DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 25, 2022 | Jun. 30, 2021 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-36439 | ||
Entity Registrant Name | PRECIPIO, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 91-1789357 | ||
Entity Address, Address Line One | 4 Science Park | ||
Entity Address, City or Town | New Haven | ||
Entity Address, State or Province | CT | ||
Entity Address, Postal Zip Code | 06511 | ||
City Area Code | 203 | ||
Local Phone Number | 787-7888 | ||
Title of 12(b) Security | Common Stock, $0.01 par value per share | ||
Trading Symbol | PRPO | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 79.8 | ||
Entity Common Stock, Shares Outstanding | 22,708,708 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | Hartford, CT | ||
Entity Central Index Key | 0001043961 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash | $ 11,668,000 | $ 2,656,000 |
Accounts receivable, net | 697,000 | 874,000 |
Inventories | 564,000 | 350,000 |
Other current assets | 549,000 | 324,000 |
Total current assets | 13,478,000 | 4,204,000 |
PROPERTY AND EQUIPMENT, NET | 836,000 | 277,000 |
OTHER ASSETS: | ||
Finance lease right-of-use assets, net | 371,000 | 204,000 |
Operating lease right-of-use assets, net | 858,000 | 306,000 |
Intangibles, net | 14,717,000 | 15,667,000 |
Other assets | 179,000 | 55,000 |
Total assets | 30,439,000 | 20,713,000 |
CURRENT LIABILITIES: | ||
Current maturities of long-term debt, less debt issuance costs | 26,000 | 648,000 |
Current maturities of finance lease liabilities | 222,000 | 48,000 |
Current maturities of operating lease liabilities | 166,000 | 225,000 |
Accounts payable | 1,863,000 | 1,693,000 |
Accrued expenses | 1,918,000 | 2,036,000 |
Deferred revenue | 18,000 | 6,000 |
Total current liabilities | 4,213,000 | 4,656,000 |
LONG TERM LIABILITIES: | ||
Long-term debt, less current maturities and debt issuance costs | 160,000 | 362,000 |
Finance lease liabilities, less current maturities | 159,000 | 116,000 |
Operating lease liabilities, less current maturities | 697,000 | 92,000 |
Common stock warrant liabilities | 606,000 | 1,325,000 |
Total liabilities | 5,835,000 | 6,551,000 |
COMMITMENTS AND CONTINGENCIES (Note 9) | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock - $0.01 par value, 15,000,000 shares authorized at December 31, 2021 and December 31, 2020, 47 shares issued and outstanding at December 31, 2021 and December 31, 2020, liquidation preference of $186 at December 31, 2021 | ||
Common stock, $0.01 par value, 150,000,000 shares authorized at December 31, 2021 and December 31, 2020, 22,708,442 and 17,576,916 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 227,000 | 176,000 |
Additional paid-in capital | 104,431,000 | 85,523,000 |
Accumulated deficit | (80,094,000) | (71,564,000) |
Total Precipio, Inc. stockholders' equity | 24,564,000 | 14,135,000 |
Noncontrolling interest in joint venture | 40,000 | 27,000 |
Total stockholders' equity | 24,604,000 | 14,162,000 |
Total liabilities and stockholders' equity | $ 30,439,000 | $ 20,713,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | Dec. 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 | $ | $ 186 |
Common stock, par value | $ / shares | $ 0.01 |
Common stock, shares authorized (in shares) | 150,000,000 |
Common stock, shares issued (in shares) | 22,708,442 |
Common stock, shares outstanding (in shares) | 22,708,442 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue, net of contractual allowances and adjustments | $ 8,697 | $ 7,431 |
Adjustment for allowance for doubtful accounts | 152 | (1,339) |
Net sales | 8,849 | 6,092 |
Total cost of sales | 6,457 | 4,942 |
Gross profit | 2,392 | 1,150 |
OPERATING EXPENSES: | ||
Operating expenses | 12,005 | 10,296 |
OPERATING LOSS | (9,613) | (9,146) |
OTHER INCOME (EXPENSE): | ||
Interest expense, net | (20) | (470) |
Warrant revaluation | 269 | 13 |
Gain on settlement of liability | 53 | 77 |
Gain on forgiveness of Paycheck Protection Program loan | 794 | |
Loss on extinguishment of convertible notes | (1,225) | |
Other income | 153 | |
Total other income (expense) | 1,096 | (1,452) |
LOSS BEFORE INCOME TAXES | (8,517) | (10,598) |
INCOME TAX EXPENSE | 0 | 0 |
NET LOSS | (8,517) | (10,598) |
Less: Net income attributable to noncontrolling interest in joint venture | (13) | (27) |
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 | $ (8,530) | $ (13,969) |
LOSS PER COMMON SHARE, BASIC | $ (0.40) | $ (0.85) |
LOSS PER COMMON SHARE, DILUTED | $ (0.40) | $ (0.85) |
WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING, BASIC | 21,098,197 | 16,477,074 |
WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING, DILUTED | 21,098,197 | 16,477,074 |
Service revenue, net [Member] | ||
Revenue, net of contractual allowances and adjustments | $ 7,783 | $ 7,211 |
Adjustment for allowance for doubtful accounts | 152 | (1,339) |
Net sales | 7,935 | 5,872 |
Total cost of sales | 5,496 | 4,842 |
Other [Member] | ||
Revenue, net of contractual allowances and adjustments | 914 | 220 |
Net sales | 914 | 220 |
Total cost of sales | $ 961 | $ 100 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total Precipio, Inc. [Member] | Noncontrolling Interest in Joint Venture [Member] | Total |
Balance at beginning of period at Dec. 31, 2019 | $ 79,000 | $ 74,065,000 | $ (60,939,000) | $ 13,205,000 | $ 13,205,000 | ||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 47 | 7,898,117 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (10,625,000) | (10,625,000) | $ 27,000 | (10,598,000) | |||
Conversion of convertible notes into common stock | $ 39,000 | 2,137,000 | 2,176,000 | 2,176,000 | |||
Conversion of convertible notes into common stock (in shares) | 3,908,145 | ||||||
Issuance of common stock in connection with purchase agreements | $ 58,000 | 8,871,000 | 8,929,000 | 8,929,000 | |||
Issuance of common stock in connection with purchase agreements (in shares) | 5,770,654 | ||||||
Write-off beneficial conversion feature in conjunction with convertible note extinguishment | (523,000) | (523,000) | (523,000) | ||||
Write-off debt premiums (net of debt discounts) in conjunction with convertible note conversions | 270,000 | 270,000 | 270,000 | ||||
Non-cash Stock-based compensation | 703,000 | 703,000 | 703,000 | ||||
Balance at end of period at Dec. 31, 2020 | $ 176,000 | 85,523,000 | (71,564,000) | 14,135,000 | 27,000 | 14,162,000 | |
Balance at end of period (in shares) at Dec. 31, 2020 | 47 | 17,576,916 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (8,530,000) | (8,530,000) | 13,000 | (8,517,000) | |||
Issuance of common stock in connection with purchase agreements | $ 5,000 | 1,255,000 | 1,260,000 | 1,260,000 | |||
Issuance of common stock in connection with purchase agreements (in shares) | 500,000 | ||||||
Issuance of common stock in connection with at the market offering, net of issuance costs | $ 45,000 | 14,902,000 | 14,947,000 | 14,947,000 | |||
Issuance of common stock in connection with at the market offering, net of issuance costs (in shares) | 4,501,000 | ||||||
Proceeds upon issuance of common stock from exercise of warrants | $ 1,000 | 399,000 | 400,000 | 400,000 | |||
Proceeds upon issuance of common stock from exercise of warrants (in shares) | 74,000 | ||||||
Proceeds upon issuance of common stock from exercise of stock options | $ 3,000 | 3,000 | 3,000 | 3,000 | |||
Proceeds upon issuance of common stock from exercise of stock options (in shares) | 1,379 | ||||||
Write-off warrant liability in conjunction with warrant exercises | 320,000 | 320,000 | 320,000 | ||||
Issuance of common stock for consulting services | $ 200,000 | 150,000 | 150,000 | 150,000 | |||
Issuance of common stock for consulting services (in shares) | 55,147 | ||||||
Non-cash Stock-based compensation | 1,879,000 | 1,879,000 | 1,879,000 | ||||
Balance at end of period at Dec. 31, 2021 | $ 227,000 | $ 104,431,000 | $ (80,094,000) | $ 24,564,000 | $ 40,000 | $ 24,604,000 | |
Balance at end of period (in shares) at Dec. 31, 2021 | 47 | 22,708,442 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (8,517) | $ (10,598) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation and amortization | 1,131 | 1,093 |
Amortization of operating lease right-of-use asset | 219 | 213 |
Amortization of finance lease right-of-use asset | 94 | 50 |
Amortization of deferred financing costs, debt discounts and debt premiums | 3 | 320 |
Gain on forgiveness of debt | (794) | |
Gain on settlement of liability | (53) | (77) |
Loss on extinguishment of convertible notes | 1,225 | |
Stock-based compensation | 1,879 | 703 |
Value of stock issued in payment of services | 150 | |
Provision for losses on doubtful accounts | (150) | 1,339 |
Warrant revaluation | (269) | (13) |
Derecognition of finance lease right-of-use asset | 125 | |
Gain from sale of fixed asset | (55) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 327 | (1,639) |
Inventories | (214) | (166) |
Other assets | (349) | (59) |
Accounts payable | 112 | (243) |
Operating lease liabilities | (225) | (209) |
Accrued expenses and other liabilities | (46) | 682 |
Net cash used in operating activities | (6,577) | (7,434) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (682) | (151) |
Proceeds from sale of fixed asset | 55 | |
Net cash used in investing activities | (682) | (96) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal payments on finance lease obligations | (130) | (56) |
Deposits on finance lease right-of-use assets | (39) | |
Issuance of common stock, net of issuance costs | 16,207 | 8,929 |
Proceeds from exercise of warrants | 400 | |
Proceeds from exercise of stock options | 3 | |
Proceeds from PPP Loan | 787 | |
Principal payments on long-term debt | (40) | (322) |
Payments on common stock warrant liabilities | (130) | |
Net cash flows provided by financing activities | 16,271 | 9,338 |
NET CHANGE IN CASH | 9,012 | 1,808 |
CASH AT BEGINNING OF PERIOD | 2,656 | 848 |
CASH AT END OF PERIOD | 11,668 | 2,656 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid during the period for interest | 34 | 20 |
SUPPLEMENTAL DISCLOSURE OF CONSULTING SERVICES OR ANY OTHER NON-CASH COMMON STOCK RELATED ACTIVITY | ||
Purchases of equipment financed through accounts payable | 58 | |
Equipment financed through finance lease obligations | 22 | |
Conversion of convertible debt, plus interest, into common stock | 2,176 | |
Prepaid insurance financed with loan | 23 | |
Write-off of beneficial conversion feature in conjunction with convertible note extinguishment | 523 | |
Operating lease right-of-use assets obtained in exchange for operating lease obligations | 771 | 0 |
Finance lease right-of-use assets obtained in exchange for finance lease obligations | 347 | 29 |
Write-off warrant liability in conjunction with warrant exercises | $ 320 | |
Write-off of (debt premiums) debt discounts, net, in conjunction with convertible note conversions | $ (270) |
BUSINESS DESCRIPTION
BUSINESS DESCRIPTION | 12 Months Ended |
Dec. 31, 2021 | |
BUSINESS DESCRIPTION [Abstract] | |
BUSINESS DESCRIPTION | PRECIPIO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2021 and 2020 1. BUSINESS DESCRIPTION Business Description. Precipio, Inc., and its subsidiaries, (collectively, “we”, “us”, “our”, the “Company” or “Precipio is a healthcare solutions company focused on cancer diagnostics. The Company’s business mission is to address the pervasive problem of cancer misdiagnoses by developing solutions to mitigate the root causes of this problem in the form of diagnostic products, reagents and services. Misdiagnoses originate from aged commercial diagnostic cancer testing technologies, lack of subspecialized expertise, and sub-optimal laboratory processes that are needed in today’s diagnostic cancer testing in order to provide accurate, rapid, and resource-effective results to treat patients. Industry studies estimate 1 in 5 blood-cancer patients are misdiagnosed. As cancer diagnostic testing has evolved from cellular to molecular (genes and exons), laboratory testing has become extremely complex, requiring even greater diagnostic precision, attention to process and a more appropriate evaluation of the abundance of genetic data to effectively gather, consider, analyze and present information for the physician for patient treatment. Precipio sees cancer diagnostics as requiring a holistic approach to improve diagnostic data for improved interpretations with the intent to reduce misdiagnoses. By delivering diagnostic products, reagents and services that improve the accuracy and efficiency of diagnostics, leading to fewer misdiagnoses, we believe patient outcomes can be improved through the selection of appropriate therapeutic options. Furthermore, we believe that better patient outcomes will have a positive impact on healthcare expenses as misdiagnoses are reduced. Better Diagnostic Results – Better Patient Outcome – Lower Healthcare Expenditures. To deliver its strategy, the Company has structured its organization in order to drive development of diagnostic products. Laboratory and R&D facilities located in New Haven, Connecticut and Omaha, Nebraska house development teams that collaborate on new products and services. The Company operates CLIA laboratories in both the New Haven, Connecticut and Omaha, Nebraska locations providing essential blood cancer diagnostics to office-based oncologists in many states nationwide. To deliver on our strategy of mitigating misdiagnoses we rely heavily on our CLIA laboratory to support R&D beta-testing of the products we develop, in a clinical environment. Our operating structure promotes the harnessing of our proprietary technology and genetic diagnostic expertise to bring to market the Company’s robust pipeline of innovative solutions designed to address the root causes of misdiagnoses. 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 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 December 31, 2021, the Company had a net loss of $8.5 million, working capital of $9.3 million and net cash used in operating activities of $6.6 million. The Company’s ability to continue as a going concern, for the next twelve months from the date of issuance of these consolidated financial statements in this Annual Report on Form 10-K, 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 April 2, 2021, the Company entered into a sales agreement with A.G.P./Alliance Global Partners (“AGP”), 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 AGP, as sales agent (the “AGP 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 AGP Sales Agreement. The offer and sales of our shares of Common Stock to or through AGP, 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 consolidated financial statements were issued, we have already received approximately $15.4 million in gross proceeds through the AGP 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 AGP 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 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 Annual Report Form 10-K |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation. The consolidated financial statements include the accounts of Precipio, Inc. and our 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 inter-company balances and transactions have been eliminated in consolidation. Use of Estimates. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. The most significant estimates and assumptions with regard to these consolidated financial statements relate to the allowance for doubtful accounts, assumptions used within the fair value of debt and equity transactions and contractual allowances. These assumptions require considerable judgment by management. Actual results could differ from the estimates and assumptions used in preparing these consolidated financial statements. Reclassifications. Certain prior period amounts of property and equipment, net and operating lease right-of-use (“ROU”) 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 Risks and Uncertainties. Certain risks and uncertainties are inherent in our day-to-day operations and in the process of preparing our financial statements. The risks and uncertainties may be heightened by the COVID-19 pandemic and any worsening of the global business and economic environment as a result. The more significant of those risks are presented below and throughout the notes to the consolidated financial statements. The Company operates in the healthcare industry which is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not necessarily limited to, matters such as licensure, accreditation, government healthcare program participation requirements, 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. Fair Value. Unless otherwise specified, book value approximates fair value. The common stock warrant liabilities are recorded at fair value. See Note 12 - Fair Value for additional information. Other Current Assets. Other current assets of $0.5 million as of December 31, 2021 include prepaid insurance of approximately $0.3 million and prepaid and other assets of $0.2 million. Other current assets of $0.3 million as of December 31, 2020 include prepaid insurance of $0.3 million and prepaid assets and other receivables of less than $0.1 million. Concentrations of Risk. From time to time, we may maintain a cash position with financial institutions in amounts that exceed Federal Deposit Insurance Corporation insured limits of up to $250,000 per depositor per financial institution. We have not experienced any losses on such accounts as of December 31, 2021. Service companies in the health care industry typically grant credit without collateral to patients. The majority of these patients are insured under third-party insurance agreements. The services provided by the Company are routinely billed utilizing the Current Procedural Terminology (CPT) code set designed to communicate uniform information about medical services and procedures among physicians, coders, patients, accreditation organizations, and payers for administrative, financial, and analytical purposes. CPT codes are currently identified by the Centers for Medicare and Medicaid Services and third-party payers. The Company utilizes CPT codes for Pathology and Laboratory Services contained within codes 80000-89398. Inventories. Inventories consist of laboratory supplies and are valued at cost (determined on an average cost basis, which approximates the first-in, first-out method) or net realizable value, whichever is lower. We evaluate inventory for items that are slow moving or obsolete and record an appropriate reserve for obsolescence if needed. We have an allowance for slow moving or obsolete inventory of less than $0.1 million and zero at December 31, 2021 and 2020, respectively. Property and Equipment, net. Property and equipment are carried at cost, net of accumulated depreciation and amortization. Expenditures for maintenance and repairs are expensed as incurred. Depreciation and amortization are computed by the straight-line method over the estimated useful lives of the related assets as follows: Furniture and fixtures 5 to 7 years Laboratory equipment 3 to 10 years Computer equipment and software 3 to 7 years For assets sold or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the accounts, and any related gain or loss is reflected in operations for the period. Expenditures for major betterments that extend the useful lives of property and equipment are capitalized. Intangible Assets. We review our amortizable long-lived assets for impairment annually or whenever events indicate that the carrying amount of the asset (group) may not be recoverable. An impairment loss may be needed if the sum of the future undiscounted cash flows is less than the carrying amount of the asset (group). The amount of the loss would be determined by comparing the fair value of the asset to the carrying amount of the asset (group). There were no impairment charges on our amortizable long-lived assets during the years ended December 31, 2021 and 2020. Debt Issuance Costs, Debt Discounts and Debt Premiums. Debt issuance costs, debt discounts and debt premiums are being amortized or accreted over the lives of the related financings on a basis that approximates the effective interest method. Costs and discounts are presented as a reduction of the related debt and premiums are presented as an increase to the related debt in the accompanying balance sheets. The amortization amount recorded was expense, net of income, of less than $0.1 million and $0.3 million for the years ended December 31, 2021 and 2020, respectively. Debt discounts and debt premiums are amortized or accreted to interest expense and interest income on the consolidated statements of operations, respectively. See Note 5 – Long Term Debt and Note 6 – Convertible Notes for further discussion. Stock-Based Compensation. All stock-based awards to date have exercise prices equal to the market price of our common stock on the date of grant and have ten-year contractual terms. Stock-based compensation cost is based on the fair value of the portion of stock-based awards that is ultimately expected to vest. The Company utilizes the Black-Scholes option pricing model for determining the estimated fair value for stock-based awards. Unvested awards as of December 31, 2021 had vesting periods of up to four years from the date of grant. At December 31, 2021 and 2020, zero and 53,334 unvested awards outstanding are subject to performance vesting conditions, respectively. No awards outstanding at December 31, 2021 and 2020, respectively, are subject to market-based vesting. Net Sales Recognition. Revenue recognition occurs when a customer obtains control of the promised goods and service. Revenue assigned to the goods and services reflects the consideration which the Company expects to receive in exchange for those goods and services. The Company derives its revenues from diagnostic testing - histology, flow cytometry, cytology and molecular testing; clinical research from bio-pharma customers, state and federal grant programs; biomarker testing from bio-pharma customers and from other product sales including revenues from equipment leases and reagent sales associated with our HSRR program The Company recognizes revenue utilizing the five-step framework of ASC 606. Control of the laboratory testing services is transferred to the customer at a point in time. As such, the Company recognizes revenue for diagnostic testing at a point in time based on the delivery method (web-portal access or fax) for a patient’s laboratory report. Diagnostic testing service revenue is reported at the estimated net realizable amounts from patients, third-party payers and others for services rendered, including retroactive adjustment under reimbursement agreements with third-party payers. Provisions for third-party payer settlements are provided in the period in which the related services are rendered and adjusted in the future periods, as final settlements are determined. For clinical research and biomarker services, the Company utilizes an “effort based” method of assessing performance and measures progress towards satisfaction of the performance obligation based upon the delivery of results per the contract. 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. When we receive payment in advance, we initially defer the revenue and recognize it when we deliver the service. Taxes collected from customers and remitted to government agencies for specific net sales producing transactions are recorded net with no effect on the statements of operations. Accounts Receivable Accounts Receivable result from diagnostic services provided to self-pay and insured patients, project based testing services and clinical research. The payment for services provided by the Company are generally due within 30 days from the invoice date. Accounts receivable are reduced by an allowance for doubtful accounts. In evaluating the collectability of accounts receivable, the Company analyzes and identifies trends for each of its sources of revenue to estimate the appropriate allowance for doubtful accounts. For receivables associated with self-pay patients, including patients with insurance and a deductible and copayment, the Company records an allowance for doubtful accounts in the period of services on the basis of past experience of patients unable or unwilling to pay for service fee for which they are financially responsible. For receivables associated with services provided to patients with third-party coverage, the Company analyzes contractually due amounts and provides an allowance, if necessary. The difference between the standard rates and the amounts actually collected after all reasonable collection efforts have been exhausted is charged against the allowance for doubtful accounts. Presentation of Insurance Claims and Related Insurance Recoveries. The Company accounts for its insurance claims and related insurance recoveries at their gross values as standards for health care entities do not allow the Company to net insurance recoveries against the related claim liabilities. There were no insurance claims or insurance recoveries recorded during the years ended December 31, 2021 and 2020. Advertising Costs. Advertising costs are expensed as incurred and are included in operating expenses on the consolidated statements of operations. Advertising costs charged to operations totaled approximately $0.1 million in 2021 and 2020, respectively. Research and Development Costs. All costs associated with internal research and development are expensed as incurred. These costs include salaries and employee related expenses, operating supplies and facility-related expenses. Research and development costs charged to operations totaled $1.3 million and $1.2 million for the years ended December 31, 2021 and 2020, respectively. Income Taxes. Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities at each balance sheet date using tax rates expected to be in effect in the year the differences are expected to reverse. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in the period when the change in tax rates is enacted. A valuation allowance is established when it is determined that it is more likely than not that some portion or all of the deferred tax assets will not be realized. A full valuation allowance has been applied against the Company’s net deferred tax assets as of December 31, 2021 and 2020, due to projected losses and because it is not more likely than not that the Company will realize future benefits associated with these deferred tax assets. Management’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of, or changes in tax laws, regulations and interpretations thereof as well as other factors. The Company’s policy is to record interest and penalties directly related to income taxes as income tax expense in the accompanying consolidated statements of operations, of which there was none for the years ended December 31, 2021 and 2020. Common Stock Warrants. The Company classifies the issuance of common stock warrants as equity any contracts that (i) require physical settlement or net-stock settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own stocks (physical settlement or net-stock settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside of the Company’s control), or (ii) gives the counterparty a choice of net-cash settlement or settlement in stock (physical settlement or net-stock settlement). Certain of our issued and outstanding warrants to purchase common stock do not qualify to be treated as equity and accordingly, are recorded as a liability (“Common Stock Warrant Liability”). We are required to present these instruments at fair value at each reporting date and any changes in fair values are recorded as an adjustment to earnings. Beneficial Conversion Features. The intrinsic value of a beneficial conversion feature (“BCF”) inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the first conversion date using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the BCF is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion. Deemed dividends are also recorded for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the preferred shares. When the preferred shares are non-redeemable the BCF is fully amortized into additional paid-in capital and preferred discount. If the preferred shares are redeemable, the discount is amortized from the commitment date to the first conversion date. 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 consolidated balance sheets. Intercompany balances are eliminated in consolidation and not reflected in the following table. (dollars in thousands) December 31, 2021 December 31, 2020 Assets: Accounts receivable, net $ 180 $ 538 Total assets $ 180 $ 538 Liabilities: Accrued expenses $ 36 $ 27 Total liabilities $ 36 $ 27 Noncontrolling interest in Joint Venture $ 40 $ 27 Total stockholders' equity $ 79 $ 53 Loss Per Share. Basic loss per share is calculated based on the weighted-average number of common shares outstanding during each period. Diluted loss per share includes shares issuable upon exercise of outstanding stock options, warrants or conversion rights that have exercise or conversion prices below the market value of our common stock. Options, warrants and conversion rights pertaining to 3,584,688 and 1,846,989 shares of our common stock have been excluded from the computation of diluted loss per share at December 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: December 31, 2021 2020 Stock options 2,635,287 822,992 Warrants 831,901 906,497 Preferred stock 117,500 117,500 Total 3,584,688 1,846,989 Recently Adopted Accounting Pronouncements. In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12 “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Recent Accounting Pronouncements Not Yet Adopted. In July 2021, the FASB issued ASU 2021-05, Lease (Topic 842), “Lessors - Certain Leases with Variable Lease Payments” In May 2021, the FASB issued ASU 2021-04, “ Issuer s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” 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 In June 2016, the FASB issued ASU 2016-13 “ Measurement of Credit Losses on Financial Instruments |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT, NET [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 3 A summary of property and equipment at December 31, 2021 and 2020 is as follows: 2021 2020 Furniture and fixtures $ 12 $ 12 Laboratory equipment 794 330 Computer equipment and software 725 533 Construction in process 138 53 1,669 928 Less—accumulated depreciation and amortization (833) (651) Total $ 836 $ 277 Depreciation expense was approximately $0.2 million and $0.1 million for the years ended December 31, 2021 and 2020, respectively. |
INTANGIBLES
INTANGIBLES | 12 Months Ended |
Dec. 31, 2021 | |
INTANGIBLES [Abstract] | |
INTANGIBLES | 4 Intangible assets consist of the following: Dollars in Thousands December 31, 2021 Accumulated Net Book Cost Amortization Value Technology $ 18,990 $ 4,273 $ 14,717 $ 18,990 $ 4,273 $ 14,717 Dollars in Thousands December 31, 2020 Accumulated Net Book Cost Amortization Value Technology $ 18,990 $ 3,323 $ 15,667 $ 18,990 $ 3,323 $ 15,667 Estimated Useful Life Technology 20 years Amortization expense for intangible assets was $1.0 million during the years ended December 31, 2021 and 2020. Amortization expense for intangible assets is expected to be $0.9 million for each of the years ending December 31, 2022, 2023 2024 2025 2026 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2021 | |
LONG-TERM DEBT [Abstract] | |
LONG-TERM DEBT | 5 Long-term debt consists of the following: Dollars in Thousands December 31, 2021 December 31, 2020 Department of Economic and Community Development (DECD) $ 205 $ 233 DECD debt issuance costs (19) (22) Financed insurance loan — 12 Paycheck Protection Program — 787 Total long-term debt 186 1,010 Current portion of long-term debt (26) (648) Long-term debt, net of current maturities $ 160 $ 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 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 cost was approximately $3,000 and $2,000 for the years ended December 31, 2021 and 2020, respectively. Net debt issuance costs were approximately $19,000 and $22,000 at December 31, 2021 and 2020, respectively, and are presented as a reduction of the related debt in the accompanying consolidated balance sheets. Amortization for each of the next five years expected 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 made monthly payments through May 2021. As of December 31, 2021 and 2020, the Financed Insurance Loan outstanding balance of zero and less than $0.1 million, respectively, was included in current maturities of long-term debt in the Company’s consolidated balance sheets. A corresponding prepaid asset was included in other current assets. 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. 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 consolidated statements of operations for the year ended December 31, 2021. The aggregate future maturities required on gross long-term debt at December 31, 2021 are as follows: 2022 2023 2024 2025 2026 2027 and thereafter Total DECD loan $ 29 $ 30 $ 31 $ 32 $ 33 $ 50 $ 205 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2021 | |
LONG-TERM DEBT [Abstract] | |
CONVERTIBLE NOTES | 6 Convertible Bridge Notes. On April 20, 2018, the Company entered into a securities purchase agreement (the “2018 Note Agreement”) with certain investors (the “April 2018 Investors”), 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 consolidated statements of operations during the year ended December 31, 2020. During the year ended December 31, 2020, $2.2 million of Bridge Notes, plus interest, were converted into 3,908,145 shares of common stock of the Company. During the year ended December 31, 2020, the change in Bridge Note debt discounts and debt premiums was as follows: (Dollars in thousands) For the Year Ended December 31, 2020 Debt Discounts Debt Premiums Beginning balance at January 1 $ (1,796) $ — Additions: — 793 Deductions: Amortization (accretion) (1) 703 (385) Write-off related to note conversions (2) 138 (408) Write-off related to note extinguishment (3) 955 — Balance at December 31 $ — $ — (1) Amortization/accretion is recognized as interest expense/income within the 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 consolidated statements of operations. There were zero convertible notes outstanding at December 31, 2021 and 2020, respectively. |
ACCRUED EXPENSES OTHER CURRENT
ACCRUED EXPENSES OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
ACCRUED EXPENSES OTHER CURRENT LIABILITIES [Abstract] | |
ACCRUED EXPENSES OTHER CURRENT LIABILITIES | 7 Accrued expenses at December 31, 2021 and 2020 are as follows: (dollars in thousands) 2021 2020 Accrued expenses $ 1,033 $ 906 Accrued compensation 718 685 Accrued franchise, property and sales and use taxes 148 426 Accrued interest 19 19 $ 1,918 $ 2,036 The Company recorded certain settlement reductions in accrued expenses and accounts payable as gains which are included in gain on settlement of liability, net in the consolidated statements of operations. During each of the years ended December 31, 2021 and 2020, approximately $0.1 million, respectively, was recorded as a gain. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
LEASES [Abstract] | |
LEASES | 8. 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 right-of-use (“ROU”) assets and lease liabilities as they are not reasonably certain of exercise. We regularly evaluate the renewal options and, when they are reasonably certain of exercise, we include the renewal period in our lease term. As our leases do not provide an implicit rate, we use our collateralized incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. Operating leases result in the recognition of ROU assets and lease liabilities on the balance sheet. ROU assets represent our right to use the leased asset for the lease term and lease liabilities represent our obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Lease expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The primary leases we enter into with initial terms of 12 months or less are for equipment. On November 29, 2021, we extended the lease term for our office facility in New Haven, Connecticut by modifying the expiration date from December 31, 2021 to December 31, 2026. As a result of this lease extension agreement, we recognized an additional operating lease ROU asset and corresponding operating lease liability 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 consolidated statements of operations. Derecognized finance lease ROU assets for the years ended December 31, 2021 and 2020 were $0.1 million and zero, respectively. 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 recorded once the finance lease ROU asset is derecognized and a related gain or loss is noted. The net investment in leased assets was $0.2 million and less than $0.1 million as of December 31, 2021 and 2020, respectively, and is included in other current assets and other assets in our consolidated balance sheets. The balance sheet presentation of our operating and finance leases is as follows: (dollars in thousands) Classification on the Consolidated Balance Sheet December 31, 2021 December 31, 2020 Assets: Operating lease right-of-use assets, net $ 858 $ 306 Finance lease right-of-use assets, net (2) 371 204 Total lease assets $ 1,229 $ 510 Liabilities: Current: Current maturities of operating lease liabilities $ 166 $ 225 Current maturities of finance lease liabilities 222 48 Noncurrent: Operating lease liabilities, less current maturities 697 92 Finance lease liabilities, less current maturities 159 116 Total lease liabilities $ 1,244 $ 481 (1) (2) As of December 31, 2021, the estimated future minimum lease payments, excluding non-lease components, are as follows: (dollars in thousands) Operating Leases Finance Leases Total 2022 $ 227 $ 176 $ 403 2023 218 101 319 2024 204 80 284 2025 191 65 256 2026 195 26 221 Thereafter — — — Total lease obligations 1,035 448 1,483 Less: Amount representing interest (172) (67) (239) Present value of net minimum lease obligations 863 381 1,244 Less, current portion (166) (222) (388) Long term portion $ 697 $ 159 $ 856 Other information as of December 31, 2021 and 2020: December 31, December 31, 2021 2020 Weighted-average remaining lease term (years): Operating leases 4.7 1.9 Finance leases 3.1 3.6 Weighted-average discount rate: Operating leases 8.00% 8.00% Finance leases 10.03% 8.28% During the years ended December 31, 2021 and 2020, operating cash flows from operating leases was $0.2 million, respectively, and operating lease ROU assets obtained in exchange for operating lease liabilities was $0.8 million and zero, respectively. Operating Lease Costs Operating lease costs were $0.3 million and $0.2 million during the years ended December 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 years ended December 31, 2021 and 2020, respectively. Finance Lease Costs Finance lease amortization and interest expenses are included in the consolidated statements of operations for the years ended December 31, 2021 and 2020. The balances within these accounts are less than $0.1 million, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES PURCHASE COMMITMENTS The Company has entered into purchase commitments for reagents from suppliers. These agreements started in 2011 and run through 2025. The Company and the suppliers will true up the amounts on an annual basis. The future minimum purchase commitments under these and other purchase agreements are as follows: Years ending December 31, (dollars in thousands) 2022 $ 1,046 2023 218 2024 170 2025 50 2026 — Thereafter — $ 1,484 LITIGATIONS 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. CPA Global provides us with certain patent management services. On February 6, 2017, CPA Global claimed that we owe approximately $0.2 million for certain patent maintenance services rendered. CPA Global has not filed claims against us in connection with this allegation. A liability of less than $0.1 million has been recorded and is reflected in accounts payable within the accompanying consolidated balance sheets at December 31, 2021 and 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. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 10. INCOME TAXES Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s net deferred tax assets relate primarily to its net operating loss carryforwards, allowance for doubtful accounts and stock-based compensation, offset by property and equipment and intangible assets. The Company has recorded a full valuation allowance to offset the net deferred tax assets, as it is more likely than not that the Company will not realize future benefits associated with these net deferred tax assets at December 31, 2021 and 2020. At December 31, 2021 and 2020, the Company had net deferred tax assets of $15.2 million and $13.5 million, respectively, against which a full valuation allowance has been recorded. The increase in the valuation allowance for the years ended December 31, 2021 and 2020 is $1.7 million and $2.8 million, respectively, resulting from additional net operating losses generated in the year. The deferred tax liabilities associated with the book versus tax basis difference of intangible assets are the result of an asset step-up pursuant to a June 2017 merger transaction (the “Merger”). Significant components of the Company’s deferred tax assets at December 31, 2021 and 2020 are as follows: Dollars in Thousands 2021 2020 Deferred tax assets: Net operating loss and credit carryforwards $ 17,604 $ 15,941 Allowance for doubtful accounts 403 986 Stock-based compensation 915 461 Other 127 39 Gross deferred tax assets 19,049 17,427 Deferred tax liabilities: Property and equipment (257) (94) Intangible assets (3,589) (3,849) Other (18) — Gross deferred tax liabilities (3,864) (3,943) Net deferred tax assets 15,185 13,484 Less valuation allowance (15,185) (13,484) Net deferred liability $ — $ — The Company’s provision for income taxes for the years ended December 31, 2021 and December 31, 2020 relates to income taxes in states and other jurisdictions and differs from the amounts determined by applying the statutory federal income tax rate to the loss before income taxes for the following reasons: Dollars in Thousands 2021 2020 Benefit at federal rate $ (1,788) $ (2,231) Increase (decrease) resulting from: State income taxes—net of federal benefit (289) (379) Miscellaneous permanent differences 62 48 Warrant liability revaluation (97) (3) Meals and entertainment 19 18 PPP Loan forgiven (192) — Income taxed to owners on Non-Controlling Interest (NCI) (3) — Change in valuation allowance 2,288 2,547 Total income tax benefit $ — $ — The income tax expense consists of the following for the years ended December 31, 2021 and 2020. Dollars in Thousands 2021 2020 Federal: Current $ — $ — Deferred — — Total Federal $ — $ — State: Current $ — $ — Deferred — — Total State $ — $ — Foreign: Current $ — $ — Deferred — — Total Foreign $ — $ — Total Tax Provision $ — $ — The Company had available gross federal net operating loss (“NOL”) carryforwards of approximately $73 million, and state NOL carryforwards of $2 million as of December 31, 2021. Beginning in 2018, under the TCJ Act, federal loss carryforwards have an unlimited carryforward period, however such losses can only offset 80% of taxable income in any one year. Included in the total NOLs for 2021 are $45 million of federal losses that fall under these new rules. For state NOL expiration dates, it varies from 2021 to unlimited. Section 382 of the Internal Revenue Code, and similar state regulations, contain provisions that may limit the NOL carryforwards available to be used to offset income in any given year upon the occurrence of certain events, including changes in the ownership interests of significant stockholders. In the event of a cumulative change in ownership in excess of 50% over a three-year period, the amount of the NOL carryforwards that the Company may utilize in any one year may be limited. The Company reduced its tax attributes (NOLs and tax credits) and generated a limitation on utilization of such attributes resulting from the Merger. At December 31, 2021, and as a result of the limitations under Section 382 of the Internal Revenue Code, the Company had a total of unused federal tax net operating loss carryforwards with expiration dates as follows: Dollars in Thousands 2021 2036 $ 14,277 2037 13,641 Unlimited life 44,595 Total Federal $ 72,513 The Company has adopted guidance on accounting for uncertainty in income taxes which clarified the accounting for income taxes by prescribing the minimum threshold a tax position is required to meet before being recognized in the financial statements as well as guidance on de-recognition, measurement, classification and disclosure of tax positions. There are no material uncertain tax positions that would require recognition in the financial statements. The Company is obligated to file income tax returns in the U.S. federal jurisdiction and various U.S. states. Since the Company had losses in the past, all prior years that generated NOLs are open and subject to audit examination in relation to the NOL generated from those years. Currently, there is an IRS exam in progress for 2019, which resulted in a change to the NOL carryforward. Our evaluation of uncertain tax positions was performed for the tax years open to examination. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | 11. 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 affected this increase. During the year ended December 31, 2021, the Company issued 74,000 shares of its common stock in connection with the exercise of 74,000 warrants. The warrant exercises resulted in net cash proceeds to the Company of approximately $0.4 million during the year ended December 31, 2021. During the year ended December 31, 2021, the Company issued 55,147 shares of its common stock in connection with consulting services of approximately $0.2 million. During the year ended December 31 2021, the Company issued 1,379 shares of its common stock in connection with the exercise of 1,379 stock options. The stock option exercises resulted in net cash proceeds to the Company of $3,000 for the year ended December 31, 2021. During the year ended December 31, 2020, the Company issued 3,980,145 shares of its common stock in connection with the conversion of convertible notes, plus interest, totaling $2.2 million. See Note 6 – Convertible Notes. 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 year ended December 31, 2020, the Company received $1.4 million from the sale of 1,040,654 shares of common stock to Lincoln Park under the LP Purchase Agreement. The LP Purchase Agreement terminated during our second fiscal quarter of 2020. 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 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 included the LP 2020 Commitment Shares. The Form S-1 was declared effective by the SEC on April 13, 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 could have been issued to Lincoln Park under the LP 2020 Purchase Agreement. The Form S-1 was amended on July 7, 2020 and declared effective by the SEC on July 7, 2020. During the years ended December 31, 2021 and 2020, 500,000 and 2,960,000 shares registered under this S-1 had been sold and/or issued to Lincoln Park. As of the date of issuance of this Annual Report on Form 10-K, we have 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 and $7.5 million from the sale of 500,000 and 4,480,000 shares of common stock during the years ended December 31, 2021 and 2020, respectively. The Company terminated the LP 2020 Purchase Agreement effective June 14, 2021. At The Market Offering Agreement On April 2, 2021, the Company entered into a sales agreement with A.G.P./Alliance Global Partners (“AGP”), 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. Shares can be sold either directly to or through AGP as a sales agent (the “AGP 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 AGP Sales Agreement. The sale of our shares of Common Stock to or through AGP, 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 AGP Sales Agreement, Shares may be sold by any method permitted by law deemed to be an “at the market offering.” AGP 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 AGP Sales Agreement, AGP 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. AGP is not under any obligation to purchase any of the Shares on a principal basis pursuant to the AGP Sales Agreement, except as otherwise agreed by AGP and the Company in writing and expressly set forth in a placement notice. AGP’s obligations to sell the Shares under the AGP 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 AGP 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 AGP 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 AGP Sales Agreement. The AGP Sales Agreement contains representations, warranties and covenants that are customary for transactions of this type. In addition, the Company has provided AGP with customary indemnification and contribution rights. The Company has also agreed to reimburse AGP for certain specified expenses, including the expenses of counsel to AGP. The offering of the Shares pursuant to the AGP Sales Agreement will terminate upon the termination of the AGP Sales Agreement by AGP or the Company, as permitted therein. During the year ended December 31, 2021, we received net proceeds of approximately $14.9 million from the sale of 4,501,000 shares of common stock through AGP. There were no sales of common stock through AGP from January 1, 2022 through the date of this Annual Report on Form 10-K. 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. The authority of the Board of Directors includes, but is not limited to, the determination or fixing of the following with respect to shares of such class or any series thereof: (i) the number of shares; (ii) the dividend rate, whether dividends shall be cumulative and, if so, from which date; (iii) whether shares are to be redeemable and, if so, the terms and amount of any sinking fund providing for the purchase or redemption of such shares; (iv) whether shares shall be convertible and, if so, the terms and provisions thereof; (v) what restrictions are to apply, if any, on the issue or reissue of any additional preferred stock; and (vi) whether shares have voting rights. The preferred stock may be issued with a preference over the common stock as to the payment of dividends. We have no current plans to issue any additional preferred stock. Classes of stock such as the preferred stock may be used, in certain circumstances, to create voting impediments on extraordinary corporate transactions or to frustrate persons seeking to effect a merger or otherwise to gain control of the Company. For the foregoing reasons, any additional preferred stock issued by the Company could have an adverse effect on the rights of the holders of the common stock. 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 6 – 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 years ended December 31, 2021 and 2020, respectively. At December 31, 2021 and 2020, the Company had 6,900 shares of Series B designated and issued and 47 shares of Series B outstanding. Based on the stated value of $1,000 per share and a conversion price of $0.40 per share, the outstanding shares of Series B Preferred Stock at December 31, 2021 were convertible into 117,500 shares of common stock. Liquidation Preferences The following is the liquidation preferences for the Company’s preferred stock; Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, the holders shall be entitled to receive out of the assets of the Corporation an amount equal to the par value, plus any accrued and unpaid dividends thereon, for each share of Preferred Stock before any distribution or payment shall be made to the holders of the Common Stock, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders shall be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares. If all amounts were paid in full; and thereafter, the holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation the same amount that a holder of Common Stock would receive if the Preferred Stock were fully converted to Common Stock which amount shall be paid pari passu with all holders of Common Stock. Common Stock Warrants The following represents a summary of the warrants outstanding as of December 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 78,414 $ 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 20,903 $ 5.40 (11) 2018 August 2023 20,903 $ 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 $ 9.56 831,901 (1) These warrants were issued in connection with 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 a waiver of default the Company received in the fourth quarter of 2017 in connection with certain 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 years ended December 31, 2021 and 2020, 239 and 2,692 warrants expired. These warrants had been issued in connection with transactions which were completed between October 2014 and January 2016. During the year ended December 31, 2021, 357 warrants were settled for cash of approximately $0.1 million. For further discussion, see the 2016 Warrant Liability in Note 12 – 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 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 per share to $0.40 per share. 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, a five year term 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 per share to $0.40 per share. 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 per share to $0.40 per share. 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, warrants to purchase 7,207 shares of the Company’s common stock at an exercise price of $112.50 per share (the “Creditor Warrants”). 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 with 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 per share and all April 2018 Warrants that had a one-year term were amended to have a five-year term. During the year ended December 31, 2021, 43,138 April 2018 Warrants were exercised for proceeds to the Company of approximately $0.2 million and the intrinsic value of the April 2018 Warrants exercised was less than $0.1 million. Advisor Warrants At the time of the 2018 Note Agreement, the Company issued 15,466 warrants with an exercise price of $11.25 per share 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 per share 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 per share. 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 per share and all Q3 2018 Warrants that had a one-year term were amended to have a five-year term. There were 30,862 Q3 2018 Warrants exercised during the year ended December 31, 2021 for proceeds to the Company of approximately $0.2 million and the intrinsic value of the Q3 2018 Warrants exercised was less than $0.1 million. Q4 2018 Warrants In connection with the issuance of the Bridge Notes during the fourth quarter of 2018, the Company issued 300,115 warrants with an exercise price of $5.40 per share 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 per share 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 $9.56 per share 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 recorded in 2021. The following represents a summary of the dividends recorded for the year ended December 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 year ended December 31, 2020 $ 3,344 * Represents less than one thousand dollars |
FAIR VALUE
FAIR VALUE | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE [Abstract] | |
FAIR VALUE | 12. 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 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 consolidated statement 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 December 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 2019 and 2018, 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 6 - 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 December 31, 2021, assumptions used in the valuation of the Bridge Note Warrant Liabilities include: remaining life to maturity of 0.3 to 2.4 years; annual volatility of 61% to 199%; and risk free rate of 0.06% to 0.73%. 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 year ended December 31, 2021, the Company wrote-off $0.3 million of the Bridge Note Warrant Liability in connection with the exercise of 74,000 warrants. During the years ended December 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 Year Ended December 31, 2021 2016 Warrant Bridge Note Total Warrant Liability Warrant Liabilities Liabilities Beginning balance at January 1 $ 130 $ 1,195 $ 1,325 Total losses: Revaluation recognized in earnings – (269) (269) Deductions – warrant exercises and write-offs (130) (320) (450) Balance at December 31 $ – $ 606 $ 606 Year Ended December 31, 2020 2016 Warrant Bridge Note Total Warrant Liability Warrant Liabilities Liabilities Beginning balance at January 1 $ 70 $ 1,268 $ 1,338 Total losses: Revaluation recognized in earnings 60 (73) (13) Balance at December 31 $ 130 $ 1,195 $ 1,325 |
EQUITY INCENTIVE PLAN
EQUITY INCENTIVE PLAN | 12 Months Ended |
Dec. 31, 2021 | |
EQUITY INCENTIVE PLAN [Abstract] | |
EQUITY INCENTIVE PLAN | 13. 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. The shares authorized for issuance under the 2017 Plan were 2,717,431 at December 31, 2021 of which 80,845 were available for future grant. The shares authorized under the 2017 Plan were increased by 925,000 shares by stockholder vote on June 18, 2021 and 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 year ended December 31, 2021, the shares authorized for issuance increased by 1,803,845 shares. The Plan is administered by the Compensation Committee of the Board of Directors (the “Committee”), which has the authority to set the number, exercise price, term and vesting provisions of the awards granted under the Plan, subject to the terms thereof. Either incentive or non-qualified stock options may be granted to employees of the Company, but only non-qualified stock options may be granted to non-employee directors and advisors. However, in either case, the Plan requires that stock options must be granted at exercise prices not less than the fair market value of the common stock on the date of the grant. Options issued under the plan vest over periods as determined by the Committee and expire 10 years after the date the option was granted. 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 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 year ended December 31, 2021, the Company granted stock options to purchase up to 1,907,347 shares of common stock at a weighted average exercise price of $2.89. These awards have vesting periods of up to four years and had a weighted average grant date fair value of $2.77. The fair value calculation of options granted during 2021 used the follow assumptions: risk free interest rates of 0.50% to 1.02%, based on the U.S. Treasury yield in effect at the time of grant; expected life of six years; and volatility of 162% to 167% based on historical volatility of the Company’s common stock over a time that is consistent with the expected life of the option. The following table summarizes stock option activity under our plans during the year ended December 31, 2021: Number of Weighted-Average Options Exercise Price Outstanding at January 1, 2021 822,992 $ 4.46 Granted 1,907,347 2.89 Exercised (1,379) 2.06 Forfeited (93,673) 2.82 Outstanding at December 31, 2021 2,635,287 $ 3.38 Exercisable at December 31, 2021 755,610 $ 4.62 As of December 31, 2021, there were 2,057,726 options that were vested or expected to vest with an aggregate intrinsic value of less than $0.1 million and a remaining weighted average contractual life of 8.7 years. During the year ended December 31, 2020, there were 433,550 options granted with a weighted average exercise price of $2.01 and 100,888 options forfeited with a weighted average exercise price of $12.64. During the years ended December 31, 2021 and 2020, we recorded compensation expense for all stock awards of $1.9 million and $0.7 million, respectively, within operating expense in the accompanying statements of operations. As of December 31, 2021, the unrecognized compensation expense related to unvested stock awards was $4.8 million, which is expected to be recognized over a weighted-average period of 3.1 years. |
SALES SERVICE REVENUE, NET AND
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2021 | |
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE [Abstract] | |
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE | 14. 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 determining 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 when 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 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. 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 years ended December 31, 2021 and 2020 was as follows: For the Year Ended December 31, (dollars in thousands) Diagnostic Testing Biomarker Testing Total 2021 2020 2021 2020 2021 2020 Medicaid $ 43 $ 53 $ — $ — $ 43 $ 53 Medicare 3,838 2,882 — — 3,838 2,882 Self-pay 234 408 — — 234 408 Third party payers 3,612 3,442 — — 3,612 3,442 Contract diagnostics — — 56 426 56 426 Service revenue, net $ 7,727 $ 6,785 $ 56 $ 426 $ 7,783 $ 7,211 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 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 years ended December 31, 2021 and 2020. For the Year Ended December 31, (dollars in thousands) Contractual Allowances and Revenues, net of Contractual Gross Revenues adjustments Allowances and adjustments 2021 2020 2021 2020 2021 2020 Medicaid $ 43 $ 53 $ — $ — $ 43 $ 53 Medicare 3,838 2,882 — — 3,838 2,882 Self-pay 234 411 — (3) 234 408 Third party payers 12,597 11,891 (8,985) (8,449) 3,612 3,442 Contract diagnostics 56 426 — — 56 426 16,768 15,663 (8,985) (8,452) 7,783 7,211 Other 914 220 — — 914 220 $ 17,682 $ 15,883 $ (8,985) $ (8,452) $ 8,697 $ 7,431 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 years ended December 31, 2021 and 2020. For the Year Ended December 31, Revenues, net of (dollars in thousands) Contractual Allowances Allowances for doubtful and adjustments accounts Total 2021 2020 2021 2020 2021 2020 Medicaid $ 43 $ 53 $ (5) $ (53) $ 38 $ — Medicare 3,838 2,882 (58) (387) 3,780 2,495 Self-pay 234 408 — — 234 408 Third party payers 3,612 3,442 215 (899) 3,827 2,543 Contract diagnostics 56 426 — — 56 426 7,783 7,211 152 (1,339) 7,935 5,872 Other 914 220 — — 914 220 $ 8,697 $ 7,431 $ 152 $ (1,339) $ 8,849 $ 6,092 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 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 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 as of December 31, 2021 and 2020: (dollars in thousands) December 31, 2021 December 31, 2020 Medicaid $ 45 $ 131 Medicare 727 1,054 Self-pay 139 276 Third party payers 2,111 3,373 Contract diagnostic services and other 159 53 $ 3,181 $ 4,887 Less allowance for doubtful accounts (2,484) (4,013) Accounts receivable, net $ 697 $ 874 The following table presents the roll-forward of the allowance for doubtful accounts for the year ended December 31, 2021: Allowance for Doubtful (dollars in thousands) Accounts Balance, January 1, 2021 $ (4,013) Collection Allowance: Medicaid $ (5) Medicare (58) Third party payers 215 152 Bad debt expense $ (2) Total charges 150 Write-offs 1,379 Balance, December 31, 2021 $ (2,484) Customer Revenue and Accounts Receivable Concentration Customer revenue and accounts receivable concentration amounted to the following for the identified periods. Net sales Accounts receivable, as of Years Ended December 31, December 31, December 31, 2021 2020 2021 2020 Customer A * * 21 % * Customer B * * 12 % * * represents less than 10% |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS The Company has evaluated events and transactions subsequent to December 31, 2021 through the date the consolidated financial statements were issued. Outside of the items noted below, there are no other events to report other than what has been disclosed in the consolidated financial statements. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers On March 21, 2022, the Company announced the retirement of its Chief Financial Officer, Carl Iberger (age 69), effective immediately due to personal family reasons. Mr. Iberger did not advise the Company or the Board of Directors of any disagreement with the Company on any matter relating to its operations, policies or practices. On March 21, 2022, the Company together with the Board of Directors of the Company promoted and appointed Matthew Gage (age 55) as the Company’s Interim Chief Financial Officer effective March 21, 2022. Mr. Gage previously held the position of Director of Financial Reporting and Analysis with the Company. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Principles of Consolidation | Principles of Consolidation. The consolidated financial statements include the accounts of Precipio, Inc. and our 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 inter-company balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. The most significant estimates and assumptions with regard to these consolidated financial statements relate to the allowance for doubtful accounts, assumptions used within the fair value of debt and equity transactions and contractual allowances. These assumptions require considerable judgment by management. Actual results could differ from the estimates and assumptions used in preparing these consolidated financial statements. |
Reclassifications | Reclassifications. Certain prior period amounts of property and equipment, net and operating lease right-of-use (“ROU”) 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 |
Risks and Uncertainties | Risks and Uncertainties. Certain risks and uncertainties are inherent in our day-to-day operations and in the process of preparing our financial statements. The risks and uncertainties may be heightened by the COVID-19 pandemic and any worsening of the global business and economic environment as a result. The more significant of those risks are presented below and throughout the notes to the consolidated financial statements. The Company operates in the healthcare industry which is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not necessarily limited to, matters such as licensure, accreditation, government healthcare program participation requirements, 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. |
Fair Value | Fair Value. Unless otherwise specified, book value approximates fair value. The common stock warrant liabilities are recorded at fair value. See Note 12 - Fair Value for additional information. |
Other Current Assets | Other Current Assets. Other current assets of $0.5 million as of December 31, 2021 include prepaid insurance of approximately $0.3 million and prepaid and other assets of $0.2 million. Other current assets of $0.3 million as of December 31, 2020 include prepaid insurance of $0.3 million and prepaid assets and other receivables of less than $0.1 million. |
Concentrations of Risk | Concentrations of Risk. From time to time, we may maintain a cash position with financial institutions in amounts that exceed Federal Deposit Insurance Corporation insured limits of up to $250,000 per depositor per financial institution. We have not experienced any losses on such accounts as of December 31, 2021. Service companies in the health care industry typically grant credit without collateral to patients. The majority of these patients are insured under third-party insurance agreements. The services provided by the Company are routinely billed utilizing the Current Procedural Terminology (CPT) code set designed to communicate uniform information about medical services and procedures among physicians, coders, patients, accreditation organizations, and payers for administrative, financial, and analytical purposes. CPT codes are currently identified by the Centers for Medicare and Medicaid Services and third-party payers. The Company utilizes CPT codes for Pathology and Laboratory Services contained within codes 80000-89398. |
Inventories | Inventories. Inventories consist of laboratory supplies and are valued at cost (determined on an average cost basis, which approximates the first-in, first-out method) or net realizable value, whichever is lower. We evaluate inventory for items that are slow moving or obsolete and record an appropriate reserve for obsolescence if needed. We have an allowance for slow moving or obsolete inventory of less than $0.1 million and zero at December 31, 2021 and 2020, respectively. |
Property and Equipment, net | Property and Equipment, net. Property and equipment are carried at cost, net of accumulated depreciation and amortization. Expenditures for maintenance and repairs are expensed as incurred. Depreciation and amortization are computed by the straight-line method over the estimated useful lives of the related assets as follows: Furniture and fixtures 5 to 7 years Laboratory equipment 3 to 10 years Computer equipment and software 3 to 7 years For assets sold or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the accounts, and any related gain or loss is reflected in operations for the period. Expenditures for major betterments that extend the useful lives of property and equipment are capitalized. |
Intangible Assets. | Intangible Assets. We review our amortizable long-lived assets for impairment annually or whenever events indicate that the carrying amount of the asset (group) may not be recoverable. An impairment loss may be needed if the sum of the future undiscounted cash flows is less than the carrying amount of the asset (group). The amount of the loss would be determined by comparing the fair value of the asset to the carrying amount of the asset (group). There were no impairment charges on our amortizable long-lived assets during the years ended December 31, 2021 and 2020. |
Debt Issuance Costs, Debt Discounts and Debt Premiums. | Debt Issuance Costs, Debt Discounts and Debt Premiums. Debt issuance costs, debt discounts and debt premiums are being amortized or accreted over the lives of the related financings on a basis that approximates the effective interest method. Costs and discounts are presented as a reduction of the related debt and premiums are presented as an increase to the related debt in the accompanying balance sheets. The amortization amount recorded was expense, net of income, of less than $0.1 million and $0.3 million for the years ended December 31, 2021 and 2020, respectively. Debt discounts and debt premiums are amortized or accreted to interest expense and interest income on the consolidated statements of operations, respectively. See Note 5 – Long Term Debt and Note 6 – Convertible Notes for further discussion. |
Stock-Based Compensation | Stock-Based Compensation. All stock-based awards to date have exercise prices equal to the market price of our common stock on the date of grant and have ten-year contractual terms. Stock-based compensation cost is based on the fair value of the portion of stock-based awards that is ultimately expected to vest. The Company utilizes the Black-Scholes option pricing model for determining the estimated fair value for stock-based awards. Unvested awards as of December 31, 2021 had vesting periods of up to four years from the date of grant. At December 31, 2021 and 2020, zero and 53,334 unvested awards outstanding are subject to performance vesting conditions, respectively. No awards outstanding at December 31, 2021 and 2020, respectively, are subject to market-based vesting. |
Net Sales Recognition | Net Sales Recognition. Revenue recognition occurs when a customer obtains control of the promised goods and service. Revenue assigned to the goods and services reflects the consideration which the Company expects to receive in exchange for those goods and services. The Company derives its revenues from diagnostic testing - histology, flow cytometry, cytology and molecular testing; clinical research from bio-pharma customers, state and federal grant programs; biomarker testing from bio-pharma customers and from other product sales including revenues from equipment leases and reagent sales associated with our HSRR program The Company recognizes revenue utilizing the five-step framework of ASC 606. Control of the laboratory testing services is transferred to the customer at a point in time. As such, the Company recognizes revenue for diagnostic testing at a point in time based on the delivery method (web-portal access or fax) for a patient’s laboratory report. Diagnostic testing service revenue is reported at the estimated net realizable amounts from patients, third-party payers and others for services rendered, including retroactive adjustment under reimbursement agreements with third-party payers. Provisions for third-party payer settlements are provided in the period in which the related services are rendered and adjusted in the future periods, as final settlements are determined. For clinical research and biomarker services, the Company utilizes an “effort based” method of assessing performance and measures progress towards satisfaction of the performance obligation based upon the delivery of results per the contract. 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. When we receive payment in advance, we initially defer the revenue and recognize it when we deliver the service. Taxes collected from customers and remitted to government agencies for specific net sales producing transactions are recorded net with no effect on the statements of operations. |
Accounts Receivable | Accounts Receivable Accounts Receivable result from diagnostic services provided to self-pay and insured patients, project based testing services and clinical research. The payment for services provided by the Company are generally due within 30 days from the invoice date. Accounts receivable are reduced by an allowance for doubtful accounts. In evaluating the collectability of accounts receivable, the Company analyzes and identifies trends for each of its sources of revenue to estimate the appropriate allowance for doubtful accounts. For receivables associated with self-pay patients, including patients with insurance and a deductible and copayment, the Company records an allowance for doubtful accounts in the period of services on the basis of past experience of patients unable or unwilling to pay for service fee for which they are financially responsible. For receivables associated with services provided to patients with third-party coverage, the Company analyzes contractually due amounts and provides an allowance, if necessary. The difference between the standard rates and the amounts actually collected after all reasonable collection efforts have been exhausted is charged against the allowance for doubtful accounts. |
Presentation of Insurance Claims and Related Insurance Recoveries | Presentation of Insurance Claims and Related Insurance Recoveries. The Company accounts for its insurance claims and related insurance recoveries at their gross values as standards for health care entities do not allow the Company to net insurance recoveries against the related claim liabilities. There were no insurance claims or insurance recoveries recorded during the years ended December 31, 2021 and 2020. |
Advertising Costs | Advertising Costs. Advertising costs are expensed as incurred and are included in operating expenses on the consolidated statements of operations. Advertising costs charged to operations totaled approximately $0.1 million in 2021 and 2020, respectively. |
Research and Development Costs | Research and Development Costs. All costs associated with internal research and development are expensed as incurred. These costs include salaries and employee related expenses, operating supplies and facility-related expenses. Research and development costs charged to operations totaled $1.3 million and $1.2 million for the years ended December 31, 2021 and 2020, respectively. |
Income Taxes | Income Taxes. Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities at each balance sheet date using tax rates expected to be in effect in the year the differences are expected to reverse. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in the period when the change in tax rates is enacted. A valuation allowance is established when it is determined that it is more likely than not that some portion or all of the deferred tax assets will not be realized. A full valuation allowance has been applied against the Company’s net deferred tax assets as of December 31, 2021 and 2020, due to projected losses and because it is not more likely than not that the Company will realize future benefits associated with these deferred tax assets. Management’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of, or changes in tax laws, regulations and interpretations thereof as well as other factors. The Company’s policy is to record interest and penalties directly related to income taxes as income tax expense in the accompanying consolidated statements of operations, of which there was none for the years ended December 31, 2021 and 2020. |
Common Stock Warrants | Common Stock Warrants. The Company classifies the issuance of common stock warrants as equity any contracts that (i) require physical settlement or net-stock settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own stocks (physical settlement or net-stock settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside of the Company’s control), or (ii) gives the counterparty a choice of net-cash settlement or settlement in stock (physical settlement or net-stock settlement). Certain of our issued and outstanding warrants to purchase common stock do not qualify to be treated as equity and accordingly, are recorded as a liability (“Common Stock Warrant Liability”). We are required to present these instruments at fair value at each reporting date and any changes in fair values are recorded as an adjustment to earnings. |
Beneficial Conversion Features | Beneficial Conversion Features. The intrinsic value of a beneficial conversion feature (“BCF”) inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the first conversion date using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the BCF is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion. Deemed dividends are also recorded for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the preferred shares. When the preferred shares are non-redeemable the BCF is fully amortized into additional paid-in capital and preferred discount. If the preferred shares are redeemable, the discount is amortized from the commitment date to the first conversion date. |
Consolidation of Variable Interest Entities | 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 consolidated balance sheets. Intercompany balances are eliminated in consolidation and not reflected in the following table. (dollars in thousands) December 31, 2021 December 31, 2020 Assets: Accounts receivable, net $ 180 $ 538 Total assets $ 180 $ 538 Liabilities: Accrued expenses $ 36 $ 27 Total liabilities $ 36 $ 27 Noncontrolling interest in Joint Venture $ 40 $ 27 Total stockholders' equity $ 79 $ 53 |
Loss Per Share | Loss Per Share. Basic loss per share is calculated based on the weighted-average number of common shares outstanding during each period. Diluted loss per share includes shares issuable upon exercise of outstanding stock options, warrants or conversion rights that have exercise or conversion prices below the market value of our common stock. Options, warrants and conversion rights pertaining to 3,584,688 and 1,846,989 shares of our common stock have been excluded from the computation of diluted loss per share at December 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: December 31, 2021 2020 Stock options 2,635,287 822,992 Warrants 831,901 906,497 Preferred stock 117,500 117,500 Total 3,584,688 1,846,989 |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements. In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12 “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Recent Accounting Pronouncements Not Yet Adopted. In July 2021, the FASB issued ASU 2021-05, Lease (Topic 842), “Lessors - Certain Leases with Variable Lease Payments” In May 2021, the FASB issued ASU 2021-04, “ Issuer s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” 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 In June 2016, the FASB issued ASU 2016-13 “ Measurement of Credit Losses on Financial Instruments |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Estimated Useful Lives of Property and Equipment | Furniture and fixtures 5 to 7 years Laboratory equipment 3 to 10 years Computer equipment and software 3 to 7 years |
Schedule of Variable Interest Entities | (dollars in thousands) December 31, 2021 December 31, 2020 Assets: Accounts receivable, net $ 180 $ 538 Total assets $ 180 $ 538 Liabilities: Accrued expenses $ 36 $ 27 Total liabilities $ 36 $ 27 Noncontrolling interest in Joint Venture $ 40 $ 27 Total stockholders' equity $ 79 $ 53 |
Outstanding Securities not Included in the Computation of Diluted Net Loss | The following table summarizes the outstanding securities not included in the computation of diluted net loss per share: December 31, 2021 2020 Stock options 2,635,287 822,992 Warrants 831,901 906,497 Preferred stock 117,500 117,500 Total 3,584,688 1,846,989 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT, NET [Abstract] | |
Summary of Property and Equipment, Net | A summary of property and equipment at December 31, 2021 and 2020 is as follows: 2021 2020 Furniture and fixtures $ 12 $ 12 Laboratory equipment 794 330 Computer equipment and software 725 533 Construction in process 138 53 1,669 928 Less—accumulated depreciation and amortization (833) (651) Total $ 836 $ 277 |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INTANGIBLES [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following: Dollars in Thousands December 31, 2021 Accumulated Net Book Cost Amortization Value Technology $ 18,990 $ 4,273 $ 14,717 $ 18,990 $ 4,273 $ 14,717 Dollars in Thousands December 31, 2020 Accumulated Net Book Cost Amortization Value Technology $ 18,990 $ 3,323 $ 15,667 $ 18,990 $ 3,323 $ 15,667 |
Intangible Assets, Estimated Useful Life | Estimated Useful Life Technology 20 years |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
LONG-TERM DEBT [Abstract] | |
Schedule of debt | Long-term debt consists of the following: Dollars in Thousands December 31, 2021 December 31, 2020 Department of Economic and Community Development (DECD) $ 205 $ 233 DECD debt issuance costs (19) (22) Financed insurance loan — 12 Paycheck Protection Program — 787 Total long-term debt 186 1,010 Current portion of long-term debt (26) (648) Long-term debt, net of current maturities $ 160 $ 362 |
Schedule of Maturities of Long-term Debt | The aggregate future maturities required on gross long-term debt at December 31, 2021 are as follows: 2022 2023 2024 2025 2026 2027 and thereafter Total DECD loan $ 29 $ 30 $ 31 $ 32 $ 33 $ 50 $ 205 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Instrument [Line Items] | |
Schedule of debt | Long-term debt consists of the following: Dollars in Thousands December 31, 2021 December 31, 2020 Department of Economic and Community Development (DECD) $ 205 $ 233 DECD debt issuance costs (19) (22) Financed insurance loan — 12 Paycheck Protection Program — 787 Total long-term debt 186 1,010 Current portion of long-term debt (26) (648) Long-term debt, net of current maturities $ 160 $ 362 |
Convertible Bridge Loan | |
Debt Instrument [Line Items] | |
Summary of change in Bridge Note debt discounts and debt premiums | (Dollars in thousands) For the Year Ended December 31, 2020 Debt Discounts Debt Premiums Beginning balance at January 1 $ (1,796) $ — Additions: — 793 Deductions: Amortization (accretion) (1) 703 (385) Write-off related to note conversions (2) 138 (408) Write-off related to note extinguishment (3) 955 — Balance at December 31 $ — $ — (1) Amortization/accretion is recognized as interest expense/income within the 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 consolidated statements of operations. |
ACCRUED EXPENSES OTHER CURREN_2
ACCRUED EXPENSES OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
ACCRUED EXPENSES OTHER CURRENT LIABILITIES [Abstract] | |
Accrued expenses | Accrued expenses at December 31, 2021 and 2020 are as follows: (dollars in thousands) 2021 2020 Accrued expenses $ 1,033 $ 906 Accrued compensation 718 685 Accrued franchise, property and sales and use taxes 148 426 Accrued interest 19 19 $ 1,918 $ 2,036 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
LEASES [Abstract] | |
Summary of balance sheet presentation of our operating and finance leases | (dollars in thousands) Classification on the Consolidated Balance Sheet December 31, 2021 December 31, 2020 Assets: Operating lease right-of-use assets, net $ 858 $ 306 Finance lease right-of-use assets, net (2) 371 204 Total lease assets $ 1,229 $ 510 Liabilities: Current: Current maturities of operating lease liabilities $ 166 $ 225 Current maturities of finance lease liabilities 222 48 Noncurrent: Operating lease liabilities, less current maturities 697 92 Finance lease liabilities, less current maturities 159 116 Total lease liabilities $ 1,244 $ 481 (1) (2) |
Summary of estimated future minimum lease payments for operating leases | (dollars in thousands) Operating Leases Finance Leases Total 2022 $ 227 $ 176 $ 403 2023 218 101 319 2024 204 80 284 2025 191 65 256 2026 195 26 221 Thereafter — — — Total lease obligations 1,035 448 1,483 Less: Amount representing interest (172) (67) (239) Present value of net minimum lease obligations 863 381 1,244 Less, current portion (166) (222) (388) Long term portion $ 697 $ 159 $ 856 |
Summary of estimated future minimum lease payments for finance leases | As of December 31, 2021, the estimated future minimum lease payments, excluding non-lease components, are as follows: (dollars in thousands) Operating Leases Finance Leases Total 2022 $ 227 $ 176 $ 403 2023 218 101 319 2024 204 80 284 2025 191 65 256 2026 195 26 221 Thereafter — — — Total lease obligations 1,035 448 1,483 Less: Amount representing interest (172) (67) (239) Present value of net minimum lease obligations 863 381 1,244 Less, current portion (166) (222) (388) Long term portion $ 697 $ 159 $ 856 |
Schedule of other information | December 31, December 31, 2021 2020 Weighted-average remaining lease term (years): Operating leases 4.7 1.9 Finance leases 3.1 3.6 Weighted-average discount rate: Operating leases 8.00% 8.00% Finance leases 10.03% 8.28% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Purchase Obligations | Years ending December 31, (dollars in thousands) 2022 $ 1,046 2023 218 2024 170 2025 50 2026 — Thereafter — $ 1,484 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES [Abstract] | |
Schedule of Deferred Tax Assets And Liabilities | Dollars in Thousands 2021 2020 Deferred tax assets: Net operating loss and credit carryforwards $ 17,604 $ 15,941 Allowance for doubtful accounts 403 986 Stock-based compensation 915 461 Other 127 39 Gross deferred tax assets 19,049 17,427 Deferred tax liabilities: Property and equipment (257) (94) Intangible assets (3,589) (3,849) Other (18) — Gross deferred tax liabilities (3,864) (3,943) Net deferred tax assets 15,185 13,484 Less valuation allowance (15,185) (13,484) Net deferred liability $ — $ — |
Reconciliation of the Provision for Income Taxes | Dollars in Thousands 2021 2020 Benefit at federal rate $ (1,788) $ (2,231) Increase (decrease) resulting from: State income taxes—net of federal benefit (289) (379) Miscellaneous permanent differences 62 48 Warrant liability revaluation (97) (3) Meals and entertainment 19 18 PPP Loan forgiven (192) — Income taxed to owners on Non-Controlling Interest (NCI) (3) — Change in valuation allowance 2,288 2,547 Total income tax benefit $ — $ — |
Schedule of Income Taxes by Jurisdiction | Dollars in Thousands 2021 2020 Federal: Current $ — $ — Deferred — — Total Federal $ — $ — State: Current $ — $ — Deferred — — Total State $ — $ — Foreign: Current $ — $ — Deferred — — Total Foreign $ — $ — Total Tax Provision $ — $ — |
Summary of Operating Loss Carryforwards | Dollars in Thousands 2021 2036 $ 14,277 2037 13,641 Unlimited life 44,595 Total Federal $ 72,513 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY [Abstract] | |
Schedule of stockholders' equity, including warrants and rights | The following represents a summary of the warrants outstanding as of December 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 78,414 $ 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 20,903 $ 5.40 (11) 2018 August 2023 20,903 $ 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 $ 9.56 831,901 (1) These warrants were issued in connection with 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 a waiver of default the Company received in the fourth quarter of 2017 in connection with certain 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 recorded | There were no deemed dividends recorded in 2021. The following represents a summary of the dividends recorded for the year ended December 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 year ended December 31, 2020 $ 3,344 * Represents less than one thousand dollars |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE [Abstract] | |
Schedule of Changes in Fair Value of Liability | Dollars in Thousands Year Ended December 31, 2021 2016 Warrant Bridge Note Total Warrant Liability Warrant Liabilities Liabilities Beginning balance at January 1 $ 130 $ 1,195 $ 1,325 Total losses: Revaluation recognized in earnings – (269) (269) Deductions – warrant exercises and write-offs (130) (320) (450) Balance at December 31 $ – $ 606 $ 606 Year Ended December 31, 2020 2016 Warrant Bridge Note Total Warrant Liability Warrant Liabilities Liabilities Beginning balance at January 1 $ 70 $ 1,268 $ 1,338 Total losses: Revaluation recognized in earnings 60 (73) (13) Balance at December 31 $ 130 $ 1,195 $ 1,325 |
EQUITY INCENTIVE PLAN (Tables)
EQUITY INCENTIVE PLAN (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
EQUITY INCENTIVE PLAN [Abstract] | |
Summary of stock option activity | The following table summarizes stock option activity under our plans during the year ended December 31, 2021: Number of Weighted-Average Options Exercise Price Outstanding at January 1, 2021 822,992 $ 4.46 Granted 1,907,347 2.89 Exercised (1,379) 2.06 Forfeited (93,673) 2.82 Outstanding at December 31, 2021 2,635,287 $ 3.38 Exercisable at December 31, 2021 755,610 $ 4.62 |
SALES SERVICE REVENUE, NET AN_2
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE [Abstract] | |
Schedule of Net Revenues | For the Year Ended December 31, (dollars in thousands) Diagnostic Testing Biomarker Testing Total 2021 2020 2021 2020 2021 2020 Medicaid $ 43 $ 53 $ — $ — $ 43 $ 53 Medicare 3,838 2,882 — — 3,838 2,882 Self-pay 234 408 — — 234 408 Third party payers 3,612 3,442 — — 3,612 3,442 Contract diagnostics — — 56 426 56 426 Service revenue, net $ 7,727 $ 6,785 $ 56 $ 426 $ 7,783 $ 7,211 |
Schedule of Gross to Net Sales Adjustments | For the Year Ended December 31, (dollars in thousands) Contractual Allowances and Revenues, net of Contractual Gross Revenues adjustments Allowances and adjustments 2021 2020 2021 2020 2021 2020 Medicaid $ 43 $ 53 $ — $ — $ 43 $ 53 Medicare 3,838 2,882 — — 3,838 2,882 Self-pay 234 411 — (3) 234 408 Third party payers 12,597 11,891 (8,985) (8,449) 3,612 3,442 Contract diagnostics 56 426 — — 56 426 16,768 15,663 (8,985) (8,452) 7,783 7,211 Other 914 220 — — 914 220 $ 17,682 $ 15,883 $ (8,985) $ (8,452) $ 8,697 $ 7,431 |
Schedule of Reported Revenues Net of Collection Allowance | For the Year Ended December 31, Revenues, net of (dollars in thousands) Contractual Allowances Allowances for doubtful and adjustments accounts Total 2021 2020 2021 2020 2021 2020 Medicaid $ 43 $ 53 $ (5) $ (53) $ 38 $ — Medicare 3,838 2,882 (58) (387) 3,780 2,495 Self-pay 234 408 — — 234 408 Third party payers 3,612 3,442 215 (899) 3,827 2,543 Contract diagnostics 56 426 — — 56 426 7,783 7,211 152 (1,339) 7,935 5,872 Other 914 220 — — 914 220 $ 8,697 $ 7,431 $ 152 $ (1,339) $ 8,849 $ 6,092 |
Schedule of Receivables | The following summarizes the mix of receivables as of December 31, 2021 and 2020: (dollars in thousands) December 31, 2021 December 31, 2020 Medicaid $ 45 $ 131 Medicare 727 1,054 Self-pay 139 276 Third party payers 2,111 3,373 Contract diagnostic services and other 159 53 $ 3,181 $ 4,887 Less allowance for doubtful accounts (2,484) (4,013) Accounts receivable, net $ 697 $ 874 |
Schedule of Allowance for Doubtful Accounts | The following table presents the roll-forward of the allowance for doubtful accounts for the year ended December 31, 2021: Allowance for Doubtful (dollars in thousands) Accounts Balance, January 1, 2021 $ (4,013) Collection Allowance: Medicaid $ (5) Medicare (58) Third party payers 215 152 Bad debt expense $ (2) Total charges 150 Write-offs 1,379 Balance, December 31, 2021 $ (2,484) |
Schedule of Customer Revenue and Accounts Receivable Concentrations | Net sales Accounts receivable, as of Years Ended December 31, December 31, December 31, 2021 2020 2021 2020 Customer A * * 21 % * Customer B * * 12 % * * represents less than 10% |
BUSINESS DESCRIPTION (Narrative
BUSINESS DESCRIPTION (Narrative) (Details) - USD ($) | Apr. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2020 | Apr. 13, 2020 |
Business Acquisition [Line Items] | |||||
Net loss | $ 8,500,000 | ||||
Working deficiency | 9,300,000 | ||||
Net cash used in operating activities | (6,577,000) | $ (7,434,000) | |||
Proceeds from issuance of common stock | $ 16,207,000 | $ 8,929,000 | |||
Common stock, par value | $ 0.01 | $ 0.01 | |||
Sales Agreement with Alliance Global Partners | |||||
Business Acquisition [Line Items] | |||||
Proceeds from issuance of common stock | $ 15,400,000 | ||||
Maximum aggregate initial offering price | $ 50,000,000 | ||||
Common stock, par value | $ 0.01 | ||||
Sale of common stock | 4,501,000 | ||||
Additional shares available for future sales | $ 6,600,000 | ||||
Sales Agreement with Alliance Global Partners | Maximum [Member] | |||||
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 venture | 49.00% | ||||
Joint Venture [Member] | Popular Healthcare PLLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of interest in joint venture | 51.00% | ||||
Joint Venture [Member] | Poplar Put Right [Member] | Scenario, Plan [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of interest in joint venture | 100.00% | ||||
Price per share | $ 1 | ||||
Purchase price | $ 51 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Other current assets | $ 549 | $ 324 |
Prepaid insurance | 300 | 300 |
Prepaid assets and other receivables | 200 | 100 |
Inventory Valuation Reserves | $ 100 | $ 0 |
Awards outstanding | 0 | 0 |
Impairment of intangible assets | $ 0 | $ 0 |
Amortization expense of converted debt issuance costs | 100 | 300 |
Insurance claims, recoveries | 0 | 0 |
Income tax, interest and penalties | $ 0 | 0 |
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | |
Advertising expense | $ 100 | 100 |
Research and development expense | $ 1,300 | $ 1,200 |
Securities not included in the computation of diluted net loss per share | 3,584,688 | 1,846,989 |
Performance Based | ||
Finite-Lived Intangible Assets [Line Items] | ||
Awards outstanding | 0 | 53,334 |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Stock options, unvested options, vesting period | 4 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Estimated Useful Lives of Property and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Laboratory Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Laboratory Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Computer Equipment and Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer Equipment and Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (VIE) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Assets: | |||
Accounts receivable, net | $ 697 | $ 874 | |
Total assets | 30,439 | 20,713 | |
Liabilities: | |||
Accrued expenses | 1,918 | 2,036 | |
Total liabilities | 5,835 | 6,551 | |
Total stockholders' equity | 24,604 | 14,162 | $ 13,205 |
Variable Interest Entity, Primary Beneficiary [Member] | |||
Assets: | |||
Accounts receivable, net | 180 | 538 | |
Total assets | 180 | 538 | |
Liabilities: | |||
Accrued expenses | 36 | 27 | |
Total liabilities | 36 | 27 | |
Noncontrolling Interest in Joint Venture | 40 | 27 | |
Total stockholders' equity | $ 79 | $ 53 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Outstanding Securities) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Finance lease assets | $ 371 | $ 204 |
Securities not included in the computation of diluted net loss per share | 3,584,688 | 1,846,989 |
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 share | 2,635,287 | 822,992 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities not included in the computation of diluted net loss per share | 831,901 | 906,497 |
Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities not included in the computation of diluted net loss per share | 117,500 | 117,500 |
Right of Use Asset | Reclassified to finance lease right of use assets [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Finance lease assets | $ 29 | |
Right of Use Asset | Maximum [Member] | Reclassified to finance lease right of use assets [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Finance lease assets | 100 | |
Property, Plant and Equipment [Member] | Reclassified to finance lease right of use assets [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Finance lease assets | 175 | |
Property, Plant and Equipment [Member] | Equipment Under Finance Leases | Reclassified to finance lease right of use assets [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Finance lease assets | $ 200 |
PROPERTY AND EQUIPMENT, NET (Su
PROPERTY AND EQUIPMENT, NET (Summary of Property and Equipment) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,669 | $ 928 |
Less-accumulated depreciation and amortization | (833) | (651) |
Property, Plant and Equipment, Net, Total | 836 | 277 |
Depreciation expense | 200 | 100 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 12 | 12 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 794 | 330 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 725 | 533 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 138 | $ 53 |
INTANGIBLES (Narrative) (Detail
INTANGIBLES (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INTANGIBLES [Abstract] | ||
Amortization expense for intangible assets | $ 1 | $ 1 |
Amortization expense, 2022 | 0.9 | |
Amortization expense, 2023 | 0.9 | |
Amortization expense, 2024 | 0.9 | |
Amortization expense, 2025 | 0.9 | |
Amortization expense, 2026 | $ 0.9 |
INTANGIBLES (Schedule of Intang
INTANGIBLES (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 18,990 | $ 18,990 |
Accumulated Amortization | 4,273 | 3,323 |
Net Book Value | 14,717 | 15,667 |
Technology [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | 18,990 | 18,990 |
Accumulated Amortization | 4,273 | 3,323 |
Net Book Value | $ 14,717 | $ 15,667 |
INTANGIBLES (Intangible Assets,
INTANGIBLES (Intangible Assets, Estimated Useful Life) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, estimated useful life | 20 years |
LONG-TERM DEBT (Schedule of Deb
LONG-TERM DEBT (Schedule of Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 186 | $ 1,010 |
Current portion of long-term debt | (26) | (648) |
Long-term debt, net of current maturities | 160 | 362 |
Department of Economic and Community Development (DECD) | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 205 | 233 |
Debt issuance cost | (19) | (22) |
Financed Insurance Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 0 | 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, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Gross proceeds from grant received and loan | $ 400,000 | ||
Proceeds from grant | $ 100,000 | ||
Debt instrument, term | 10 years | ||
Debt instrument, maturity date | Dec. 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 | $ 19,000 | $ 22,000 |
Amortization of debt issuance cost | 3,000 | $ 2,000 | |
2022 | 3,000 | ||
2023 | 3,000 | ||
2024 | 3,000 | ||
2025 | 3,000 | ||
2026 | $ 3,000 |
LONG-TERM DEBT (Financed Insura
LONG-TERM DEBT (Financed Insurance Loan) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2020 | Jul. 31, 2019 |
Debt Instrument [Line Items] | ||||
Total debt | $ 186 | $ 1,010 | ||
Financed Insurance Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 100 | $ 400 | ||
Interest rate (as a percent) | 5.00% | 5.00% | ||
Total debt | $ 0 | 12 | ||
Minimum [Member] | Financed Insurance Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 100 |
LONG-TERM DEBT (Paycheck Protec
LONG-TERM DEBT (Paycheck Protection Program.) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Apr. 23, 2020 | |
Debt Instrument [Line Items] | ||
Gain on forgiveness of Paycheck Protection Program loan | $ 794,000 | |
Unsecured Debt [Member] | Paycheck Protection Program | Promissory notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 787,200 |
LONG-TERM DEBT (Aggregate Futur
LONG-TERM DEBT (Aggregate Future Maturities on Long-Term Debt) (Details) - Department of Economic and Community Development (DECD) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Instrument [Line Items] | |
2022 | $ 29 |
2023 | 30 |
2024 | 31 |
2025 | 32 |
2026 | 33 |
2027 and thereafter | 50 |
Total | $ 205 |
CONVERTIBLE NOTES - Bridge Note
CONVERTIBLE NOTES - Bridge Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 26, 2020 | Mar. 25, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||||
Loss on extinguishment of convertible notes | $ (1,225) | |||
Convertible notes | 0 | $ 0 | ||
April 2019 Bridge Notes And May 2019 Bridge Notes | ||||
Debt Instrument [Line Items] | ||||
Guaranteed interest period | 18 months | 12 months | ||
April 2019 Bridge Notes And May 2019 Bridge Notes | Convertible Debt [Member] | Amendment Agreement | ||||
Debt Instrument [Line Items] | ||||
Floor price | $ 0.40 | $ 2.25 | ||
Debt premium on debt | 800 | |||
Loss on extinguishment of convertible notes | 1,200 | |||
Convertible Bridge Loan | Convertible Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Warrant liability canceled due to settlement of equity instruments | $ 2,200 | |||
Number of shares converted from debt instrument (in shares) | 3,908,145 |
CONVERTIBLE NOTES (Bridge Note
CONVERTIBLE NOTES (Bridge Note debt discounts and debt premiums) (Details) - Convertible Debt [Member] - Convertible Bridge Loan $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Debt discounts | |
Beginning balance | $ (1,796) |
Deductions: Amortization/accretion | 703 |
Deductions: Write-off related to note conversions | 138 |
Deductions: Write-off related to note extinguishment | 955 |
Debt premiums | |
Additions: | 793 |
Deductions: Amortization/accretion | (385) |
Deductions: Write-off related to note conversions | $ (408) |
ACCRUED EXPENSES OTHER CURREN_3
ACCRUED EXPENSES OTHER CURRENT LIABILITIES (Accrued Expenses) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
ACCRUED EXPENSES OTHER CURRENT LIABILITIES [Abstract] | ||
Accrued expenses | $ 1,033 | $ 906 |
Accrued compensation | 718 | 685 |
Accrued franchise, property and sales and use taxes | 148 | 426 |
Accrued interest | 19 | 19 |
Accrued expenses | $ 1,918 | $ 2,036 |
ACCRUED EXPENSES OTHER CURREN_4
ACCRUED EXPENSES OTHER CURRENT LIABILITIES (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
ACCRUED EXPENSES OTHER CURRENT LIABILITIES [Abstract] | ||
Reduction in Certain Accrued Expense and Accounts Payable | $ 0.1 | $ 0.1 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | Nov. 29, 2021USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Operating leases | $ 200 | $ 200 | |
Operating lease right-of-use assets obtained in exchange for operating lease obligations | 771 | 0 | |
Operating lease right-of-use assets, net | 858 | 306 | $ 800 |
Operating Lease, Liability, Noncurrent | 697 | 92 | $ 800 |
Finance lease ROU assets | 94 | 50 | |
Net investment in leased assets | $ 200 | ||
Minimum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Facility leases | item | 1 | ||
Renewal term | 1 year | ||
Maximum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Renewal term | 5 years | ||
Net investment in leased assets | 100 | ||
Right of Use Asset | |||
Lessee, Lease, Description [Line Items] | |||
Finance lease ROU assets | $ 100 | $ 0 |
LEASES - Operating and Financin
LEASES - Operating and Financing leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Nov. 29, 2021 | Dec. 31, 2020 |
Balance sheet presentation of our operating and financing leases | |||
Operating lease right-of-use assets, net | $ 858 | $ 800 | $ 306 |
Finance lease right-of-use assets, net | 371 | 204 | |
Total lease assets | 1,229 | 510 | |
Current maturities of operating lease liabilities | 166 | 225 | |
Current maturities of finance lease liabilities | 222 | 48 | |
Operating lease liabilities, less current maturities | 697 | $ 800 | 92 |
Finance lease liabilities, less current maturities | 159 | 116 | |
Total lease liabilities | 1,244 | 481 | |
HemeScreen Reagent Rental [Member] | |||
Balance sheet presentation of our operating and financing leases | |||
Finance lease right-of-use assets, net | $ 61 | 29 | |
Right of Use Asset | Reclassified to finance lease right of use assets [Member] | |||
Balance sheet presentation of our operating and financing leases | |||
Finance lease right-of-use assets, net | 29 | ||
Property, Plant and Equipment [Member] | Reclassified to finance lease right of use assets [Member] | |||
Balance sheet presentation of our operating and financing leases | |||
Finance lease right-of-use assets, net | $ 175 |
LEASES - Future Minimum Lease P
LEASES - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Nov. 29, 2021 | Dec. 31, 2020 |
Operating leases, estimated future minimum lease payments | |||
2022 | $ 227 | ||
2023 | 218 | ||
2024 | 204 | ||
2025 | 191 | ||
2026 | 195 | ||
Total lease obligations | 1,035 | ||
Less: Amount representing interest | (172) | ||
Present value of net minimum lease obligations | 863 | ||
Less, current portion | (166) | $ (225) | |
Long term portion | 697 | $ 800 | 92 |
Finance leases, estimated future minimum lease payments | |||
2022 | 176 | ||
2023 | 101 | ||
2024 | 80 | ||
2025 | 65 | ||
2026 | 26 | ||
Total lease obligations | 448 | ||
Less: Amount representing interest | (67) | ||
Present value of net minimum lease obligations | 381 | ||
Less, current portion | (222) | (48) | |
Long term portion | 159 | 116 | |
2022 | 403 | ||
2023 | 319 | ||
2024 | 284 | ||
2025 | 256 | ||
2026 | 221 | ||
Total lease obligations | 1,483 | ||
Less: Amount representing interest | (239) | ||
Total lease liabilities | 1,244 | $ 481 | |
Less, current portion | (388) | ||
Long term portion | $ 856 |
LEASES - Other Information (Det
LEASES - Other Information (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
LEASES [Abstract] | ||
Operating leases (in years) | 4 years 8 months 12 days | 1 year 10 months 24 days |
Finance leases (in years) | 3 years 1 month 6 days | 3 years 7 months 6 days |
Operating leases discount rate | 8.00% | 8.00% |
Finance leases discount rate | 10.03% | 8.28% |
LEASES - Operating and Financ_2
LEASES - Operating and Financing Lease Cost (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease costs | $ 0.3 | $ 0.2 |
Maximum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Short-term lease costs | 0.1 | 0.1 |
Finance leases, amortization expense and interest | $ 0.1 | $ 0.1 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) - USD ($) $ in Millions | Feb. 06, 2017 | Dec. 31, 2021 | Dec. 31, 2020 |
Loss Contingencies [Line Items] | |||
Class of Warrant or Right, Outstanding | 357 | ||
CPA Global | |||
Loss Contingencies [Line Items] | |||
Loss contingency, damages sought | $ 0.2 | ||
CPA Global | Minimum [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency accrual | $ 0.1 | $ 0.1 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Purchase Commitments) (Details) - Inventories [Member] | Dec. 31, 2021USD ($) |
2022 | $ 1,046 |
2023 | 218 |
2024 | 170 |
2025 | 50 |
Total | $ 1,484 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Increase in valuation allowance | $ 1.7 | $ 2.8 |
Deferred Tax Assets, Net of Valuation Allowance | 15.2 | $ 13.5 |
Federal | ||
Gross federal and state net operating loss ("NOL") carryforwards | 73 | |
Federal losses | 45 | |
State and Local Jurisdiction [Member] | ||
Gross federal and state net operating loss ("NOL") carryforwards | $ 2 |
INCOME TAXES (Schedule of Defer
INCOME TAXES (Schedule of Deferred Tax Assets And Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
INCOME TAXES [Abstract] | ||
Net operating loss and credit carryforwards | $ 17,604 | $ 15,941 |
Allowance for doubtful accounts | 403 | 986 |
Stock-based compensation | 915 | 461 |
Other | 127 | 39 |
Gross deferred tax assets | 19,049 | 17,427 |
Property and equipment | (257) | (94) |
Intangible assets | (3,589) | (3,849) |
Other | (18) | |
Gross deferred tax liabilities | (3,864) | (3,943) |
Net deferred tax assets | 15,185 | 13,484 |
Less valuation allowance | (15,185) | (13,484) |
Net deferred liability | $ 0 | $ 0 |
INCOME TAXES (Reconciliation of
INCOME TAXES (Reconciliation of the Provision for Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES [Abstract] | ||
Benefit at federal rate | $ (1,788) | $ (2,231) |
State income taxes-net of federal benefit | (289) | (379) |
Miscellaneous permanent differences | 62 | 48 |
Warrant liability revaluation | (97) | (3) |
Meals and entertainment | 19 | 18 |
PPP Loan forgiven | (192) | |
Income taxed to owners on Non-Controlling Interest (NCI) | (3) | |
Change in valuation allowance | 2,288 | 2,547 |
Income Tax Expense (Benefit), Total | $ 0 | $ 0 |
INCOME TAXES (Schedule of Incom
INCOME TAXES (Schedule of Income Taxes by Jurisdiction) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES [Abstract] | ||
Income Tax Expense (Benefit), Total | $ 0 | $ 0 |
INCOME TAXES (Summary of Operat
INCOME TAXES (Summary of Operating Loss Carryforwards) (Details) - Internal Revenue Service (IRS) [Member] $ in Thousands | Dec. 31, 2021USD ($) |
Operating Loss Carryforwards | $ 72,513 |
Tax Year 2036 [Member] | |
Operating Loss Carryforwards | 14,277 |
Tax Year 2037 [Member] | |
Operating Loss Carryforwards | 13,641 |
Unlimited life | |
Operating Loss Carryforwards | $ 44,595 |
STOCKHOLDERS' EQUITY (Common St
STOCKHOLDERS' EQUITY (Common Stock, 2018 Purchase Agreement and LP Purchase Agreement) (Details) - USD ($) | Jun. 26, 2020 | Apr. 08, 2020 | Mar. 26, 2020 | Sep. 07, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 20, 2018 | Dec. 19, 2018 |
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 | 250,000,000 | 150,000,000 | ||||
Proceeds from exercise of warrants | $ 400,000 | |||||||
Proceeds upon issuance of common stock from exercise of stock options | 3,000 | |||||||
Issuance of common stock in connection with at the market offering, net of issuance costs | $ 14,947,000 | |||||||
Shares issued (in shares) | 22,708,442 | 17,576,916 | ||||||
Common stock, shares outstanding (in shares) | 22,708,442 | 17,576,916 | ||||||
Issuance of common stock, net of issuance costs | $ 16,207,000 | $ 8,929,000 | ||||||
Issuance of common stock for consulting services | $ 150,000 | |||||||
Conversion of debt into stock | $ 2,176,000 | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds upon issuance of common stock from exercise of warrants (in shares) | 74,000 | |||||||
Proceeds upon issuance of common stock from exercise of stock options | $ 3,000 | |||||||
Proceeds upon issuance of common stock from exercise of stock options (in shares) | 1,379 | |||||||
Common stock issued in connection with the conversion of convertible notes | 3,980,145 | |||||||
Issuance of common stock in connection with at the market offering, net of issuance costs | $ 45,000 | |||||||
Shares issued (in shares) | 4,501,000 | |||||||
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) | 3,908,145 | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued for exercise of warrants | 74,000 | |||||||
Warrant exercises in period | 74,000 | |||||||
Proceeds from exercise of warrants | $ 400,000 | |||||||
Proceeds upon issuance of common stock from exercise of stock options (in shares) | 1,379 | |||||||
Conversion of debt into stock | $ 2,200,000 | |||||||
Preferred Class B | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion price (in dollars per share) | $ 0.40 | |||||||
Lincoln Park [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock in connection with at the market offering, net of issuance costs | $ 10,000,000 | |||||||
Shares issued (in shares) | 4,500,000 | |||||||
Shares issued (in shares) | 500,000 | 2,960,000 | ||||||
Shares sold in offering (in shares) | 1,040,654 | |||||||
Issuance of common stock, net of issuance costs | $ 1,400,000 | |||||||
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] | ||||||||
Issuance of common stock in connection with at the market offering, net of issuance costs | $ 10,000,000 | |||||||
Shares issued (in shares) | 1,770,000 | 250,000 | ||||||
Shares sold in offering (in shares) | 500,000 | 4,480,000 | ||||||
Issuance of common stock, net of issuance costs | $ 1,300,000 | $ 7,500,000 |
STOCKHOLDERS' EQUITY (At The Ma
STOCKHOLDERS' EQUITY (At The Market Offering Agreement) (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 13, 2020 |
Class of Stock [Line Items] | ||||
Common stock, par value | $ 0.01 | $ 0.01 | ||
Proceeds from issuance of common stock | $ 16,207 | $ 8,929 | ||
AGP | At The Market Offering Agreement | ||||
Class of Stock [Line Items] | ||||
Common stock, par value | $ 0.01 | |||
Aggregate sales proceeds of common stock | $ 22,000 | |||
Aggregate authorized offering price | $ 50,000 | |||
Percentage of cash fee | 3.00% | |||
Proceeds from issuance of common stock | $ 14,900 | |||
Shares issued (in shares) | 4,501,000 |
STOCKHOLDERS' EQUITY (Preferred
STOCKHOLDERS' EQUITY (Preferred Stock) (Details) - shares | Dec. 31, 2021 | Dec. 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 Millions | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Feb. 29, 2020 | Aug. 25, 2017 | |
Class of Stock [Line Items] | |||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
Warrants outstanding (in shares) | 357 | ||||
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 | ||||
Conversion price (in dollars per share) | $ 0.40 | ||||
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, Liquidation Preference Per Share | $ 1,000 | $ 1,000 | |||
Number of common shares issuable upon conversion of preferred stock. | 117,500 | ||||
Note Agreement 2018 [Member] | Preferred Class B | |||||
Class of Stock [Line Items] | |||||
Exercise price (in dollars per share) | $ 0.40 | $ 2.25 | |||
Note Agreement 2018 [Member] | Preferred Class B | Deemed Dividend A | |||||
Class of Stock [Line Items] | |||||
Beneficial conversion feature on warrants | $ 3.3 |
STOCKHOLDERS' EQUITY (Schedule
STOCKHOLDERS' EQUITY (Schedule of Warrants) (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||
Underlying shares (in shares) | 831,901 | ||
Warrants expired | 239 | 2,692 | |
Warrants outstanding (in shares) | 357 | ||
Settlement of warrant liability | $ 0.1 | ||
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) | $ 46.88 | ||
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) | 78,414 | ||
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) | 20,903 | ||
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) | 20,903 | ||
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 | 0 | |
Settlement of warrant liability | $ 0.1 |
STOCKHOLDERS' EQUITY (Offering
STOCKHOLDERS' EQUITY (Offering Warrants) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Aug. 31, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 29, 2020 | |
Class of Stock [Line Items] | |||||
Deemed dividend | $ 0 | $ 3,344,000 | |||
Offering Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Stock rights issued (in shares) | 178,666 | ||||
Exercise price (in dollars per share) | $ 0.40 | $ 45 | $ 2.25 | ||
Class of warrant or right, term | 5 years | ||||
Offering Warrants [Member] | Deemed Dividend B | |||||
Class of Stock [Line Items] | |||||
Deemed dividend | $ 6,000 |
STOCKHOLDERS' EQUITY (Note Conv
STOCKHOLDERS' EQUITY (Note Conversion Warrants) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Aug. 31, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 29, 2020 | |
Class of Stock [Line Items] | |||||
Deemed dividend | $ 0 | $ 3,344,000 | |||
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 | $ 5,000 | ||||
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 | ||||
Class of warrant or right, term | 5 years |
STOCKHOLDERS' EQUITY (Convertib
STOCKHOLDERS' EQUITY (Convertible Promissory Note Warrants) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 29, 2020 | Aug. 31, 2017 | |
Class of Stock [Line Items] | |||||
Deemed dividend | $ 0 | $ 3,344,000 | |||
Convertible Promissory Note Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Exercise price (in dollars per share) | $ 0.40 | $ 2.25 | $ 45 | ||
Maximum [Member] | Convertible Promissory Note Warrants [Member] | Deemed Dividend D | |||||
Class of Stock [Line Items] | |||||
Deemed dividend | $ 1,000 |
STOCKHOLDERS' EQUITY (Remaining
STOCKHOLDERS' EQUITY (Remaining Warrants) (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Apr. 30, 2019 | Apr. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2021 | May 31, 2019 | Dec. 31, 2018 | Feb. 28, 2018 | |
Class of Stock [Line Items] | |||||||
Class of warrant, number of securities called by warrants | 831,901 | ||||||
Creditor Warrants Relating to Secured Debt [Member] | |||||||
Class of Stock [Line Items] | |||||||
Class of warrant, number of securities called by warrants | 7,207 | ||||||
Exercise price (in dollars per share) | $ 112.50 | ||||||
April 2018 Warrants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock rights issued (in shares) | 243,224 | ||||||
Exercise price (in dollars per share) | $ 5.40 | $ 11.25 | |||||
Warrants exercised | 43,138 | ||||||
Proceeds from issuance of warrants | $ 0.2 | ||||||
Intrinsic value of warrants exercisable | $ 0.1 | ||||||
April 2018 Warrants, First Half [Member] | |||||||
Class of Stock [Line Items] | |||||||
Class of warrant or right, term | 1 year | 5 years | |||||
April 2018 Warrants, Second Half [Member] | |||||||
Class of Stock [Line Items] | |||||||
Class of warrant or right, term | 5 years | 1 year | |||||
Quarter 3 2018 Warrants | |||||||
Class of Stock [Line Items] | |||||||
Exercise price (in dollars per share) | $ 5.40 | ||||||
Warrants exercised | 30,862 | ||||||
Proceeds from issuance of warrants | $ 0.2 | ||||||
Intrinsic value of warrants exercisable | $ 0.1 | ||||||
Quarter 3 2018 Warrants | Convertible Debt [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of Warrants issued | 196,340 | ||||||
Exercise price (in dollars per share) | $ 11.25 | ||||||
Modified exercise price | $ 7.50 | ||||||
Quarter 3 2018 Warrants, First Half [Member] | |||||||
Class of Stock [Line Items] | |||||||
Class of warrant or right, term | 1 year | ||||||
Quarter 3 2018 Warrants, First Half [Member] | Convertible Debt [Member] | |||||||
Class of Stock [Line Items] | |||||||
Class of warrant or right, term | 5 years | ||||||
Quarter 3 2018 Warrants, Second Half [Member] | |||||||
Class of Stock [Line Items] | |||||||
Class of warrant or right, term | 5 years | ||||||
Quarter 3 2018 Warrants, Second Half [Member] | Convertible Debt [Member] | |||||||
Class of Stock [Line Items] | |||||||
Class of warrant or right, term | 1 year | ||||||
Quarter 4 2018 Warrants | Convertible Debt [Member] | |||||||
Class of Stock [Line Items] | |||||||
Class of warrant, number of securities called by warrants | 300,115 | ||||||
Exercise price (in dollars per share) | $ 5.40 | ||||||
Warrants term | 5 years | ||||||
April 2019 Bridge Notes | Convertible Debt [Member] | |||||||
Class of Stock [Line Items] | |||||||
Class of warrant, number of securities called by warrants | 147,472 | ||||||
Exercise price (in dollars per share) | $ 5.40 | ||||||
Warrants term | 5 years | ||||||
May 2019 Warrants | Convertible Debt [Member] | |||||||
Class of Stock [Line Items] | |||||||
Class of warrant, number of securities called by warrants | 154,343 | ||||||
Exercise price (in dollars per share) | $ 9.56 | ||||||
Warrants term | 5 years | ||||||
Note Agreement 2018 [Member] | Advisor Warrants [Member] | |||||||
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 Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||
Amount Recorded | $ 0 | $ 3,344 |
Purchase Agreement 2018 [Member] | Deemed Dividend A | ||
Class of Stock [Line Items] | ||
Amount Recorded | 3,333 | |
Purchase Agreement 2018 [Member] | Deemed Dividend B | ||
Class of Stock [Line Items] | ||
Amount Recorded | 6 | |
Purchase Agreement 2018 [Member] | Deemed Dividend C | ||
Class of Stock [Line Items] | ||
Amount Recorded | $ 5 |
FAIR VALUE (Narratives) (Detail
FAIR VALUE (Narratives) (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2021USD ($)shares | Dec. 31, 2021USD ($)Yshares | Dec. 31, 2020Y | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants outstanding (in shares) | shares | 357 | ||
Settlement of warrant liability | $ | $ 0.1 | ||
2016 Warrant Liability [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants outstanding (in shares) | shares | 357 | 0 | |
Settlement of warrant liability | $ | $ 0.1 | ||
2018 Warrant Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liabilities written off | $ | $ 0.3 | ||
Warrants exercised | shares | 74,000 | ||
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 Input | 135 | ||
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 Input | 0.08 | ||
Minimum [Member] | Measurement Input, Price Volatility [Member] | 2018 Warrant Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 61 | 162 | |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | 2018 Warrant Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.06 | 0.10 | |
Minimum [Member] | Measurement Input, Expected Term [Member] | 2018 Warrant Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | Y | 0.3 | 1.3 | |
Maximum [Member] | Measurement Input, Price Volatility [Member] | 2018 Warrant Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 199 | 201 | |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | 2018 Warrant Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.73 | 0.17 | |
Maximum [Member] | Measurement Input, Expected Term [Member] | 2018 Warrant Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | Y | 2.4 | 3.4 |
FAIR VALUE (Schedule of Changes
FAIR VALUE (Schedule of Changes in Fair Value of Liability) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 1,325 | $ 1,338 |
Total losses: | ||
Revaluation recognized in earnings | (269) | (13) |
Deductions - warrant exercises | (450) | |
Balance at end of period | 606 | 1,325 |
2016 Warrant Liability [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 130 | 70 |
Total losses: | ||
Revaluation recognized in earnings | 60 | |
Deductions - warrant exercises | (130) | |
Balance at end of period | 130 | |
2018 Warrant Liabilities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 1,195 | 1,268 |
Total losses: | ||
Revaluation recognized in earnings | (269) | (73) |
Deductions - warrant exercises | (320) | |
Balance at end of period | $ 606 | $ 1,195 |
EQUITY INCENTIVE PLAN (Narrativ
EQUITY INCENTIVE PLAN (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 18, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | ||
Stock-based compensation | $ 1.9 | $ 0.7 | |
Unvested stock options, unrecognized compensation expense weighted average recognition period | 3 years 1 month 6 days | ||
Unrecognized compensation expense related to unvested stock awards | $ 4.8 | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 1,907,347 | 433,550 | |
Granted (in dollars per share) | $ 2.89 | $ 2.01 | |
Forfeited (in shares) | (93,673) | (100,888) | |
Forfeited (in dollars per share) | $ 2.82 | $ 12.64 | |
Weighted average grant date fair value (in dollars per share) | $ 2.77 | ||
Risk free interest rate, minimum | 0.50% | ||
Risk free interest rate, maximum | 1.02% | ||
Term | 6 years | ||
Stock options, expected to vest, outstanding (in shares) | 2,057,726 | ||
Stock options, expected to vest, outstanding, aggregate intrinsic value | $ 0.1 | ||
Stock options, expected to vest remaining contractual term | 8 years 8 months 12 days | ||
Minimum [Member] | Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility rate | 162.00% | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options, unvested options, vesting period | 4 years | ||
Maximum [Member] | Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options, unvested options, vesting period | 4 years | ||
Volatility rate | 167.00% | ||
Equity Incentive Plan 2017 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized | 2,717,431 | ||
Shares available for grant | 80,845 | ||
Percentage of annual increase in number of shares authorized for grant | 5.00% | ||
Number of additional shares authorized | 925,000 | 1,803,845 | |
Equity Incentive Plan 2017 [Member] | Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years |
EQUITY INCENTIVE PLAN (Summary
EQUITY INCENTIVE PLAN (Summary of Stock Option Activity) (Details) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options | ||
Outstanding at beginning of period (in shares) | 822,992 | |
Granted (in shares) | 1,907,347 | 433,550 |
Exercised (in shares) | (1,379) | |
Forfeited (in shares) | (93,673) | (100,888) |
Outstanding at end of period (in shares) | 2,635,287 | 822,992 |
Exercisable at end of period (in shares) | 755,610 | |
Weighted-Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 4.46 | |
Granted (in dollars per share) | 2.89 | $ 2.01 |
Exercised (in dollars per share) | 2.06 | |
Forfeited (in dollars per share) | 2.82 | 12.64 |
Outstanding at end of period (in dollars per share) | 3.38 | $ 4.46 |
Exercisable at end of period (in dollars per share) | $ 4.62 |
SALES SERVICE REVENUE, NET AN_3
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Narrative) (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE [Abstract] | ||
Number of segments | segment | 1 | |
Revenue from sales-type leases | $ 200,000 | $ 100,000 |
Deferred revenue | $ 18,000 | $ 6,000 |
SALES SERVICE REVENUE, NET AN_4
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Net Revenues) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | $ 8,697 | $ 7,431 |
Service revenue, net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 7,783 | 7,211 |
Medicaid [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 43 | 53 |
Medicaid [Member] | Diagnostic Testing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 43 | 53 |
Medicare [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 3,838 | 2,882 |
Medicare [Member] | Diagnostic Testing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 3,838 | 2,882 |
Self-Pay [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 234 | 408 |
Self-Pay [Member] | Diagnostic Testing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 234 | 408 |
Third-Party Payor [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 3,612 | 3,442 |
Third-Party Payor [Member] | Diagnostic Testing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 3,612 | 3,442 |
Contract Diagnostic Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 56 | 426 |
Contract Diagnostic Services [Member] | Biomarker Testing and Clinical Project Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 56 | 426 |
Services Revenue, Net [Member] | Service revenue, net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 7,783 | 7,211 |
Services Revenue, Net [Member] | Diagnostic Testing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 7,727 | 6,785 |
Services Revenue, Net [Member] | Biomarker Testing and Clinical Project Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | $ 56 | $ 426 |
SALES SERVICE REVENUE, NET AN_5
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Gross to Net Sales Adjustments) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Gross revenue | $ 17,682 | $ 15,883 |
Contractual allowance and adjustments | (8,985) | (8,452) |
Service revenue, net | 8,697 | 7,431 |
Medicaid [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 43 | 53 |
Service revenue, net | 43 | 53 |
Medicare [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 3,838 | 2,882 |
Service revenue, net | 3,838 | 2,882 |
Self-Pay [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 234 | 411 |
Contractual allowance and adjustments | (3) | |
Service revenue, net | 234 | 408 |
Third-Party Payor [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 12,597 | 11,891 |
Contractual allowance and adjustments | (8,985) | (8,449) |
Service revenue, net | 3,612 | 3,442 |
Contract Diagnostic Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 56 | 426 |
Service revenue, net | 56 | 426 |
Service revenue, net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 16,768 | 15,663 |
Contractual allowance and adjustments | (8,985) | (8,452) |
Service revenue, net | 7,783 | 7,211 |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 914 | 220 |
Service revenue, net | $ 914 | $ 220 |
SALES SERVICE REVENUE, NET AN_6
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Sales, Net of Collection Allowance) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | $ 8,697 | $ 7,431 |
Adjustment for allowance for doubtful accounts | 152 | (1,339) |
Net sales | 8,849 | 6,092 |
Medicaid [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 43 | 53 |
Adjustment for allowance for doubtful accounts | (5) | (53) |
Net sales | 38 | |
Medicare [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 3,838 | 2,882 |
Adjustment for allowance for doubtful accounts | (58) | (387) |
Net sales | 3,780 | 2,495 |
Self-Pay [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 234 | 408 |
Net sales | 234 | 408 |
Third-Party Payor [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 3,612 | 3,442 |
Adjustment for allowance for doubtful accounts | 215 | (899) |
Net sales | 3,827 | 2,543 |
Contract Diagnostic Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 56 | 426 |
Net sales | 56 | 426 |
Service revenue, net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 7,783 | 7,211 |
Adjustment for allowance for doubtful accounts | 152 | (1,339) |
Net sales | 7,935 | 5,872 |
Service revenue, net [Member] | Services Revenue, Net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 7,783 | 7,211 |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 914 | 220 |
Net sales | $ 914 | $ 220 |
SALES SERVICE REVENUE, NET AN_7
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Receivables) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts receivable, gross | $ 3,181 | $ 4,887 |
Less allowance for doubtful accounts | (2,484) | (4,013) |
Accounts receivable, net | 697 | 874 |
Medicaid [Member] | ||
Accounts receivable, gross | 45 | 131 |
Medicare [Member] | ||
Accounts receivable, gross | 727 | 1,054 |
Self-Pay [Member] | ||
Accounts receivable, gross | 139 | 276 |
Third-Party Payor [Member] | ||
Accounts receivable, gross | 2,111 | 3,373 |
Contract Diagnostic Services [Member] | ||
Accounts receivable, gross | $ 159 | $ 53 |
SALES SERVICE REVENUE, NET AN_8
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for doubtful accounts, Beginning balance | $ (4,013) | |
Adjustment for allowance for doubtful accounts | 152 | $ (1,339) |
Bad debt expense | (2) | |
Write-offs | 1,379 | |
Total charges | (150) | |
Allowance for doubtful accounts, Ending balance | (2,484) | (4,013) |
Medicaid [Member] | ||
Adjustment for allowance for doubtful accounts | (5) | (53) |
Medicare [Member] | ||
Adjustment for allowance for doubtful accounts | (58) | (387) |
Third-Party Payor [Member] | ||
Adjustment for allowance for doubtful accounts | $ 215 | $ (899) |
SALES SERVICE REVENUE, NET AN_9
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Customer Revenue and Accounts Receivable Concentrations) (Details) - Accounts Receivable [Member] - Customer Concentration Risk [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Customer A [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 21.00% |
Customer B [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 12.00% |