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PRPO Precipio

DOCUMENT AND ENTITY INFORMATION

DOCUMENT AND ENTITY INFORMATION - shares3 Months Ended
Mar. 31, 2021May 10, 2021
Document and Entity Information [Abstract]
Document Type10-Q
Document Period End DateMar. 31,
2021
Entity Registrant NamePRECIPIO, INC.
Title of 12(b) SecurityCommon Stock, $0.01 par value per share
Trading SymbolPRPO
Security Exchange NameNASDAQ
Entity Current Reporting StatusYes
Entity Interactive Data CurrentYes
Entity Filer CategoryNon-accelerated Filer
Entity Small Businesstrue
Entity Emerging Growth Companyfalse
Entity Shell Companyfalse
Entity Common Stock, Shares Outstanding22,707,063
Entity Central Index Key0001043961
Current Fiscal Year End Date--12-31
Document Fiscal Year Focus2021
Document Fiscal Period FocusQ1
Amendment Flagfalse

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)Mar. 31, 2021Dec. 31, 2020
CURRENT ASSETS:
Cash $ 2,286,000 $ 2,656,000
Accounts receivable, net625,000 874,000
Inventories472,000 350,000
Other current assets476,000 324,000
Total current assets3,859,000 4,204,000
PROPERTY AND EQUIPMENT, NET513,000 277,000
OTHER ASSETS:
Finance lease right-of-use assets, net289,000 204,000
Operating lease right-of-use assets253,000 306,000
Intangibles, net15,429,000 15,667,000
Other assets80,000 55,000
Total assets20,423,000 20,713,000
CURRENT LIABILITIES:
Current maturities of long-term debt, less debt issuance costs30,000 648,000
Current maturities of finance lease liabilities136,000 48,000
Current maturities of operating lease liabilities186,000 225,000
Accounts payable1,969,000 1,693,000
Accrued expenses1,761,000 2,036,000
Deferred revenue101,000 6,000
Total current liabilities4,183,000 4,656,000
LONG TERM LIABILITIES:
Long-term debt, less current maturities and debt issuance costs180,000 362,000
Finance lease obligations, Non-current112,000 116,000
Operating lease obligations, Non-current77,000 92,000
Common stock warrant liabilities1,313,000 1,325,000
Total liabilities5,865,000 6,551,000
COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDERS' EQUITY:
Preferred stock - $0.01 par value, 15,000,000 shares authorized at March 31, 2021 and December 31, 2020, 47 shares issued and outstanding at March 31, 2021 and December 31, 2020, liquidation preference of $271 at March 31, 2021
Common stock, $0.01 par value, 150,000,000 shares authorized at March 31, 2021 and December 31, 2020, 18,132,063 and 17,576,916 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively181,000 176,000
Additional paid-in capital87,365,000 85,523,000
Accumulated deficit(73,016,000)(71,564,000)
Total Precipio, Inc. stockholders' equity14,530,000 14,135,000
Noncontrolling interest in joint venture28,000 27,000
Total stockholders' equity14,558,000 14,162,000
Total liabilities and stockholders' equity $ 20,423,000 $ 20,713,000

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in ThousandsMar. 31, 2021USD ($)$ / sharesshares
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share) | $ / shares $ 0.01
Preferred stock, shares authorized (in shares)15,000,000
Preferred stock, shares issued (in shares)47
Preferred stock, shares outstanding (in shares)47
Preferred stock, liquidation preference | $ $ 271
Common stock, par value | $ / shares $ 0.01
Common stock, shares authorized (in shares)150,000,000
Common stock, shares issued (in shares)18,132,063
Common stock, shares outstanding (in shares)18,132,063

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Revenue, net of contractual allowances and adjustments $ 2,111 $ 1,482
less allowance for doubtful accounts(287)(266)
Net sales1,824 1,216
Total cost of sales1,356 1,091
Gross profit468 125
OPERATING EXPENSES:
Operating expenses2,605 2,328
OPERATING LOSS(2,137)(2,203)
OTHER INCOME (EXPENSE):
Interest expense, net(7)(713)
Warrant revaluation(118)936
Gain on settlement of liability17
Gain on forgiveness of debt794
Loss on extinguishment of convertible notes(1,225)
Total other income (expense)686 (1,002)
LOSS BEFORE INCOME TAXES(1,451)(3,205)
NET LOSS(1,451)(3,205)
Less: Net income attributable to noncontrolling interest in joint venture(1)
Deemed dividends related to beneficial conversion feature of preferred stock and fair value of warrant down round features(3,344)
NET LOSS ATTRIBUTABLE TO PRECIPIO, INC. COMMON STOCKHOLDERS $ (1,452) $ (6,549)
BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.08) $ (0.78)
BASIC AND DILUTED WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING17,864,342 8,371,956
Service revenue, net [Member]
Revenue, net of contractual allowances and adjustments $ 1,944 $ 1,458
less allowance for doubtful accounts(287)(266)
Net sales1,657 1,192
Total cost of sales1,300 1,091
Other [Member]
Revenue, net of contractual allowances and adjustments167 $ 24
Total cost of sales $ 56

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in ThousandsPreferred Stock [Member]Common Stock [Member]Additional Paid-in Capital [Member]Accumulated Deficit [Member]Total Precipio, Inc. [Member]Noncontrolling Interest [Member]Total
Balance at beginning of period at Dec. 31, 2019 $ 79 $ 74,065 $ (60,939) $ 13,205 $ 13,205
Balance at beginning of period (in shares) at Dec. 31, 201947 7,898,117
Increase (Decrease) in Stockholders' Equity
Net (loss) income(3,205)(3,205)(3,205)
Conversion of convertible notes into common stock $ 4 349 353 353
Conversion of convertible notes into common stock (in shares)427,997
Issuance of common stock in connection with purchase agreements $ 12 1,338 1,350 1,350
Issuance of common stock in connection with purchase agreements (in shares)1,180,012
Write-off debt discounts (net of debt premiums) in conjunction with convertible note conversions(63)(63)(63)
Write-off beneficial conversion feature in conjunction with convertible note extinguishment(523)(523)(523)
Sock-based compensation168 168 168
Balance at end of period at Mar. 31, 2020 $ 95 75,334 (64,144)11,285 11,285
Balance at end of period (in shares) at Mar. 31, 202047 9,506,126
Balance at beginning of period at Dec. 31, 2020 $ 176 85,523 (71,564)14,135 $ 27 14,162
Balance at beginning of period (in shares) at Dec. 31, 202047 17,576,916
Increase (Decrease) in Stockholders' Equity
Net (loss) income(1,452)(1,452)1 (1,451)
Issuance of common stock in connection with purchase agreements $ 5 1,255 1,260 1,260
Issuance of common stock in connection with purchase agreements (in shares)500,000
Issuance of common stock for consulting services $ 200 150 150 150
Issuance of common stock for consulting services (in shares)55,147
Sock-based compensation437 437 437
Balance at end of period at Mar. 31, 2021 $ 181 $ 87,365 $ (73,016) $ 14,530 $ 28 $ 14,558
Balance at end of period (in shares) at Mar. 31, 202147 18,132,063

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2021Mar. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,451) $ (3,205)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation and amortization268 281
Amortization of operating lease right-of-use asset53 56
Amortization of finance lease right-of-use asset11 17
Amortization of deferred financing costs, debt discounts and debt premiums2 664
Gain on forgiveness of debt(794)
Gain on settlement of liability(17)
Loss on extinguishment of convertible notes1,225
Stock-based compensation437 168
Value of stock issued in payment of services150
Provision for losses on doubtful accounts288 268
Warrant revaluation118 (936)
Derecognition of finance lease right-of-use asset29
Changes in operating assets and liabilities:
Accounts receivable(39)(577)
Inventories(122)(11)
Finance lease right-of-use assets(29)
Other assets(177)75
Accounts payable194 250
Operating lease liabilities(54)(51)
Accrued expenses and other liabilities(156)187
Net cash used in operating activities(1,289)(1,589)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment(185)(24)
Net cash used in investing activities(185)(24)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on finance lease obligations(12)(23)
Issuance of common stock, net of issuance costs1,260 1,350
Principal payments on long-term debt(14)(145)
Payments on common stock warrant liabilities(130)
Net cash flows provided by financing activities1,104 1,182
NET CHANGE IN CASH(370)(431)
CASH AT BEGINNING OF PERIOD2,656 848
CASH AT END OF PERIOD2,286 417
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for interest5 8
SUPPLEMENTAL DISCLOSURE OF CONSULTING SERVICES OR ANY OTHER NON-CASH COMMON STOCK RELATED ACTIVITY
Purchases of equipment financed through accounts payable82
Conversion of convertible debt, plus interest, into common stock353
Write-off of beneficial conversion feature in conjunction with convertible note extinguishment523
Finance lease right-of-use assets obtained in exchange for finance lease obligations $ 96
Write-off of debt discounts (debt premiums), net, in conjunction with convertible note conversions $ 63

BUSINESS DESCRIPTION

BUSINESS DESCRIPTION3 Months Ended
Mar. 31, 2021
BUSINESS DESCRIPTION [Abstract]
BUSINESS DESCRIPTION1. BUSINESS DESCRIPTION
Business Description.
Precipio, Inc., and its subsidiaries, (collectively, “we”, “us”, “our”, the “Company” or “Precipio”) is a cancer diagnostics and reagent technology company providing diagnostic products, reagents 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 technologies developed in collaboration with 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 various academic institutions to capture the expertise, experience and technologies developed within academia to provide a better standard of cancer diagnostics and aim to solve the growing problem of cancer misdiagnosis.
In support of our platform, we also operate a research and development facility in Omaha, Nebraska which focuses on the development of various technologies, among them our internally developed proprietary products IV-Cell and HemeScreen. To expand and accelerate our product offering capabilities to commercial laboratories, the Omaha facility was recently CLIA and CAP certified. Functioning side-by-side as a CLIA operating laboratory, the Omaha facility is designed to expand our proficiencies and know-how in transitioning R&D lab generated technology into a commercial laboratory environment.
Capitalizing on this strategy, during the end of the third quarter 2020, we transitioned our HemeScreen technology from the R&D facility to the commercial laboratory setting launching the HemeScreen Reagent Rental (HSRR) program. HSRR offers oncology practices and hospitals diagnostic reagent sets of the patent-pending HemeScreen technology at significantly lower costs, while reducing the test reporting time from seven (7) to ten (10) days down to one (1) day and improving patient care. HemeScreen tests various molecular markers required for the diagnosis of certain hematologic malignancies, such as acute myeloid leukemia (AML) and myeloproliferative neoplasm (MPN). The HSRR program provides a turn-key test offering together with an option to lease-to-own diagnostic testing equipment from the Company. In most practice settings, such hematologic cancer tests are referenced out as both the cost of equipment and the cost of the diagnostic reagents are prohibitive. By utilizing our HSRR program, the customer can generate in-house testing revenues through reagent purchase contracts and economical lease-to-own rates instead of sending out the same tests to large commercial reference laboratories. The HSRR customer also benefits from obtaining faster results, thus ultimately providing better patient care. During the first quarter of 2021, the Company began to recognize recurring revenues from its first few HSRR accounts.
During the fourth quarter of 2020 the Company announced it entered into an agreement with a South Korean company to market and distribute an FDA-authorized COVID-19 serology antibody test that has recently received EUA (Emergency Use Authorization). Distribution of the product will take place in the U.S. as well as in other markets worldwide. The EUA allows the Company to distribute to all Point of Care facilities and any healthcare provider that has a National Provider Identifier (“NPI”) number.
The Company also holds an exclusive license to patented ICE-COLD-PCR (“ICP”) technology from Dana-Farber Cancer Institute, Inc., or Dana-Farber, at Harvard University. We believe that such technology will provide additional services and products directed at improving diagnostic outcomes and providing physicians with options for targeted therapies .
Joint Venture.
In April 2020, the Company formed a joint venture with Poplar Healthcare PLLC (“Poplar”), which we refer to as the “Joint Venture”. The Joint Venture was formed by the Limited Liability Company Agreement of Precipio Oncometrix LLC, a Delaware limited liability company (“POC”), which was entered into as of April 11, 2020 (the “Effective Date”), by and among POC, Poplar, and Precipio SPV Inc. (“Precipio SPV”), a newly formed subsidiary of the Company, together with such other persons who from time to time become party to the Limited Liability Company Agreement by executing a counterpart signature page in accordance with the terms hereof. POC was formed as a limited liability company on April 2, 2020 in accordance with the statutes and laws of the State of Delaware relating to limited liability companies. Precipio SPV was incorporated in the State of Delaware on March 10, 2020 for the sole purpose of being a party to the Joint Venture.
Under the terms of the Joint Venture, Precipio SPV has a 49% ownership interest in the Joint Venture, with Poplar having a 51 % ownership. Pursuant to the Limited Liability Company Agreement, Poplar, at any time, has the right to require Precipio SPV to purchase all, but not less than all, of Poplar’s shares in the Joint Venture (the “Poplar Put Right”). The purchase price for Poplar’s shares shall be $1.00 per share, or fifty-one dollars, and Precipio SPV would, therefore, become the sole 100% owner of the Joint Venture at the time the Poplar Put Right became effective. The Company has determined that it holds a variable interest in the Joint Venture and is the primary beneficiary of the variable interest entity (“VIE”). See Note 2 - Summary of Significant Accounting Policies for further discussion regarding consolidation of variable interest entities.
The business purpose of the Joint Venture is to facilitate and capitalize on the combined capabilities, resources and healthcare industry relationships of its members by partnering, promoting and providing oncology services to office based physicians, hospitals and medical centers. Operational services of the Joint Venture are performed entirely by its members and employees of its members. Precipio SPV’s responsibilities include product and account management services, selling & marketing, laboratory diagnostic services and general & administrative services. Precipio SPV is entitled to a management fee for the services it provides. This management fee is established through service agreements which were executed in conjunction with the formation of the Joint Venture. Poplar receives a similar fee for the billing services that it provides .
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, 2021, the Company had a net loss of $1.5 million, negative working capital of $0.3 million and net cash used in operating activities of $1.3 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 this Quarterly Report on Form 10‑Q is dependent upon a combination of achieving its business plan, including generating additional revenue and avoiding potential business disruption due to the novel coronavirus (“COVID-19”) pandemic, 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:
·
On March 26, 2020, the Company entered into a second agreement (the “LP 2020 Purchase Agreement”) with Lincoln Park Capital Fund LLC (“Lincoln Park”), 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 2020 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 the date the condensed consolidated financial statements were issued, we have already received approximately $8.8 million from the LP 2020 Purchase Agreement from the sale of 4,980,000 shares of common stock to Lincoln Park from April 1, 2020 through the date the condensed consolidated financial statements were issued, leaving the Company an additional $1.2 million to draw subsequent to the filing of this Quarterly Report. See Note 8 Stockholders’ Equity for further discussion on Lincoln Park agreements ;
·
During 2020, the Company received $0.8 million in funds from the PPP Loan and on February 11, 2021, the Company filed its application for loan forgiveness which was granted effective March 24, 2021. See Note 3 Long-Term Debt.; and
·
On April 2, 2021, the Company entered into a sales agreement with A.G.P./Alliance Global Partners (“A.G.P.”), pursuant to which the Company may offer and sell its common stock, par value $0.01 per share (the “Common Stock”) (the “Shares”), having aggregate sales proceeds of up to $22.0 million, to or through A.G.P., as sales agent (the “Sales Agreement”), from time to time, in an “at the market offering” (as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended) of the Shares (the “ATM Offering”). The Company is limited in the number of shares it can sell in the ATM Offering due to the offering limitations currently applicable to the Company under General Instruction I.B.6. of Form S-3 and the Company’s public float as of the applicable date of such sales, as well as the number of authorized and unissued shares available for issuance, in accordance with the terms of the Sales Agreement. The offer and sales of our shares of Common Stock to or through A.G.P., will be made pursuant to the registration statement (the “Registration Statement”) on Form S-3 (File No. 333-237445), which was declared effective by the Securities and Exchange Commission (the “SEC”) on April 13, 2020, for an aggregate offering price of up to $50.0 million. From April 2, 2021 through the date the condensed consolidated financial statements were issued, we have already received approximately $15.4 million in gross proceeds through the Sales Agreement from the sale of 4,501,000 shares of common stock, leaving the Company an additional $6.6 million available for future sales pursuant to the Sales Agreement.
Notwithstanding the aforementioned circumstances, there remains substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these condensed consolidated financial statements were issued. 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 this Quarterly Report 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.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES3 Months Ended
Mar. 31, 2021
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 and, as of March 31, 2021 and for the three months ended March 31, 2021 and 2020, are unaudited and reflect all adjustments (consisting of only normal recurring adjustments) that are 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, 2020 contained in our Annual Report on Form 10‑K, filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2021. The results of operations for the interim periods presented are not necessarily indicative of the results for fiscal year 2021.
The condensed consolidated financial statements include the accounts of Precipio and its wholly owned subsidiaries, and the Joint Venture which is a VIE in which we are the primary beneficiary. Refer to the section titled “Consolidation of Variable Interest Entities” for further information related to our accounting for the Joint Venture. All intercompany balances have been eliminated in consolidation.
Reclassifications.
Certain prior period amounts of property and equipment, net and operating lease right-of-use assets have been reclassified to finance lease right-of-use assets to conform to the current period presentation. These reclassifications had no effect on previously reported net earnings or total assets. As of December 31, 2020, the amounts reclassified to finance lease right-of-use assets were $0.2 million of property and equipment, net and less than $0.1 million of operating lease right-of-use assets.
Recently Adopted Accounting Pronouncements.
In December 2019, the FASB issued ASU 2019-12 “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ”, which is intended to improve consistent application and simplify the accounting for income taxes. This ASU removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance. The Company adopted this guidance on January 1, 2021. The adoption of this standard was not material to our condensed consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted.
In August 2020, the FASB issued ASU 2020-06 “ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity .” This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity and improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for annual reporting periods after December 15, 2023 and interim periods within those annual periods and early adoption is permitted in annual reporting periods ending after December 15, 2020. The Company is currently assessing the potential impact that the adoption of this ASU will have on its condensed consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13 “ Measurement of Credit Losses on Financial Instruments ” and subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04 and ASU 2019-05 (collectively, “Topic 326”), which replaces current methods for evaluating impairment of financial instruments not measured at fair value, including trade accounts receivable and certain debt securities, with a current expected credit loss model. Topic 326, as amended, is effective for the Company for reporting periods beginning after December 15, 2022. The Company is currently assessing the potential impact that the adoption of this ASU will have on its 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 2,381,497 and 5,859,395 shares of our common stock have been excluded from the computation of diluted loss per share at March 31, 2021 and 2020, 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,
2021
2020
Stock options
1,358,096
802,113
Warrants
905,901
907,601
Preferred stock
117,500
117,500
Convertible notes

4,032,181
Total
2,381,497
5,859,395
Consolidation of Variable Interest Entities.
We evaluate any entity in which we are involved to determine if the entity is a VIE and if so, whether we hold a variable interest and are the primary beneficiary. We consolidate VIEs that are subject to assessment when we are deemed to be the primary beneficiary of the VIE. The process for determining whether we are the primary beneficiary of the VIE is to conclude whether we are a party to the VIE holding a variable interest that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE, and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE.
We have determined that we hold a variable interest in the Joint Venture, have the power to make significant operational decisions on behalf of the VIE and also have the obligation to absorb the majority of the losses from the VIE. As such we have also determined that we are the primary beneficiary of the VIE. The following table presents information about the carrying value of the assets and liabilities of the Joint Venture which we consolidate and which are included on our condensed consolidated balance sheets. Intercompany balances are eliminated in consolidation and not reflected in the following table.
(dollars in thousands)
March 31, 2021
December 31, 2020
Assets:
Accounts receivable, net
$
390
$
538
Total assets
$
390
$
538
Liabilities:
Accrued expenses
$
15
$
27
Total liabilities
$
15
$
27
Noncontrolling interest in Joint Venture
$
28
$
27
Total stockholders' equity
$
56
$
53

LONG-TERM DEBT

LONG-TERM DEBT3 Months Ended
Mar. 31, 2021
LONG-TERM DEBT [Abstract]
LONG-TERM DEBT3. LONG-TERM DEBT
Long-term debt consists of the following:
Dollars in Thousands
March 31, 2021
December 31, 2020
Department of Economic and Community Development (DECD)
$
226
$
233
DECD debt issuance costs
(21)
(22)
Financed insurance loan
5
12
Paycheck Protection Program

787
Total long-term debt
210
1,010
Current portion of long-term debt
(30)
(648)
Long-term debt, net of current maturities
$
180
$
362
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 Connecticut 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%.
Due to the economic impact of COVID-19, DECD offered financial relief to all businesses with certain loans, including the Company’s DECD 2018 Loan. The relief includes the option to defer all payments from April 1, 2020 to August 1, 2020 and the deferred payments will be added to the end of the loan. The Company chose to defer its payments and the maturity date of the DECD 2018 Loan was extended to May 31, 2028. The payment deferral modification did not have a material impact on the Company’s cash flows.
Debt issuance costs associated with the DECD 2018 Loan were approximately $31,000. Amortization of the debt issuance costs were $1,000 and less than $1,000 for the three months ended March 31, 2021 and 2020, respectively. Net debt issuance costs were approximately $21,000 and $22,000 at March 31, 2021 and December 31, 2020, 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 2019, the Company financed $0.4 million with a 5.0% interest rate and made monthly payments through May of 2020. In July 2020, the Company financed less than $0.1 million with a 5.0% interest rate and will make monthly payments through May 2021. As of March 31, 2021 and December 31, 2020, the Financed Insurance Loan’s outstanding balance of less than $0.1 million, respectively, was included in current maturities of long-term debt in the Company’s condensed consolidated balance sheets. 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 accrued interest at the rate of 10% per annum and was paid in full during the fourth quarter of 2020 and, as such, the September 2018 Settlement outstanding balance was zero as of March 31, 2021 and December 31, 2020, respectively.
Paycheck Protection Program.
On April 23, 2020, the Company entered into a promissory note (the “Promissory Note”) evidencing an unsecured $787,200 loan under the Paycheck Protection Program (the “PPP Loan”). The Paycheck Protection Program (or “PPP”) was established under the recently congressionally-approved Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration. The PPP Loan to the Company was made through Webster Bank, N.A.
Under the terms of the CARES Act, PPP Loan recipients can apply for and be granted forgiveness for all or a portion of loans granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payroll costs and mortgage interest, rent or utility costs and the maintenance of employee and compensation levels.
As of December 31, 2020, using the eight-week forgiveness period, the Company had incurred approximately $0.8 million in payroll, payroll related costs and other anticipated qualifying expenses with $0.6 million the PPP Loan’s outstanding balance included in current maturities of long-term debt and $0.2 million included in long-term debt in the Company’s condensed consolidated balance sheet.
On February 11, 2021, the Company filed its application for loan forgiveness with Webster Bank and was subsequently notified by Webster Bank that effective March 24, 2021 the PPP Loan, plus accrued interest, was considered fully forgiven. As a result, the Company recorded a gain on forgiveness of debt of $0.8 million in the condensed consolidated statements of operations during the three months ended March 31, 2021.

CONVERTIBLE NOTES

CONVERTIBLE NOTES3 Months Ended
Mar. 31, 2021
LONG-TERM DEBT [Abstract]
CONVERTIBLE NOTES4. CONVERTIBLE NOTES
Convertible Bridge Notes.
On April 20, 2018, the Company entered into a securities purchase agreement (the “2018 Note Agreement”) with certain investors, as amended on November 29, 2018 (the “Amendment Agreement”) and amended on April 16, 2019 (“Amendment No.2 Agreement”). The Company also entered into a securities purchase agreement on May 14, 2019. In connection with these securities purchase agreements, the Company issued Senior Secured Convertible Promissory Notes (the “Bridge Notes”) along with warrants during 2018 and 2019.
On March 26, 2020, the Company entered into an amendment agreement (the “March 2020 Amendment”) amending the terms of that certain Amendment No. 2 Agreement dated April 16, 2019 and the securities purchase agreement dated May 14, 2019. As a result of the March 2020 Amendment, (i) the maturity date of the Bridge Notes issued in April 2019 (the “April 2019 Bridge Notes”) and the Bridge Notes issued in May 2019 (the “May 2019 Bridge Notes”) was extended three months from April 16, 2020 to July 16, 2020, (ii) the floor price at which conversions may occur under the April 2019 Bridge Notes and the May 2019 Bridge Notes was amended from $2.25 to $0.40, and (iii) guaranteed interest on the April 2019 Bridge Notes and the May 2019 Bridge Notes was amended from twelve months to eighteen months.
The Company reviewed the modifications and concluded that the March 2020 Amendment would be treated as an extinguishment of the related April 2019 Bridge Notes and May 2019 Bridge Notes. As a result, the Company recorded a debt premium on the post-modification debt of $0.8 million and a loss on extinguishment of convertible notes of $1.2 million in the condensed consolidated statements of operations during the three months ended March 31, 2020.
During the three months ended March 31, 2020, $0.3 million of bridge notes, plus interest, were converted into 427,997 shares of common stock of the Company.
During the three months ended March 31, 2020, the change in Bridge Note debt discounts and debt premiums was as follows:
(Dollars in thousands)
For the Three Months Ended March 31,
2020
Debt Discounts
Debt Premiums
Beginning balance at January 1
$
(1,796)
$

Additions:

793
Deductions:
Amortization (accretion) (1)
703
(39)
Write-off related to note conversions (2)
138
(75)
Write-off related to note extinguishment (3)
955

Balance at March 31
$

$
679
(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.
(3)
Write-offs associated with note extinguishment are recognized as a loss and included in loss on extinguishment of convertible notes in the condensed consolidated statements of operations.
There were zero convertible notes outstanding at March 31, 2021 and December 31, 2020, respectively.

ACCRUED EXPENSES OTHER CURRENT

ACCRUED EXPENSES OTHER CURRENT LIABILITIES3 Months Ended
Mar. 31, 2021
ACCRUED EXPENSES OTHER CURRENT LIABILITIES [Abstract]
ACCRUED EXPENSES OTHER CURRENT LIABILITIES5. ACCRUED EXPENSES OTHER CURRENT LIABILITIES.
Accrued expenses at March 31, 2021 and December 31, 2020 are as follows:
(dollars in thousands)
2021
2020
Accrued expenses
$
1,192
$
1,332
Accrued compensation
550
685
Accrued interest
19
19
$
1,761
$
2,036
The Company was able to reduce certain accrued expense and accounts payable amounts through negotiations with certain vendors to settle outstanding liabilities and reversed certain accrued expenses based on statute of limitations for collections being met. The Company recorded these amounts as gains which are included in gain on settlement of liability, net in the condensed consolidated statements of operations. During the three months ended March 31, 2021 and 2020, less than $0.1 million and zero, respectively, were recorded as a gain.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES3 Months Ended
Mar. 31, 2021
COMMITMENTS AND CONTINGENCIES [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
CPA Global provides us with certain patent management services. On February 6, 2017, CPA Global claimed that we owed 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 less than $0.1 million has been recorded and is reflected in accounts payable within the accompanying condensed consolidated balance sheets at March 31, 2021 and December 31, 2020.
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, 2021
LEASES [Abstract]
LEASES7. LEASES
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 operating 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.
The Company also recognizes ROU assets from finance leases in connection with its HSRR program. For certain customers in the HSRR program, the Company leases diagnostic testing equipment and then subleases the equipment to the customer. Finance lease ROU assets and finance lease liabilities are recognized at the lease commencement date, and at the sublease commencement date the finance lease ROU asset is derecognized and is recorded as cost of sales in the condensed consolidated statements of operations. Derecognized finance lease ROU assets for the three months ended March 31, 2021 were less than $0.1 million. There were no finance lease ROU asset transactions during the three months ended March 31, 2020. Where Precipio is the lessor, customers lease diagnostic testing equipment from the Company with the transfer of ownership to the customer at the end of the lease term at no additional cost. For these contracts, the Company accounts for the arrangements as sales-type leases. The lease asset for sales-type leases is the net investment in leased asset, which is included in other current assets and other assets in our condensed consolidated balance sheets. The net investment in leased assets was less than $0.1 million as of March 31, 2021 and December 31, 2020, respectively.
The balance sheet presentation of our operating and finance leases is as follows:
(dollars in thousands)
Classification on the Consolidated Balance Sheet
March 31, 2021
December 31, 2020 (1)
Assets:
Operating lease right-of-use assets, net
$
253
$
306
Finance lease right-of-use assets, net (2)
289
204
Total lease assets
$
542
$
510
Liabilities:
Current:
Current maturities of operating lease liabilities
$
186
$
225
Current maturities of finance lease liabilities
136
48
Noncurrent:
Operating lease liabilities, less current maturities
77
92
Finance lease liabilities, less current maturities
112
116
Total lease liabilities
$
511
$
481
(1)
As of December 31, 2020, $175 of property and equipment, net and $29 of operating lease right-of-use assets were reclassified to finance lease right-of-use assets to conform to the current period presentation.
(2)
As of March 31, 2021 and December 31, 2020, finance lease right-of-use assets included $125 and $29, respectively, of assets related to finance leases associated with the HSRR program.
As of March 31, 2021 and December 31, 2020, the estimated future minimum lease payments, excluding non-lease components, are as follows:
(dollars in thousands)
Operating Leases
Finance Leases
Total
March 31,
December 31,
March 31,
December 31,
March 31,
December 31,
2021
2020
2021
2020
2021
2020
2021
$
181
$
241
$
128
$
61
$
309
$
302
2022
48
48
68
49
116
97
2023
35
35
38
38
73
73
2024
17
17
28
28
45
45
2025


13
13
13
13
Total lease obligations
281
341
275
189
556
530
Less: Amount representing interest
(18)
(24)
(27)
(25)
(45)
(49)
Present value of net minimum lease obligations
263
317
248
164
511
481
Less, current portion
(186)
(225)
(136)
(48)
(322)
(273)
Long term portion
$
77
$
92
$
112
$
116
$
189
$
208
Other information as of March 31, 2021 and December 31, 2020:
March 31,
December 31,
2021
2020
Weighted-average remaining lease term (years):
Operating leases
1.7
1.9
Finance leases
2.5
3.6
Weighted-average discount rate:
Operating leases
Finance leases
During the three months ended March 31, 2021 and 2020, operating cash flows from operating leases was $0.1 million, respectively, and operating lease ROU assets obtained in exchange for operating lease liabilities was zero, respectively.
Operating Lease Costs
Operating lease costs were approximately $0.1 million during the three months ended March 31, 2021 and 2020, respectively. These costs are primarily related to long-term operating leases for the Company’s facilities and laboratory equipment. Short-term and variable lease costs were less than $0.1 million for the three months ended March 31, 2021 and 2020, respectively.
Finance Lease Costs
Finance lease amortization and interest expenses are included in the condensed consolidated statements of operations for the three months ended March 31, 2021 and 2020. The balances within these accounts are less than $0.1 million, respectively.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY3 Months Ended
Mar. 31, 2021
STOCKHOLDERS' EQUITY [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. The Company has not yet effected this increase.
During the three months ended March 31, 2021 and 2020, the Company issued zero and 427,997 shares of its common stock, respectively, in connection with the conversion of convertible notes, plus interest, totaling zero and $0.4 million, respectively. See Note 4 – Convertible Notes.
During the three months ended March 31, 2021, the Company issued 55,147 shares of its common stock for approximately $0.2 million of consulting services.
LP Purchase Agreement
On September 7, 2018, the Company entered into a purchase agreement (the “LP Purchase Agreement”) with Lincoln Park, 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.
During the three months ended March 31, 2020, we received approximately $1.3 million from the sale of 930,012 shares of common stock to Lincoln Park under the LP Purchase Agreement. The LP Purchase Agreement terminated during our second fiscal quarter of 2020. E ffective April 13, 2020, the Company became eligible to sell additional shares to Lincoln Park pursuant to the LP 2020 Purchase Agreement, as discussed below.
LP 2020 Purchase Agreement
On March 26, 2020, the Company entered into a purchase agreement (the “LP 2020 Purchase Agreement”) and a registration rights agreement (the “LP 2020 Registration Rights Agreement”) with Lincoln Park pursuant to which Lincoln Park has agreed to purchase from us, from time to time, up to $10,000,000 of our common stock, subject to certain limitations, during the 24 month term of the LP 2020 Purchase Agreement. Pursuant to the terms of the LP 2020 Purchase Agreement, on the agreement date, the Company issued 250,000 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 2020 Commitment Shares”). Pursuant to the terms of the LP 2020 Registration Rights Agreement, on March 27, 2020, as amended on April 8, 2020, 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, 1,770,000 shares of common stock, which includes the LP 2020 Commitment Shares, that have been or may be issued to Lincoln Park under the LP 2020 Purchase Agreement. The Form S-1 was declared effective by the SEC on April 13, 2020. No shares registered under this S-1 were sold to Lincoln Park during the three months ended March 31, 2020. As of June 22, 2020, all shares registered under this S-1 had been sold and/or issued to Lincoln Park. On June 26, 2020, 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 4,500,000 shares of common stock that have been or may be issued to Lincoln Park under the LP Purchase Agreement. The Form S-1 was amended twice on July 7, 2020 and declared effective by the SEC on July 7, 2020. As of March 31, 2021, 3,460,000 shares registered under this S-1 had been sold and/or issued to Lincoln Park.
As of the date of issuance of this Quarterly Report on Form 10-Q, we have already received an aggregate of $8.8 million from the sale of common stock to Lincoln Park under the LP 2020 Purchase Agreement, including approximately $1.3 million from the sale of 500,000 shares of common stock during the three months ended March 31, 2021 .
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.
The Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (“Series B Preferred Stock”) with the State of Delaware, which designates 6,900 shares of our preferred stock as Series B Preferred Stock. The Series B Preferred Stock has a stated value of $1,000 per share and a par value of $0.01 per share. The Series B Preferred Stock includes a beneficial ownership blocker but has no dividend rights (except to the extent dividends are also paid on the common stock). On August 28, 2017, the Company completed an underwritten public offering (the “August 2017 Offering”) consisting of the Company’s Series B Preferred Stock and warrants.
The conversion price of the Series B Preferred Stock contains a down round feature. The Company will recognize the effect of the down round feature when it is triggered. At that time, the effect would be treated as a deemed dividend and as a reduction of income available to common shareholders in our basic earnings per share calculation.
The March 2020 Amendment, see Note 4 – Convertible Notes, triggered the down round feature of the Series B Preferred Stock and, as a result, the conversion price of the Company’s Series B Convertible Preferred Stock was automatically adjusted from $2.25 per share to $0.40 per share. In connection with the down round adjustment, the Company calculated an incremental beneficial conversion feature of approximately $3.3 million which was recognized as a deemed dividend at time of the down round adjustment (“Deemed Dividend A”).
There were no conversions of Series B Preferred Stock during the three months ended March 31, 2021 and 2020, respectively. At March 31, 2021 and December 31, 2020, the Company had 6,900 shares of Series B Preferred Stock designated and issued and 47 shares of Series B Preferred Stock outstanding.
Common Stock Warrants.
The following represents a summary of the warrants outstanding as of March 31, 2021:
Underlying
Exercise
Issue Year
Expiration
Shares
Price
Warrants
(1)
2017
June 2022
2,540
$
41.25
(1)
2017
June 2022
500
$
7.50
(2)
2017
June 2022
6,095
$
105.00
(3)
2017
August 2022
25,201
$
0.40
(4)
2017
August 2022
4,000
$
46.88
(5)
2017
August 2022
47,995
$
150.00
(5)
2017
August 2022
9,101
$
7.50
(6)
2017
August 2022
16,664
$
0.40
(6)
2017
August 2022
7,335
$
0.40
(7)
2017
October 2022
666
$
0.40
(8)
2018
October 2022
7,207
$
112.50
(9)
2018
April 2023
69,964
$
5.40
(9)
2018
April 2023
121,552
$
5.40
(10)
2018
October 2022
15,466
$
11.25
(11)
2018
July 2023
14,671
$
5.40
(11)
2018
July 2023
14,672
$
5.40
(11)
2018
August 2023
36,334
$
5.40
(11)
2018
August 2023
36,334
$
5.40
(11)
2018
September 2023
19,816
$
5.40
(11)
2018
September 2023
20,903
$
5.40
(12)
2018
November 2023
75,788
$
5.40
(12)
2018
December 2023
51,282
$
5.40
(13)
2019
April 2024
147,472
$
5.40
(14)
2019
May 2024
154,343
$
9.56
905,901
(1)
These warrants were issued in connection with a June 2017 merger transaction (the “Merger”).
(2)
These warrants were issued in connection with the Merger.
(3)
These warrants were issued in connection with an underwritten public offering completed on August 28, 2017 (the “August 2017 Offering”) and are the August 2017 Offering Warrants discussed below.
(4)
These warrants were issued in connection with the August 2017 Offering.
(5)
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.
(6)
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.
(7)
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.
(8)
These warrants were issued in connection with the Debt Obligation settlement agreements and are the Creditor Warrants discussed below.
(9)
These warrants were issued in connection with the 2018 Note Agreement and are the April 2018 Warrants discussed below.
(10)
These warrants were issued in connection with the 2018 Note Agreement and are the Advisor Warrants discussed below.
(11)
These warrants were issued in connection with the 2018 Note Agreement and are the Q3 2018 Warrants discussed below.
(12)
These warrants were issued in connection with the 2018 Note Agreement and subsequent Amendment Agreement and are the Q4 2018 Warrants discussed below .
(13)
These warrants were issued in connection with the 2018 Note Agreement and subsequent Amendment No. 2 Agreement and are the April 2019 Warrants discussed below .
(14)
These warrants were issued in connection with the May 2019 Bridge Notes and are the May 2019 Warrants discussed below.
During the three months ended March 31, 2021 and 2020, 239 and 1,588 warrants expired, respectively. These warrants had been issued in connection with transactions which were completed in January 2016 and February 2015, respectively.
During the three months ended March 31, 2021, 357 warrants were settled for cash of approximately $0.1 million. For further discussion, see the 2016 Warrant Liability in Note 9 – Fair Value.
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”). The August 2017 Offering Warrants were exercisable immediately and expire 5 years from date of issuance.
As a result of the March 2020 Amendment, the exercise price of the August 2017 Offering Warrants was adjusted from $2.25 to $0.40. 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 $6,000 and recorded this as a deemed dividend (“Deemed Dividend B”).
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 March 2020 Amendment, the exercise price of the Note Conversion Warrants was adjusted from $2.25 to $0.40. 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 C”) .
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 March 2020 Amendment, the exercise price of the Convertible Promissory Note Warrants was adjusted from $2.25 to $0.40. 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 D”) .
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 (the “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.
April 2018 Warrants
In connection with the issuance of Bridge Notes in April 2018, the Company issued 243,224 warrants at an exercise price of $11.25 at time of issuance. At issuance, half of these April 2018 Warrants had a five-year term and half had a one-year term. In April 2019, as a result of the Amendment No.2 Agreement, the exercise price of the April 2018 Warrants was adjusted to $5.40 and all April 2018 Warrants that had a one-year term were amended to have a five-year term.
Advisor Warrants
At the time of the 2018 Note Agreement, the Company issued 15,466 warrants with an exercise price of $11.25 to a financial advisor.
Q3 2018 Warrants
In connection with the issuance of Bridge Notes during the third quarter of 2018, the Company issued 196,340 warrants with an exercise price of $11.25 at time of issuance (the “Q3 2018 Warrants”). At the time of issuance, half of these Q3 2018 Warrants had a five-year term and half had a one-year term. In September 2018, the exercise price was modified to $7.50. In April 2019, as a result of the Amendment No.2 Agreement, the exercise price of the Q3 2018 Warrants was adjusted to $5.40 and all Q3 2018 Warrants that had a one-year term were amended to have a five-year term.
Q4 2018 Warrants
In connection with the issuance Bridge Notes during the fourth quarter of 2018, the Company issued 300,115 warrants with an exercise price of $5.40 at time of issuance and a five-year term (the “Q4 2018 Warrants”).
April 2019 Warrants
In connection with the issuance of the April 2019 Bridge Notes, the Company issued 147,472 warrants with an exercise price of $5.40 and a five-year term.
May 2019 Warrants
In connection with the issuance of the May 2019 Bridge Notes, the Company issued 154,343 warrants with an exercise price of $5.40 and a five-year term.
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 earnings per share.
There were no deemed dividends during the three months ended March 31, 2021. The following represents a summary of the dividends recorded for the three months ended March 31, 2020:
Amount Recorded
Deemed Dividends
(in thousands)
Dividends resulting from the March 2020 Amendment
Deemed Dividend A
$
3,333
Deemed Dividend B
6
Deemed Dividend C
5
Deemed Dividend D
*
For the three months ended March 31, 2020
$
3,344
* Represents less than one thousand dollars

FAIR VALUE

FAIR VALUE3 Months Ended
Mar. 31, 2021
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 statements of operations.
2016 Warrant Liability
The Company has a warrant liability related to warrants issued in January 2016 (the “2016 Warrant Liability”) and it represents the fair value of such warrants, of which, 357 warrants were settled for cash of approximately $0.1 million in January 2021. The balance of the 2016 Warrant Liability was zero as of March 31 , 2021.
The 2016 Warrant Liability is considered a Level 3 financial instrument and was valued using the Black Scholes model. As of December 31, 2020, assumptions and inputs used in the valuation of the 2016 Warrant Liability include: remaining life to maturity of less than one month; annual volatility of 135%; and a risk-free interest rate of 0.08%.
Bridge Note Warrant Liabilities
During 2018 and 2019, the Company issued warrants in connection with the issuance of Bridge Notes. All of these warrants issuances were classified as warrant liabilities (the “Bridge Note Warrant Liabilities”). See Note 4 - Convertible Notes for further discussion.
The Bridge Note Warrant Liabilities are considered Level 3 financial instruments and were valued using the Black Scholes model. As of March 31, 2021, assumptions used in the valuation of the Bridge Note Warrant Liabilities include: remaining life to maturity of 1.05 to 3.12 years; annual volatility of 160% to 223%; and risk free rate of 0.07% to 0.35%. As of December 31, 2020, assumptions used in the valuation of the Bridge Note Warrant Liabilities include: remaining life to maturity of 1.3 to 3.4 years; annual volatility of 162% to 201%; and risk free rate of 0.10% to 0.17%.
During the three months ended March 31, 2021 and 2020, 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, 2021
2016 Warrant
Bridge Note
Total Warrant
Liability
Warrant Liabilities
Liabilities
Beginning balance at January 1
$
130
$
1,195
$
1,325
Total (gains) losses:
Revaluation recognized in earnings

118
118
Deductions – warrant liability settlement
(130)

(130)
Balance at March 31
$

$
1,313
$
1,313
Three Months Ended March 31, 2020
2016 Warrant
Bridge Note
Total Warrant
Liability
Warrant Liabilities
Liabilities
Beginning balance at January 1
$
70
$
1,268
$
1,338
Total (gains) losses:
Revaluation recognized in earnings
(12)
(924)
(936)
Balance at March 31
$
58
$
344
$
402

EQUITY INCENTIVE PLAN

EQUITY INCENTIVE PLAN3 Months Ended
Mar. 31, 2021
EQUITY INCENTIVE PLAN [Abstract]
EQUITY INCENTIVE PLAN10. EQUITY INCENTIVE PLAN
The Company currently issues stock awards under its 2017 Stock Option and Incentive Plan, as amended (the "2017 Plan") which will expire on June 5, 2027. Per the terms of the 2017 Plan, the shares authorized for issuance under the 2017 Plan were 1,792,431 at March 31, 2021, of which 434,423 remain available for future grant. The shares authorized under the 2017 Plan are subject to annual increases on January 1 by 5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or such lessor number of shares determined by the Company’s Board of Directors or Compensation Committee. During the three months ended March 31, 2021, the shares authorized for issuance increased by 878,845 shares.
Stock Options.
The Company accounts for all stock-based compensation payments to employees and directors, including grants of employee stock options, at fair value at the date of grant 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 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, 2021, the Company granted stock options to purchase up to 591,097 shares of common stock at a weighted average exercise price of $2.16. The following table summarizes stock option activity under our plans during the three months ended March 31, 2021:
Number of
Weighted-Average
Options
Exercise Price
Outstanding at January 1, 2021
822,992
$
4.46
Granted
591,097
2.16
Forfeited
(55,993)
2.25
Outstanding at March 31, 2021
1,358,096
$
3.55
Exercisable at March 31, 2021
461,181
$
5.63
As of March 31, 2021, there were 1,133,868 options that were vested or expected to vest with an aggregate intrinsic value of $0.2 million and a remaining weighted average contractual life of 8.8 years.
During the three months ended March 31, 2020, there were 325,050 options granted with a weighted average exercise price of $2.09 and 13,267 options forfeited with a weighted average exercise price of $5.43.
For the three months ended March 31, 2021 and 2020, we recorded compensation expense for all stock awards of $0.4 million and $0.2 million, respectively, within operating expense in the accompanying statements of operations . As of March 31, 2021, 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 2.2 years.

SALES SERVICE REVENUE, NET AND

SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE3 Months Ended
Mar. 31, 2021
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.
Reagents and other diagnostic products
Control of reagents and other diagnostic products are transferred to the customer at a point in time and, as such, the Company recognizes these revenues at a point in time based on the delivery method. These revenues include revenues from reagent sets for our HSRR program, COVID-19 antibody tests and other product sales and are included in other revenue in our condensed consolidated statements of operations.
Equipment leasing
The Company accounts for sales-type leases within the scope of ASC 842, Leases, as ASC 606 specifically excludes leases from its guidance. The sales-type leases result in the derecognition of the underlying asset, the recognition of profit or loss on the sale, and the recognition of an investment in leased asset. Revenue from sales-type leases is recognized upfront on the commencement date of the lease, and is included in other revenue in our condensed consolidated statements of operations. For the three months ended March 31, 2021 and 2020, revenue from sales-type leases was less than $0.1 million and zero, respectively.
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, 2021 and 2020 were as follows:
For the Three Months Ended March 31,
(dollars in thousands)
Diagnostic Testing
Biomarker Testing
Total
2021
2020
2021
2020
2021
2020
Medicaid
$
13
$
9
$

$

$
13
$
9
Medicare
984
524


984
524
Self-pay
47
50


47
50
Third party payers
900
517


900
517
Contract diagnostics



358

358
Service revenue, net
$
1,944
$
1,100
$

$
358
$
1,944
$
1,458
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 the following types of transactions: diagnostic testing (“Diagnostic”), revenues from the Company’s ICP technology and bio-pharma projects encompassing genetic diagnostics (collectively “Biomarker”), revenues from clinical research grants from state and federal research programs and diagnostic product sales, including revenues from equipment leases and reagent sales associated with our HSRR program.
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, 2021 and December 31, 2020, the deferred revenue was $101,000 and $6,000, 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 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, 2021 and 2020 .
For the Three Months Ended March 31,
(dollars in thousands)
Contractual Allowances and
Revenues, net of Contractual
Gross Revenues
adjustments
Allowances and adjustments
2021
2020
2021
2020
2021
2020
Medicaid
$
13
$
9
$

$

$
13
$
9
Medicare
984
524


984
524
Self-pay
47
50


47
50
Third party payers
3,133
1,808
(2,233)
(1,291)
900
517
Contract diagnostics

358



358
4,177
2,749
(2,233)
(1,291)
1,944
1,458
Other
167
24


167
24
$
4,344
$
2,773
$
(2,233)
$
(1,291)
$
2,111
$
1,482
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, 2021 and 2020.
For the Three Months Ended March 31,
Revenues, net of
(dollars in thousands)
Contractual Allowances
Allowances for doubtful
and adjustments
accounts
Total
2021
2020
2021
2020
2021
2020
Medicaid
$
13
$
9
$
(8)
$
(8)
$
5
$
1
Medicare
984
524
(99)
(79)
885
445
Self-pay
47
50


47
50
Third party payers
900
517
(180)
(179)
720
338
Contract diagnostics

358



358
1,944
1,458
(287)
(266)
1,657
1,192
Other
167
24


167
24
$
2,111
$
1,482
$
(287)
$
(266)
$
1,824
$
1,216
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 outstanding related to payer categories:
(dollars in thousands)
March 31, 2021
December 31, 2020
Medicaid
$
106
$
131
Medicare
1,057
1,054
Self-pay
232
276
Third party payers
3,380
3,373
Contract diagnostic services and other
151
53
$
4,926
$
4,887
Less allowance for doubtful accounts
(4,301)
(4,013)
Accounts receivable, net
$
625
$
874
The following table presents the roll-forward of the allowance for doubtful accounts for the three months ended March 31, 2021.
Allowance for
Doubtful
(dollars in thousands)
Accounts
Balance, January 1, 2021
$
(4,013)
Collection Allowance:
Medicaid
$
(8)
Medicare
(99)
Third party payers
(180)
(287)
Bad debt expense
$
(1)
Total charges
(288)
Balance, March 31, 2021
$
(4,301)
Customer Revenue and Accounts Receivable Concentration
Our customers are oncologists, hospitals, reference laboratories, physician-office laboratories, and pharma and biotech companies. Customers that accounted for 10% or greater of our net sales or accounts receivable for the identified periods is as follows:
Net sales
Accounts receivable, as of
Three Months Ended
March 31,
March 31,
December 31,
2021
2020
2021
2020
Customer A
*
%
*
*
Customer B
*
%
*
*
Customer C
*
*
%
*
* represents less than 10%

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS3 Months Ended
Mar. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS12. SUBSEQUENT EVENTS
The Company has evaluated events and transactions subsequent to March 31, 2021 through the date the condensed consolidated financial statements were issued.
At The Market Offering Agreement
On April 2, 2021, the Company entered into a sales agreement with A.G.P./Alliance Global Partners (“A.G.P.”), pursuant to which the Company may offer and sell its common stock, par value $0.01 per share (the “Common Stock”) (the “Shares”), having aggregate sales proceeds of up to $22.0 million, to or through A.G.P., as sales agent (the “Sales Agreement”), from time to time, in an “at the market offering” (as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended) of the Shares (the “ATM Offering”). The Company is limited in the number of shares it can sell in the ATM Offering due to the offering limitations currently applicable to the Company under General Instruction I.B.6. of Form S-3 and the Company’s public float as of the applicable date of such sales, as well as the number of authorized and unissued shares available for issuance, in accordance with the terms of the Sales Agreement.
The offer and sales of our shares of Common Stock to or through A.G.P., will be made pursuant to the registration statement (the “Registration Statement”) on Form S-3 (File No. 333-237445), which was declared effective by the Securities and Exchange Commission (the “SEC”) on April 13, 2020, for an aggregate offering price of up to $50.0 million.
Under the Sales Agreement, Shares may be sold by any method permitted by law deemed to be an “at the market offering.” A.G.P. will also be able to sell shares of Common Stock by any other method permitted by law, including in negotiated transactions with the Company’s prior written consent. Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, A.G.P. is required to use its commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of The Nasdaq Capital Market to sell the Shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. A.G.P. is not under any obligation to purchase any of the Shares on a principal basis pursuant to the Sales Agreement, except as otherwise agreed by A.G.P. and the Company in writing and expressly set forth in a placement notice. A.G.P.’s obligations to sell the Shares under the Sales Agreement are subject to satisfaction of certain conditions, including customary closing conditions. The Company is not obligated to make any sales of Shares under the Sales Agreement and any determination by the Company to do so will be dependent, among other things, on market conditions and the Company’s capital raising needs.
The Company has agreed to pay A.G.P. a cash fee of 3.0% of the aggregate gross proceeds from the sale of the Shares on the Company’s behalf pursuant to the Sales Agreement. The Sales Agreement contains representations, warranties and covenants that are customary for transactions of this type. In addition, the Company has provided A.G.P. with customary indemnification and contribution rights. The Company has also agreed to reimburse A.G.P. for certain specified expenses, including the expenses of counsel to A.G.P. The offering of the Shares pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement by A.G.P. or the Company, as permitted therein.
From the date of the Sales Agreement through the issuance of this Quarterly Report on Form 10-Q, we have received gross proceeds of approximately $15.4 million from the sale of 4,501,000 shares of common stock through A.G.P.
Warrant Exercises
From April 1, 2021 through the issuance of this Quarterly Report on Form 10-Q, the Company issued 74,000 shares of its common stock in connection with the exercise of 74,000 warrants that were outstanding as of March 31, 2021. The warrant exercises resulted in cash proceeds to the Company of approximately $0.4 million.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)3 Months Ended
Mar. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basis of PresentationBasis of Presentation.
The accompanying condensed consolidated financial statements are presented in conformity with GAAP and, as of March 31, 2021 and for the three months ended March 31, 2021 and 2020, are unaudited and reflect all adjustments (consisting of only normal recurring adjustments) that are 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, 2020 contained in our Annual Report on Form 10‑K, filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2021. The results of operations for the interim periods presented are not necessarily indicative of the results for fiscal year 2021.
The condensed consolidated financial statements include the accounts of Precipio and its wholly owned subsidiaries, and the Joint Venture which is a VIE in which we are the primary beneficiary. Refer to the section titled “Consolidation of Variable Interest Entities” for further information related to our accounting for the Joint Venture. All intercompany balances have been eliminated in consolidation.
ReclassificationsReclassifications.
Certain prior period amounts of property and equipment, net and operating lease right-of-use assets have been reclassified to finance lease right-of-use assets to conform to the current period presentation. These reclassifications had no effect on previously reported net earnings or total assets. As of December 31, 2020, the amounts reclassified to finance lease right-of-use assets were $0.2 million of property and equipment, net and less than $0.1 million of operating lease right-of-use assets.
Recent Accounting PronouncementsRecently Adopted Accounting Pronouncements.
In December 2019, the FASB issued ASU 2019-12 “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ”, which is intended to improve consistent application and simplify the accounting for income taxes. This ASU removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance. The Company adopted this guidance on January 1, 2021. The adoption of this standard was not material to our condensed consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted.
In August 2020, the FASB issued ASU 2020-06 “ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity .” This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity and improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for annual reporting periods after December 15, 2023 and interim periods within those annual periods and early adoption is permitted in annual reporting periods ending after December 15, 2020. The Company is currently assessing the potential impact that the adoption of this ASU will have on its condensed consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13 “ Measurement of Credit Losses on Financial Instruments ” and subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04 and ASU 2019-05 (collectively, “Topic 326”), which replaces current methods for evaluating impairment of financial instruments not measured at fair value, including trade accounts receivable and certain debt securities, with a current expected credit loss model. Topic 326, as amended, is effective for the Company for reporting periods beginning after December 15, 2022. The Company is currently assessing the potential impact that the adoption of this ASU will have on its 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 2,381,497 and 5,859,395 shares of our common stock have been excluded from the computation of diluted loss per share at March 31, 2021 and 2020, 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,
2021
2020
Stock options
1,358,096
802,113
Warrants
905,901
907,601
Preferred stock
117,500
117,500
Convertible notes

4,032,181
Total
2,381,497
5,859,395
Consolidation of Variable Interest EntitiesConsolidation of Variable Interest Entities.
We evaluate any entity in which we are involved to determine if the entity is a VIE and if so, whether we hold a variable interest and are the primary beneficiary. We consolidate VIEs that are subject to assessment when we are deemed to be the primary beneficiary of the VIE. The process for determining whether we are the primary beneficiary of the VIE is to conclude whether we are a party to the VIE holding a variable interest that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE, and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE.
We have determined that we hold a variable interest in the Joint Venture, have the power to make significant operational decisions on behalf of the VIE and also have the obligation to absorb the majority of the losses from the VIE. As such we have also determined that we are the primary beneficiary of the VIE. The following table presents information about the carrying value of the assets and liabilities of the Joint Venture which we consolidate and which are included on our condensed consolidated balance sheets. Intercompany balances are eliminated in consolidation and not reflected in the following table.
(dollars in thousands)
March 31, 2021
December 31, 2020
Assets:
Accounts receivable, net
$
390
$
538
Total assets
$
390
$
538
Liabilities:
Accrued expenses
$
15
$
27
Total liabilities
$
15
$
27
Noncontrolling interest in Joint Venture
$
28
$
27
Total stockholders' equity
$
56
$
53

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)3 Months Ended
Mar. 31, 2021
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,
2021
2020
Stock options
1,358,096
802,113
Warrants
905,901
907,601
Preferred stock
117,500
117,500
Convertible notes

4,032,181
Total
2,381,497
5,859,395
Schedule of Variable Interest EntitiesThe following table presents information about the carrying value of the assets and liabilities of the Joint Venture which we consolidate and which are included on our condensed consolidated balance sheets. Intercompany balances are eliminated in consolidation and not reflected in the following table.
(dollars in thousands)
March 31, 2021
December 31, 2020
Assets:
Accounts receivable, net
$
390
$
538
Total assets
$
390
$
538
Liabilities:
Accrued expenses
$
15
$
27
Total liabilities
$
15
$
27
Noncontrolling interest in Joint Venture
$
28
$
27
Total stockholders' equity
$
56
$
53

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)3 Months Ended
Mar. 31, 2021
LONG-TERM DEBT [Abstract]
Schedule of debtLong-term debt consists of the following:
Dollars in Thousands
March 31, 2021
December 31, 2020
Department of Economic and Community Development (DECD)
$
226
$
233
DECD debt issuance costs
(21)
(22)
Financed insurance loan
5
12
Paycheck Protection Program

787
Total long-term debt
210
1,010
Current portion of long-term debt
(30)
(648)
Long-term debt, net of current maturities
$
180
$
362

CONVERTIBLE NOTES (Tables)

CONVERTIBLE NOTES (Tables)3 Months Ended
Mar. 31, 2021
Convertible Bridge Loan
Debt Instrument [Line Items]
Summary of change in Bridge Note debt discounts and debt premiumsDuring the three months ended March 31, 2020, the change in Bridge Note debt discounts and debt premiums was as follows:
(Dollars in thousands)
For the Three Months Ended March 31,
2020
Debt Discounts
Debt Premiums
Beginning balance at January 1
$
(1,796)
$

Additions:

793
Deductions:
Amortization (accretion) (1)
703
(39)
Write-off related to note conversions (2)
138
(75)
Write-off related to note extinguishment (3)
955

Balance at March 31
$

$
679
(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.
(3)
Write-offs associated with note extinguishment are recognized as a loss and included in loss on extinguishment of convertible notes in the condensed consolidated statements of operations.

ACCRUED EXPENSES OTHER CURREN_2

ACCRUED EXPENSES OTHER CURRENT LIABILITIES (Tables)3 Months Ended
Mar. 31, 2021
ACCRUED EXPENSES OTHER CURRENT LIABILITIES [Abstract]
Accrued expenses(dollars in thousands)
2021
2020
Accrued expenses
$
1,192
$
1,332
Accrued compensation
550
685
Accrued interest
19
19
$
1,761
$
2,036

LEASES (Tables)

LEASES (Tables)3 Months Ended
Mar. 31, 2021
LEASES [Abstract]
Summary of balance sheet presentation of our operating and finance leasesThe balance sheet presentation of our operating and finance leases is as follows:
(dollars in thousands)
Classification on the Consolidated Balance Sheet
March 31, 2021
December 31, 2020 (1)
Assets:
Operating lease right-of-use assets, net
$
253
$
306
Finance lease right-of-use assets, net (2)
289
204
Total lease assets
$
542
$
510
Liabilities:
Current:
Current maturities of operating lease liabilities
$
186
$
225
Current maturities of finance lease liabilities
136
48
Noncurrent:
Operating lease liabilities, less current maturities
77
92
Finance lease liabilities, less current maturities
112
116
Total lease liabilities
$
511
$
481
(1)
As of December 31, 2020, $175 of property and equipment, net and $29 of operating lease right-of-use assets were reclassified to finance lease right-of-use assets to conform to the current period presentation.
(2)
As of March 31, 2021 and December 31, 2020, finance lease right-of-use assets included $125 and $29, respectively, of assets related to finance leases associated with the HSRR program.
Summary of estimated future minimum lease payments for finance leasesAs of March 31, 2021 and December 31, 2020, the estimated future minimum lease payments, excluding non-lease components, are as follows:
(dollars in thousands)
Operating Leases
Finance Leases
Total
March 31,
December 31,
March 31,
December 31,
March 31,
December 31,
2021
2020
2021
2020
2021
2020
2021
$
181
$
241
$
128
$
61
$
309
$
302
2022
48
48
68
49
116
97
2023
35
35
38
38
73
73
2024
17
17
28
28
45
45
2025


13
13
13
13
Total lease obligations
281
341
275
189
556
530
Less: Amount representing interest
(18)
(24)
(27)
(25)
(45)
(49)
Present value of net minimum lease obligations
263
317
248
164
511
481
Less, current portion
(186)
(225)
(136)
(48)
(322)
(273)
Long term portion
$
77
$
92
$
112
$
116
$
189
$
208
Schedule of other informationMarch 31,
December 31,
2021
2020
Weighted-average remaining lease term (years):
Operating leases
1.7
1.9
Finance leases
2.5
3.6
Weighted-average discount rate:
Operating leases
Finance leases

STOCKHOLDERS' EQUITY (Tables)

STOCKHOLDERS' EQUITY (Tables)3 Months Ended
Mar. 31, 2021
STOCKHOLDERS' EQUITY [Abstract]
Schedule of stockholders' equity, including warrants and rightsThe following represents a summary of the warrants outstanding as of March 31, 2021:
Underlying
Exercise
Issue Year
Expiration
Shares
Price
Warrants
(1)
2017
June 2022
2,540
$
41.25
(1)
2017
June 2022
500
$
7.50
(2)
2017
June 2022
6,095
$
105.00
(3)
2017
August 2022
25,201
$
0.40
(4)
2017
August 2022
4,000
$
46.88
(5)
2017
August 2022
47,995
$
150.00
(5)
2017
August 2022
9,101
$
7.50
(6)
2017
August 2022
16,664
$
0.40
(6)
2017
August 2022
7,335
$
0.40
(7)
2017
October 2022
666
$
0.40
(8)
2018
October 2022
7,207
$
112.50
(9)
2018
April 2023
69,964
$
5.40
(9)
2018
April 2023
121,552
$
5.40
(10)
2018
October 2022
15,466
$
11.25
(11)
2018
July 2023
14,671
$
5.40
(11)
2018
July 2023
14,672
$
5.40
(11)
2018
August 2023
36,334
$
5.40
(11)
2018
August 2023
36,334
$
5.40
(11)
2018
September 2023
19,816
$
5.40
(11)
2018
September 2023
20,903
$
5.40
(12)
2018
November 2023
75,788
$
5.40
(12)
2018
December 2023
51,282
$
5.40
(13)
2019
April 2024
147,472
$
5.40
(14)
2019
May 2024
154,343
$
9.56
905,901
(1)
These warrants were issued in connection with a June 2017 merger transaction (the “Merger”).
(2)
These warrants were issued in connection with the Merger.
(3)
These warrants were issued in connection with an underwritten public offering completed on August 28, 2017 (the “August 2017 Offering”) and are the August 2017 Offering Warrants discussed below.
(4)
These warrants were issued in connection with the August 2017 Offering.
(5)
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.
(6)
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.
(7)
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.
(8)
These warrants were issued in connection with the Debt Obligation settlement agreements and are the Creditor Warrants discussed below.
(9)
These warrants were issued in connection with the 2018 Note Agreement and are the April 2018 Warrants discussed below.
(10)
These warrants were issued in connection with the 2018 Note Agreement and are the Advisor Warrants discussed below.
(11)
These warrants were issued in connection with the 2018 Note Agreement and are the Q3 2018 Warrants discussed below.
(12)
These warrants were issued in connection with the 2018 Note Agreement and subsequent Amendment Agreement and are the Q4 2018 Warrants discussed below .
(13)
These warrants were issued in connection with the 2018 Note Agreement and subsequent Amendment No. 2 Agreement and are the April 2019 Warrants discussed below .
(14)
These warrants were issued in connection with the May 2019 Bridge Notes and are the May 2019 Warrants discussed below.
Summary of dividends recordedThere were no deemed dividends during the three months ended March 31, 2021. The following represents a summary of the dividends recorded for the three months ended March 31, 2020:
Amount Recorded
Deemed Dividends
(in thousands)
Dividends resulting from the March 2020 Amendment
Deemed Dividend A
$
3,333
Deemed Dividend B
6
Deemed Dividend C
5
Deemed Dividend D
*
For the three months ended March 31, 2020
$
3,344
* Represents less than one thousand dollars

FAIR VALUE (Tables)

FAIR VALUE (Tables)3 Months Ended
Mar. 31, 2021
FAIR VALUE [Abstract]
Schedule of Changes in Fair Value of LiabilityDollars in Thousands
Three Months Ended March 31, 2021
2016 Warrant
Bridge Note
Total Warrant
Liability
Warrant Liabilities
Liabilities
Beginning balance at January 1
$
130
$
1,195
$
1,325
Total (gains) losses:
Revaluation recognized in earnings

118
118
Deductions – warrant liability settlement
(130)

(130)
Balance at March 31
$

$
1,313
$
1,313
Three Months Ended March 31, 2020
2016 Warrant
Bridge Note
Total Warrant
Liability
Warrant Liabilities
Liabilities
Beginning balance at January 1
$
70
$
1,268
$
1,338
Total (gains) losses:
Revaluation recognized in earnings
(12)
(924)
(936)
Balance at March 31
$
58
$
344
$
402

EQUITY INCENTIVE PLAN (Tables)

EQUITY INCENTIVE PLAN (Tables)3 Months Ended
Mar. 31, 2021
EQUITY INCENTIVE PLAN [Abstract]
Summary of stock option activityThe following table summarizes stock option activity under our plans during the three months ended March 31, 2021:
Number of
Weighted-Average
Options
Exercise Price
Outstanding at January 1, 2021
822,992
$
4.46
Granted
591,097
2.16
Forfeited
(55,993)
2.25
Outstanding at March 31, 2021
1,358,096
$
3.55
Exercisable at March 31, 2021
461,181
$
5.63

SALES SERVICE REVENUE, NET AN_2

SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Tables)3 Months Ended
Mar. 31, 2021
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE [Abstract]
Schedule of Net RevenuesService revenue, net for the three months ended March 31, 2021 and 2020 were as follows:
For the Three Months Ended March 31,
(dollars in thousands)
Diagnostic Testing
Biomarker Testing
Total
2021
2020
2021
2020
2021
2020
Medicaid
$
13
$
9
$

$

$
13
$
9
Medicare
984
524


984
524
Self-pay
47
50


47
50
Third party payers
900
517


900
517
Contract diagnostics



358

358
Service revenue, net
$
1,944
$
1,100
$

$
358
$
1,944
$
1,458
Schedule of Gross to Net Sales AdjustmentsThe following table presents our revenues initially recognized for each associated payer class during the three months ended March 31, 2021 and 2020 .
For the Three Months Ended March 31,
(dollars in thousands)
Contractual Allowances and
Revenues, net of Contractual
Gross Revenues
adjustments
Allowances and adjustments
2021
2020
2021
2020
2021
2020
Medicaid
$
13
$
9
$

$

$
13
$
9
Medicare
984
524


984
524
Self-pay
47
50


47
50
Third party payers
3,133
1,808
(2,233)
(1,291)
900
517
Contract diagnostics

358



358
4,177
2,749
(2,233)
(1,291)
1,944
1,458
Other
167
24


167
24
$
4,344
$
2,773
$
(2,233)
$
(1,291)
$
2,111
$
1,482
Schedule of Reported Revenues Net of Collection AllowanceThe following table presents our reported revenues net of the collection allowance and adjustments for the three months ended March 31, 2021 and 2020.
For the Three Months Ended March 31,
Revenues, net of
(dollars in thousands)
Contractual Allowances
Allowances for doubtful
and adjustments
accounts
Total
2021
2020
2021
2020
2021
2020
Medicaid
$
13
$
9
$
(8)
$
(8)
$
5
$
1
Medicare
984
524
(99)
(79)
885
445
Self-pay
47
50


47
50
Third party payers
900
517
(180)
(179)
720
338
Contract diagnostics

358



358
1,944
1,458
(287)
(266)
1,657
1,192
Other
167
24


167
24
$
2,111
$
1,482
$
(287)
$
(266)
$
1,824
$
1,216
Schedule of ReceivablesThe following summarizes the mix of receivables outstanding related to payer categories:
(dollars in thousands)
March 31, 2021
December 31, 2020
Medicaid
$
106
$
131
Medicare
1,057
1,054
Self-pay
232
276
Third party payers
3,380
3,373
Contract diagnostic services and other
151
53
$
4,926
$
4,887
Less allowance for doubtful accounts
(4,301)
(4,013)
Accounts receivable, net
$
625
$
874
Schedule of Allowance for Doubtful AccountsThe following table presents the roll-forward of the allowance for doubtful accounts for the three months ended March 31, 2021.
Allowance for
Doubtful
(dollars in thousands)
Accounts
Balance, January 1, 2021
$
(4,013)
Collection Allowance:
Medicaid
$
(8)
Medicare
(99)
Third party payers
(180)
(287)
Bad debt expense
$
(1)
Total charges
(288)
Balance, March 31, 2021
$
(4,301)
Schedule of Customer Revenue and Accounts Receivable ConcentrationsOur customers are oncologists, hospitals, reference laboratories, physician-office laboratories, and pharma and biotech companies. Customers that accounted for 10% or greater of our net sales or accounts receivable for the identified periods is as follows:
Net sales
Accounts receivable, as of
Three Months Ended
March 31,
March 31,
December 31,
2021
2020
2021
2020
Customer A
*
%
*
*
Customer B
*
%
*
*
Customer C
*
*
%
*
* represents less than 10%

BUSINESS DESCRIPTION (Narrative

BUSINESS DESCRIPTION (Narrative) (Details) - USD ($)Apr. 02, 2021Jun. 26, 2020Mar. 26, 2020Sep. 07, 2018Mar. 31, 2021Sep. 30, 2020Jun. 30, 2020Mar. 31, 2020Dec. 31, 2020Apr. 30, 2020Apr. 13, 2020
Business Acquisition [Line Items]
Oncology test reporting time1 day
Net loss $ 1,500,000
Working deficiency300,000
Net cash used in operating activities(1,289,000) $ (1,589,000)
Proceeds from issuance of common stock $ 1,260,000 $ 1,350,000
Proceeds from long-term debt $ 800,000
Common stock, par value $ 0.01 $ 0.01
Term of test reporting time for patients1 day
Maximum
Business Acquisition [Line Items]
Oncology test reporting time10 days
Term of test reporting time for patients10 days
Minimum
Business Acquisition [Line Items]
Oncology test reporting time7 days
Term of test reporting time for patients7 days
Sales Agreement with Alliance Global Partners
Business Acquisition [Line Items]
Maximum aggregate initial offering price $ 50,000,000
Lincoln Park [Member]
Business Acquisition [Line Items]
Value of shares issued $ 10,000,000 $ 10,000,000
Shares sold in offering (in shares)4,980,000 930,012
Proceeds from issuance of common stock $ 1,300,000
Equity purchase agreement value remaining available $ 1,200,000
Sale of common stock4,500,000
LP 2020 Purchase Agreement [Member]
Business Acquisition [Line Items]
Proceeds from issuance of common stock $ 8,800,000
Subsequent Events | Sales Agreement with Alliance Global Partners
Business Acquisition [Line Items]
Proceeds from issuance of common stock $ 15,400,000
Common stock, par value $ 0.01
Sale of common stock4,501,000
Additional shares available for future sales $ 6,600,000
Subsequent Events | Sales Agreement with Alliance Global Partners | Maximum
Business Acquisition [Line Items]
Proceeds from issuance of common stock $ 22,000,000
Joint Venture [Member]
Business Acquisition [Line Items]
Percentage of interest in joint venture49.00%
Joint Venture [Member] | Poplar Put Right [Member] | Scenario, Plan [Member]
Business Acquisition [Line Items]
Percentage of interest in joint venture100.00%
Price per share $ 1
Purchase price $ 51
Joint Venture [Member] | Popular Healthcare PLLC [Member]
Business Acquisition [Line Items]
Percentage of interest in joint venture51.00%

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2021Mar. 31, 2020Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Finance lease assets $ 289 $ 204
Amounts reclassified to finance lease right-of-use assets96
Amounts reclassified to operating lease right-of-use assets $ 0 $ 0
Securities not included in the computation of diluted net loss per share2,381,497 5,859,395
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 share1,358,096 802,113
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities not included in the computation of diluted net loss per share905,901 907,601
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 share117,500 117,500
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 share4,032,181
Reclassified to finance lease right of use assets [Member] | Right of Use Asset
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Finance lease assets29
Reclassified to finance lease right of use assets [Member] | Property, Plant and Equipment
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Finance lease assets $ 175

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (VIE) (Details) - USD ($) $ in ThousandsMar. 31, 2021Dec. 31, 2020Mar. 31, 2020Dec. 31, 2019
Assets:
Accounts receivable, net $ 625 $ 874
Total assets20,423 20,713
Liabilities:
Accrued expenses1,761 2,036
Total liabilities5,865 6,551
Total stockholders' equity14,558 14,162 $ 11,285 $ 13,205
Variable Interest Entity, Primary Beneficiary [Member]
Assets:
Accounts receivable, net390 538
Total assets390 538
Liabilities:
Accrued expenses15 27
Total liabilities15 27
Noncontrolling Interest in Joint Venture28 27
Total stockholders' equity $ 56 $ 53

LONG-TERM DEBT (Schedule of Deb

LONG-TERM DEBT (Schedule of Debt) (Details) - USD ($) $ in ThousandsMar. 31, 2021Dec. 31, 2020
Debt Instrument [Line Items]
Total long-term debt $ 210 $ 1,010
Current portion of long-term debt(30)(648)
Long-term debt, net of current maturities180 362
Department of Economic and Community Development (DECD)
Debt Instrument [Line Items]
Total long-term debt226 233
Debt issuance cost(21)(22)
Financed Insurance Loan [Member]
Debt Instrument [Line Items]
Total long-term debt $ 5 12
Paycheck Protection Program
Debt Instrument [Line Items]
Total long-term debt $ 787

LONG-TERM DEBT (Department of E

LONG-TERM DEBT (Department of Economic and Community Development) (Details) - Department of Economic and Community Development (DECD) - USD ($)Jan. 08, 2018Mar. 31, 2021Mar. 31, 2020Dec. 31, 2020
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%
Term loan
Debt Instrument [Line Items]
Proceeds from long-term debt $ 300,000
Debt issuance costs, net $ 31,000 $ 21,000 $ 22,000
Amortization of debt issuance cost1,000
20213,000
20223,000
20233,000
20243,000
2025 $ 3,000
Term loan | Maximum
Debt Instrument [Line Items]
Amortization of debt issuance cost $ 1,000

LONG-TERM DEBT (Financed Insura

LONG-TERM DEBT (Financed Insurance Loan) (Details) - USD ($)Mar. 31, 2021Dec. 31, 2020Jul. 31, 2020Jul. 31, 2019
Debt Instrument [Line Items]
Total debt $ 210,000 $ 1,010,000
Financed Insurance Loan [Member]
Debt Instrument [Line Items]
Debt instrument, face amount $ 100,000 $ 400,000
Interest rate (as a percent)5.00%5.00%
Total debt5,000 12,000
Maximum | Financed Insurance Loan [Member]
Debt Instrument [Line Items]
Total debt $ 100,000 $ 100,000

LONG-TERM DEBT (Settlement Agre

LONG-TERM DEBT (Settlement Agreement) (Details) - USD ($)Sep. 21, 2018Mar. 31, 2021Dec. 31, 2020
Debt Instrument [Line Items]
Total debt $ 210,000 $ 1,010,000
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 $ 100,000
Interest rate (as a percent)10.00%
Total debt $ 0 $ 0

LONG-TERM DEBT (Paycheck Protec

LONG-TERM DEBT (Paycheck Protection Program.) (Details) - USD ($)3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020Apr. 23, 2020
Debt Instrument [Line Items]
Gain on forgiveness of debt $ 794,000
Paycheck Protection Program
Debt Instrument [Line Items]
Debt instrument, face amount $ 600,000
Payroll Cost800,000
Long-term Debt $ 200,000
Gain on forgiveness of debt $ 800,000
Unsecured Debt [Member] | Paycheck Protection Program | Promissory notes
Debt Instrument [Line Items]
Debt instrument, face amount $ 787,200

CONVERTIBLE NOTES - Bridge Note

CONVERTIBLE NOTES - Bridge Notes (Details) - USD ($)Mar. 26, 2020Mar. 25, 2020Mar. 31, 2021Mar. 31, 2020Dec. 31, 2020Dec. 31, 2019
Debt Instrument [Line Items]
Loss on extinguishment of convertible notes $ (1,225,000)
Conversion of convertible debt, plus interest, into common stock353,000
Convertible notes $ 0 $ 0
April 2019 Bridge Notes And May 2019 Bridge Notes
Debt Instrument [Line Items]
Guaranteed interest period18 months12 months
Convertible Debt [Member] | Convertible Bridge Loan
Debt Instrument [Line Items]
Debt discount $ 1,796,000
Debt premium on debt $ 679,000
Number of shares converted from debt instrument (in shares)427,997
Conversion of convertible debt, plus interest, into common stock $ 300,000
Amendment Agreement | Convertible Debt [Member] | April 2019 Bridge Notes And May 2019 Bridge Notes
Debt Instrument [Line Items]
Loss on extinguishment of convertible notes1,200,000
Floor price $ 0.40 $ 2.25
Debt premium on debt $ 800,000

CONVERTIBLE NOTES (Bridge Note

CONVERTIBLE NOTES (Bridge Note debt discounts and debt premiums) (Details) - Convertible Debt [Member] - Convertible Bridge Loan $ in Thousands3 Months Ended
Mar. 31, 2020USD ($)
Debt discounts
Beginning balance $ (1,796)
Deductions: Amortization/accretion703
Deductions: Write-off related to note conversions138
Deductions: Write-off related to note extinguishment955
Debt premiums
Additions:793
Deductions: Amortization/accretion(39)
Deductions: Write-off related to note conversions(75)
Ending balance $ 679

ACCRUED EXPENSES OTHER CURREN_3

ACCRUED EXPENSES OTHER CURRENT LIABILITIES (Accrued Expenses) (Details) - USD ($) $ in ThousandsMar. 31, 2021Dec. 31, 2020
ACCRUED EXPENSES OTHER CURRENT LIABILITIES [Abstract]
Accrued expenses $ 1,192 $ 1,332
Accrued compensation550 685
Accrued interest19 19
Accrued expenses $ 1,761 $ 2,036

ACCRUED EXPENSES OTHER CURREN_4

ACCRUED EXPENSES OTHER CURRENT LIABILITIES (Narrative) (Details) - USD ($)3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Reduction in Certain Accrued Expense and Accounts Payable $ 0
Maximum
Reduction in Certain Accrued Expense and Accounts Payable $ 100,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Narrative) (Details) - CPA Global - USD ($) $ in MillionsFeb. 06, 2017Mar. 31, 2021Dec. 31, 2020
Loss Contingencies [Line Items]
Loss contingency, damages sought $ 0.2
Maximum
Loss Contingencies [Line Items]
Loss contingency accrual $ 0.1 $ 0.1

LEASES - Narrative (Details)

LEASES - Narrative (Details) $ in Thousands3 Months Ended
Mar. 31, 2021USD ($)itemMar. 31, 2020USD ($)Dec. 31, 2020USD ($)
Lessee, Lease, Description [Line Items]
Operating leases $ 100 $ 100
Right-of-use assets obtained in exchange for operating lease obligations0 0
Finance lease ROU assets11 17
Net investment in leased assets $ 100 $ 100
Minimum
Lessee, Lease, Description [Line Items]
Facility leases | item1
Renewal term1 year
Maximum
Lessee, Lease, Description [Line Items]
Renewal term5 years
Right of Use Asset
Lessee, Lease, Description [Line Items]
Finance lease ROU assets $ 0
Right of Use Asset | Maximum
Lessee, Lease, Description [Line Items]
Finance lease ROU assets $ 100

LEASES - Operating and Financin

LEASES - Operating and Financing leases (Details) - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2021Mar. 31, 2020Dec. 31, 2020
Balance sheet presentation of our operating and financing leases
Operating lease assets $ 253 $ 306
Finance lease assets289 204
Total lease assets542 510
Operating lease obligations, current186 225
Finance lease obligations, current136 48
Operating lease obligations, Non-current77 92
Finance lease obligations, Non-current112 116
Total lease liabilities511 481
Amounts reclassified to finance lease right-of-use assets96
Amounts reclassified to operating lease right-of-use assets0 $ 0
HemeScreen Reagent Rental [Member]
Balance sheet presentation of our operating and financing leases
Finance lease assets $ 125 29
Reclassified to finance lease right of use assets [Member] | Right of Use Asset
Balance sheet presentation of our operating and financing leases
Finance lease assets29
Reclassified to finance lease right of use assets [Member] | Property, Plant and Equipment
Balance sheet presentation of our operating and financing leases
Finance lease assets $ 175

LEASES - Future Minimum Lease P

LEASES - Future Minimum Lease Payments (Details) - USD ($) $ in ThousandsMar. 31, 2021Dec. 31, 2020
Operating leases, estimated future minimum lease payments
2021 $ 181 $ 241
202248 48
202335 35
202417 17
Total lease obligations281 341
Less: Amount representing interest(18)(24)
Present value of net minimum lease obligations263 317
Less, current portion(186)(225)
Long term portion77 92
Finance leases, estimated future minimum lease payments
2021128 61
202268 49
202338 38
202428 28
202513 13
Total lease obligations275 189
Less: Amount representing interest(27)(25)
Present value of net minimum lease obligations248 164
Less, current portion(136)(48)
Long term portion112 116
2021309 302
2022116 97
202373 73
202445 45
202513 13
Total lease obligations556 530
Less: Amount representing interest(45)(49)
Total lease liabilities511 481
Less, current portion(322)(273)
Long term portion $ 189 $ 208

LEASES - Other Information (Det

LEASES - Other Information (Details)Mar. 31, 2021Dec. 31, 2020
LEASES [Abstract]
Operating leases (in years)1 year 8 months 12 days1 year 10 months 24 days
Finance leases (in years)2 years 6 months3 years 7 months 6 days
Operating leases discount rate8.00%8.00%
Finance leases discount rate8.52%8.28%

LEASES - Operating and Financ_2

LEASES - Operating and Financing Lease Cost (Details) - USD ($) $ in Millions3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Lessee, Lease, Description [Line Items]
Operating lease costs $ 0.1 $ 0.1
Maximum
Lessee, Lease, Description [Line Items]
Short-term lease costs0.1 0.1
Finance leases, amortization expense and interest $ 0.1 $ 0.1

STOCKHOLDERS' EQUITY (Common St

STOCKHOLDERS' EQUITY (Common Stock, 2018 Purchase Agreement and LP Purchase Agreement) (Details) - USD ($)Jun. 26, 2020Apr. 08, 2020Mar. 26, 2020Sep. 07, 2018Mar. 31, 2021Mar. 31, 2020Dec. 31, 2020Jan. 01, 2019Dec. 20, 2018
Class of Stock [Line Items]
Common stock, shares authorized (in shares)150,000,000 150,000,000 250,000,000 150,000,000
Shares issued (in shares)18,132,063 17,576,916
Common stock, shares outstanding (in shares)18,132,063 17,576,916
Issuance of common stock, net of issuance costs $ 1,260,000 $ 1,350,000
Issuance of common stock for consulting services $ 150,000
Conversion of debt into stock $ 353,000
Common Stock [Member]
Class of Stock [Line Items]
Common stock issued in connection with the conversion of convertible notes0 427,997
Issuance of common stock for consulting services (in shares)55,147
Issuance of common stock for consulting services $ 200,000
Number of shares converted from debt instrument (in shares)427,997
Conversion of debt into stock $ 0 $ 400,000
Lincoln Park [Member]
Class of Stock [Line Items]
Value of shares issued $ 10,000,000 $ 10,000,000
New shares issued (in shares)4,500,000
Shares issued (in shares)3,460,000
Shares sold in offering (in shares)4,980,000 930,012
Issuance of common stock, net of issuance costs $ 1,300,000
LP 2020 Purchase Agreement [Member]
Class of Stock [Line Items]
Issuance of common stock, net of issuance costs $ 8,800,000
LP 2020 Purchase Agreement [Member] | Lincoln Park [Member]
Class of Stock [Line Items]
Value of shares issued $ 10,000,000
New shares issued (in shares)1,770,000 250,000
Shares sold in offering (in shares)500,000
Issuance of common stock, net of issuance costs $ 1,300,000

STOCKHOLDERS' EQUITY (Preferred

STOCKHOLDERS' EQUITY (Preferred Stock) (Details) - sharesMar. 31, 2021Dec. 31, 2020
STOCKHOLDERS' EQUITY [Abstract]
Preferred stock, shares authorized (in shares)15,000,000 15,000,000

STOCKHOLDERS' EQUITY (Series B

STOCKHOLDERS' EQUITY (Series B Preferred Stock) (Details) - USD ($) $ / shares in Units, $ in Millions3 Months Ended
Mar. 31, 2021Mar. 31, 2020Dec. 31, 2020Feb. 29, 2020Aug. 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
Preferred Class B
Class of Stock [Line Items]
Preferred stock, par value (in dollars per share) $ 0.01
Number of shares converted (in shares)0 0
Preferred stock, shares authorized (in shares)6,900 6,900 6,900
Preferred stock, shares outstanding (in shares)47 47
Preferred stock, shares issued (in shares)6,900 6,900
Preferred Stock, Liquidation Preference Per Share $ 1,000
2018 Note Agreement | Preferred Class B
Class of Stock [Line Items]
Conversion price (in dollars per share) $ 0.40 $ 2.25
2018 Note Agreement | Preferred Class B | Deemed Dividend A
Class of Stock [Line Items]
Beneficial conversion feature $ 3.3

STOCKHOLDERS' EQUITY (Schedule

STOCKHOLDERS' EQUITY (Schedule of Warrants) (Details) - USD ($) $ / shares in Units, $ in Millions1 Months Ended3 Months Ended
Jan. 31, 2021Mar. 31, 2021Mar. 31, 2020
Class of Stock [Line Items]
Underlying shares (in shares)905,901
Warrants expired239 1,588
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)25,201
Exercise price (in dollars per share) $ 0.40
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) $ 0.40
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) $ 0.40
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) $ 0.40
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 2023 Group A [Member]
Class of Stock [Line Items]
Underlying shares (in shares)69,964
Exercise price (in dollars per share) $ 5.40
Warrants Not Assumed In Merger, Expiring April 2023 Group B [Member]
Class of Stock [Line Items]
Underlying shares (in shares)121,552
Exercise price (in dollars per share) $ 5.40
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 2023 Group A [Member]
Class of Stock [Line Items]
Underlying shares (in shares)14,671
Exercise price (in dollars per share) $ 5.40
Warrants Not Assumed In Merger, Expiring July 2023 Group B [Member]
Class of Stock [Line Items]
Underlying shares (in shares)14,672
Exercise price (in dollars per share) $ 5.40
Warrants Not Assumed In Merger, Expiring August 2023 Group A [Member]
Class of Stock [Line Items]
Underlying shares (in shares)36,334
Exercise price (in dollars per share) $ 5.40
Warrants Not Assumed In Merger, Expiring August 2023 Group B [Member]
Class of Stock [Line Items]
Underlying shares (in shares)36,334
Exercise price (in dollars per share) $ 5.40
Warrants Not Assumed In Merger, Expiring September 2023 Group A [Member]
Class of Stock [Line Items]
Underlying shares (in shares)19,816
Exercise price (in dollars per share) $ 5.40
Warrants Not Assumed In Merger, Expiring September 2023 Group B [Member]
Class of Stock [Line Items]
Underlying shares (in shares)20,903
Exercise price (in dollars per share) $ 5.40
Warrants Not Assumed In Merger, Expiring November 2023 [Member]
Class of Stock [Line Items]
Underlying shares (in shares)75,788
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)51,282
Exercise price (in dollars per share) $ 5.40
Warrants Not Assumed In Merger, Expiring April 2024 [Member]
Class of Stock [Line Items]
Underlying shares (in shares)147,472
Exercise price (in dollars per share) $ 5.40
Warrants Not Assumed In Merger, Expiring May 2024 [Member]
Class of Stock [Line Items]
Underlying shares (in shares)154,343
Exercise price (in dollars per share) $ 9.56
2016 Warrant Liability [Member]
Class of Stock [Line Items]
Warrants outstanding (in shares)357
Settlement of warrant liability $ 0.1

STOCKHOLDERS' EQUITY (Offering

STOCKHOLDERS' EQUITY (Offering Warrants) (Details) - USD ($)1 Months Ended3 Months Ended
Mar. 31, 2020Aug. 31, 2017Mar. 31, 2021Mar. 31, 2020Feb. 29, 2020
Class of Stock [Line Items]
Deemed dividend $ 0 $ 3,344,000
Offering Warrants
Class of Stock [Line Items]
Stock rights issued (in shares)178,666
Exercise price (in dollars per share) $ 0.40 $ 45 $ 0.40 $ 2.25
Class of warrant or right, term5 years
Offering Warrants | Deemed Dividend B
Class of Stock [Line Items]
Deemed dividend $ 6,000

STOCKHOLDERS' EQUITY (Note Conv

STOCKHOLDERS' EQUITY (Note Conversion Warrants) (Details) - USD ($) $ / shares in Units, $ in Thousands1 Months Ended3 Months Ended
Aug. 31, 2017Mar. 31, 2021Mar. 31, 2020Feb. 29, 2020
Class of Stock [Line Items]
Deemed dividend $ 0 $ 3,344
Note Conversion Warrants
Class of Stock [Line Items]
Exercise price (in dollars per share) $ 0.40 $ 2.25
Note Conversion Warrants | Deemed Dividend C
Class of Stock [Line Items]
Deemed dividend $ 5
Common Stock [Member] | Note Conversion Warrants
Class of Stock [Line Items]
Conversion of convertible notes into common stock (in shares)23,999
Exercise price (in dollars per share) $ 45

STOCKHOLDERS' EQUITY (Convertib

STOCKHOLDERS' EQUITY (Convertible Promissory Note Warrants) (Details) - USD ($) $ / shares in Units, $ in Thousands3 Months Ended
Mar. 31, 2021Mar. 31, 2020Feb. 29, 2020Aug. 31, 2017
Class of Stock [Line Items]
Deemed dividend $ 0 $ 3,344
Convertible Promissory Note Warrants
Class of Stock [Line Items]
Exercise price (in dollars per share) $ 0.40 $ 2.25 $ 45
Maximum | Convertible Promissory Note Warrants | Deemed Dividend D
Class of Stock [Line Items]
Deemed dividend $ 1

STOCKHOLDERS' EQUITY (Remaining

STOCKHOLDERS' EQUITY (Remaining Warrants) (Details) - $ / shares1 Months Ended3 Months Ended
Apr. 30, 2019Sep. 30, 2018Apr. 30, 2018Sep. 30, 2018Mar. 31, 2021May 31, 2019Dec. 31, 2018Feb. 28, 2018
Class of Stock [Line Items]
Class of warrant, number of securities called by warrants905,901
Creditor Warrants Relating to Secured Debt
Class of Stock [Line Items]
Class of warrant, number of securities called by warrants7,207
Exercise price (in dollars per share) $ 112.50
April 2018 Warrants
Class of Stock [Line Items]
Stock rights issued (in shares)243,224
Exercise price (in dollars per share) $ 11.25
April 2018 Warrants, First Half
Class of Stock [Line Items]
Class of warrant or right, term1 year5 years
Amended April 2018 Warrants
Class of Stock [Line Items]
Exercise price (in dollars per share) $ 5.40
April 2018 Warrants, Second Half
Class of Stock [Line Items]
Class of warrant or right, term5 years1 year
Quarter 3 2018 Warrants
Class of Stock [Line Items]
Exercise price (in dollars per share) $ 5.40
Warrants term5 years
Quarter 3 2018 Warrants | Convertible Debt [Member]
Class of Stock [Line Items]
Number of Warrants issued196,340
Exercise price (in dollars per share) $ 11.25 $ 11.25
Modified exercise price $ 7.50
Quarter 3 2018 Warrants, First Half [Member]
Class of Stock [Line Items]
Class of warrant or right, term1 year
Quarter 3 2018 Warrants, First Half [Member] | Convertible Debt [Member]
Class of Stock [Line Items]
Class of warrant or right, term5 years
Quarter 3 2018 Warrants, Second Half [Member]
Class of Stock [Line Items]
Class of warrant or right, term5 years
Quarter 3 2018 Warrants, Second Half [Member] | Convertible Debt [Member]
Class of Stock [Line Items]
Class of warrant or right, term1 year
Quarter 4 2018 Warrants | Convertible Debt [Member]
Class of Stock [Line Items]
Class of warrant, number of securities called by warrants300,115
Exercise price (in dollars per share) $ 5.40
Warrants term5 years
April 2019 Bridge Notes | Convertible Debt [Member]
Class of Stock [Line Items]
Class of warrant, number of securities called by warrants147,472
Exercise price (in dollars per share) $ 5.40
Warrants term5 years
May 2019 Warrants | Convertible Debt [Member]
Class of Stock [Line Items]
Class of warrant, number of securities called by warrants154,343
Exercise price (in dollars per share) $ 5.40
Warrants term5 years
2018 Note Agreement | Advisor Warrants
Class of Stock [Line Items]
Stock rights issued (in shares)15,466
Exercise price (in dollars per share) $ 11.25

STOCKHOLDERS' EQUITY (Deemed Di

STOCKHOLDERS' EQUITY (Deemed Dividends) (Details) - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Class of Stock [Line Items]
Amount Recorded $ 0 $ 3,344
2018 Purchase Agreement | Deemed Dividend A
Class of Stock [Line Items]
Amount Recorded3,333
2018 Purchase Agreement | Deemed Dividend B
Class of Stock [Line Items]
Amount Recorded6
2018 Purchase Agreement | Deemed Dividend C
Class of Stock [Line Items]
Amount Recorded $ 5

FAIR VALUE (Narratives) (Detail

FAIR VALUE (Narratives) (Details)1 Months Ended
Jan. 31, 2021USD ($)Mar. 31, 2021USD ($)YsharesDec. 31, 2020Y
2016 Warrant Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants outstanding (in shares) | shares357
Settlement of warrant liability | $ $ 100,000
Warrants and rights outstanding | $ $ 0
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 Input135
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 Input0.08
Minimum | Measurement Input, Price Volatility [Member] | Bridge Note Warrant Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input160 162
Minimum | Measurement Input, Risk Free Interest Rate [Member] | Bridge Note Warrant Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input0.070.10
Minimum | Measurement Input, Expected Term [Member] | Bridge Note Warrant Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input | Y1.051.3
Maximum | Measurement Input, Price Volatility [Member] | Bridge Note Warrant Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input223 201
Maximum | Measurement Input, Risk Free Interest Rate [Member] | Bridge Note Warrant Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input0.350.17
Maximum | Measurement Input, Expected Term [Member] | Bridge Note Warrant Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input | Y3.123.4

FAIR VALUE (Schedule of Changes

FAIR VALUE (Schedule of Changes in Fair Value of Liability) (Details) - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance $ 1,325 $ 1,338
Total (gains) losses:
Revaluation recognized in earnings118 (936)
Deductions - warrant liability settlement(130)
Balance at end of period1,313 402
2016 Warrant Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance130 70
Total (gains) losses:
Revaluation recognized in earnings(12)
Deductions - warrant liability settlement(130)
Balance at end of period58
Bridge Note Warrant Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance1,195 1,268
Total (gains) losses:
Revaluation recognized in earnings118 (924)
Balance at end of period $ 1,313 $ 344

EQUITY INCENTIVE PLAN (Narrativ

EQUITY INCENTIVE PLAN (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation $ 0.4 $ 0.2
Unvested stock options, unrecognized compensation expense weighted average recognition period2 years 2 months 12 days
Unrecognized compensation expense related to unvested stock awards $ 2.3
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)591,097 325,050
Granted (in dollars per share) $ 2.16 $ 2.09
Forfeited (in shares)(55,993)(13,267)
Forfeited (in dollars per share) $ 2.25 $ 5.43
Stock options, expected to vest, outstanding (in shares)1,133,868
Stock options, expected to vest, outstanding, aggregate intrinsic value $ 0.2
Stock options, expected to vest remaining contractual term8 years 9 months 18 days
Equity Incentive Plan 2017 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized1,792,431
Shares available for grant434,423
Percentage of annual increase in number of shares authorized for grant5.00%
Number of additional shares authorized878,845
Equity Incentive Plan 2017 [Member] | Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Plan expiration dateJun. 5,
2027

EQUITY INCENTIVE PLAN (Summary

EQUITY INCENTIVE PLAN (Summary of Stock Option Activity) (Details) - Stock Options [Member] - $ / shares3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Number of Options
Outstanding at beginning of period (in shares)822,992
Granted (in shares)591,097 325,050
Forfeited (in shares)(55,993)(13,267)
Outstanding at end of period (in shares)1,358,096
Exercisable at end of period (in shares)461,181
Weighted-Average Exercise Price
Outstanding at beginning of period (in dollars per share) $ 4.46
Granted (in dollars per share)2.16 $ 2.09
Forfeited (in dollars per share)2.25 $ 5.43
Outstanding at end of period (in dollars per share)3.55
Exercisable at end of period (in dollars per share) $ 5.63

SALES SERVICE REVENUE, NET AN_3

SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Narrative) (Details) - USD ($)3 Months Ended
Mar. 31, 2021Mar. 31, 2020Dec. 31, 2020
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE [Abstract]
Revenue from sales-type leases $ 100,000 $ 0
Deferred revenue $ 101,000 $ 6,000

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, 2021Mar. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments $ 2,111 $ 1,482
Service revenue, net [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments1,944 1,458
Medicaid [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments13 9
Medicaid [Member] | Diagnostic Testing [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments13 9
Medicare [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments984 524
Medicare [Member] | Diagnostic Testing [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments984 524
Self-Pay [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments47 50
Self-Pay [Member] | Diagnostic Testing [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments47 50
Third Party Payers [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments900 517
Third Party Payers [Member] | Diagnostic Testing [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments900 517
Contract Diagnostic Services [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments358
Contract Diagnostic Services [Member] | Biomarker Testing and Clinical Project Services [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments358
Services Revenue, Net [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments1,944 1,458
Services Revenue, Net [Member] | Diagnostic Testing [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments1,944 1,100
Services Revenue, Net [Member] | Biomarker Testing and Clinical Project Services [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments358
Other [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments $ 167 $ 24

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, 2021Mar. 31, 2020
Disaggregation of Revenue [Line Items]
Gross revenue $ 4,344 $ 2,773
Contractual allowance and adjustments(2,233)(1,291)
Service revenue, net2,111 1,482
Medicaid [Member]
Disaggregation of Revenue [Line Items]
Gross revenue13 9
Service revenue, net13 9
Medicare [Member]
Disaggregation of Revenue [Line Items]
Gross revenue984 524
Service revenue, net984 524
Self-Pay [Member]
Disaggregation of Revenue [Line Items]
Gross revenue47 50
Service revenue, net47 50
Third Party Payers [Member]
Disaggregation of Revenue [Line Items]
Gross revenue3,133 1,808
Contractual allowance and adjustments(2,233)(1,291)
Service revenue, net900 517
Contract Diagnostic Services [Member]
Disaggregation of Revenue [Line Items]
Gross revenue358
Service revenue, net358
Other [Member]
Disaggregation of Revenue [Line Items]
Gross revenue167 24
Service revenue, net167 24
Service revenue, net [Member]
Disaggregation of Revenue [Line Items]
Gross revenue4,177 2,749
Contractual allowance and adjustments(2,233)(1,291)
Service revenue, net $ 1,944 $ 1,458

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, 2021Mar. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments $ 2,111 $ 1,482
less allowance for doubtful accounts(287)(266)
Net sales1,824 1,216
Medicaid [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments13 9
less allowance for doubtful accounts(8)(8)
Net sales5 1
Medicare [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments984 524
less allowance for doubtful accounts(99)(79)
Net sales885 445
Self-Pay [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments47 50
Net sales47 50
Third Party Payers [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments900 517
less allowance for doubtful accounts(180)(179)
Net sales720 338
Contract Diagnostic Services [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments358
Net sales358
Services Revenue, Net [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments1,944 1,458
Other [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments167 24
Net sales167 24
Service revenue, net [Member]
Disaggregation of Revenue [Line Items]
Revenue, net of contractual allowances and adjustments1,944 1,458
less allowance for doubtful accounts(287)(266)
Net sales $ 1,657 $ 1,192

SALES SERVICE REVENUE, NET AN_7

SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Receivables) (Details) - USD ($) $ in ThousandsMar. 31, 2021Dec. 31, 2020
Accounts receivable, gross $ 4,926 $ 4,887
Less allowance for doubtful accounts(4,301)(4,013)
Accounts receivable, net625 874
Medicaid [Member]
Accounts receivable, gross106 131
Medicare [Member]
Accounts receivable, gross1,057 1,054
Self-Pay [Member]
Accounts receivable, gross232 276
Third Party Payers [Member]
Accounts receivable, gross3,380 3,373
Contract Diagnostic Services and Other [Member]
Accounts receivable, gross $ 151 $ 53

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, 2021Mar. 31, 2020
Allowance for doubtful accounts, Beginning balance $ (4,013)
less allowance for doubtful accounts(287) $ (266)
Bad debt expense(1)
Total charges(288)
Allowance for doubtful accounts, Ending balance(4,301)
Medicaid [Member]
less allowance for doubtful accounts(8)(8)
Medicare [Member]
less allowance for doubtful accounts(99)(79)
Third Party Payers [Member]
less allowance for doubtful accounts $ (180) $ (179)

SALES SERVICE REVENUE, NET AN_9

SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Customer Revenue and Accounts Receivable Concentrations) (Details) - Customer Concentration Risk [Member]3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Sales Revenue, Net [Member] | Customer A [Member]
Concentration Risk [Line Items]
Concentration risk, percentage27.00%
Sales Revenue, Net [Member] | Customer B [Member]
Concentration Risk [Line Items]
Concentration risk, percentage10.00%
Accounts Receivable [Member] | Customer C [Member]
Concentration Risk [Line Items]
Concentration risk, percentage11.00%

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in ThousandsApr. 02, 2021Apr. 01, 2021Mar. 31, 2021Mar. 31, 2020Dec. 31, 2020Apr. 13, 2020
Subsequent Event [Line Items]
Common stock, par value $ 0.01 $ 0.01
Proceeds from issuance of common stock $ 1,260 $ 1,350
Class of warrant, number of securities called by warrants905,901
Sales Agreement with Alliance Global Partners
Subsequent Event [Line Items]
Maximum aggregate initial offering price $ 50,000
Subsequent Events
Subsequent Event [Line Items]
Proceeds from Issuance of Warrants $ 400
Class Of Warrant Or Right Warrants Or Rights Exercised74,000
Class of warrant, number of securities called by warrants74,000
Subsequent Events | Sales Agreement with Alliance Global Partners
Subsequent Event [Line Items]
Common stock, par value $ 0.01
Proceeds from issuance of common stock $ 15,400
Percentage of cash fee3.00%
Sale of common stock4,501,000
Subsequent Events | Sales Agreement with Alliance Global Partners | Maximum
Subsequent Event [Line Items]
Proceeds from issuance of common stock $ 22,000