercise Price Reduction discussed above.
There were zero and 20,000 August 2017 Offering Warrants exercised during the three months ended March 31, 2019 and 2018, respectively, for proceeds to the Company of zero and $225,000, respectively. During the three months ended March 31, 2018, the intrinsic value of the August 2017 Offering Warrants exercised was zero.
Note Conversion Warrants
Upon the closing of the August 2017 Offering, the Company issued 23,999 warrants to purchase the Company’s common stock (the “Note Conversion Warrants”). The Note Conversion Warrants have an exercise price of $45.00 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 $21.00 per share.
In February 2018, as a result of 2018 Purchase Agreement, the exercise price of the Note Conversion Warrants was adjusted to $15.60. 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 (“Deemed Dividend F”). In addition, as a result of the 2018 Inducement Agreement, the exercise price of the Note Conversion Warrants was further adjusted to $11.25. 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 (“Deemed Dividend G”).
Convertible Promissory Note Warrants
The Convertible Promissory Note Warrants had an original exercise price of $45.00 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 $21.00 per share.
In February 2018, as a result of 2018 Purchase Agreement, the exercise price of the Convertible Promissory Note Warrants was adjusted to $15.60. 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 (“Deemed Dividend H”). In addition, as a result of the 2018 Inducement Agreement, the exercise price of the Convertible Promissory Note Warrants was further adjusted to $11.25. 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 (“Deemed Dividend I”).
Series C Warrants
In connection with the Series C Preferred Offering, the Company issued 130,857 warrants at an exercise price of $24.45, which contain a down round provision. Series C Warrants are exercisable on the six-month anniversary of the date of issuance and expire 5 years from date they are initially exercisable. The terms of the Series C Warrants prohibit a holder from exercising its Series C Warrants if doing so would result in such holder (together with its affiliates) beneficially owning more than 4.99% of the Company’s outstanding shares of common stock after giving effect to such exercise, provided that, at the election of a holder and notice to the Company, such beneficial ownership limitation may be increased to 9.99% of the Company’s outstanding shares of common stock after giving effect to such exercise.
In February 2018, as a result of the 2018 Purchase Agreement, the exercise price of the Series C Warrants was adjusted to $15.60. 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 (“Deemed Dividend J”). In addition, as a result of the 2018 Inducement Agreement, the exercise price of the Series C Warrants was further adjusted to $11.25 as a result of the Exercise Price Reduction discussed above.
Creditor Warrants
In the fourth quarter of 2017, the Company entered into Settlement Agreements with the Creditors pursuant to which the Company agreed to issue, to certain of its Creditors, 7,207 Creditor Warrants to purchase 7,207 shares of the Company’s common stock at an exercise price of $112.50 per share. The Creditor Warrants were issued in February 2018. See Note 4 – Convertible Notes.
Deemed Dividends
As discussed above, certain of our preferred stock and warrant issuances contain down round provisions which require us to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS.
There were no deemed dividends during the three months ended March 31, 2019. The following represents a summary of the dividends recorded for the three months ended March 31, 2018:
Amount Recorded
Deemed Dividends
(in thousands)
Dividends resulting from the 2018 Purchase Agreement
Deemed Dividend A
$
1,358
Deemed Dividend C
829
Deemed Dividend E
62
Deemed Dividend F
8
Deemed Dividend H
*
Deemed Dividend J
58
Dividends resulting from the 2018 Inducement Agreement
Deemed Dividend B
40
Deemed Dividend D
1,154
Deemed Dividend G
5
Deemed Dividend I
*
For the three months ended March 31, 2018
$
3,514
* Represents less than one thousand dollars

FAIR VALUE

FAIR VALUE3 Months Ended
Mar. 31, 2019
FAIR VALUE [Abstract]
FAIR VALUE9. 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 warrants issued in January 2016, of which, 357 warrants remain outstanding as of March 31, 2019.
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 1,347 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 – Accrued Expenses And Other Current Liabilities.
The 2016 Warrant Liability is considered a Level 3 financial instrument and was valued using the Monte Carlo methodology. As of March 31, 2019, assumptions and inputs used in the valuation of the 2016 Warrant Liability include: remaining life to maturity of 1.75 years; annual volatility of 142%; and a risk-free interest rate of 2.27%. As of December 31, 2018, assumptions and inputs used in the valuation of the 2016 Warrant Liability include: remaining life to maturity of two years; annual volatility of 176%; and a risk-free interest rate of 2.48%.
2018 Warrant Liabilities
During 2018, the Company issued 243,223 of April 2018 Warrants, 15,466 of Advisor Warrants, 196,337 of Q3 2018 Warrants and 300,114 of Q4 2018 Warrants. All of these warrants issuances were classified as warrant liabilities (the “2018 Warrant Liabilities”). See Note 4 - 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 March 31, 2019, assumptions used in the valuation of the 2018 Warrant Liabilities include: remaining life to maturity of 0.05 to 4.76 years; annual volatility of 97% to 163%; and risk free rate of 2.21% to 2.44%.
During the three months ended March 31, 2019 and 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 March 31, 2019
2016 Warrant
2018 Warrant
Total Warrant
Liability
Liabilities
Liabilities
Beginning balance at January 1
$
116
$
1,016
$
1,132
Total gain:
Revaluation recognized in earnings
(23)
(217)
(240)
Balance at March 31
$
93
$
799
$
892
Three Months Ended March 31, 2018
2016 Warrant
2018 Warrant
Total Warrant
Liability
Liabilities
Liabilities
Beginning balance at January 1
$
841
$

$
841
Total gain:
Revaluation recognized in earnings
(261)

(261)
Deductions – warrant liability settlement
(456)

(456)
Balance at March 31
$
124
$

$
124
Derivative Liabilities.
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 Bridge Note issuances, the Company recorded derivative instruments as liabilities with an initial fair value of approximately $0.3 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 - Convertible Notes for further discussion.
Conversion Option
The Company recorded derivative liabilities related to the Conversion Option of the Exchange Notes issued during 2018 with an initial fair value of approximately $0.4 million. The valuations were performed using the Monte Carlo methodology. See Note 4 - Convertible Notes for further discussion.
During the three months ended March 31, 2019, the change in the fair value of the derivative liabilities measured using significant unobservable inputs (Level 3) was comprised of the following:
(Dollars in thousands)
Three Months Ended March 31, 2019
Bridge Notes
Redemption
Conversion
Total Derivative
Feature
Option
Liabilities
Beginning balance at January 1
$
30
$
32
$
62
Deductions:

(39)
(39)
Total (gain) loss:
Revaluation recognized in earnings
(30)
7
(23)
Balance at March 31
$

$

$

There were no derivative liabilities in the first quarter of 2018.

EQUITY INCENTIVE PLAN

EQUITY INCENTIVE PLAN3 Months Ended
Mar. 31, 2019
EQUITY INCENTIVE PLAN [Abstract]
EQUITY INCENTIVE PLAN10. 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 44,444 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 2017 Plan to:
·
increase the aggregate number of shares authorized for issuance under the 2017 Plan by 359,300 shares to 403,744 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 66,666 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.
The Company accounts for all stock-based compensation payments to employees and directors, including grants of employee stock options, at fair value and expenses the benefit in operating expense in the condensed consolidated statements of operations over the service period of the awards. The Company records the expense for stock-based compensation awards subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates when the achievement of a performance-based milestone is probable based on the expected satisfaction of the performance conditions as of the reporting date. The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option pricing model, which requires various assumptions including estimating stock price volatility, expected life of the stock option, risk free interest rate and estimated forfeiture rate.
During the three months ended March 31, 2019, the Company granted stock options to purchase up to 276,700 shares of common stock at a weighted average exercise price of $2.25. 100,000 of the stock options granted during the three months ended March 31, 2019 were awards subject to performance-based milestone vesting and no expense was recorded for these options during the three months ended March 31, 2019.
The following table summarizes stock option activity under our plans during the three months ended March 31, 2019:
Number of
Weighted-Average
Options
Exercise Price
Outstanding at January 1, 2019
224,895
$
15.90
Granted
276,700
2.25
Forfeited
(3,333)
2.10
Outstanding at March 31, 2019
498,262
$
8.40
Exercisable at March 31, 2019
74,836
$
24.75
As of March 31, 2019, there were 392,398 options that were vested or expected to vest with an aggregate intrinsic value of zero and a remaining weighted average contractual life of 9.4 years.
During the three months ended March 31, 2018, there were 219,101 options granted with a weighted average exercise price of $10.65 and 196 options forfeited with a weighted average exercise price of $1,653.45.
For the three months ended March 31, 2019 and 2018, we recorded compensation expense for all stock awards of $0.2 million and $0.1 million, respectively, within operating expense in the accompanying statements of operations. As of March 31, 2019, the unrecognized compensation expense related to unvested stock awards was $2.3 million, which is expected to be recognized over a weighted-average period of 2.8 years.

SALES SERVICE REVENUE, NET AND

SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE3 Months Ended
Mar. 31, 2019
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE [Abstract]
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE11. SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE
ASC Topic 606, “Revenue from contracts with customers”
The Company follows the guidance of ASC 606 for the recognition of revenue from contracts with customers to transfer goods and services. 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.
Nature of Contracts and Customers
The Company’s contracts and related performance obligations are similar for its customers and the sales process for all customers starts 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 months ended March 31, 2019 and 2018 were as follows (prior-period amounts are not adjusted under the modified-retrospective method of adoption):
For the Three Months Ended March 31,
(dollars in thousands)
Diagnostic Testing
Biomarker Testing
Total
2019
2018
2019
2018
2019
2018
Medicaid
$
3
$
12
$

$

$
3
$
12
Medicare
394
134


394
134
Self-pay
4
26


4
26
Third party payers
356
131


356
131
Contract diagnostics


153
488
153
488
Service revenue, net
$
757
$
303
$
153
$
488
$
910
$
791
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 March 31, 2019 and December 31, 2018, the deferred revenue was $35,000 and $49,000, respectively.
Contractual Allowances and Adjustments
We are reimbursed by payers for services we provide. Payments for services covered by payers average less than billed charges. We monitor revenue and receivables from payers 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 payers. Accordingly, the total revenue and receivables reported in our condensed consolidated financial statements are recorded at the amounts expected to be received from these payers. 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 payer/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 payer class during the three months ended March 31, 2019 and 2018.
For the Three Months Ended March 31,
(dollars in thousands)
Contractual Allowances and
Revenues, net of Contractual
Gross Revenues
adjustments
Allowances and adjustments
2019
2018
2019
2018
2019
2018
Medicaid
$
3
$
15
$

$
(3)
$
3
$
12
Medicare
394
137

(3)
394
134
Self-pay
4
26


4
26
Third party payers
1,017
317
(661)
(186)
356
131
Contract diagnostics
153
488


153
488
1,571
983
(661)
(192)
910
791
Clinical research grants and other
7
5


7
5
$
1,578
$
988
$
(661)
$
(192)
$
917
$
796
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 months ended March 31, 2019 and 2018.
For the Three Months Ended March 31,
Revenues, net of
(dollars in thousands)
Contractual Allowances
Allowances for doubtful
and adjustments
accounts
Total
2019
2018
2019
2018
2019
2018
Medicaid
$
3
$
12
$
(3)
$
(11)
$

$
1
Medicare
394
134
(59)
(20)
335
114
Self-pay
4
26


4
26
Third party payers
356
131
(142)
(53)
214
78
Contract diagnostics
153
488


153
488
910
791
(204)
(84)
706
707
Clinical research grants and other
7
5


7
5
$
917
$
796
$
(204)
$
(84)
$
713
$
712
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:
(dollars in thousands)
March 31, 2019
December 31, 2018
Medicaid
$
81
$
82
Medicare
782
633
Self-pay
106
108
Third party payers
1,540
1,382
Contract diagnostic services
204
193
Other


$
2,713
$
2,398
Less allowance for doubtful accounts
(1,912)
(1,708)
Accounts receivable, net
$
801
$
690
The following table presents the roll-forward of the allowance for doubtful accounts for the three months ended March 31, 2019.
Allowance for
Doubtful
(dollars in thousands)
Accounts
Balance, January 1, 2019
$
(1,708)
Collection Allowance:
Medicaid
$
(3)
Medicare
(59)
Third party payers
(142)
Service revenue, net
(204)
Bad debt expense
$

Total charges
(204)
Balance, March 31, 2019
$
(1,912)

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS3 Months Ended
Mar. 31, 2019
Subsequent Events [Abstract]
SUBSEQUENT EVENTS12. SUBSEQUENT EVENTS
Convertible Notes
Through the issuance date of this Report on Form 10-Q, approximately $3.7 million of the total $4.1 million of convertible notes that were outstanding at March 31, 2019, plus interest, has been converted into a total of approximately 1,061,069 shares of common stock of the Company.
April 2019 Note Issuance.
On April 16, 2019, the Company entered into the Amendment No.2 Agreement amending and restating the terms of the 2018 Note Agreement (as first amended pursuant to the Amendment and Restatement dated November 29, 2018). The Amendment No. 2 Agreement provides for the issuance of up to approximately $989,011 of April 2019 Additional Notes and Warrants on substantially the same terms and conditions as the notes and warrants that were issued in connection with the original amendment and restatement. The April 2019 Additional Notes and Warrants shall be purchased no later than May 31, 2019, and were subscribed for by investors that previously participated in the 2018 Note Agreement. Upon issuance of the April 2019 Additional Notes, the Company will calculate any debt issuance costs, including possible beneficial conversion features, and record them as a reduction of the debt in its condensed consolidated balance sheet, similar to the Bridge Notes that the Company issued during 2018 (see Note 7 – Convertible Notes).
The conversion price of the April 2019 Additional Notes shall be equal to the greater of $3.75 or $0.75 above the closing bid price of our common stock on the date prior to the original issue date. In the event the notes are not paid in full prior to 180 days after the original issue date, the conversion price shall be equal to 80% of the lowest volume weighted average price (“VWAP”) in the 10 trading days prior to the date of the notice of conversion, but in no event below the floor price of $2.25.
On April 16, 2019, the initial closing of April 2019 Additional Notes provided the Company with approximately $900,000 of gross proceeds for the issuance of notes with an aggregate principal of approximately $989,011. As part of the transaction, the investors also received 146,520 warrants to purchase common stock of the Company exercisable at a price of $5.40 .
May 2019 Note Issuance.
On May 14, 2019, the Company entered into the May 2019 Note Agreement and May 2019 Transaction, pursuant to which the Company would issue up to approximately $1,098,901 in Senior Secured Convertible Promissory Notes along with warrants. The number of warrants is 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. The warrants have a five year term.The May 2019 Note Agreement includes customary representations, warranties and covenants by the Company and customary closing conditions.
The Transaction consists of a series of unregistered Senior Secured Convertible Notes (the “May 2019 Bridge Notes”), bearing interest at a rate of 8% annually and an original issue discount of 9%. The May 2019 Bridge Notes are convertible at a price of $7.12 per share, provided that (a) if the notes are not repaid within 180 days of the note’s issuance date or (b) upon a Registration Statement (as defined in the May 2019 Note Agreement) being declared effective, whichever occurs earlier, 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 $2.25 per share.
The closing of the May 2019 Transaction provided the Company with proceeds of $1,000,000, net of an original issue discount of 9% and before debt issuance costs, for the issuance of notes with an aggregate principal of $1,098,901.
The May 2019 Bridge Notes are payable by the Company on the earlier of (i) April 16, 2020 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 May 2019 Bridge Notes, including accrued but unpaid interest, all liquidated damages and all other amounts due under the May 2019 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 May 2019 Bridge Notes within 90 days of the initial closing, (ii) 110% if the Company exercises its right to redeem the May 2019 Bridge Notes within 180 days of the initial closing, or (iii) 115% if the Company exercises its right to redeem after 180 days from the initial closing.
The terms of the May 2019 Note Agreement also stipulate that upon written demand by one of the investors after August 22, 2019, 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 May 2019 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 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 May 2019 Bridge Notes (calculated on a daily basis) under the May 2019 Note Agreement.
The obligations under the May 2019 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 May 2019 Bridge Notes was approximately $98,901 and was recorded as a debt discount.
As part of the closing of the May 2019 Note Agreement, the investors received 154,343 warrants to purchase 154,343 shares of common stock of the Company (the “May 2019 Warrants”), exercisable at $9.56.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy)3 Months Ended
Mar. 31, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basis of PresentationBasis of Presentation.
The accompanying condensed consolidated financial statements are presented in conformity with GAAP. As required under GAAP, pursuant to the Reverse Stock Split , unless otherwise indicated, the Company has adjusted all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying condensed consolidated financial statements.
The condensed consolidated balance sheet as of December 31, 2018 was derived from our audited balance sheet as of that date. There has been no change in the balance sheet from December 31, 2018, except for the retroactive adjustment to reflect the Reverse Stock Split. The accompanying condensed consolidated financial statements as of and for the three months ended March 31, 2019 and 2018 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, 2018 contained in our Annual Report Form 10‑K, filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2019. The results of operations for the interim periods presented are not necessarily indicative of the results for fiscal year 2019.
Recent Accounting PronouncementsRecently Adopted Accounting Pronouncements.
In February 2016, the FASB issued ASU No. 2016‑02, Leases-Topic 842 . 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 was adopted effective January 1, 2019, using a modified retrospective transition, and thus did not adjust comparative periods. The new standard provides a number of optional practical expedients in transition. The Company has elected the “package of practical expedients”, which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight practical expedient. As a result of the adoption of Topic 842 the Company has recognized approximately $0.7 million of lease liabilities and corresponding right-of-use (“ROU”) assets in its condensed consolidated balance sheet on the date of initial application. See Note 7 – Leases for additional information.
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. The Company adopted this guidance on January 1, 2019. The adoption of this guidance was not material to our condensed consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted
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 condensed 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 condensed consolidated financial statements.
Loss Per ShareLoss 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 3,100,043 and 633,766 shares of our common stock have been excluded from the computation of diluted loss per share at March 31, 2019 and 2018, 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:
March 31,
2019
2018
Stock options
498,262
234,670
Warrants
917,563
394,919
Preferred stock
20,888
4,177
Convertible notes
1,663,330

Total
3,100,043
633,766

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)3 Months Ended
Mar. 31, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Outstanding Securities not Included in the Computation of Diluted Net LossThe following table summarizes the outstanding securities not included in the computation of diluted net loss per share:
March 31,
2019
2018
Stock options
498,262
234,670
Warrants
917,563
394,919
Preferred stock
20,888
4,177
Convertible notes
1,663,330

Total
3,100,043
633,766

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)3 Months Ended
Mar. 31, 2019
LONG-TERM DEBT [Abstract]
Schedule of debtDollars in Thousands
March 31, 2019
December 31, 2018
Department of Economic and Community Development (DECD)
$
267
$
274
DECD debt issuance costs
(27)
(28)
Financed insurance loan
102
204
September 2018 Settlement
57
66
Total long-term debt
399
516
Current portion of long-term debt
(161)
(263)
Long-term debt, net of current maturities
$
238
$
253

CONVERTIBLE NOTES (Tables)

CONVERTIBLE NOTES (Tables)3 Months Ended
Mar. 31, 2019
Debt Instrument [Line Items]
Schedule of debtDollars in Thousands
March 31, 2019
December 31, 2018
Department of Economic and Community Development (DECD)
$
267
$
274
DECD debt issuance costs
(27)
(28)
Financed insurance loan
102
204
September 2018 Settlement
57
66
Total long-term debt
399
516
Current portion of long-term debt
(161)
(263)
Long-term debt, net of current maturities
$
238
$
253
Convertible Bridge Loan
Debt Instrument [Line Items]
Summary of change in Bridge Note debt discounts and debt premiums(Dollars in thousands)
2019
Debt Discounts
Debt Premiums
Beginning balance at January 1
$
1,111
$
647
Deductions:
Amortization/accretion (1)
(58)
(160)
Write-off related to note conversions (2)

(396)
Balance at March 31
$
1,053
$
91
(1)
Amortization/accretion is recognized as interest expense/income within the condensed consolidated statements of operations based on the effective interest method.
(2)
Write-offs associated with note conversions are recognized as an offset to additional paid-in capital at the time of the conversion.
Convertible promissory notes - Exchange Notes
Debt Instrument [Line Items]
Summary of change in Bridge Note debt discounts and debt premiums(Dollars in thousands)
2019
Beginning balance at January 1
$
83
Deductions:
Amortization (1)
(2)
Write-off related to note conversions (2)
(81)
Balance at March 31
$

(1)
Amortization is recognized as interest expense within the condensed consolidated statements of operations based on the effective interest method.
(2)
Write-offs associated with note conversions are recognized as an offset to additional paid-in capital at the time of the conversion.
Convertible Debt [Member]
Debt Instrument [Line Items]
Schedule of debtDollars in Thousands
March 31, 2019
December 31, 2018
Convertible bridge notes
$
2,170
$
4,294
Convertible bridge notes discount and debt issuance costs
(1,053)
(1,111)
Convertible bridge notes premiums
91
647
Convertible promissory notes - Exchange Notes

630
Convertible promissory notes - Exchange notes debt issuance costs

(83)
Convertible promissory notes - Crede Note
1,450

Convertible promissory notes - Leviston Note
471

Total convertible notes
3,129
4,377
Current portion of convertible notes
(3,129)
(4,377)
Convertible notes, net of current maturities
$

$

ACCRUED EXPENSES AND OTHER CU_2

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)3 Months Ended
Mar. 31, 2019
Payables and Accruals [Abstract]
Accrued expenses(dollars in thousands)
March 31, 2019
December 31, 2018
Accrued expenses
$
1,365
$
1,583
Accrued compensation
187
118
Accrued interest
99
239
$
1,651
$
1,940
Other current liabilities(dollars in thousands)
March 31, 2019
December 31, 2018
Liability related to equity purchase agreement

460
Liability for settlement of equity instrument

1,450
$

$
1,910

LEASES (Tables)

LEASES (Tables)3 Months Ended
Mar. 31, 2019
Leases [Abstract]
Summary of balance sheet presentation of our operating and finance leases(dollars in thousands)
Classification on the Condensed Consolidated Balance Sheet
March 31, 2019
Assets:
Operating lease assets
Operating lease right-of-use assets
$
689
Finance lease assets
Property and equipment, net
208
Total lease assets
$
897
Liabilities:
Current:
Operating lease obligations
Current maturities of operating lease liabilities
$
221
Finance lease obligations
Current maturities of finance lease liabilities
58
Noncurrent:
Operating lease obligations
Operating lease liabilities, less current maturities
470
Finance lease obligations
Finance lease liabilities, less current maturities
140
Total lease liabilities
$
889
Summary of estimated future minimum lease payments for operating leases(dollars in thousands)
Operating Leases
Finance Leases
Total
Remainder of 2019
$
201
$
53
$
254
2020
242
46
288
2021
241
38
279
2022
47
32
79
2023
35
27
62
Thereafter
17
41
58
Total lease obligations
783
237
1,020
Less: Amount representing interest
(92)
(39)
(131)
Present value of net minimum lease obligations
691
198
889
Less, current portion
(221)
(58)
(279)
Long term portion
$
470
$
140
$
610
Summary of estimated future minimum lease payments for finance leasesAs of March 31, 2019, the estimated future minimum lease payments, excluding non-lease components, are as follows:
(dollars in thousands)
Operating Leases
Finance Leases
Total
Remainder of 2019
$
201
$
53
$
254
2020
242
46
288
2021
241
38
279
2022
47
32
79
2023
35
27
62
Thereafter
17
41
58
Total lease obligations
783
237
1,020
Less: Amount representing interest
(92)
(39)
(131)
Present value of net minimum lease obligations
691
198
889
Less, current portion
(221)
(58)
(279)
Long term portion
$
470
$
140
$
610
Schedule of other informationWeighted-average remaining lease term (years):
Operating leases
3.2
Finance leases
4.9
Weighted-average discount rate:
Operating leases
Finance leases

STOCKHOLDERS' EQUITY (Tables)

STOCKHOLDERS' EQUITY (Tables)3 Months Ended
Mar. 31, 2019
Stockholders' Equity Note [Abstract]
Schedule of stockholders' equity, including warrants and rightsThe following represents a summary of the warrants outstanding as of March 31, 2019:
Underlying
Exercise
Issue Year
Expiration
Shares
Price
Warrants Assumed in Merger
(1)
2014
April 2020
832
$
1,800.00
(2)
2015
February 2020
1,588
$
1,008.00
(3)
2015
December 2020
272
$
747.00
(4)
2016
January 2021
596
$
544.50
Warrants
(5)
2017
June 2022
2,540
$
41.25
(5)
2017
June 2022
500
$
7.50
(6)
2017
June 2022
6,095
$
105.00
(7)
2017
August 2022
32,000
$
2.25
(8)
2017
August 2022
4,000
$
46.88
(9)
2017
August 2022
47,995
$
150.00
(9)
2017
August 2022
9,101
$
7.50
(10)
2017
August 2022
16,664
$
2.25
(10)
2017
August 2022
7,335
$
2.25
(11)
2017
October 2022
666
$
2.25
(12)
2017
May 2023
25,037
$
2.25
(13)
2018
October 2022
7,207
$
112.50
(14)
2018
April 2019
121,611
$
7.50
(14)
2018
April 2023
121,611
$
7.50
(15)
2018
October 2022
15,466
$
11.25
(16)
2018
July 2019
25,501
$
7.50
(16)
2018
July 2023
25,501
$
7.50
(16)
2018
August 2019
36,333
$
7.50
(16)
2018
August 2023
36,333
$
7.50
(16)
2018
September 2019
36,333
$
7.50
(16)
2018
September 2023
36,333
$
7.50
(17)
2018
November 2023
138,941
$
5.40
(17)
2018
December 2023
161,172
$
5.40
917,563
(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, 2019, 357 warrants are recorded as a liability, See Note 9 – Fair Value for further discussion, and 238 are treated as equity.
(5)
These warrants were issued in connection with a June 2017 merger transaction (the “Merger”).
(6)
These warrants were issued in connection with the Merger.
(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.
(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.
(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.
(15)
These warrants were issued in connection with the 2018 Note Agreement.
(16)
These warrants were issued in connection with the 2018 Note Agreement.
(17)
These warrants were issued in connection with the 2018 Note Agreement and subsequent Amendment Agreement.
Summary of dividends recordedThe following represents a summary of the dividends recorded for the three months ended March 31, 2018:
Amount Recorded
Deemed Dividends
(in thousands)
Dividends resulting from the 2018 Purchase Agreement
Deemed Dividend A
$
1,358
Deemed Dividend C
829
Deemed Dividend E
62
Deemed Dividend F
8
Deemed Dividend H
*
Deemed Dividend J
58
Dividends resulting from the 2018 Inducement Agreement
Deemed Dividend B
40
Deemed Dividend D
1,154
Deemed Dividend G
5
Deemed Dividend I
*
For the three months ended March 31, 2018
$
3,514
* Represents less than one thousand dollars

FAIR VALUE (Tables)

FAIR VALUE (Tables)3 Months Ended
Mar. 31, 2019
FAIR VALUE [Abstract]
Schedule of Changes in Fair Value of LiabilityDollars in Thousands
Three Months Ended March 31, 2019
2016 Warrant
2018 Warrant
Total Warrant
Liability
Liabilities
Liabilities
Beginning balance at January 1
$
116
$
1,016
$
1,132
Total gain:
Revaluation recognized in earnings
(23)
(217)
(240)
Balance at March 31
$
93
$
799
$
892
Three Months Ended March 31, 2018
2016 Warrant
2018 Warrant
Total Warrant
Liability
Liabilities
Liabilities
Beginning balance at January 1
$
841
$

$
841
Total gain:
Revaluation recognized in earnings
(261)

(261)
Deductions – warrant liability settlement
(456)

(456)
Balance at March 31
$
124
$

$
124
Schedule of Change in the Fair Value of the Derivative Liabilities(Dollars in thousands)
Three Months Ended March 31, 2019
Bridge Notes
Redemption
Conversion
Total Derivative
Feature
Option
Liabilities
Beginning balance at January 1
$
30
$
32
$
62
Deductions:

(39)
(39)
Total (gain) loss:
Revaluation recognized in earnings
(30)
7
(23)
Balance at March 31
$

$

$

EQUITY INCENTIVE PLAN (Tables)

EQUITY INCENTIVE PLAN (Tables)3 Months Ended
Mar. 31, 2019
EQUITY INCENTIVE PLAN [Abstract]
Summary of stock option activityNumber of
Weighted-Average
Options
Exercise Price
Outstanding at January 1, 2019
224,895
$
15.90
Granted
276,700
2.25
Forfeited
(3,333)
2.10
Outstanding at March 31, 2019
498,262
$
8.40
Exercisable at March 31, 2019
74,836
$
24.75

SALES SERVICE REVENUE, NET AN_2

SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Tables)3 Months Ended
Mar. 31, 2019
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE [Abstract]
Schedule of Net RevenuesFor the Three Months Ended March 31,
(dollars in thousands)
Diagnostic Testing
Biomarker Testing
Total
2019
2018
2019
2018
2019
2018
Medicaid
$
3
$
12
$

$

$
3
$
12
Medicare
394
134


394
134
Self-pay
4
26


4
26
Third party payers
356
131


356
131
Contract diagnostics


153
488
153
488
Service revenue, net
$
757
$
303
$
153
$
488
$
910
$
791
Schedule of Gross to Net Sales AdjustmentsFor the Three Months Ended March 31,
(dollars in thousands)
Contractual Allowances and
Revenues, net of Contractual
Gross Revenues
adjustments
Allowances and adjustments
2019
2018
2019
2018
2019
2018
Medicaid
$
3
$
15
$

$
(3)
$
3
$
12
Medicare
394
137

(3)
394
134
Self-pay
4
26


4
26
Third party payers
1,017
317
(661)
(186)
356
131
Contract diagnostics
153
488


153
488
1,571
983
(661)
(192)
910
791
Clinical research grants and other
7
5


7
5
$
1,578
$
988
$
(661)
$
(192)
$
917
$
796
Schedule of Reported Revenues Net of Collection Allowance [Table Text Block]For the Three Months Ended March 31,
Revenues, net of
(dollars in thousands)
Contractual Allowances
Allowances for doubtful
and adjustments
accounts
Total
2019
2018
2019
2018
2019
2018
Medicaid
$
3
$
12
$
(3)
$
(11)
$

$
1
Medicare
394
134
(59)
(20)
335
114
Self-pay
4
26


4
26
Third party payers
356
131
(142)
(53)
214
78
Contract diagnostics
153
488


153
488
910
791
(204)
(84)
706
707
Clinical research grants and other
7
5


7
5
$
917
$
796
$
(204)
$
(84)
$
713
$
712
Schedule of Receivables(dollars in thousands)
March 31, 2019
December 31, 2018
Medicaid
$
81
$
82
Medicare
782
633
Self-pay
106
108
Third party payers
1,540
1,382
Contract diagnostic services
204
193
Other


$
2,713
$
2,398
Less allowance for doubtful accounts
(1,912)
(1,708)
Accounts receivable, net
$
801
$
690
Schedule of Allowance for Doubtful AccountsAllowance for
Doubtful
(dollars in thousands)
Accounts
Balance, January 1, 2019
$
(1,708)
Collection Allowance:
Medicaid
$
(3)
Medicare
(59)
Third party payers
(142)
Service revenue, net
(204)
Bad debt expense
$

Total charges
(204)
Balance, March 31, 2019
$
(1,912)

BUSINESS DESCRIPTION (Narrative

BUSINESS DESCRIPTION (Narrative) (Details)May 14, 2019USD ($)Apr. 30, 2019USD ($)sharesApr. 25, 2019Apr. 16, 2019USD ($)Jan. 15, 2019USD ($)Sep. 07, 2018USD ($)sharesApr. 30, 2019USD ($)sharesMar. 31, 2019USD ($)sharesDec. 31, 2018USD ($)sharesMar. 31, 2018USD ($)
Business Acquisition [Line Items]
Accumulated Net Income (Loss) $ 1,700,000
Working deficiency(8,500,000)
Net cash used in operating activities(1,879,000) $ (1,145,000)
Proceeds from issuance of common stock1,726,000 $ 618,000
Proceeds from issuance of debt $ 250,000
Lincoln Park [Member]
Business Acquisition [Line Items]
Value of shares issued $ 10,000,000
Shares sold in offering (in shares) | shares758,076 328,590
Proceeds from issuance of common stock $ 1,700,000 $ 1,400,000
Lincoln Park [Member] | Maximum
Business Acquisition [Line Items]
Value of shares issued $ 1,000,000 $ 10,000,000
Shares sold in offering (in shares) | shares30,000
Crede Note
Business Acquisition [Line Items]
Proceeds from issuance of common stock $ 4,000,000
Subsequent Events
Business Acquisition [Line Items]
Reverse stock split15
Subsequent Events | April 2019 Additional Notes and Warrants [Member] | Amendment No. 2 Agreement
Business Acquisition [Line Items]
Proceeds from issuance of debt $ 989,011
Subsequent Events | Additional Notes | Amendment No. 2 Agreement
Business Acquisition [Line Items]
Proceeds from issuance of debt900,000
Aggregate principal $ 989,011
Subsequent Events | Lincoln Park [Member]
Business Acquisition [Line Items]
Shares sold in offering (in shares) | shares328,590 240,000
Proceeds from issuance of common stock $ 1,400,000 $ 700,000
Senior Secured Convertible Promissory Notes | Subsequent Events | Securities purchase agreement
Business Acquisition [Line Items]
Proceeds from issuance of debt $ 1,000,000
Debt issued $ 1,098,901 $ 989,011 $ 989,011

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Recent Accounting Pronouncements) (Details) - USD ($)Mar. 31, 2019Jan. 01, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Lease liabilities $ 691,000 $ 750,000
Right-of-use assets $ 689,000 750,000
ASU 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Lease liabilities700,000
Right-of-use assets $ 700,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Outstanding Securities not Included in the Computation of Diluted Net Loss) (Details) - shares3 Months Ended
Mar. 31, 2019Mar. 31, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities not included in the computation of diluted net loss per share3,100,043 633,766
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities not included in the computation of diluted net loss per share498,262 234,670
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities not included in the computation of diluted net loss per share917,563 394,919
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 share20,888 4,177
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 share1,663,330

LONG-TERM DEBT (Schedule of Deb

LONG-TERM DEBT (Schedule of Debt) (Details) - USD ($) $ in ThousandsMar. 31, 2019Dec. 31, 2018
Debt Instrument [Line Items]
Total debt $ 399 $ 516
Current portion of long-term debt(161)(263)
Long-term debt, net of current maturities238 253
Department of Economic and Community Development (DECD)
Debt Instrument [Line Items]
Total debt267 274
Debt issuance cost(27)(28)
Financed Insurance Loan [Member]
Debt Instrument [Line Items]
Total debt102 204
Convertible Debt [Member]
Debt Instrument [Line Items]
Current portion of long-term debt(3,129)(4,377)
Long-term debt, net of current maturities0 0
Convertible Debt [Member] | Convertible bridge notes
Debt Instrument [Line Items]
Debt issuance cost(1,053)(1,111)
Settlement Agreement [Member]
Debt Instrument [Line Items]
Total debt $ 57 $ 66

LONG-TERM DEBT (Department of E

LONG-TERM DEBT (Department of Economic and Community Development) (Details) - USD ($)Jan. 08, 2018Mar. 31, 2019Mar. 31, 2018Jan. 02, 2019Dec. 31, 2018
Debt Instrument [Line Items]
Proceeds from long-term debt $ 300,000
Interest rate (as a percent)8.00%
Service revenue, net $ 917,000 796,000
Total debt399,000 $ 516,000
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
Debt instrument, term10 years
Debt instrument, maturity dateDec. 31,
2027
Interest rate (as a percent)3.25%
Total debt267,000 274,000
Term loan | Department of Economic and Community Development (DECD)
Debt Instrument [Line Items]
Proceeds from long-term debt $ 300,000
Debt issuance costs, net $ 31,000 27,000 $ 28,000
Amortization of debt issuance cost1,000 $ 1,000
20193,000
20203,000
20213,000
20223,000
2023 $ 3,000

LONG-TERM DEBT (Financed Insura

LONG-TERM DEBT (Financed Insurance Loan) (Details) - USD ($)3 Months Ended
Mar. 31, 2019Jan. 02, 2019Dec. 31, 2018Jul. 31, 2018Jul. 31, 2017
Debt Instrument [Line Items]
Interest rate (as a percent)8.00%
Total debt $ 399,000 $ 516,000
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%
Maturity dateJun. 1,
2019
Total debt $ 102,000 $ 204,000

LONG-TERM DEBT (Settlement Agre

LONG-TERM DEBT (Settlement Agreement) (Details) - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2019Jan. 02, 2019Dec. 31, 2018Sep. 21, 2018Dec. 31, 2017
Debt Instrument [Line Items]
Interest rate (as a percent)8.00%
Total debt $ 399 $ 516
Settlement Agreements
Debt Instrument [Line Items]
Total debt $ 3,200
Settlement Agreement [Member]
Debt Instrument [Line Items]
Total debt $ 57 66
Settlement Agreement [Member] | Settlement Agreements
Debt Instrument [Line Items]
Frequency of periodic paymentmonthly
Debt instrument, term2 years
Date of first required paymentNov. 1,
2018
Maturity dateNov. 1,
2020
Debt instrument, face amount $ 100
Interest rate (as a percent)10.00%
Total debt $ 100 $ 100

CONVERTIBLE NOTES (Details)

CONVERTIBLE NOTES (Details) - USD ($) $ in ThousandsMar. 31, 2019Dec. 31, 2018
Debt Instrument [Line Items]
Convertible bridge notes premiums $ 900
Current portion of long-term debt $ (161)(263)
Long-term debt, net of current maturities238 253
Convertible Debt [Member]
Debt Instrument [Line Items]
Convertible notes3,129 4,377
Current portion of long-term debt(3,129)(4,377)
Long-term debt, net of current maturities0 0
Convertible bridge notes | Convertible Debt [Member]
Debt Instrument [Line Items]
Convertible notes2,170 4,294
Debt issuance cost(1,053)(1,111)
Convertible bridge notes premiums91 647
Convertible promissory notes - Exchange Notes | Convertible Debt [Member]
Debt Instrument [Line Items]
Convertible notes630
Debt issuance cost $ (83)
Crede Note | Convertible Debt [Member]
Debt Instrument [Line Items]
Convertible notes1,450
Leviston Note | Convertible Debt [Member]
Debt Instrument [Line Items]
Convertible notes $ 471

CONVERTIBLE NOTES - Bridge Note

CONVERTIBLE NOTES - Bridge Notes (Details)Feb. 12, 2019USD ($)sharesNov. 29, 2018USD ($)D$ / sharessharesSep. 17, 2018USD ($)Apr. 20, 2018USD ($)Apr. 30, 2018USD ($)$ / sharessharesMar. 31, 2019USD ($)item$ / sharessharesDec. 31, 2018USD ($)itemsharesSep. 30, 2018USD ($)item$ / sharessharesMar. 31, 2018USD ($)Dec. 31, 2018USD ($)sharesJan. 02, 2019Sep. 20, 2018$ / sharesSep. 19, 2018$ / sharesJul. 31, 2018USD ($)Jun. 30, 2018USD ($)Aug. 31, 2017$ / shares
Debt Instrument [Line Items]
Interest rate (as a percent)8.00%
Proceeds from issuance of debt $ 250,000
Total debt399,000 $ 516,000 $ 516,000
Warrant revaluation and modification(240,000) $ (261,000)
Derivative liability from debt discount $ 400,000
Derivative asset (liability)0 $ 62,000
Debt premium on debt $ 900,000 900,000
Warrant liability canceled due to settlement of equity instruments $ 456,000
Number of shares converted from debt instrument (in shares) | shares120,983 93,333
Conversion of convertible debt plus interest into common stock $ 1,900,000 $ 200,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares917,563
Wrote-off of debt discount with an offset to additional paid in capital $ (315,000)
Write-off debt derivative liability in conjunction with convertible note conversions39,000
Long-term debt, net of current maturities238,000 $ 253,000 253,000
Bridge Notes Redemption Feature [Member]
Debt Instrument [Line Items]
Derivative asset (liability) $ 30,000
Maximum
Debt Instrument [Line Items]
Write-off debt derivative liability in conjunction with convertible note conversions $ 100,000
Convertible Promissory Note Warrants
Debt Instrument [Line Items]
Exercise price (in dollars per share) | $ / shares $ 21 $ 45
April 2018 Warrants, First Half
Debt Instrument [Line Items]
Class of Warrant or Right, Term5 years
April 2018 Warrants, Second Half
Debt Instrument [Line Items]
Class of Warrant or Right, Term1 year
April 2018 Warrants
Debt Instrument [Line Items]
Stock rights issued (in shares) | shares | shares243,223
Warrants, fair value $ 1,100,000
Exercise price (in dollars per share) | $ / shares $ 7.50 $ 11.25
Payments of financial advisor fees $ 116,000
Advisor fees as a percentage of proceeds7.00%
Advisor Warrants
Debt Instrument [Line Items]
Stock rights issued (in shares) | shares | shares15,466
Senior Secured Convertible Promissory Notes
Debt Instrument [Line Items]
Debt discount $ 400,000
Conversion of convertible debt plus interest into common stock $ 2,800,000
Debt instrument, term18 months
Quarter 3 2018 Warrants
Debt Instrument [Line Items]
Stock rights issued (in shares) | shares | shares196,337
Warrants, fair value $ 700,000
Quarter 4 2018 Warrants
Debt Instrument [Line Items]
Stock rights issued (in shares) | shares | shares300,114
Debt discounts written-off as a result of the extinguishment of certain Bridge Notes $ 15,000
2018 Note Agreement
Debt Instrument [Line Items]
Debt instrument, face amount $ 3,296,703
2018 Note Agreement | April 2018 Warrants
Debt Instrument [Line Items]
Conversion price per share | $ / shares $ 11.25
2018 Note Agreement | Advisor Warrants
Debt Instrument [Line Items]
Stock rights issued (in shares) | shares | shares15,466
Convertible Bridge Loan | Quarter 4 2018 Warrants
Debt Instrument [Line Items]
Warrants, fair value $ 700,000 $ 700,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares300,114 300,114
Quarter 3 2018 Bridge Notes
Debt Instrument [Line Items]
Derivative liability from debt discount100,000
April 2018 Bridge Notes
Debt Instrument [Line Items]
Number of additional drawdowns completed | item3
Derivative liability from debt discount $ 100,000
Quarter 4 2018 Bridge Notes
Debt Instrument [Line Items]
Total debt $ 1,400,000 $ 1,400,000
Debt discount and debt issuance costs as a reduction of the related debt1,100,000 1,100,000
Write off of debt premium with an offset to additional paid in capital500,000
Quarter 4 2018 Bridge Notes | Amendment Agreement
Debt Instrument [Line Items]
Proceeds from issuance of debt $ 1,100,000 300,000
Number of additional drawdowns completed | item2
Total debt $ 1,100,000 $ 1,200,000 1,200,000
Debt discount108,000,000 108,000,000
Convertible Debt [Member]
Debt Instrument [Line Items]
Debt, carrying amount $ 3,129,000 4,377,000 4,377,000
Number of shares converted from debt instrument (in shares) | shares1,061,069
Conversion of convertible debt plus interest into common stock $ 3,700,000
Long-term debt, net of current maturities $ 0 0 0
Convertible Debt [Member] | Convertible Bridge Loan
Debt Instrument [Line Items]
Interest rate (as a percent)8.00%
Discount percentage9.00%9.00%
Conversion threshold percentage of stock price trigger80.00%
Convertible debt, threshold consecutive trading days | item10
Conversion price per share | $ / shares $ 7.50
Repayment Period180 days
Proceeds from issuance of debt $ 1,300,000
Total debt1,500,000
Early repayment trigger, amount of gross proceeds7,000,000
Debt Instrument, Period To File Registration Statement30 days
Percentage per month charged as damages if registration statement not filed by deadline1.00%
Debt discount1,053,000 1,111,000 $ 164,000 1,111,000
Debt issuance costs, net $ 164,000
Beneficial conversion feature1,100,000
Debt, carrying amount $ 4,500,000
Debt premium on debt91,000 $ 647,000 $ 647,000
Number of shares converted from debt instrument (in shares) | shares1,112,762
Conversion of convertible debt plus interest into common stock $ 2,300,000
Amortization of debt discount58,000
Amortization of debt premium $ 160,000
Convertible Debt [Member] | Convertible Bridge Loan | Amendment Agreement
Debt Instrument [Line Items]
Conversion threshold percentage of stock price trigger80.00%
Convertible debt, threshold consecutive trading days | D10
Conversion price per share | $ / shares $ 0.75
Maximum borrowing amount $ 1,318,681
Floor price | $ / shares $ 2.25
Debt, carrying amount $ 3,300,000
Convertible Debt [Member] | Convertible Bridge Loan | Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage105.00%
Convertible Debt [Member] | Convertible Bridge Loan | Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage110.00%
Convertible Debt [Member] | Convertible Bridge Loan | Debt Instrument, Redemption, Period Three
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage115.00%
Convertible Debt [Member] | Convertible Bridge Loan | Minimum
Debt Instrument [Line Items]
Conversion price per share | $ / shares $ 4.50
Convertible Debt [Member] | Convertible Bridge Loan | Maximum
Debt Instrument [Line Items]
Debt instrument, term1 year
Convertible Debt [Member] | Convertible Bridge Loan | Maximum | Amendment Agreement
Debt Instrument [Line Items]
Conversion price per share | $ / shares $ 3.75
Convertible Debt [Member] | Quarter 3 2018 Bridge Notes
Debt Instrument [Line Items]
Discount percentage9.00%
Debt discount $ 133,000
Beneficial conversion feature $ 500,000
Convertible Debt [Member] | July 2018 Bridge Notes | Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Debt instrument, face amount $ 1.5
Convertible Debt [Member] | April 2018 Bridge Notes
Debt Instrument [Line Items]
Discount percentage9.00%
Proceeds from issuance of debt $ 1,660,000
Total debt $ 1,824,176
Convertible Debt [Member] | Quarter 4 2018 Bridge Notes
Debt Instrument [Line Items]
Number of shares converted from debt instrument (in shares) | shares1,019,430
Conversion of convertible debt plus interest into common stock $ 2,100,000

CONVERTIBLE NOTES (Bridge Note

CONVERTIBLE NOTES (Bridge Note debt discounts and debt premiums) (Details) $ in Thousands3 Months Ended
Mar. 31, 2019USD ($)
Debt premiums
Beginning balance $ 900
Convertible Debt [Member] | Convertible Bridge Loan
Debt discounts
Beginning balance1,111
Deductions: Amortization/accretion(58)
Ending balance1,053
Debt premiums
Beginning balance647
Deductions: Amortization/accretion(160)
Deductions: Write-off related to note conversions(396)
Ending balance $ 91

CONVERTIBLE NOTES (Convertible

CONVERTIBLE NOTES (Convertible Promissory Notes - Exchange Notes) (Details) - USD ($) $ / shares in Units, $ in ThousandsFeb. 12, 2019Sep. 17, 2018Mar. 31, 2019Dec. 31, 2018Mar. 31, 2018Dec. 31, 2017Feb. 28, 2018
Debt Instrument [Line Items]
Total debt $ 399 $ 516
Class of Warrant or Right, Number of Securities Called by Warrants or Rights917,563
Original debt amount $ 456
Conversion of convertible debt plus interest into common stock $ 1,900 $ 200
Number of shares converted from debt instrument (in shares)120,983 93,333
Creditor Warrants Relating to Secured Debt [Member]
Debt Instrument [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights7,207 7,207
Class of Warrant or Right, Exercise Price of Warrants or Rights $ 112.50
Senior Secured Convertible Promissory Notes
Debt Instrument [Line Items]
Debt instrument, term18 months
Conversion of convertible debt plus interest into common stock $ 2,800
Settlement Agreements
Debt Instrument [Line Items]
Total debt $ 3,200
Warrants and Rights Outstanding1,900
Secured Debt [Member]
Debt Instrument [Line Items]
Original debt amount $ 3,200
Debt Restructured6,300
Convertible Debt [Member]
Debt Instrument [Line Items]
Conversion of convertible debt plus interest into common stock $ 3,700
Number of shares converted from debt instrument (in shares)1,061,069
Convertible Debt [Member] | Convertible promissory notes - Exchange Notes
Debt Instrument [Line Items]
Conversion of convertible debt plus interest into common stock $ 600 $ 2,200 $ 2,800
Number of shares converted from debt instrument (in shares)155,351 291,562 446,913

CONVERTIBLE NOTES (Exchange Not

CONVERTIBLE NOTES (Exchange Note debt discounts) (Details) - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2019Dec. 31, 2018
Debt discounts
Write off of derivative liability $ 400
Offset by additional paid in capital $ 39
Maximum
Debt discounts
Offset by additional paid in capital100
Convertible promissory notes - Exchange Notes | Convertible Debt [Member]
Debt discounts
Beginning balance83
Deductions: Amortization/accretion(2)
Deductions: Write-off related to note conversions $ (81)
Ending balance $ 83

CONVERTIBLE NOTES (Convertibl_2

CONVERTIBLE NOTES (Convertible Promissory Notes) (Details) $ in ThousandsFeb. 12, 2019USD ($)sharesJan. 29, 2019USD ($)installmentsharesJan. 15, 2019USD ($)Feb. 09, 2018sharesMar. 31, 2019USD ($)sharesDec. 31, 2018USD ($)sharesMar. 31, 2018USD ($)Dec. 31, 2018USD ($)shares
Debt Instrument [Line Items]
Payments on notes $ 109 $ 116
Conversion of convertible debt plus interest into common stock $ 1,900 $ 200
Number of shares converted from debt instrument (in shares) | shares120,983 93,333
Long-term debt, net of current maturities238 $ 253 $ 253
Proceeds from issuance of common stock1,726 $ 618
Proceeds from issuance of debt250
Crede Note
Debt Instrument [Line Items]
Payments on notes0
Conversion of convertible debt plus interest into common stock0
Issuance of convertible notes $ 1,450
Conversion price based on closing bid price of common stock on the date prior to each conversion date (as a percent)90.00%
Proceeds from issuance of common stock $ 4,000
Beneficial Ownership Cap4.99%
Leviston Resources LLC
Debt Instrument [Line Items]
Conversion of convertible debt plus interest into common stock $ 200
Number of shares converted from debt instrument (in shares) | shares73,333 0
Long-term debt, net of current maturities $ 500
Beneficial Ownership Cap4.99%
New shares issued (in shares) | shares10,000 48,076
Percentage of daily average composite trading volume10.00%
Settled Litigation | Crede Note
Debt Instrument [Line Items]
Issuance of convertible notes $ 1,450
Settled Litigation | Leviston Resources LLC
Debt Instrument [Line Items]
Issuance of convertible notes $ 700
Number of equal monthly installments | installment14
Maximum | Crede Note
Debt Instrument [Line Items]
New shares issued (in shares) | shares10,000
Percentage of daily average composite trading volume10.00%
Maximum | Leviston Resources LLC
Debt Instrument [Line Items]
Payments on notes $ 100
Minimum | Settled Litigation
Debt Instrument [Line Items]
Proceeds from issuance of common stock $ 4,000

ACCRUED EXPENSES AND OTHER CU_3

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Accrued Expenses) (Details) - USD ($) $ in ThousandsMar. 31, 2019Dec. 31, 2018
Payables and Accruals [Abstract]
Accrued expenses $ 1,365 $ 1,583
Accrued compensation187 118
Accrued interest99 239
Accrued expenses $ 1,651 $ 1,940

ACCRUED EXPENSES AND OTHER CU_4

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Other Current Liabilities) (Details)Dec. 31, 2018USD ($)
Payables and Accruals [Abstract]
Liability related to equity purchase agreement $ 460,000
Liability for settlement of equity instrument1,450,000
Other Liabilities, Current, Total $ 1,910,000

ACCRUED EXPENSES AND OTHER CU_5

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Narrative) (Details) - USD ($)Mar. 12, 2018Mar. 31, 2019Mar. 31, 2018Dec. 31, 2018Jan. 29, 2019Jan. 15, 2019
Reduction in Certain Accrued Expense and Accounts Payable $ 200,000 $ 100,000
Common stock warrant liabilities892,000 $ 1,132,000
Gain in warrant revaluation200,000
Gain (loss) on settlement of equity instrments167,000 141,000
Proceeds from convertible notes250,000
Liability related to equity purchase agreement460,000
Other current liabilities
Liability related to equity purchase agreement500,000
Crede Note
Settlement liability $ 1,500,000 1,100,000
Warrants, fair value $ 400,000
Gain (loss) on settlement of equity instrments $ (400,000)
Issuance of convertible notes $ 1,450,000
Settled Litigation | Crede Note
Litigation Settlement, Amount Awarded to Other Party $ 1,925,000
Liability For Settlement Payment Period16 months
Settlement payable $ 400,000
Damages paid $ 500,000
Issuance of convertible notes $ 1,450,000
Settled Litigation | Leviston Resources LLC
Issuance of convertible notes $ 700,000
Settled Litigation | Leviston Resources LLC | Crede Note | Accrued expenses
Issuance of convertible notes $ 200,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Narrative) (Details) - USD ($)Apr. 02, 2019Jan. 02, 2019Mar. 21, 2018Mar. 31, 2019Dec. 31, 2018
Loss Contingencies [Line Items]
Interest rate (as a percent)8.00%
Accounts Payable
Loss Contingencies [Line Items]
Other Commitment $ 1,300,000 $ 1,500,000
Settlement Agreements
Loss Contingencies [Line Items]
Repayments of debt to service provider $ 600,000 200,000
Outstanding debt1,500,000
(Gain) loss on extinguishment of debt $ 900,000
XIFIN, Inc.
Loss Contingencies [Line Items]
Loss contingency, damages sought270,000
Loss contingency accrual100,000
CPA Global
Loss Contingencies [Line Items]
Loss contingency, damages sought200,000
Loss contingency accrual $ 100,000 $ 100,000
Bio-Rad Laboratories
Loss Contingencies [Line Items]
Litigation settlement in favor of other party, amount $ 39,000
Loss Contingency Accrual, Payments $ 39,000
Bio-Rad Laboratories | Subsequent Events
Loss Contingencies [Line Items]
Loss Contingency Accrual, Payments $ 0
Damages paid $ 39,000

LEASES - Narrative (Details)

LEASES - Narrative (Details)Jan. 01, 2019USD ($)itemMar. 31, 2019USD ($)
Lessee, Lease, Description [Line Items]
Right-of-use assets $ 750,000 $ 689,000
Lease liabilities $ 750,000 691,000
Operating leases72,000
Right-of-use assets obtained in exchange for lease obligations $ 750,000
Minimum
Lessee, Lease, Description [Line Items]
Facility leases | item1
Renewal term1 year
Maximum
Lessee, Lease, Description [Line Items]
Renewal term5 years
ASU 2016-02
Lessee, Lease, Description [Line Items]
Right-of-use assets $ 700,000
Lease liabilities700,000
Deferred rent6,000
Current prepaid expense6,000
Cumulative effect adjustment $ 0

LEASES - Operating and Financin

LEASES - Operating and Financing leases (Details) - USD ($)Mar. 31, 2019Jan. 01, 2019Dec. 31, 2018
Balance sheet presentation of our operating and financing leases
Operating lease right-of-use assets $ 689,000 $ 750,000
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]Operating lease right-of-use assets
Finance lease assets $ 208,000
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]Property, Plant and Equipment, Net
Total lease assets $ 897,000
Operating lease obligations, current $ 221,000
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]Operating lease obligations, current
Finance lease obligations $ 58,000 $ 57,000
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]Finance lease obligations
Operating lease liabilities, less current maturities $ 470,000
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]Operating lease liabilities, less current maturities
Finance lease liabilities, less current maturities $ 140,000 $ 155,000
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]Finance lease liabilities, less current maturities
Total lease liabilities $ 889,000

LEASES - Future Minimum Lease P

LEASES - Future Minimum Lease Payments (Details) - USD ($)Mar. 31, 2019Jan. 01, 2019Dec. 31, 2018
Operating leases, estimated future minimum lease payments
Remainder of 2019 $ 201,000
2020242,000
2021241,000
202247,000
202335,000
Thereafter17,000
Total lease obligations783,000
Less: Amount representing interest(92,000)
Present value of net minimum lease obligations691,000 $ 750,000
Less, current portion(221,000)
Long term portion470,000
Finance leases, estimated future minimum lease payments
Remainder of 201953,000
202046,000
202138,000
202232,000
202327,000
Thereafter41,000
Total lease obligations237,000
Less: Amount representing interest(39,000)
Finance Lease, Liability, Total198,000
Less, current portion(58,000) $ (57,000)
Long term portion140,000 $ 155,000
Remainder of 2019254,000
2020288,000
2021279,000
202279,000
202362,000
Thereafter58,000
Total lease obligations1,020,000
Less: Amount representing interest(131,000)
Total lease liabilities889,000
Less, current portion(279,000)
Long term portion $ 610,000

LEASES - Operating and Financ_2

LEASES - Operating and Financing Lease Cost (Details) - USD ($) $ in MillionsJan. 01, 2019Mar. 31, 2019
Lessee, Lease, Description [Line Items]
Operating lease costs $ 0.1
Finance leases, amortization expense and interest $ 0.1
Minimum
Lessee, Lease, Description [Line Items]
Renewal term1 year
Maximum
Lessee, Lease, Description [Line Items]
Renewal term5 years

LEASES - Other Information (Det

LEASES - Other Information (Details)3 Months Ended
Mar. 31, 2019
Leases [Abstract]
Operating leases (in years)3 years 2 months 12 days
Finance leases (in years)4 years 10 months 24 days
Operating leases discount rate8.00%
Finance leases discount rate7.25%

STOCKHOLDERS' EQUITY (Common St

STOCKHOLDERS' EQUITY (Common Stock, 2018 Purchase Agreement and LP Purchase Agreement) (Details)Apr. 30, 2019USD ($)sharesApr. 25, 2019Feb. 12, 2019USD ($)sharesJan. 29, 2019USD ($)sharesSep. 14, 2018sharesSep. 07, 2018USD ($)$ / sharessharesFeb. 09, 2018USD ($)$ / sharessharesFeb. 08, 2018USD ($)Jul. 31, 2017sharesApr. 30, 2019USD ($)sharesMar. 31, 2019USD ($)sharesDec. 31, 2018USD ($)sharesDec. 31, 2018USD ($)sharesMar. 31, 2018USD ($)sharesDec. 31, 2018USD ($)sharesJan. 01, 2019sharesDec. 20, 2018sharesSep. 06, 2018shares
Class of Stock [Line Items]
Common stock, shares authorized (in shares)150,000,000 150,000,000 150,000,000 150,000,000 250,000,000 150,000,000
Conversion of convertible notes into common stock (in shares)120,983 93,333
Common stock, shares outstanding (in shares)4,304,929 2,298,738 2,298,738 2,298,738 1,543,724
Issuance of common stock, net of issuance costs | $ $ 1,726,000 $ 618,000
Liability recorded related to equity purchase agreement repricing | $ $ 460,000
Liability related to equity purchase agreement | $ $ 460,000 $ 460,000 $ 460,000
Number of shares converted from debt instrument (in shares)120,983 93,333
Conversion of debt into stock | $ $ 1,900,000 $ 200,000
Liability for settlement of equity instrument | $1,450,000 1,450,000 1,450,000
Other current liabilities | $1,910,000 1,910,000 $ 1,910,000
Proceeds from exercise of warrants | $ $ 225,000
Common Stock
Class of Stock [Line Items]
Conversion of convertible notes into common stock (in shares)1,248,115 [1]20,000
Number of shares converted (in shares)[1](431,022)
Number of shares converted from debt instrument (in shares)1,248,115 [1]20,000
Warrant exercises in period20,000
Proceeds from exercise of warrants | $ $ 200,000
Leviston Resources LLC
Class of Stock [Line Items]
Proceeds from sale of stock | $ $ 750,000
Proceeds from Issuance of Private Placement | $ $ 750,000
Common Stock | Bridge Loan
Class of Stock [Line Items]
Conversion of convertible notes into common stock (in shares)23,999
Number of shares converted from debt instrument (in shares)23,999
Series B Preferred Stock
Class of Stock [Line Items]
Common stock issued on conversion of preferred shares208,000
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Number of shares converted (in shares)2,548
Common stock issued on conversion of preferred shares223,022 223,022
Stock Not Issued, Shares4,000
Preferred Class B
Class of Stock [Line Items]
Number of shares converted (in shares)2,340
Common stock issued on conversion of preferred shares208,000
Subsequent Events
Class of Stock [Line Items]
Reverse stock split15
Leviston Resources LLC
Class of Stock [Line Items]
Issuance costs | $ $ 132,000
Conversion of convertible notes into common stock (in shares)73,333 0
Issuance of common stock for consulting services in connection with the merger (in shares)11,380
New shares issued (in shares)10,000 48,076
Beneficial Ownership Cap4.99%
Equity Purchase Agreement | $ $ 8,000,000
Equity Purchase Agreement, Commitment Fee Percentage5.25%
Equity Purchase Agreement, Commitment Fee Installment Percentage1.75%
Share price (in dollars per share) | $ / shares $ 15.60
Stock Issued During Period, Shares, Issued for Services11,380
Stock Issued During Period, Value, Issued for Services | $ $ 140,000
Accruals for potential obligations to the Investor | $ $ 700,000 $ 700,000 $ 700,000
Number of shares converted from debt instrument (in shares)73,333 0
Conversion of debt into stock | $ $ 200,000
Leviston Resources LLC | Settled Litigation
Class of Stock [Line Items]
Issuance of convertible notes | $ $ 700,000
Lincoln Park [Member]
Class of Stock [Line Items]
New shares issued (in shares)466,666 40,000 1,000,000
Value of shares issued | $ $ 10,000,000
Maximum percentage of shares issued19.99%
Maximum number of shares issued308,590
Beneficial Ownership Cap4.99%
Shares sold in offering (in shares)758,076 328,590
Issuance of common stock, net of issuance costs | $ $ 1,700,000 $ 1,400,000
Share price (in dollars per share) | $ / shares $ 7.05
Lincoln Park [Member] | Subsequent Events
Class of Stock [Line Items]
Shares sold in offering (in shares)328,590 240,000
Issuance of common stock, net of issuance costs | $ $ 1,400,000 $ 700,000
Minimum | Settled Litigation
Class of Stock [Line Items]
Issuance of common stock, net of issuance costs | $ $ 4,000,000
Minimum | Lincoln Park [Member]
Class of Stock [Line Items]
Share price (in dollars per share) | $ / shares $ 1.50
Maximum | Lincoln Park [Member]
Class of Stock [Line Items]
Value of shares issued | $ $ 1,000,000 $ 10,000,000
Shares sold in offering based on market price36,666
Shares sold in offering (in shares)30,000
[1]The common stock shares and additional paid-in capital for all periods presented reflect the one-for fifteen reverse stock split which took effect on April 26, 2019.

STOCKHOLDERS' EQUITY (Preferred

STOCKHOLDERS' EQUITY (Preferred Stock) (Details) - sharesMar. 31, 2019Dec. 31, 2018
Stockholders' Equity Note [Abstract]
Preferred stock, shares authorized (in shares)15,000,000 15,000,000

STOCKHOLDERS' EQUITY (Series A

STOCKHOLDERS' EQUITY (Series A Senior Preferred Stock) (Details) - USD ($) $ / shares in Units, $ in MillionsFeb. 12, 2019Dec. 31, 2018Mar. 31, 2019
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
Number of shares converted from debt instrument (in shares)120,983 93,333
Conversion of convertible debt plus interest into common stock $ 1.9 $ 0.2
Preferred stock, shares outstanding (in shares)47 47
Preferred stock, shares issued (in shares)47 47

STOCKHOLDERS' EQUITY (Series B

STOCKHOLDERS' EQUITY (Series B Preferred Stock) (Details) - USD ($)1 Months Ended3 Months Ended
Aug. 31, 2017Mar. 31, 2019Mar. 31, 2018Dec. 31, 2018Feb. 28, 2018Dec. 31, 2017Nov. 30, 2017Aug. 25, 2017
Class of Stock [Line Items]
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 outstanding (in shares)47 47
Preferred stock, shares issued (in shares)47 47
Offering Warrants
Class of Stock [Line Items]
Stock rights issued (in shares)178,666
Exercise price (in dollars per share) $ 45 $ 11.25 $ 15.60 $ 21
Proceeds from issuance of warrants $ 0 $ 225,000
Preferred Class B
Class of Stock [Line Items]
Preferred stock, par value (in dollars per share) $ 0.01
Number of shares converted (in shares)2,340
Common stock issued on conversion of preferred shares208,000
Preferred stock, shares authorized (in shares)6,900 6,900
Preferred stock, shares outstanding (in shares)47
Preferred Stock, Liquidation Preference Per Share $ 1,000
2018 Inducement Agreement | Preferred Class B
Class of Stock [Line Items]
Conversion price (in dollars per share) $ 11.25 $ 15.60
2018 Inducement Agreement | Preferred Class B | Deemed Dividend B
Class of Stock [Line Items]
Beneficial conversion feature $ 40,000,000
2018 Purchase Agreement | Preferred Class B
Class of Stock [Line Items]
Conversion price (in dollars per share) $ 15.60 $ 21
2018 Purchase Agreement | Preferred Class B | Deemed Dividend A
Class of Stock [Line Items]
Beneficial conversion feature $ 1,400,000

STOCKHOLDERS' EQUITY (Series C

STOCKHOLDERS' EQUITY (Series C Preferred Stock) (Details) - USD ($) $ / shares in Units, $ in Millions3 Months Ended12 Months Ended
Mar. 31, 2019Mar. 31, 2018Dec. 31, 2018Nov. 06, 2017
Class of Stock [Line Items]
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 outstanding (in shares)47 47
Preferred stock, shares issued (in shares)47 47
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, par value (in dollars per share) $ 0.01
Number of shares converted (in shares)2,548
Preferred stock, shares authorized (in shares)2,748 2,748
Preferred stock, shares outstanding (in shares)0
Preferred stock, shares issued (in shares)0
Preferred Stock, Liquidation Preference Per Share $ 1,000
Common stock issued on conversion of preferred shares223,022 223,022
Placement Agreement | Series C Preferred Stock [Member]
Class of Stock [Line Items]
Conversion price (in dollars per share) $ 21
2018 Purchase Agreement | Series C Preferred Stock [Member]
Class of Stock [Line Items]
Conversion price (in dollars per share) $ 15.60
Beneficial conversion feature $ 0.8

STOCKHOLDERS' EQUITY (Preferr_2

STOCKHOLDERS' EQUITY (Preferred Stock Induced Conversions) (Details) - USD ($)Mar. 31, 2019Feb. 12, 2019Mar. 21, 2018Mar. 31, 2019Dec. 31, 2018
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)15,000,000 15,000,000 15,000,000
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01 $ 0.01
Number of shares converted from debt instrument (in shares)120,983 93,333
Conversion of convertible debt plus interest into common stock $ 1,900,000 $ 200,000
Warrants exercised20,000
Preferred stock, shares outstanding (in shares)47 47 47
Preferred stock, shares issued (in shares)47 47 47
Preferred Stock [Member]
Class of Stock [Line Items]
Shares not converted47
Preferred Stock [Member] | 2018 Inducement Agreement
Class of Stock [Line Items]
Conversion price (in dollars per share) $ 11.25
Exercise price (in dollars per share) $ 11.25 $ 11.25 $ 15.60
Warrants, fair value $ 1,200,000 $ 1,200,000
Convertible Preferred Stock [Member] | Preferred Stock Induced Conversions, First Investor [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Warrants or Rights Exercised44,444
Convertible Preferred Stock [Member] | Preferred Stock Induced Conversions, Second Investor [Member]
Class of Stock [Line Items]
Issuance of warrants in conjunction with issuance of side agreement $ 33,333

STOCKHOLDERS' EQUITY (Common _2

STOCKHOLDERS' EQUITY (Common Stock Warrants) (Details) - USD ($)Mar. 31, 2019Dec. 31, 2018
Stockholders' Equity Note [Abstract]
Underlying shares (in shares)917,563
Preferred stock, shares outstanding (in shares)47 47
Preferred stock issued, value

STOCKHOLDERS' EQUITY (Schedule

STOCKHOLDERS' EQUITY (Schedule of Warrants) (Details) - $ / sharesMar. 31, 2019Mar. 31, 2018
Class of Stock [Line Items]
Underlying shares (in shares)917,563
Warrants Assumed in Merger, Expiring April 2020 [Member]
Class of Stock [Line Items]
Underlying shares (in shares)832
Exercise price (in dollars per share) $ 1,800
Warrants Assumed in Merger, Expiring February 2020 [Member]
Class of Stock [Line Items]
Underlying shares (in shares)1,588
Exercise price (in dollars per share) $ 1,008
Warrants Assumed in Merger, Expiring December 2020 [Member]
Class of Stock [Line Items]
Underlying shares (in shares)272
Exercise price (in dollars per share) $ 747
Warrants Assumed in Merger, Expiring January 2021, Group A [Member]
Class of Stock [Line Items]
Underlying shares (in shares)596
Exercise price (in dollars per share) $ 544.50
Warrants outstanding (in shares)238
Warrants Not Assumed in Merger, Expiring June 2022, Group A [Member]
Class of Stock [Line Items]
Underlying shares (in shares)2,540
Exercise price (in dollars per share) $ 41.25
Warrants Not Assumed in Merger, Expiring June 2022, Group B [Member]
Class of Stock [Line Items]
Underlying shares (in shares)500
Exercise price (in dollars per share) $ 7.50
Warrants Not Assumed In Merger, Expiring June 2022 Group C [Member]
Class of Stock [Line Items]
Underlying shares (in shares)6,095
Exercise price (in dollars per share) $ 105
Warrants Not Assumed in Merger, Expiring August 2022, Group A [Member]
Class of Stock [Line Items]
Underlying shares (in shares)32,000
Exercise price (in dollars per share) $ 2.25
Warrants Not Assumed in Merger, Expiring August 2022, Group B [Member]
Class of Stock [Line Items]
Underlying shares (in shares)4,000
Exercise price (in dollars per share) $ 46.880
Warrants Not Assumed in Merger, Expiring August 2022, Group C [Member]
Class of Stock [Line Items]
Underlying shares (in shares)47,995
Exercise price (in dollars per share) $ 150
Warrants Not Assumed in Merger, Expiring August 2022, Group D [Member]
Class of Stock [Line Items]
Underlying shares (in shares)9,101
Exercise price (in dollars per share) $ 7.50
Warrants Not Assumed In Merger, Expiring August 2022 Group E [Member]
Class of Stock [Line Items]
Underlying shares (in shares)16,664
Exercise price (in dollars per share) $ 2.25
Warrants Not Assumed In Merger, Expiring August2022 Group F [Member]
Class of Stock [Line Items]
Underlying shares (in shares)7,335
Exercise price (in dollars per share) $ 2.25
Warrants Not Assumed in Merger, Expiring October 2022 Group A [Member]
Class of Stock [Line Items]
Underlying shares (in shares)666
Exercise price (in dollars per share) $ 2.25
Warrants Not Assumed in Merger, Expiring May 2023 [Member]
Class of Stock [Line Items]
Underlying shares (in shares)25,037
Exercise price (in dollars per share) $ 2.25
Warrants Not Assumed in Merger, Expiring October 2022 Group B [Member]
Class of Stock [Line Items]
Underlying shares (in shares)7,207
Exercise price (in dollars per share) $ 112.50
Warrants Not Assumed in Merger, Expiring April 2019 [Member]
Class of Stock [Line Items]
Underlying shares (in shares)121,611
Exercise price (in dollars per share) $ 7.50
Warrants Not Assumed in Merger, Expiring April 2023 [Member]
Class of Stock [Line Items]
Underlying shares (in shares)121,611
Exercise price (in dollars per share) $ 7.50
Warrants Not Assumed in Merger, Expiring October 2022 Group C [Member]
Class of Stock [Line Items]
Underlying shares (in shares)15,466
Exercise price (in dollars per share) $ 11.25
Warrants Not Assumed In Merger, Expiring July 2019 [Member]
Class of Stock [Line Items]
Underlying shares (in shares)25,501
Exercise price (in dollars per share) $ 7.50
Warrants Not Assumed In Merger, Expiring July 2023 [Member]
Class of Stock [Line Items]
Underlying shares (in shares)25,501
Exercise price (in dollars per share) $ 7.50
Warrants Not Assumed In Merger, Expiring August 2019 [Member]
Class of Stock [Line Items]
Underlying shares (in shares)36,333
Exercise price (in dollars per share) $ 7.50
Warrants Not Assumed In Merger, Expiring August 2023 [Member]
Class of Stock [Line Items]
Underlying shares (in shares)36,333
Exercise price (in dollars per share) $ 7.50
Warrants Not Assumed In Merger, Expiring September 2019 [Member]
Class of Stock [Line Items]
Underlying shares (in shares)36,333
Exercise price (in dollars per share) $ 7.50
Warrants Not Assumed In Merger, Expiring September 2023 [Member]
Class of Stock [Line Items]
Underlying shares (in shares)36,333
Exercise price (in dollars per share) $ 7.50
Warrants Not Assumed In Merger, Expiring November 2023 [Member]
Class of Stock [Line Items]
Underlying shares (in shares)138,941
Exercise price (in dollars per share) $ 5.40
Warrants Not Assumed In Merger, Expiring December 2023 [Member]
Class of Stock [Line Items]
Underlying shares (in shares)161,172
Exercise price (in dollars per share) $ 5.40
2016 Warrant Liability [Member]
Class of Stock [Line Items]
Warrants outstanding (in shares)357 357

STOCKHOLDERS' EQUITY (New Bridg

STOCKHOLDERS' EQUITY (New Bridge Warrants) (Details) - $ / sharesMar. 31, 2019Aug. 31, 2017
Class of Stock [Line Items]
Underlying shares (in shares)917,563
Bridge Loan | Common Stock
Class of Stock [Line Items]
Exercise price (in dollars per share) $ 21 $ 45

STOCKHOLDERS' EQUITY (Side Warr

STOCKHOLDERS' EQUITY (Side Warrants) (Details)Mar. 31, 2019shares
Class of Warrant or Right [Line Items]
Underlying shares (in shares)917,563

STOCKHOLDERS' EQUITY (Offering

STOCKHOLDERS' EQUITY (Offering Warrants) (Details) - USD ($)1 Months Ended3 Months Ended
Feb. 28, 2018Aug. 31, 2017Mar. 31, 2019Mar. 31, 2018Nov. 30, 2017
Class of Stock [Line Items]
Warrants exercised20,000
Common Stock
Class of Stock [Line Items]
Warrants and Rights Outstanding, Term5 years
Offering Warrants
Class of Stock [Line Items]
Stock rights issued (in shares)178,666
Exercise price (in dollars per share) $ 15.60 $ 45 $ 11.25 $ 21
Deemed dividend $ 62,000
Warrants exercised0 20,000
Proceeds from issuance of warrants $ 0 $ 225,000
Intrinsic value of warrants exercisable $ 0

STOCKHOLDERS' EQUITY (Represent

STOCKHOLDERS' EQUITY (Representative Warrants) (Details)Mar. 31, 2019shares
Equity [Abstract]
Underlying shares (in shares)917,563

STOCKHOLDERS' EQUITY (Series _2

STOCKHOLDERS' EQUITY (Series A Conversion Warrants) (Details)Mar. 31, 2019shares
Equity [Abstract]
Underlying shares (in shares)917,563

STOCKHOLDERS' EQUITY (Series _3

STOCKHOLDERS' EQUITY (Series C Warrants) (Details) - USD ($)1 Months Ended3 Months Ended
Feb. 28, 2018Mar. 31, 2019Mar. 31, 2018Nov. 30, 2017
Class of Stock [Line Items]
Underlying shares (in shares)917,563
Warrants exercised20,000
Series C Warrants [Member]
Class of Stock [Line Items]
Underlying shares (in shares)130,857
Exercise price (in dollars per share) $ 24.45
Warrants and Rights Outstanding, Term5 years
Percentage of outstanding shares owned threshold prior to exercise of warrants4.99%
Percentage of outstanding shares owned threshold after exercise of warrants9.99%
2018 Inducement Agreement
Class of Stock [Line Items]
Deemed dividend $ 3,514,000
2018 Purchase Agreement | Deemed Dividend J
Class of Stock [Line Items]
Deemed dividend $ 58,000
2018 Purchase Agreement | Series C Warrants [Member]
Class of Stock [Line Items]
Exercise price (in dollars per share) $ 15.60 $ 11.25
2018 Purchase Agreement | Series C Warrants [Member] | Deemed Dividend J
Class of Stock [Line Items]
Deemed dividend $ 58,000

STOCKHOLDERS' EQUITY (Convertib

STOCKHOLDERS' EQUITY (Convertible Promissory Note Warrants) (Details) - USD ($)3 Months Ended
Mar. 31, 2019Mar. 31, 2018Feb. 28, 2018Aug. 31, 2017
Convertible Promissory Note Warrants
Class of Stock [Line Items]
Exercise price (in dollars per share) $ 21 $ 45
2018 Inducement Agreement
Class of Stock [Line Items]
Deemed dividend $ 3,514,000
2018 Inducement Agreement | Convertible Promissory Note Warrants
Class of Stock [Line Items]
Exercise price (in dollars per share) $ 11.25
2018 Purchase Agreement | Convertible Promissory Note Warrants
Class of Stock [Line Items]
Exercise price (in dollars per share) $ 15.60
Maximum | 2018 Inducement Agreement | Convertible Promissory Note Warrants
Class of Stock [Line Items]
Deemed dividend $ 1,000
Maximum | 2018 Purchase Agreement | Convertible Promissory Note Warrants
Class of Stock [Line Items]
Deemed dividend $ 1,000

STOCKHOLDERS' EQUITY (Note Conv

STOCKHOLDERS' EQUITY (Note Conversion Warrants) (Details) - USD ($)Feb. 12, 2019Jul. 31, 2017Mar. 31, 2019Dec. 31, 2018Mar. 31, 2018Aug. 31, 2017
Class of Stock [Line Items]
Conversion of debt into stock $ 1,900,000 $ 200,000
Conversion of convertible notes into common stock (in shares)120,983 93,333
2018 Inducement Agreement
Class of Stock [Line Items]
Deemed dividend $ 3,514,000
2018 Inducement Agreement | Deemed Dividend G
Class of Stock [Line Items]
Deemed dividend5,000
2018 Purchase Agreement | Deemed Dividend J
Class of Stock [Line Items]
Deemed dividend58,000
2018 Purchase Agreement | Deemed Dividend F
Class of Stock [Line Items]
Deemed dividend $ 8,000
Bridge Loan | 2018 Inducement Agreement | Deemed Dividend G
Class of Stock [Line Items]
Deemed dividend $ 5,000
Bridge Loan | 2018 Purchase Agreement | Deemed Dividend F
Class of Stock [Line Items]
Deemed dividend $ 8,000
Bridge Loan | Common Stock
Class of Stock [Line Items]
Conversion of convertible notes into common stock (in shares)23,999
Exercise price (in dollars per share) $ 21 $ 45
Bridge Loan | Common Stock | 2018 Inducement Agreement
Class of Stock [Line Items]
Exercise price (in dollars per share)11.25
Bridge Loan | Common Stock | 2018 Purchase Agreement
Class of Stock [Line Items]
Exercise price (in dollars per share) $ 15.60

STOCKHOLDERS' EQUITY (Remaining

STOCKHOLDERS' EQUITY (Remaining Warrants) (Details) - USD ($) $ / shares in Units, $ in MillionsApr. 20, 2018Apr. 30, 2018Dec. 31, 2018Sep. 30, 2018Mar. 31, 2019Sep. 20, 2018Sep. 19, 2018Feb. 28, 2018Dec. 31, 2017
Class of Stock [Line Items]
Class of warrant, number of securities called by warrants917,563
Creditor Warrants Relating to Secured Debt [Member]
Class of Stock [Line Items]
Class of warrant, number of securities called by warrants7,207 7,207
Exercise price (in dollars per share) $ 112.50
April 2018 Warrants
Class of Stock [Line Items]
Stock rights issued (in shares)243,223
Exercise price (in dollars per share) $ 7.50 $ 11.25
Warrants, fair value $ 1.1
April 2018 Warrants, First Half
Class of Stock [Line Items]
Class of warrant or right, term5 years
April 2018 Warrants, Second Half
Class of Stock [Line Items]
Class of warrant or right, term1 year
Advisor Warrants
Class of Stock [Line Items]
Stock rights issued (in shares)15,466
Quarter 3 2018 Warrants
Class of Stock [Line Items]
Stock rights issued (in shares)196,337
Warrants, fair value $ 0.7
Warrants Not Assumed In Merger, Expiring November 2023 [Member]
Class of Stock [Line Items]
Class of warrant, number of securities called by warrants138,941
Exercise price (in dollars per share) $ 5.40
Warrants Not Assumed In Merger, Expiring December 2023 [Member]
Class of Stock [Line Items]
Class of warrant, number of securities called by warrants161,172
Exercise price (in dollars per share) $ 5.40
Quarter 4 2018 Warrants
Class of Stock [Line Items]
Stock rights issued (in shares)300,114
2018 Note Agreement | Advisor Warrants
Class of Stock [Line Items]
Stock rights issued (in shares)15,466

STOCKHOLDERS; EQUITY (Deemed Di

STOCKHOLDERS; EQUITY (Deemed Dividends) (Details) $ in Thousands3 Months Ended
Mar. 31, 2018USD ($)
2018 Purchase Agreement | Deemed Dividend A
Class of Stock [Line Items]
Amount Recorded $ 1,358
2018 Purchase Agreement | Deemed Dividend E
Class of Stock [Line Items]
Amount Recorded62
2018 Purchase Agreement | Deemed Dividend J
Class of Stock [Line Items]
Amount Recorded58
2018 Purchase Agreement | Deemed Dividend F
Class of Stock [Line Items]
Amount Recorded8
2018 Purchase Agreement | Deemed Dividend C
Class of Stock [Line Items]
Amount Recorded829
2018 Inducement Agreement
Class of Stock [Line Items]
Amount Recorded3,514
2018 Inducement Agreement | Deemed Dividend G
Class of Stock [Line Items]
Amount Recorded5
2018 Inducement Agreement | Deemed Dividend B
Class of Stock [Line Items]
Amount Recorded40
2018 Inducement Agreement | Deemed Dividend D
Class of Stock [Line Items]
Amount Recorded $ 1,154

FAIR VALUE (Narratives) (Detail

FAIR VALUE (Narratives) (Details) $ in Thousands1 Months Ended3 Months Ended12 Months Ended
Apr. 30, 2018USD ($)sharesMar. 31, 2019USD ($)YsharesDec. 31, 2018YsharesSep. 30, 2018USD ($)sharesDec. 31, 2018USD ($)YJun. 30, 2018USD ($)Mar. 31, 2018USD ($)shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability from debt discount $ 400
Derivative asset (liability) $ 62 $ 0
Bridge Notes Redemption Feature [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset (liability)30
Conversion Option [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset (liability) $ 32
Quarter 3 2018 Bridge Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability from debt discount $ 100
April 2018 Bridge Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities $ 300
Derivative liability from debt discount $ 100
2016 Warrant Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants outstanding (in shares) | shares357 357
(Decrease) in warrant liability $ (400) $ (400)
Warrants canceled in settlement agreement | shares1,347
Debt settlement $ 456
Measurement Input, Price Volatility [Member] | 2016 Warrant Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input142
Measurement Input, Risk Free Interest Rate [Member] | 2016 Warrant Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input2.27
Measurement Input, Expected Term [Member] | 2016 Warrant Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input | Y1.75
April 2018 Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Stock rights issued (in shares) | shares243,223
Advisor Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Stock rights issued (in shares) | shares15,466
Quarter 3 2018 Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Stock rights issued (in shares) | shares196,337
Quarter 4 2018 Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Stock rights issued (in shares) | shares300,114
Quarter 4 2018 Warrants | Measurement Input, Price Volatility [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input176 176
Quarter 4 2018 Warrants | Measurement Input, Risk Free Interest Rate [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input2.482.48
Quarter 4 2018 Warrants | Measurement Input, Expected Term [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input | Y2 2
Minimum | April 2018 Warrants | Measurement Input, Price Volatility [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input97
Minimum | April 2018 Warrants | Measurement Input, Risk Free Interest Rate [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input2.21
Minimum | April 2018 Warrants | Measurement Input, Expected Term [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input | Y0.05
Maximum | April 2018 Warrants | Measurement Input, Price Volatility [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input163
Maximum | April 2018 Warrants | Measurement Input, Risk Free Interest Rate [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input2.44
Maximum | April 2018 Warrants | Measurement Input, Expected Term [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input | Y4.76

FAIR VALUE (Schedule of Changes

FAIR VALUE (Schedule of Changes in Fair Value of Liability) (Details) - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2019Mar. 31, 2018
Warrant Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance $ 1,132 $ 841
Total (gains) or losses:
Revaluation recognized in earnings(240)(261)
Deductions - warrant liability settlement(456)
Balance at end of period892 124
2016 Warrant Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance116 841
Total (gains) or losses:
Revaluation recognized in earnings(23)(261)
Deductions - warrant liability settlement(456)
Balance at end of period93 $ 124
2018 Warrant Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance1,016
Total (gains) or losses:
Revaluation recognized in earnings(217)
Balance at end of period $ 799

FAIR VALUE (Schedule of Chang_2

FAIR VALUE (Schedule of Changes in Fair Value of Derivative Liabilities) (Details) $ in Thousands3 Months Ended
Mar. 31, 2019USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Deductions $ (39)
Total (gains) or losses:
Revaluation recognized in earnings(23)
Bridge Notes Redemption Feature [Member]
Total (gains) or losses:
Revaluation recognized in earnings(30)
Conversion Option [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Deductions(39)
Total (gains) or losses:
Revaluation recognized in earnings $ 7

EQUITY INCENTIVE PLAN (Narrativ

EQUITY INCENTIVE PLAN (Narrative) (Details) - USD ($)1 Months Ended3 Months Ended
Jan. 31, 2018Mar. 31, 2019Mar. 31, 2018Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation $ 200,000 $ 100,000
Unrecognized compensation expense related to unvested stock awards $ 2,300,000
Unvested stock options, unrecognized compensation expense weighted average recognition period2 years 9 months 18 days
Accrued expenses $ 1,365,000 $ 1,583,000
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options, expected to vest, outstanding (in shares)392,398
Stock options, expected to vest, outstanding, aggregate intrinsic value $ 0
Stock options, expected to vest remaining contractual term9 years 4 months 24 days
Stock Options [Member] | Performance-based milestone vesting
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation $ 0
Equity Incentive Plan 2017 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares authorized359,300
Number of shares authorized403,744
Maximum number of shares per employee66,666
Award plan, percentage of outstanding stock maximum5.00%
Equity Incentive Plan 2017 [Member] | Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for issuance44,444
Plan expiration dateJun. 5,
2027

EQUITY INCENTIVE PLAN (Summary

EQUITY INCENTIVE PLAN (Summary of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands3 Months Ended
Mar. 31, 2019Mar. 31, 2018
Number of Options
Outstanding at beginning of period (in shares)224,895
Granted (in shares)276,700
Forfeited (in shares)(3,333)
Outstanding at end of period (in shares)498,262
Exercisable at end of period (in shares)74,836
Weighted-Average Exercise Price
Outstanding at beginning of period (in dollars per share) $ 15.90
Granted (in dollars per share)2.25
Forfeited (in dollars per share)2.10
Outstanding at end of period (in dollars per share)8.40
Exercisable at end of period (in dollars per share) $ 24.75
Stock-based compensation $ 200 $ 100
Stock Options [Member]
Number of Options
Granted (in shares)219,101
Forfeited (in shares)(196)
Weighted-Average Exercise Price
Granted (in dollars per share) $ 10.65
Forfeited (in dollars per share) $ 1,653.45
Stock Options [Member] | Performance-based milestone vesting
Number of Options
Granted (in shares)100,000
Weighted-Average Exercise Price
Stock-based compensation $ 0

SALES SERVICE REVENUE, NET AN_3

SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Narrative) (Details) - USD ($) $ in ThousandsMar. 31, 2019Dec. 31, 2018
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE [Abstract]
Deferred revenue $ 35 $ 49

SALES SERVICE REVENUE, NET AN_4

SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Net Revenues) (Details) - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2019Mar. 31, 2018
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments $ 917 $ 796
Service revenue, net [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments910 791
Diagnostic Testing [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments757 303
Biomarker Testing and Clinical Project Services [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments153 488
Medicaid [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments3 12
Medicaid [Member] | Service revenue, net [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments3 12
Medicaid [Member] | Diagnostic Testing [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments3 12
Medicare [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments394 134
Medicare [Member] | Service revenue, net [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments394 134
Medicare [Member] | Diagnostic Testing [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments394 134
Self-Pay [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments4 26
Self-Pay [Member] | Service revenue, net [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments4 26
Self-Pay [Member] | Diagnostic Testing [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments4 26
Third-Party Payor [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments356 131
Third-Party Payor [Member] | Service revenue, net [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments356 131
Third-Party Payor [Member] | Diagnostic Testing [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments356 131
Contract Diagnostic Services [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments153 488
Contract Diagnostic Services [Member] | Service revenue, net [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments153 488
Contract Diagnostic Services [Member] | Biomarker Testing and Clinical Project Services [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments153 488
Clinical Research Grants and Other [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments7 5
Clinical Research Grants and Other [Member] | Service revenue, net [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments $ 7 $ 5

SALES SERVICE REVENUE, NET AN_5

SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Gross to Net Sales Adjustments) (Details) - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2019Mar. 31, 2018
Disaggregation of Revenue [Line Items]
Gross revenue $ 1,578 $ 988
Contractual allowance and adjustments(661)(192)
Service revenue, net917 796
Medicaid [Member]
Disaggregation of Revenue [Line Items]
Service revenue, net3 12
Medicare [Member]
Disaggregation of Revenue [Line Items]
Service revenue, net394 134
Self-Pay [Member]
Disaggregation of Revenue [Line Items]
Service revenue, net4 26
Third-Party Payor [Member]
Disaggregation of Revenue [Line Items]
Service revenue, net356 131
Contract Diagnostic Services [Member]
Disaggregation of Revenue [Line Items]
Service revenue, net153 488
Clinical Research Grants and Other [Member]
Disaggregation of Revenue [Line Items]
Service revenue, net7 5
Service revenue, net [Member]
Disaggregation of Revenue [Line Items]
Gross revenue1,571 983
Contractual allowance and adjustments(661)(192)
Service revenue, net910 791
Service revenue, net [Member] | Medicaid [Member]
Disaggregation of Revenue [Line Items]
Gross revenue3 15
Contractual allowance and adjustments(3)
Service revenue, net3 12
Service revenue, net [Member] | Medicare [Member]
Disaggregation of Revenue [Line Items]
Gross revenue394 137
Contractual allowance and adjustments(3)
Service revenue, net394 134
Service revenue, net [Member] | Self-Pay [Member]
Disaggregation of Revenue [Line Items]
Gross revenue4 26
Service revenue, net4 26
Service revenue, net [Member] | Third-Party Payor [Member]
Disaggregation of Revenue [Line Items]
Gross revenue1,017 317
Contractual allowance and adjustments(661)(186)
Service revenue, net356 131
Service revenue, net [Member] | Contract Diagnostic Services [Member]
Disaggregation of Revenue [Line Items]
Gross revenue153 488
Service revenue, net153 488
Service revenue, net [Member] | Clinical Research Grants and Other [Member]
Disaggregation of Revenue [Line Items]
Gross revenue7 5
Service revenue, net7 5
Other [Member]
Disaggregation of Revenue [Line Items]
Service revenue, net $ 7 $ 5

SALES SERVICE REVENUE, NET AN_6

SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Sales, Net of Collection Allowance) (Details) - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2019Mar. 31, 2018
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments $ 917 $ 796
less allowance for doubtful accounts(204)(84)
Net sales713 712
Medicaid [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments3 12
less allowance for doubtful accounts(3)(11)
Net sales1
Medicare [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments394 134
less allowance for doubtful accounts(59)(20)
Net sales335 114
Self-Pay [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments4 26
Net sales4 26
Third-Party Payor [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments356 131
less allowance for doubtful accounts(142)(53)
Net sales214 78
Contract Diagnostic Services [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments153 488
Net sales153 488
Services Revenue, Net [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments910 791
less allowance for doubtful accounts(204)(84)
Net sales706 707
Clinical Research Grants and Other [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments7 5
Net sales7 5
Service revenue, net [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments910 791
Service revenue, net [Member] | Medicaid [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments3 12
Service revenue, net [Member] | Medicare [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments394 134
Service revenue, net [Member] | Self-Pay [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments4 26
Service revenue, net [Member] | Third-Party Payor [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments356 131
Service revenue, net [Member] | Contract Diagnostic Services [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments153 488
Service revenue, net [Member] | Clinical Research Grants and Other [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments7 5
Other [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments $ 7 $ 5

SALES SERVICE REVENUE, NET AN_7

SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Receivables) (Details) - USD ($) $ in ThousandsMar. 31, 2019Dec. 31, 2018
Accounts receivable, gross $ 2,713 $ 2,398
Less allowance for doubtful accounts(1,912)(1,708)
Accounts receivable, net801 690
Medicaid [Member]
Accounts receivable, gross81 82
Medicare [Member]
Accounts receivable, gross782 633
Self-Pay [Member]
Accounts receivable, gross106 108
Third-Party Payor [Member]
Accounts receivable, gross1,540 1,382
Contract Diagnostic Services [Member]
Accounts receivable, gross204 193
Clinical Research Grants and Other [Member]
Accounts receivable, gross $ 0 $ 0

SALES SERVICE REVENUE, NET AN_8

SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2019Mar. 31, 2018
Allowance for doubtful accounts, Beginning balance $ (1,708)
less allowance for doubtful accounts(204) $ (84)
Allowances for doubtful accounts(917)(796)
Total charges(204)
Allowance for doubtful accounts, Ending balance(1,912)
Medicaid [Member]
less allowance for doubtful accounts(3)(11)
Allowances for doubtful accounts(3)(12)
Medicare [Member]
less allowance for doubtful accounts(59)(20)
Allowances for doubtful accounts(394)(134)
Self-Pay [Member]
Allowances for doubtful accounts(4)(26)
Third-Party Payor [Member]
less allowance for doubtful accounts(142)(53)
Allowances for doubtful accounts(356)(131)
Contract Diagnostic Services [Member]
Allowances for doubtful accounts(153)(488)
Clinical Research Grants and Other [Member]
Allowances for doubtful accounts $ (7) $ (5)

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details)May 14, 2019USD ($)D$ / sharessharesApr. 16, 2019USD ($)$ / sharessharesFeb. 12, 2019USD ($)sharesNov. 29, 2018USD ($)sharesSep. 17, 2018USD ($)Apr. 30, 2019USD ($)D$ / sharesMar. 31, 2019USD ($)sharesDec. 31, 2018USD ($)sharesSep. 30, 2018USD ($)item$ / sharesJan. 02, 2019
Subsequent Event [Line Items]
Conversion of debt into stock $ 1,900,000 $ 200,000
Number of shares converted from debt instrument (in shares) | shares120,983 93,333
Interest rate (as a percent)8.00%
Proceeds from issuance of debt $ 250,000
Senior Secured Convertible Promissory Notes
Subsequent Event [Line Items]
Conversion of debt into stock $ 2,800,000
Debt discount400,000
May 2019 Warrants
Subsequent Event [Line Items]
Conversion price per share | $ / shares $ 9.56
Stock rights issued (in shares) | shares | shares154,343
Stock Issued On Exercise Of Warrants | shares154,343
Subsequent Events | Convertible Bridge Loan
Subsequent Event [Line Items]
Right To Redemption Period30 days
Subsequent Events | Convertible Bridge Loan | Debt Instrument, Redemption, Period One
Subsequent Event [Line Items]
Debt instrument, redemption price, percentage105.00%
Right To Redemption Period90 days
Subsequent Events | Convertible Bridge Loan | Debt Instrument, Redemption, Period Two
Subsequent Event [Line Items]
Debt instrument, redemption price, percentage110.00%
Right To Redemption Period180 days
Subsequent Events | Convertible Bridge Loan | Debt Instrument, Redemption, Period Three
Subsequent Event [Line Items]
Debt instrument, redemption price, percentage115.00%
Right To Redemption Period180 days
Subsequent Events | Amendment No. 2 Agreement
Subsequent Event [Line Items]
Shares called by warrants (in shares) | shares146,520
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares $ 5.40
Subsequent Events | Securities purchase agreement
Subsequent Event [Line Items]
Warrants term5 years
Subsequent Events | Securities purchase agreement | Senior Secured Convertible Promissory Notes
Subsequent Event [Line Items]
Debt issued $ 1,098,901 $ 989,011
Proceeds from issuance of debt1,000,000
April 2019 Additional Notes and Warrants [Member] | Subsequent Events | Amendment No. 2 Agreement
Subsequent Event [Line Items]
Conversion threshold percentage of stock price trigger80.00%
Convertible debt, threshold consecutive trading days | D10
Floor price | $ / shares $ 2.25
Proceeds from issuance of debt $ 989,011
April 2019 Additional Notes and Warrants [Member] | Subsequent Events | Amendment No. 2 Agreement | Minimum
Subsequent Event [Line Items]
Conversion price (in dollars per share) | $ / shares0.75
April 2019 Additional Notes and Warrants [Member] | Subsequent Events | Amendment No. 2 Agreement | Maximum
Subsequent Event [Line Items]
Conversion price (in dollars per share) | $ / shares $ 3.75
Additional Notes | Subsequent Events | Amendment No. 2 Agreement
Subsequent Event [Line Items]
Proceeds from issuance of debt $ 900,000
Convertible Debt [Member]
Subsequent Event [Line Items]
Conversion of debt into stock3,700,000
Debt, carrying amount $ 3,129,000 $ 4,377,000
Number of shares converted from debt instrument (in shares) | shares1,061,069
Convertible Debt [Member] | Convertible Bridge Loan
Subsequent Event [Line Items]
Conversion of debt into stock $ 2,300,000
Debt, carrying amount $ 4,500,000
Number of shares converted from debt instrument (in shares) | shares1,112,762
Interest rate (as a percent)8.00%
Repayment Period180 days
Conversion price per share | $ / shares $ 7.50
Conversion threshold percentage of stock price trigger80.00%
Convertible debt, threshold consecutive trading days | item10
Proceeds from issuance of debt $ 1,300,000
Early repayment trigger, amount of gross proceeds7,000,000
Percentage per month charged as damages if registration statement not filed by deadline1.00%
Debt discount $ 1,053,000 $ 1,111,000 $ 164,000
Convertible Debt [Member] | Convertible Bridge Loan | Debt Instrument, Redemption, Period One
Subsequent Event [Line Items]
Debt instrument, redemption price, percentage105.00%
Convertible Debt [Member] | Convertible Bridge Loan | Debt Instrument, Redemption, Period Two
Subsequent Event [Line Items]
Debt instrument, redemption price, percentage110.00%
Convertible Debt [Member] | Convertible Bridge Loan | Debt Instrument, Redemption, Period Three
Subsequent Event [Line Items]
Debt instrument, redemption price, percentage115.00%
Convertible Debt [Member] | Convertible Bridge Loan | Minimum
Subsequent Event [Line Items]
Conversion price per share | $ / shares $ 4.50
Convertible Debt [Member] | Subsequent Events | Convertible Bridge Loan
Subsequent Event [Line Items]
Debt, carrying amount $ 1,098,901
Interest rate (as a percent)8.00%
Original issue discount (as a percent)9
Repayment Period180 days
Conversion price per share | $ / shares $ 7.12
Conversion threshold percentage of stock price trigger80.00%
Convertible debt, threshold consecutive trading days | D10
Proceeds from issuance of debt $ 1,000,000
Early repayment trigger, amount of gross proceeds $ 7,000,000
Percentage per month charged as damages if registration statement not filed by deadline1.00%
Debt discount $ 98,901
Convertible Debt [Member] | Subsequent Events | Convertible Bridge Loan | Minimum
Subsequent Event [Line Items]
Conversion price per share | $ / shares $ 2.25