Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 04, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-24249 | |
Entity Registrant Name | Interpace Biosciences, Inc. | |
Entity Central Index Key | 0001054102 | |
Entity Tax Identification Number | 22-2919486 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | Waterview Plaza | |
Entity Address, Address Line Two | Suite 310 | |
Entity Address, Address Line Three | 2001 Route 46 | |
Entity Address, City or Town | Parsippany | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07054 | |
City Area Code | (855) | |
Local Phone Number | 776-6419 | |
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 Common Stock, Shares Outstanding | 4,314,216 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 5,079 | $ 4,828 |
Accounts receivable | 5,529 | 5,032 |
Other current assets | 2,367 | 2,294 |
Total current assets | 12,975 | 12,154 |
Property and equipment, net | 606 | 480 |
Intangible assets, net | 226 | 861 |
Operating lease right of use assets | 2,090 | 2,439 |
Other long-term assets | 45 | 45 |
Total assets | 15,942 | 15,979 |
Current liabilities: | ||
Accounts payable | 1,689 | 1,050 |
Accrued salary and bonus | 1,127 | 1,456 |
Other accrued expenses | 8,391 | 8,419 |
Line of credit - current | 1,500 | 2,500 |
Current liabilities of discontinued operations | 858 | 858 |
Total current liabilities | 13,565 | 14,283 |
Contingent consideration | 231 | 518 |
Operating lease liabilities, net of current portion | 1,646 | 1,848 |
Note payable at fair value | 11,307 | 11,165 |
Other long-term liabilities | 4,863 | 4,701 |
Total liabilities | 31,612 | 32,515 |
Commitments and contingencies (Note 9) | ||
Redeemable preferred stock, $.01 par value; 5,000,000 shares authorized, 47,000 shares Series B issued and outstanding | 46,536 | 46,536 |
Common stock, $.01 par value; 100,000,000 shares authorized; 4,390,826 and 4,367,830 shares issued, respectively; 4,311,414 and 4,296,710 shares outstanding, respectively | 405 | 405 |
Additional paid-in capital | 187,865 | 187,516 |
Accumulated deficit | (248,491) | (249,017) |
Treasury stock, at cost (79,412 and 71,120 shares, respectively) | (1,985) | (1,976) |
Total stockholders’ deficit | (62,206) | (63,072) |
Total liabilities and stockholders’ deficit | (30,594) | (30,557) |
Total liabilities, preferred stock and stockholders’ deficit | $ 15,942 | $ 15,979 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Temporary equity par value | $ 0.01 | $ 0.01 |
Temporary equity shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 4,390,826 | 4,367,830 |
Common stock, shares outstanding | 4,311,414 | 4,296,710 |
Treasury stock, shares | 79,412 | 71,120 |
Series B Preferred Stock [Member] | ||
Temporary equity shares issued | 47,000 | 47,000 |
Temporary equity shares outstanding | 47,000 | 47,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 11,026 | $ 7,395 | $ 20,853 | $ 15,318 |
Cost of revenue | 4,191 | 3,565 | 8,039 | 6,830 |
Gross profit | 6,835 | 3,830 | 12,814 | 8,488 |
Operating expenses: | ||||
Sales and marketing | 2,605 | 2,551 | 4,947 | 4,751 |
Research and development | 186 | 204 | 335 | 435 |
General and administrative | 2,894 | 2,983 | 5,389 | 5,869 |
Acquisition related amortization expense | 318 | 317 | 635 | 635 |
Change in fair value of contingent consideration | (311) | (311) | ||
Total operating expenses | 6,003 | 5,744 | 11,306 | 11,379 |
Operating income (loss) from continuing operations | 832 | (1,914) | 1,508 | (2,891) |
Interest accretion expense | (31) | 36 | (66) | (85) |
Note payable interest | (228) | (210) | (453) | (390) |
Other (expense) income, net | (174) | 37 | (156) | 198 |
Income (loss) from continuing operations before tax | 399 | (2,051) | 833 | (3,168) |
Provision for income taxes | 4 | 16 | 8 | 34 |
Income (loss) from continuing operations | 395 | (2,067) | 825 | (3,202) |
Loss from discontinued operations, net of tax | (220) | (1,872) | (299) | (2,984) |
Net income (loss) | $ 175 | $ (3,939) | $ 526 | $ (6,186) |
Basic income (loss) per share of common stock: | ||||
From continuing operations | $ 0.09 | $ (0.49) | $ 0.19 | $ (0.76) |
From discontinued operations | (0.05) | (0.44) | (0.07) | (0.71) |
Net income (loss) per basic and diluted share of common stock | 0.04 | (0.93) | 0.12 | (1.47) |
Diluted income (loss) per share of common stock: | ||||
From continuing operations | 0.09 | (0.49) | 0.19 | (0.76) |
From discontinued operations | (0.05) | (0.44) | (0.07) | (0.71) |
Net income (loss) per basic and diluted share of common stock | $ 0.04 | $ (0.93) | $ 0.12 | $ (1.47) |
Weighted average number of common shares and common share equivalents outstanding: | ||||
Basic | 4,311 | 4,229 | 4,309 | 4,219 |
Diluted | 4,316 | 4,229 | 4,313 | 4,219 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance, value at Dec. 31, 2021 | $ 403 | $ (1,868) | $ 186,106 | $ (227,059) | $ (42,418) |
Balance, shares at Dec. 31, 2021 | 4,228,169 | 32,757 | |||
Issuance of common stock | $ 1 | 58 | 59 | ||
Issuance of common stock, shares | 44,139 | ||||
Treasury stock purchased | $ (60) | (60) | |||
Treasury stock purchased, shares | 13,129 | ||||
Stock-based compensation expense | 325 | 325 | |||
Net income (loss) | (2,247) | (2,247) | |||
Balance, value at Mar. 31, 2022 | $ 404 | $ (1,928) | 186,489 | (229,306) | (44,341) |
Balance, shares at Mar. 31, 2022 | 4,272,308 | 45,886 | |||
Balance, value at Dec. 31, 2021 | $ 403 | $ (1,868) | 186,106 | (227,059) | (42,418) |
Balance, shares at Dec. 31, 2021 | 4,228,169 | 32,757 | |||
Net income (loss) | (6,186) | ||||
Balance, value at Jun. 30, 2022 | $ 404 | $ (1,934) | 186,823 | (233,245) | (47,952) |
Balance, shares at Jun. 30, 2022 | 4,277,317 | 47,369 | |||
Balance, value at Mar. 31, 2022 | $ 404 | $ (1,928) | 186,489 | (229,306) | (44,341) |
Balance, shares at Mar. 31, 2022 | 4,272,308 | 45,886 | |||
Issuance of common stock | |||||
Issuance of common stock, shares | 5,009 | ||||
Treasury stock purchased | $ (6) | (6) | |||
Treasury stock purchased, shares | 1,483 | ||||
Stock-based compensation expense | 334 | 334 | |||
Net income (loss) | (3,939) | (3,939) | |||
Balance, value at Jun. 30, 2022 | $ 404 | $ (1,934) | 186,823 | (233,245) | (47,952) |
Balance, shares at Jun. 30, 2022 | 4,277,317 | 47,369 | |||
Balance, value at Dec. 31, 2022 | $ 405 | $ (1,976) | 187,516 | (249,017) | (63,072) |
Balance, shares at Dec. 31, 2022 | 4,367,830 | 71,120 | |||
Issuance of common stock | |||||
Issuance of common stock, shares | 22,996 | ||||
Treasury stock purchased | $ (9) | (9) | |||
Treasury stock purchased, shares | 8,292 | ||||
Stock-based compensation expense | 192 | 192 | |||
Net income (loss) | 351 | 351 | |||
Balance, value at Mar. 31, 2023 | $ 405 | $ (1,985) | 187,708 | (248,666) | (62,538) |
Balance, shares at Mar. 31, 2023 | 4,390,826 | 79,412 | |||
Balance, value at Dec. 31, 2022 | $ 405 | $ (1,976) | 187,516 | (249,017) | (63,072) |
Balance, shares at Dec. 31, 2022 | 4,367,830 | 71,120 | |||
Net income (loss) | 526 | ||||
Balance, value at Jun. 30, 2023 | $ 405 | $ (1,985) | 187,865 | (248,491) | (62,206) |
Balance, shares at Jun. 30, 2023 | 4,390,826 | 79,412 | |||
Balance, value at Mar. 31, 2023 | $ 405 | $ (1,985) | 187,708 | (248,666) | (62,538) |
Balance, shares at Mar. 31, 2023 | 4,390,826 | 79,412 | |||
Stock-based compensation expense | 157 | 157 | |||
Net income (loss) | 175 | 175 | |||
Balance, value at Jun. 30, 2023 | $ 405 | $ (1,985) | $ 187,865 | $ (248,491) | $ (62,206) |
Balance, shares at Jun. 30, 2023 | 4,390,826 | 79,412 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows From Operating Activities | ||
Net income (loss) | $ 526 | $ (6,186) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 714 | 1,571 |
Interest accretion expense | 66 | 85 |
Amortization of deferred financing fees | 28 | 31 |
Stock-based compensation | 349 | 613 |
ESPP expense | 46 | |
Change in fair value of note payable | 142 | (160) |
Mark to market on warrants | (68) | |
Change in fair value of contingent consideration | (311) | |
Other changes in operating assets and liabilities: | ||
Accounts receivable | (497) | (288) |
Other current assets | (101) | (3) |
Operating lease right of use assets | 349 | 549 |
Accounts payable | 610 | 794 |
Accrued salaries and bonus | (329) | 278 |
Other accrued expenses | (138) | (654) |
Operating lease liabilities | (337) | (541) |
Other long-term liabilities | 162 | 72 |
Net cash provided by (used in) operating activities | 1,544 | (4,172) |
Cash Flows From Investing Activity | ||
Working capital adjustment on sale of Interpace Pharma Solutions | (117) | |
Purchase of property and equipment | (176) | (86) |
Net cash used in investing activities | (293) | (86) |
Cash Flows From Financing Activities | ||
Issuance of common stock, net of expenses | 59 | |
Proceeds from convertible debt | 2,000 | |
(Payments) borrowings on line of credit | (1,000) | 1,000 |
Net cash (used in) provided by financing activities | (1,000) | 3,059 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 251 | (1,199) |
Cash, cash equivalents and restricted cash from continuing operations– beginning | 4,828 | 2,922 |
Cash, cash equivalents and restricted cash from discontinued operations– beginning | 392 | |
Cash, cash equivalents and restricted cash – beginning | 4,828 | 3,314 |
Cash, cash equivalents and restricted cash from continuing operations– ending | 5,079 | 1,943 |
Cash, cash equivalents and restricted cash from discontinued operations– ending | 172 | |
Cash, cash equivalents and restricted cash – ending | $ 5,079 | $ 2,115 |
OVERVIEW
OVERVIEW | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
OVERVIEW | 1. OVERVIEW Nature of Business Interpace Biosciences, Inc. (“Interpace” or the “Company”) is a company that provides molecular diagnostics, bioinformatics and pathology services for evaluation of risk of cancer by leveraging the latest technology in personalized medicine for improved patient diagnosis and management. The Company develops and commercializes genomic tests and related first line assays principally focused on early detection of patients with indeterminate biopsies and at high risk of cancer using the latest technology. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | 2. BASIS OF PRESENTATION The accompanying unaudited interim condensed consolidated financial statements and related notes (the “Interim Financial Statements”) should be read in conjunction with the consolidated financial statements of the Company and its wholly-owned subsidiaries (Interpace Diagnostics Lab Inc., Interpace Diagnostics Corporation, and Interpace Diagnostics, LLC), and related notes as included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities & Exchange Commission (“SEC”) on March 27, 2023 and as amended on April 28, 2023. The Interim Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The Interim Financial Statements include all normal recurring adjustments that, in the judgment of management, are necessary for a fair presentation of such interim financial statements. Discontinued operations include the Company’s wholly owned subsidiaries: Group DCA, LLC, InServe Support Solutions; and TVG, Inc., its commercial services business unit which was sold on December 22, 2015 and its Interpace Pharma Solutions, Inc. business (“Pharma Solutions”) which was sold on August 31, 2022. All significant intercompany balances and transactions have been eliminated in consolidation. Operating results for the six-month period ended June 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. |
LIQUIDITY
LIQUIDITY | 6 Months Ended |
Jun. 30, 2023 | |
Liquidity | |
LIQUIDITY | 3. LIQUIDITY In October 2021, the Company entered into a $ 7.5 Revolving Line of Credit 8.0 2.0 Notes Payable In January 2022, the Company’s registration statement for a rights offering filed with the Securities and Exchange Commission (SEC) became effective; however, the rights offering was subsequently terminated later in January 2022 when the Company announced that the Centers for Medicare & Medicaid Services, or CMS, issued a new billing policy whereby CMS will no longer reimburse for the use of the Company’s ThyGeNEXT ® ® ® ® ® 2,919 806.59 ® 806.59 ® ® 806.59 0.7 ® 1,266.07 Further, along with many laboratories, the Company may be affected by the Proposed Local Coverage Determination (“LCD”) DL39365, which was posted on June 9, 2022 and is currently under consideration by Novitas. If finalized, this Proposed LCD, which governs “Genetic Testing for Oncology,” could impact the existing LCD for one of our molecular tests, PancraGEN®. On June 5, 2023 the Company announced that CMS issued the final LCD of Genetic Testing for Oncology (L39365) which establishes non-coverage for the Company’s widely used PancraGEN ® ® ® ® For the six months ended June 30, 2023, the Company had operating income from continuing operations of $ 1.5 5.1 13.0 13.6 4.6 The Company may not generate positive cash flows from operations for the year ending December 31, 2023. The Company intends to meet its ongoing capital needs by using its available cash, as well as through targeted margin improvement; collection of accounts receivable; containment of costs; and the potential use of other financing options and other strategic alternatives. However, if the Company is unable to meet the financial covenants under the Comerica Loan Agreement, the revolving line of credit and notes payable will become due and payable immediately. As of August 1, 2023, the Company had $ 3.4 The Company continues to explore various strategic alternatives, dilutive and non-dilutive sources of funding, including equity and debt financings, strategic alliances, business development and other sources in order to provide additional liquidity. With the delisting of its common stock from Nasdaq in February 2021, and the possible removal of its common stock from trading on the OTCQX ® 5 ® With the proceeds received from the sale of the Pharma Solutions business, as well as the improvement in operating cash flows associated with the disposition, and the Company’s improved operating performance, as of the date of this filing, the Company anticipates that current cash and cash equivalents and forecasted cash receipts will be sufficient to meet its anticipated cash requirements through the next twelve months. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | 4. DISCONTINUED OPERATIONS Liabilities classified as discontinued operations as of both June 30, 2023 and December 31, 2022 consists of accrued expenses of which $ 766 The table below presents the significant components of its former Pharma Solutions business unit’s results included within loss from discontinued operations, net of tax in the condensed consolidated statements of operations for the three- and six months ended June 30, 2023 and 2022. SCHEDULE OF COMPONENTS OF ASSETS AND LIABILITIES AND REVENUE CLASSIFIED AS DISCONTINUED OPERATIONS 2023 2022 2023 2022 For The Three Months Ended For The Six Months Ended June 30, June 30, 2023 2022 2023 2022 Revenue, net $ - $ 1,956 $ - $ 4,410 Loss from discontinued operations (137 ) (1,820 ) (137 ) (2,878 ) Income tax expense 83 52 162 106 Loss from discontinued operations, net of tax $ (220 ) $ (1,872 ) $ (299 ) $ (2,984 ) Cash used from discontinued operations, operating activities, for the six months ended June 30, 2022 was approximately $ 2.5 20,000 0.1 0.4 0.8 no |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 5. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experience, facts and circumstances available at the time, and various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include accounting for valuation allowances related to deferred income taxes, contingent consideration, allowances for doubtful accounts, revenue recognition, unrecognized tax benefits, and asset impairments involving intangible assets. The Company periodically reviews these matters and reflects changes in estimates in earnings as appropriate. Actual results could materially differ from those estimates. Revenue Recognition Our clinical services derive its revenues from the performance of its proprietary assays or tests. The Company’s performance obligation is fulfilled upon the completion, review and release of test results to the customer. The Company subsequently bills third-party payers or direct-bill payers for the tests performed. Under Accounting Standards Codification 606, revenue is recognized based on the estimated transaction price or net realizable value, which is determined based on historical collection rates by each payer category for each proprietary test offered by the Company. To the extent the transaction price includes variable consideration, for all third party and direct-bill payers and proprietary tests, 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. For our clinical services, we regularly review the ultimate amounts received from the third-party and direct-bill payers and related estimated reimbursement rates and adjust the NRV’s and related contractual allowances accordingly. If actual collections and related NRV’s vary significantly from our estimates, we will adjust the estimates of contractual allowances, which affects net revenue in the period such variances become known. The Company recorded an NRV adjustment of $ 0.7 Liquidity, For our discontinued pharma services, project level activities, including study setup and project management, were satisfied over the life of the contract while performance-related obligations were satisfied at a point in time as the Company processes samples delivered by the customer. Revenues were recognized at a point in time when the test results or other deliverables are reported to the customer. Financing and Payment For non-Medicare claims, our payment terms vary by payer category. Payment terms for direct-payers in our clinical services are typically thirty days and in our pharma services, were up to sixty days. Commercial third-party-payers are required to respond to a claim within a time period established by their respective state regulations, generally between thirty to sixty days. However, payment for commercial third-party claims may be subject to a denial and appeal process, which could take up to two years in some instances where multiple appeals are submitted. The Company generally appeals all denials from commercial third-party payers. We bill Medicare directly for tests performed for Medicare patients and must accept Medicare’s fee schedule for the covered tests as payment in full. Costs to Obtain or Fulfill a Customer Contract Sales commissions are expensed in the period in which they have been earned. These costs are recorded in sales and marketing expense in the condensed consolidated statements of operations. Accounts Receivable The Company’s accounts receivable represent unconditional rights to consideration and are generated using its clinical services and pharma services. The Company’s clinical services are fulfilled upon completion of the test, review and release of the test results. In conjunction with fulfilling these services, the Company bills the third-party payer or direct-bill payer. Contractual adjustments represent the difference between the list prices and the reimbursement rates set by third-party payers, including Medicare, commercial payers, and amounts billed to direct-bill payers. Specific accounts may be written off after several appeals, which in some cases may take longer than twelve months. Pharma services represented, primarily, the performance of laboratory tests in support of clinical trials for pharma services customers. The Company billed these services directly to the customer. Leases The Company determines if an arrangement contains a lease in whole or in part at the inception of the contract. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent our obligation to make lease payments arising from the lease. All leases with terms greater than twelve months result in the recognition of a ROU asset and a liability at the lease commencement date based on the present value of the lease payments over the lease term. Unless a lease provides all of the information required to determine the implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments. We use the implicit interest rate in the lease when readily determinable. Our lease terms include all non-cancelable periods and may include options to extend (or to not terminate) the lease when it is reasonably certain that we will exercise that option. Leases with terms of twelve months or less at the commencement date are expensed on a straight-line basis over the lease term and do not result in the recognition of an asset or liability. See Note 7, Leases Other Current Assets Other current assets consisted of the following as of June 30, 2023 and December 31, 2022: SCHEDULE OF OTHER CURRENT ASSETS June 30, 2023 December 31, 2022 Lab supplies $ 1,177 $ 1,224 Prepaid expenses 642 390 Funds in escrow 500 500 Other 48 180 Total other current assets $ 2,367 $ 2,294 Long-Lived Assets, including Finite-Lived Intangible Assets Finite-lived intangible assets are stated at cost less accumulated amortization. Amortization of finite-lived acquired intangible assets is recognized on a straight-line basis, using the estimated useful lives of the assets of approximately two years to ten years in acquisition-related amortization expense in the condensed consolidated statements of operations. The Company reviews the recoverability of long-lived assets and finite-lived intangible assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recognized by reducing the recorded value of the asset to its fair value measured by future discounted cash flows. This analysis requires estimates of the amount and timing of projected cash flows and, where applicable, judgments associated with, among other factors, the appropriate discount rate. Such estimates are critical in determining whether any impairment charge should be recorded and the amount of such charge if an impairment loss is deemed to be necessary. Basic and Diluted Net Loss per Share A reconciliation of the number of shares of common stock, par value $ 0.01 SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE 2023 2022 2023 2022 Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Basic weighted average number of common shares 4,311 4,229 4,309 4,219 Potential dilutive effect of stock-based awards 5 - 4 - Diluted weighted average number of common shares 4,316 4,229 4,313 4,219 The Company’s Series B Redeemable Preferred Stock, on an as converted basis into common stock of 7,833,334 SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE 2023 2022 2023 2022 Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Options 475 641 475 641 Restricted stock units (RSUs) 215 351 217 351 Warrants - 63 - 63 Antidilutive securities excluded from computation of earnings per share 690 1,055 692 1,055 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 6. INTANGIBLE ASSETS The net carrying value of the identifiable intangible assets from all acquisitions as of June 30, 2023 and December 31, 2022 are as follows: SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS CARRYING VALUE As of As of Life Carrying Carrying (Years) Amount Amount Asuragen acquisition: Thyroid 9 $ 8,519 $ 8,519 RedPath acquisition: Pancreas test 7 16,141 16,141 Barrett’s test 9 6,682 6,682 CLIA Lab 2.3 609 609 Total $ 31,951 $ 31,951 Accumulated Amortization (31,725 ) (31,090 ) Net Carrying Value $ 226 $ 861 Amortization expense was approximately $ 0.3 0.6 0.2 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 7. FAIR VALUE MEASUREMENTS Cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their relative short-term nature. The Company’s financial liabilities reflected at fair value in the condensed consolidated financial statements include contingent consideration, warrant liability and note payable. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated, or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based upon observable inputs used in the valuation techniques, the Company is required to provide information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values into three broad levels as follows: Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities. Level 3: Valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The valuation methodologies used for the Company’s financial instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth in the tables below: SCHEDULE OF FINANCIAL INSTRUMENT MEASURED ON RECURRING BASIS Fair Value Measurements As of June 30, 2023 As of June 30, 2023 Amount Fair Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen (1) $ 774 $ 774 $ - $ - $ 774 Note payable: BroadOak loan 10,000 11,307 - - 11,307 $ 10,774 $ 12,081 $ - $ - $ 12,081 (1) See Note 10, Other Accrued Expenses Fair Value Measurements As of December 31, 2022 As of December 31, 2022 Amount Fair Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen (1) $ 1,088 $ 1,088 $ - $ - $ 1,088 Note payable: BroadOak loan 10,000 11,165 - - 11,165 $ 11,088 $ 12,253 $ - $ - $ 12,253 (1) See Note 10, Other Accrued Expenses In connection with the acquisition of certain assets from Asuragen, Inc., the Company recorded contingent consideration related to contingent payments and other revenue-based payments. The Company determined the fair value of the contingent consideration based on a probability-weighted income approach derived from revenue estimates. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. In connection with the BroadOak loan, the Company records the loan at fair value. The fair value of the loan is determined by a probability-weighted approach regarding the loan’s change in control feature. See Note 14, Notes Payable A roll forward of the carrying value of the Contingent Consideration Liability and BroadOak Loan to June 30, 2023 is as follows: SCHEDULE OF FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION Transferred Accretion/ Adjustment to Fair Value/ December to Accrued Interest Mark to June 30, 31, 2022 Issued Expenses Accrued Market 2023 Asuragen $ 1,088 $ - $ (380 ) $ 66 $ - $ 774 BroadOak loans 11,165 - - - 142 11,307 $ 12,253 $ - $ (380 ) $ 66 $ 142 $ 12,081 Certain of the Company’s non-financial assets, such as intangible assets are measured at fair value on a nonrecurring basis when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
LEASES | 8. LEASES The table below presents the lease-related assets and liabilities recorded in the Condensed Consolidated Balance Sheet: SCHEDULE OF LEASE RELATED ASSETS AND LIABILITIES Classification on the Balance Sheet June 30, 2023 December 31, 2022 Assets Operating lease assets Operating lease right of use assets 2,090 2,439 Total lease assets $ 2,090 $ 2,439 Liabilities Current Operating lease liabilities Other accrued expenses 443 578 Total current lease liabilities $ 443 $ 578 Noncurrent Operating lease liabilities Operating lease liabilities, net of current portion 1,646 1,848 Total long-term lease liabilities 1,646 1,848 Total lease liabilities $ 2,089 $ 2,426 The weighted average remaining lease term for the Company’s operating leases was 4.7 11.8 The table below reconciles the cash flows to the lease liabilities recorded on the Company’s Condensed Consolidated Balance Sheet as of June 30, 2023: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES Operating Leases 2023 - remaining six months $ 357 2024 575 2025 450 2026 550 2027-2028 825 Total minimum lease payments 2,757 Less: amount of lease payments representing effects of discounting 668 Present value of future minimum lease payments 2,089 Less: current obligations under leases 443 Long-term lease obligations $ 1,646 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES Litigation From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. When the Company is aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, the Company will record a liability for the loss. In addition to the estimated loss, the recorded liability includes probable and estimable legal costs associated with the claim or potential claim. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. There is no pending litigation involving the Company at this time. Due to the nature of the businesses in which the Company is engaged, it is subject to certain risks. Such risks include, among others, risk of liability for personal injury or death to persons using products or services that the Company promotes or commercializes. There can be no assurance that substantial claims or liabilities will not arise in the future due to the nature of the Company’s business activities. There is also the risk of employment related litigation and other litigation in the ordinary course of business. The Company could also be held liable for errors and omissions of its employees in connection with the services it performs that are outside the scope of any indemnity or insurance policy. The Company could be materially adversely affected if it were required to pay damages or incur defense costs in connection with a claim that is outside the scope of an indemnification agreement; if the indemnity, although applicable, is not performed in accordance with its terms; or if the Company’s liability exceeds the amount of applicable insurance or indemnity. |
OTHER ACCRUED EXPENSES
OTHER ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
OTHER ACCRUED EXPENSES | 10. OTHER ACCRUED EXPENSES Other accrued expenses consisted of the following as of June 30, 2023 and December 31, 2022: SCHEDULE OF OTHER ACCRUED EXPENSES June 30, 2023 December 31, 2022 Accrued royalties $ 5,680 $ 4,909 Contingent consideration 543 569 Operating lease liability 443 578 Accrued sales and marketing - diagnostics - 40 Accrued lab costs - diagnostics 182 167 Accrued professional fees 505 641 Taxes payable 222 262 Unclaimed property 328 565 All others 488 688 Total other accrued expenses $ 8,391 $ 8,419 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 11. STOCK-BASED COMPENSATION Historically, stock options have been granted with an exercise price equal to the market value of the common stock on the date of grant, with expiration 10 years from the date they are granted, and generally vest over a one to three-year period for employees and members of the Board. Upon exercise, new shares will be issued by the Company. The restricted shares and restricted stock units (“RSUs”) granted to Board members and employees generally have a three-year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. There were no stock option awards issued during the six months ended June 30, 2023. The following table provides the weighted average assumptions used in determining the fair value of the stock option awards granted during the six-month period ended June 30, 2022. SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS June 30, 2022 Risk-free interest rate 1.75 % Expected life 6.0 Expected volatility 129.93 % Dividend yield - The Company recognized approximately $ 0.2 0.3 0.3 0.6 SCHEDULE OF SHARE-BASED COMPENSATION ARRANGEMENTS BY SHARE-BASED PAYMENT AWARD 2023 2022 2023 2022 Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Cost of revenue $ 12 $ 20 $ 26 $ 47 Sales and marketing 30 42 60 86 General and administrative * 115 243 263 475 Total stock compensation expense $ 157 $ 305 $ 349 $ 608 * Includes ESPP expense in 2022 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 12. INCOME TAXES Generally, accounting standards require companies to provide for income taxes each quarter based on their estimate of the effective tax rate for the full year. The authoritative guidance for accounting for income taxes allows use of the discrete method when it provides a better estimate of income tax expense. Due to the Company’s valuation allowance position, it is the Company’s position that the discrete method provides a more accurate estimate of income tax expense and therefore income tax expense for the current quarter has been presented using the discrete method. As the year progresses, the Company refines its estimate based on the facts and circumstances by each tax jurisdiction. The following table summarizes income tax expense on loss from continuing operations and the effective tax rate for the three- and six-month periods ended June 30, 2023 and 2022: SCHEDULE OF EFFECTIVE INCOME TAX RATE 2023 2022 2023 2022 Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Provision for income tax $ 4 $ 16 $ 8 $ 34 Effective income tax rate 1.0 % (0.8 )% 1.0 % (1.1 )% Income tax expense for both periods was primarily due to state franchise taxes. Other long-term liabilities consisted of uncertain tax positions as of June 30, 2023 and December 31, 2022. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 13. SEGMENT INFORMATION We operate under one segment which is the business of developing and selling clinical services. |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | 14. NOTES PAYABLE BroadOak Loan On October 29, 2021, the Company and its subsidiaries entered into the BroadOak Loan Agreement, providing for a term loan in the aggregate principal amount of $ 8,000,000 October 31, 2024 9 7,500,000 Revolving Line of Credit The Term Loan had an origination fee of 3 The BroadOak Loan Agreement contains affirmative and negative restrictive covenants that are applicable from and after the date of the Term Loan advance. These restrictive covenants, which include restrictions on certain mergers, acquisitions, investments, encumbrances, etc., could adversely affect our ability to conduct our business. The BroadOak Loan Agreement also contains customary events of default. In connection with the BroadOak Loan Agreement, the Company and its subsidiaries entered into that certain First Amendment to Loan and Security Agreement and Consent with Comerica, dated as of November 1, 2021 (the “Comerica Amendment”), pursuant to which Comerica consented to the Company’s and its subsidiaries’ entry into the BroadOak Loan Agreement, and amended that certain Loan and Security Agreement among Comerica, the Company and its subsidiaries (the “Comerica Loan Agreement”) to, among other things, permit the indebtedness, liens and encumbrances contemplated by the BroadOak Loan Agreement. As a condition for BroadOak to extend the Term Loan to the Company and its subsidiaries, the Company’s existing creditor, Comerica, and BroadOak entered into that certain Subordination and Intercreditor Agreement, dated as of November 1, 2021, pursuant to which BroadOak agreed to subordinate all of the indebtedness and obligations of the Company and its subsidiaries owing to BroadOak to all of the indebtedness and obligations of the Company and its subsidiaries owing to Comerica (the “Intercreditor Agreement”). BroadOak further agreed to subordinate all of its respective security interests in assets or property of the Company and its subsidiaries to Comerica’s security interests in such assets or property. The Intercreditor Agreement provides that it is solely for the benefit of BroadOak and Comerica and is not for the benefit of the Company or any of its subsidiaries. The Company concluded that the Note met the definition of a “recognized financial liability” which is an acceptable financial instrument eligible for the fair value option under ASC 825-10-15-4, and did not meet the definition of any of the financial instruments listed within ASC 825-10-15-5 that are not eligible for the fair value option. The Note is not convertible and does not have any component recorded to shareholders’ equity. Accordingly, the Company elected the fair value option for the Note. BroadOak Convertible Note On May 5, 2022, the Company issued a Convertible Note to BroadOak, pursuant to which BroadOak funded an aggregate principal amount of $ 2 The Convertible Note was to be converted into shares of common stock of the Company in connection with, and upon the consummation of, a private placement transaction pursuant to which the Company would issue common stock to certain investors, and such conversion would be subject to the same terms and conditions (including purchase price per share) applicable to the purchase of common stock of the Company by such investors. Since the private placement transaction was not consummated by August 5, 2022 (the “Maturity Date”), the Convertible Note was converted into an additional term loan advance under the Company’s existing BroadOak Loan Agreement on the Maturity Date. The Convertible Debt bore interest at a fixed rate of 9.0 The Company entered into a consent letter (the “Comerica Consent”) with Comerica, pursuant to which Comerica consented to the issuance of the Convertible Note, the incurrence of the Convertible Debt and the conversion of the Convertible Debt into common stock of the Company or an additional term loan advance under the BroadOak Loan Agreement. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 6 Months Ended |
Jun. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | 15. SUPPLEMENTAL CASH FLOW INFORMATION Supplemental Disclosures of Non Cash Activities (in thousands) SUPPLEMENTAL CASH FLOW INFORMATION June 30, 2023 2022 Taxes accrued for repurchase of restricted shares $ 9 $ 66 Purchase of property and equipment included in accounts payable 29 34 |
MEZZANINE EQUITY
MEZZANINE EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
MEZZANINE EQUITY | 16. MEZZANINE EQUITY Redeemable Preferred Stock On January 10, 2020, the Company entered into a Securities Purchase and Exchange Agreement (the “Securities Purchase and Exchange Agreement”) with 1315 Capital and Ampersand (collectively, the “Investors”) pursuant to which the Company agreed to sell to the Investors an aggregate of $ 20.0 1,000 19,000 19.0 1,000 1.0 In addition, the Company agreed to exchange $ 27.0 0.01 270 100,000 27,000 no 6.00 Voting On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series B Preferred Stock will be entitled to cast the number of votes equal to the number of whole shares of the Company’s common stock into which the shares of Series B Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the “Certificate of Designation”), holders of Series B Preferred Stock will vote together with the holders of common stock as a single class and on an as-converted to common stock basis. Director Designation Rights The Certificate of Designation also provides each Investor with the following director designation rights: for so long such Investor holds at least sixty percent (60%) of the Series B Preferred Stock issued to it on the Issuance Date (as defined therein), such Investor will be entitled to elect two directors to the Company’s Board of Directors (the “Board”), provided that one of the directors qualifies as an “independent director” under Rule 5605(a)(2) of the listing rules of the Nasdaq Stock Market (or any successor rule or similar rule promulgated by another exchange on which the Company’s securities are then listed or designated) (“Independent Director”). However, if at any time such Investor holds less than sixty percent (60%), but at least forty percent (40%), of the Series B Preferred Stock issued to them on the Issuance Date, such Investor would only be entitled to elect one director to the Board. Any director elected pursuant to the terms of the Certificate of Designation may be removed without cause by, and only by, the affirmative vote of the holders of Series B Preferred Stock. A vacancy in any directorship filled by the holders of Series B Preferred Stock may be filled only by vote or written consent in lieu of a meeting of such holders of Series B Preferred Stock or by any remaining director or directors elected by such holders of Series B Preferred Stock. Conversion The Certificate of Designation provides that from and after the Issuance Date and subject to the terms of the Certificate of Designation, each share of Series B Preferred Stock is convertible, at any time and from time to time, at the option of the holder into a number of shares of common stock equal to dividing the amount equal to the greater of the Stated Value of such Series B Preferred Stock, plus any dividends declared but unpaid thereon, or such amount per share as would have been payable had each such share been converted into common stock immediately prior to a liquidation, by six dollars ($ 6.00 7,833,334 Mandatory Conversion If the Company consummates the sale of shares of common stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act pursuant to which the price of the common stock in such offering is at least equal to twelve dollars ($ 12.00 25,000,000.00 Liquidation Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company or Deemed Liquidation (as defined in the Certificate of Designation) (a “Liquidation”), the holders of shares of Series B Preferred Stock then outstanding will be entitled to be paid out of the assets of the Company available for distribution to its stockholders (on a pari passu basis with the holders of any class or series of preferred stock ranking on liquidation on a parity with the Series B Preferred Stock), and before any payment will be made to the holders of common stock or any other class or series of preferred stock ranking on liquidation junior to the Series B Preferred Stock by reason of their ownership thereof, an amount per share of Series B Preferred Stock equal to the greater of (i) the Stated Value of such share of Series B Preferred Stock, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had each such share been converted into common stock immediately prior to such Liquidation. As of June 30, 2023 and December 31, 2022, there were 47,000 |
REVOLVING LINE OF CREDIT
REVOLVING LINE OF CREDIT | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
REVOLVING LINE OF CREDIT | 17. REVOLVING LINE OF CREDIT On October 13, 2021, the Company and its subsidiaries entered into the Comerica Loan Agreement with Comerica, providing for a revolving credit facility of up to $ 7,500,000 The amount that may be borrowed under the Credit Facility is the lower of (i) the revolving limit of $ 7,500,000 80 2,000,000 250,000 5,000,000 80 300,000 0.50 2.5 0.25 The Credit Facility matures on September 30, 2023, and is secured by a first priority lien on substantially all of the assets of the Company and its subsidiaries. As of June 30, 2023, the balance of the revolving line was $ 1.5 0.5 The Comerica Loan Agreement contains affirmative and negative restrictive covenants that are applicable whether or not any amounts are outstanding under the Comerica Loan Agreement. These restrictive covenants, which include restrictions on certain mergers, acquisitions, investments, encumbrances, etc., could adversely affect our ability to conduct our business. The Comerica Loan Agreement also contains financial covenants requiring specified minimum liquidity and minimum revenue thresholds, which the Company was in compliance with as of June 30, 2023, and also contains customary events of default. |
RECENT ACCOUNTING STANDARDS
RECENT ACCOUNTING STANDARDS | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING STANDARDS | 18. RECENT ACCOUNTING STANDARDS Accounting Pronouncements Adopted The FASB issued new guidance under ASC Topic 326, Financial Instruments Credit Losses. The guidance changes the allowance on accounts receivable from an incurred method to an expected method. The Company adopted ASC Topic 326 on January 1, 2023 and it had no material effect on the condensed consolidated financial statements. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 19. SUBSEQUENT EVENTS Company Announces Reversal of Previous CMS Decision On June 5, 2023 the Company had announced that CMS issued the final LCD of Genetic Testing for Oncology (L39365) which established non-coverage for the Company’s widely used PancraGEN ® ® ® Appointment of New Chief Financial Officer On July 24, 2023, the Board appointed Christopher McCarthy, age 32, as Chief Financial Officer of the Company. Mr. McCarthy has served as the Company’s Principal Financial Officer since April 2023. In connection with his appointment as Chief Financial Officer, the Company entered into an employment agreement with Mr. McCarthy on July 31, 2023, effective as of July 24, 2023 (the “Employment Agreement”). Pursuant to the Employment Agreement, the Company agreed to pay to Mr. McCarthy a base salary of $ 220,000 40% 25,000 12,500 12,500 25,000 The Employment Agreement provides for “at will” employment that may be terminated by Mr. McCarthy or by the Company at any time, and for any reason or for no reason. In the event of termination, Mr. McCarthy will be entitled to retain any equity awards that have vested through the date of termination, subject to the terms and conditions of the applicable equity incentive plan and the applicable award agreement. In the event that Mr. McCarthy’s employment is terminated by the Company without Cause or by Mr. McCarthy for Good Reason (in each case, as defined in the Employment Agreement), then subject to, among other things, Mr. McCarthy’s execution and non-revocation of a release agreement in favor of the Company, Mr. McCarthy would be entitled to salary continuation payments for a period of six months. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Accounting Estimates | Accounting Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experience, facts and circumstances available at the time, and various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include accounting for valuation allowances related to deferred income taxes, contingent consideration, allowances for doubtful accounts, revenue recognition, unrecognized tax benefits, and asset impairments involving intangible assets. The Company periodically reviews these matters and reflects changes in estimates in earnings as appropriate. Actual results could materially differ from those estimates. |
Revenue Recognition | Revenue Recognition Our clinical services derive its revenues from the performance of its proprietary assays or tests. The Company’s performance obligation is fulfilled upon the completion, review and release of test results to the customer. The Company subsequently bills third-party payers or direct-bill payers for the tests performed. Under Accounting Standards Codification 606, revenue is recognized based on the estimated transaction price or net realizable value, which is determined based on historical collection rates by each payer category for each proprietary test offered by the Company. To the extent the transaction price includes variable consideration, for all third party and direct-bill payers and proprietary tests, 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. For our clinical services, we regularly review the ultimate amounts received from the third-party and direct-bill payers and related estimated reimbursement rates and adjust the NRV’s and related contractual allowances accordingly. If actual collections and related NRV’s vary significantly from our estimates, we will adjust the estimates of contractual allowances, which affects net revenue in the period such variances become known. The Company recorded an NRV adjustment of $ 0.7 Liquidity, For our discontinued pharma services, project level activities, including study setup and project management, were satisfied over the life of the contract while performance-related obligations were satisfied at a point in time as the Company processes samples delivered by the customer. Revenues were recognized at a point in time when the test results or other deliverables are reported to the customer. |
Financing and Payment | Financing and Payment For non-Medicare claims, our payment terms vary by payer category. Payment terms for direct-payers in our clinical services are typically thirty days and in our pharma services, were up to sixty days. Commercial third-party-payers are required to respond to a claim within a time period established by their respective state regulations, generally between thirty to sixty days. However, payment for commercial third-party claims may be subject to a denial and appeal process, which could take up to two years in some instances where multiple appeals are submitted. The Company generally appeals all denials from commercial third-party payers. We bill Medicare directly for tests performed for Medicare patients and must accept Medicare’s fee schedule for the covered tests as payment in full. |
Costs to Obtain or Fulfill a Customer Contract | Costs to Obtain or Fulfill a Customer Contract Sales commissions are expensed in the period in which they have been earned. These costs are recorded in sales and marketing expense in the condensed consolidated statements of operations. |
Accounts Receivable | Accounts Receivable The Company’s accounts receivable represent unconditional rights to consideration and are generated using its clinical services and pharma services. The Company’s clinical services are fulfilled upon completion of the test, review and release of the test results. In conjunction with fulfilling these services, the Company bills the third-party payer or direct-bill payer. Contractual adjustments represent the difference between the list prices and the reimbursement rates set by third-party payers, including Medicare, commercial payers, and amounts billed to direct-bill payers. Specific accounts may be written off after several appeals, which in some cases may take longer than twelve months. Pharma services represented, primarily, the performance of laboratory tests in support of clinical trials for pharma services customers. The Company billed these services directly to the customer. |
Leases | Leases The Company determines if an arrangement contains a lease in whole or in part at the inception of the contract. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent our obligation to make lease payments arising from the lease. All leases with terms greater than twelve months result in the recognition of a ROU asset and a liability at the lease commencement date based on the present value of the lease payments over the lease term. Unless a lease provides all of the information required to determine the implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments. We use the implicit interest rate in the lease when readily determinable. Our lease terms include all non-cancelable periods and may include options to extend (or to not terminate) the lease when it is reasonably certain that we will exercise that option. Leases with terms of twelve months or less at the commencement date are expensed on a straight-line basis over the lease term and do not result in the recognition of an asset or liability. See Note 7, Leases |
Other Current Assets | Other Current Assets Other current assets consisted of the following as of June 30, 2023 and December 31, 2022: SCHEDULE OF OTHER CURRENT ASSETS June 30, 2023 December 31, 2022 Lab supplies $ 1,177 $ 1,224 Prepaid expenses 642 390 Funds in escrow 500 500 Other 48 180 Total other current assets $ 2,367 $ 2,294 |
Long-Lived Assets, including Finite-Lived Intangible Assets | Long-Lived Assets, including Finite-Lived Intangible Assets Finite-lived intangible assets are stated at cost less accumulated amortization. Amortization of finite-lived acquired intangible assets is recognized on a straight-line basis, using the estimated useful lives of the assets of approximately two years to ten years in acquisition-related amortization expense in the condensed consolidated statements of operations. The Company reviews the recoverability of long-lived assets and finite-lived intangible assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recognized by reducing the recorded value of the asset to its fair value measured by future discounted cash flows. This analysis requires estimates of the amount and timing of projected cash flows and, where applicable, judgments associated with, among other factors, the appropriate discount rate. Such estimates are critical in determining whether any impairment charge should be recorded and the amount of such charge if an impairment loss is deemed to be necessary. |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share A reconciliation of the number of shares of common stock, par value $ 0.01 SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE 2023 2022 2023 2022 Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Basic weighted average number of common shares 4,311 4,229 4,309 4,219 Potential dilutive effect of stock-based awards 5 - 4 - Diluted weighted average number of common shares 4,316 4,229 4,313 4,219 The Company’s Series B Redeemable Preferred Stock, on an as converted basis into common stock of 7,833,334 SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE 2023 2022 2023 2022 Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Options 475 641 475 641 Restricted stock units (RSUs) 215 351 217 351 Warrants - 63 - 63 Antidilutive securities excluded from computation of earnings per share 690 1,055 692 1,055 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SCHEDULE OF COMPONENTS OF ASSETS AND LIABILITIES AND REVENUE CLASSIFIED AS DISCONTINUED OPERATIONS | The table below presents the significant components of its former Pharma Solutions business unit’s results included within loss from discontinued operations, net of tax in the condensed consolidated statements of operations for the three- and six months ended June 30, 2023 and 2022. SCHEDULE OF COMPONENTS OF ASSETS AND LIABILITIES AND REVENUE CLASSIFIED AS DISCONTINUED OPERATIONS 2023 2022 2023 2022 For The Three Months Ended For The Six Months Ended June 30, June 30, 2023 2022 2023 2022 Revenue, net $ - $ 1,956 $ - $ 4,410 Loss from discontinued operations (137 ) (1,820 ) (137 ) (2,878 ) Income tax expense 83 52 162 106 Loss from discontinued operations, net of tax $ (220 ) $ (1,872 ) $ (299 ) $ (2,984 ) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF OTHER CURRENT ASSETS | Other current assets consisted of the following as of June 30, 2023 and December 31, 2022: SCHEDULE OF OTHER CURRENT ASSETS June 30, 2023 December 31, 2022 Lab supplies $ 1,177 $ 1,224 Prepaid expenses 642 390 Funds in escrow 500 500 Other 48 180 Total other current assets $ 2,367 $ 2,294 |
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE | SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE 2023 2022 2023 2022 Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Basic weighted average number of common shares 4,311 4,229 4,309 4,219 Potential dilutive effect of stock-based awards 5 - 4 - Diluted weighted average number of common shares 4,316 4,229 4,313 4,219 |
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE 2023 2022 2023 2022 Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Options 475 641 475 641 Restricted stock units (RSUs) 215 351 217 351 Warrants - 63 - 63 Antidilutive securities excluded from computation of earnings per share 690 1,055 692 1,055 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS CARRYING VALUE | The net carrying value of the identifiable intangible assets from all acquisitions as of June 30, 2023 and December 31, 2022 are as follows: SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS CARRYING VALUE As of As of Life Carrying Carrying (Years) Amount Amount Asuragen acquisition: Thyroid 9 $ 8,519 $ 8,519 RedPath acquisition: Pancreas test 7 16,141 16,141 Barrett’s test 9 6,682 6,682 CLIA Lab 2.3 609 609 Total $ 31,951 $ 31,951 Accumulated Amortization (31,725 ) (31,090 ) Net Carrying Value $ 226 $ 861 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FINANCIAL INSTRUMENT MEASURED ON RECURRING BASIS | SCHEDULE OF FINANCIAL INSTRUMENT MEASURED ON RECURRING BASIS Fair Value Measurements As of June 30, 2023 As of June 30, 2023 Amount Fair Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen (1) $ 774 $ 774 $ - $ - $ 774 Note payable: BroadOak loan 10,000 11,307 - - 11,307 $ 10,774 $ 12,081 $ - $ - $ 12,081 (1) See Note 10, Other Accrued Expenses Fair Value Measurements As of December 31, 2022 As of December 31, 2022 Amount Fair Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen (1) $ 1,088 $ 1,088 $ - $ - $ 1,088 Note payable: BroadOak loan 10,000 11,165 - - 11,165 $ 11,088 $ 12,253 $ - $ - $ 12,253 (1) See Note 10, Other Accrued Expenses |
SCHEDULE OF FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION | A roll forward of the carrying value of the Contingent Consideration Liability and BroadOak Loan to June 30, 2023 is as follows: SCHEDULE OF FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION Transferred Accretion/ Adjustment to Fair Value/ December to Accrued Interest Mark to June 30, 31, 2022 Issued Expenses Accrued Market 2023 Asuragen $ 1,088 $ - $ (380 ) $ 66 $ - $ 774 BroadOak loans 11,165 - - - 142 11,307 $ 12,253 $ - $ (380 ) $ 66 $ 142 $ 12,081 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
SCHEDULE OF LEASE RELATED ASSETS AND LIABILITIES | The table below presents the lease-related assets and liabilities recorded in the Condensed Consolidated Balance Sheet: SCHEDULE OF LEASE RELATED ASSETS AND LIABILITIES Classification on the Balance Sheet June 30, 2023 December 31, 2022 Assets Operating lease assets Operating lease right of use assets 2,090 2,439 Total lease assets $ 2,090 $ 2,439 Liabilities Current Operating lease liabilities Other accrued expenses 443 578 Total current lease liabilities $ 443 $ 578 Noncurrent Operating lease liabilities Operating lease liabilities, net of current portion 1,646 1,848 Total long-term lease liabilities 1,646 1,848 Total lease liabilities $ 2,089 $ 2,426 |
SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES | The table below reconciles the cash flows to the lease liabilities recorded on the Company’s Condensed Consolidated Balance Sheet as of June 30, 2023: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES Operating Leases 2023 - remaining six months $ 357 2024 575 2025 450 2026 550 2027-2028 825 Total minimum lease payments 2,757 Less: amount of lease payments representing effects of discounting 668 Present value of future minimum lease payments 2,089 Less: current obligations under leases 443 Long-term lease obligations $ 1,646 |
OTHER ACCRUED EXPENSES (Tables)
OTHER ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF OTHER ACCRUED EXPENSES | Other accrued expenses consisted of the following as of June 30, 2023 and December 31, 2022: SCHEDULE OF OTHER ACCRUED EXPENSES June 30, 2023 December 31, 2022 Accrued royalties $ 5,680 $ 4,909 Contingent consideration 543 569 Operating lease liability 443 578 Accrued sales and marketing - diagnostics - 40 Accrued lab costs - diagnostics 182 167 Accrued professional fees 505 641 Taxes payable 222 262 Unclaimed property 328 565 All others 488 688 Total other accrued expenses $ 8,391 $ 8,419 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS | There were no stock option awards issued during the six months ended June 30, 2023. The following table provides the weighted average assumptions used in determining the fair value of the stock option awards granted during the six-month period ended June 30, 2022. SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS June 30, 2022 Risk-free interest rate 1.75 % Expected life 6.0 Expected volatility 129.93 % Dividend yield - |
SCHEDULE OF SHARE-BASED COMPENSATION ARRANGEMENTS BY SHARE-BASED PAYMENT AWARD | SCHEDULE OF SHARE-BASED COMPENSATION ARRANGEMENTS BY SHARE-BASED PAYMENT AWARD 2023 2022 2023 2022 Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Cost of revenue $ 12 $ 20 $ 26 $ 47 Sales and marketing 30 42 60 86 General and administrative * 115 243 263 475 Total stock compensation expense $ 157 $ 305 $ 349 $ 608 * Includes ESPP expense in 2022 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF EFFECTIVE INCOME TAX RATE | SCHEDULE OF EFFECTIVE INCOME TAX RATE 2023 2022 2023 2022 Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Provision for income tax $ 4 $ 16 $ 8 $ 34 Effective income tax rate 1.0 % (0.8 )% 1.0 % (1.1 )% |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | Supplemental Disclosures of Non Cash Activities (in thousands) SUPPLEMENTAL CASH FLOW INFORMATION June 30, 2023 2022 Taxes accrued for repurchase of restricted shares $ 9 $ 66 Purchase of property and equipment included in accounts payable 29 34 |
LIQUIDITY (Details Narrative)
LIQUIDITY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||||||
Jul. 20, 2022 | Jun. 09, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Aug. 04, 2023 | Aug. 01, 2023 | Jul. 03, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | May 05, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Oct. 29, 2021 | |
Term loan | $ 2,000,000 | ||||||||||||||
Cost of product | $ 4,191,000 | $ 3,565,000 | $ 8,039,000 | $ 6,830,000 | |||||||||||
NRV adjustment amount | 700,000 | ||||||||||||||
Gapfill price | $ 1,266.07 | ||||||||||||||
Operating income from continuing operation | 1,500,000 | ||||||||||||||
Cash and cash equivalents | 5,079,000 | 2,115,000 | 5,079,000 | $ 2,115,000 | $ 4,828,000 | $ 3,314,000 | |||||||||
Assets current | 12,975,000 | 12,975,000 | 12,154,000 | ||||||||||||
Assets current | $ 13,565,000 | $ 13,565,000 | $ 14,283,000 | ||||||||||||
Cash in hand | $ 4,600,000 | ||||||||||||||
Forecast [Member] | |||||||||||||||
Minimum market capitalization | $ 5,000,000 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Revolving line of credit | $ 3,400,000 | ||||||||||||||
ThyGeNEXT [Member] | |||||||||||||||
Cost of product | $ 806.59 | $ 806.59 | |||||||||||||
ThyGeNEXT [Member] | Maximum [Member] | |||||||||||||||
Cost of product | $ 2,919 | ||||||||||||||
ThyGeNEXT [Member] | Minimum [Member] | |||||||||||||||
Cost of product | $ 806.59 | ||||||||||||||
Term Loan [Member] | Broad Oak [Member] | |||||||||||||||
Term loan | $ 8,000,000 | $ 8,000,000 | |||||||||||||
Term Loan [Member] | Broad Oak [Member] | Convertible Debt [Member] | |||||||||||||||
Term loan | $ 2,000,000 | ||||||||||||||
Comerica Bank [Member] | |||||||||||||||
Revolving line of credit | $ 7,500,000 |
SCHEDULE OF COMPONENTS OF ASSET
SCHEDULE OF COMPONENTS OF ASSETS AND LIABILITIES AND REVENUE CLASSIFIED AS DISCONTINUED OPERATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Revenue, net | $ 1,956 | $ 4,410 | ||
Loss from discontinued operations | (137) | (1,820) | (137) | (2,878) |
Income tax expense | 83 | 52 | 162 | 106 |
Loss from discontinued operations, net of tax | $ (220) | $ (1,872) | $ (299) | $ (2,984) |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |||||
Liabilities related to business unit | $ 766,000 | $ 766,000 | $ 766,000 | ||
Cash used in operating activities discontinued operations | 20,000 | $ 2,500,000 | |||
Cash used in investing activities discontinued operations | 100,000 | ||||
Depreciation and amortization in discontinued operations | $ 0 | $ 400,000 | $ 0 | $ 800,000 |
SCHEDULE OF OTHER CURRENT ASSET
SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Lab supplies | $ 1,177 | $ 1,224 |
Prepaid expenses | 642 | 390 |
Funds in escrow | 500 | 500 |
Other | 48 | 180 |
Total other current assets | $ 2,367 | $ 2,294 |
SCHEDULE OF BASIC AND DILUTED N
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Basic weighted average number of common shares | 4,311 | 4,229 | 4,309 | 4,219 |
Potential dilutive effect of stock-based awards | 5 | 4 | ||
Diluted weighted average number of common shares | 4,316 | 4,229 | 4,313 | 4,219 |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 690 | 1,055 | 692 | 1,055 |
Share-Based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 475 | 641 | 475 | 641 |
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 215 | 351 | 217 | 351 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 63 | 63 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
NRV adjustment amount | $ 0.7 | |||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Series B Preferred Stock [Member] | ||||
Number of preferred stocks on converted basis | 7,833,334 | 7,833,334 |
SCHEDULE OF IDENTIFIABLE INTANG
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS CARRYING VALUE (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 31,951 | $ 31,951 |
Accumulated Amortization | (31,725) | (31,090) |
Net Carrying Value | 226 | 861 |
CLIA Lab [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 609 | 609 |
Finite lived intangible asset, useful life | 2 years 3 months 18 days | |
Asuragen Acquisition [Member] | Thyroid [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 8,519 | 8,519 |
Finite lived intangible asset, useful life | 9 years | |
Red Path Acquisition [Member] | Pancreas Test [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 16,141 | 16,141 |
Finite lived intangible asset, useful life | 7 years | |
Red Path Acquisition [Member] | Barretts Test [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 6,682 | $ 6,682 |
Finite lived intangible asset, useful life | 9 years |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 0.3 | $ 0.3 | $ 0.6 | $ 0.6 |
Remaining amortization expense | $ 0.2 | $ 0.2 |
SCHEDULE OF FINANCIAL INSTRUMEN
SCHEDULE OF FINANCIAL INSTRUMENT MEASURED ON RECURRING BASIS (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Notes payable | $ 11,307 | $ 11,165 | ||
Fair value of liabilities | 10,774 | 11,088 | ||
Fair Value Measured at Net Asset Value Per Share [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of liabilities | 12,081 | 12,253 | ||
Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of liabilities | ||||
Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of liabilities | ||||
Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of liabilities | 12,081 | 12,253 | ||
Asuragen [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 774 | [1] | 1,088 | [2] |
Asuragen [Member] | Fair Value Measured at Net Asset Value Per Share [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 774 | [1] | 1,088 | [2] |
Asuragen [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | [1] | [2] | ||
Asuragen [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | [1] | [2] | ||
Asuragen [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 774 | [1] | 1,088 | [2] |
BroadOak Loan [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Notes payable | 10,000 | 10,000 | ||
BroadOak Loan [Member] | Fair Value Measured at Net Asset Value Per Share [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Notes payable | 11,307 | 11,165 | ||
BroadOak Loan [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Notes payable | ||||
BroadOak Loan [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Notes payable | ||||
BroadOak Loan [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Notes payable | $ 11,307 | $ 11,165 | ||
[1]See Note 10, Other Accrued Expenses Other Accrued Expenses |
SCHEDULE OF FAIR VALUE, ASSETS
SCHEDULE OF FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Beginning balance | $ 12,253 |
Issued | |
Transferred to accrued expenses | (380) |
Accretion/interest accrued | 66 |
Adjustment to fair value/mark to market | 142 |
Ending balance | 12,081 |
BroadOak Loan [Member] | |
Beginning balance | 11,165 |
Issued | |
Transferred to accrued expenses | |
Accretion/interest accrued | |
Adjustment to fair value/mark to market | 142 |
Ending balance | 11,307 |
Asuragen [Member] | |
Beginning balance | 1,088 |
Issued | |
Transferred to accrued expenses | (380) |
Accretion/interest accrued | 66 |
Adjustment to fair value/mark to market | |
Ending balance | $ 774 |
SCHEDULE OF LEASE RELATED ASSET
SCHEDULE OF LEASE RELATED ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease assets | $ 2,090 | $ 2,439 |
Total lease assets | 2,090 | 2,439 |
Operating lease, liability, current | 443 | 578 |
Total current lease liabilities | 443 | 578 |
Operating lease, liability, noncurrent | 1,646 | 1,848 |
Total long-term lease liabilities | 1,646 | 1,848 |
Total lease liabilities | $ 2,089 | $ 2,426 |
SCHEDULE OF MATURITIES OF OPERA
SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2023 - remaining six months | $ 357 | |
2024 | 575 | |
2025 | 450 | |
2026 | 550 | |
2027-2028 | 825 | |
Total minimum lease payments | 2,757 | |
Less: amount of lease payments representing effects of discounting | 668 | |
Total lease liabilities | 2,089 | $ 2,426 |
Less: current obligations under leases | 443 | 578 |
Total long-term lease liabilities | $ 1,646 | $ 1,848 |
LEASES (Details Narrative)
LEASES (Details Narrative) | Jun. 30, 2023 |
Leases [Abstract] | |
Operating lease, weighted average remaining lease term | 4 years 8 months 12 days |
Operating lease, weighted average discount rate, percent | 11.80% |
SCHEDULE OF OTHER ACCRUED EXPEN
SCHEDULE OF OTHER ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued royalties | $ 5,680 | $ 4,909 |
Contingent consideration | 543 | 569 |
Operating lease liability | 443 | 578 |
Accrued sales and marketing - diagnostics | 40 | |
Accrued lab costs - diagnostics | 182 | 167 |
Accrued professional fees | 505 | 641 |
Taxes payable | 222 | 262 |
Unclaimed property | 328 | 565 |
All others | 488 | 688 |
Total other accrued expenses | $ 8,391 | $ 8,419 |
SCHEDULE OF STOCK OPTIONS, VALU
SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS (Details) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Risk-free interest rate | 1.75% |
Expected life | 6 years |
Expected volatility | 129.93% |
Dividend yield |
SCHEDULE OF SHARE-BASED COMPENS
SCHEDULE OF SHARE-BASED COMPENSATION ARRANGEMENTS BY SHARE-BASED PAYMENT AWARD (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock compensation expense | $ 157 | $ 305 | $ 349 | $ 608 | |
Cost of Sales [Member] | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock compensation expense | 12 | 20 | 26 | 47 | |
Selling and Marketing Expense [Member] | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock compensation expense | 30 | 42 | 60 | 86 | |
General and Administrative Expense [Member] | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock compensation expense | [1] | $ 115 | $ 243 | $ 263 | $ 475 |
[1]Includes ESPP expense in 2022 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share based payment arrangement, expense | $ 0.2 | $ 0.3 | $ 0.3 | $ 0.6 |
Stock Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, description | stock options have been granted with an exercise price equal to the market value of the common stock on the date of grant, with expiration 10 years from the date they are granted, and generally vest over a one to three-year period for employees and members of the Board. Upon exercise, new shares will be issued by the Company. The restricted shares and restricted stock units (“RSUs”) granted to Board members and employees generally have a three-year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income tax | $ 4 | $ 16 | $ 8 | $ 34 |
Effective income tax rate | 1% | (0.80%) | 1% | (1.10%) |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Oct. 29, 2021 | May 05, 2022 | Oct. 31, 2021 |
Line of Credit Facility [Line Items] | |||
Aggregate principal amount | $ 2,000,000 | ||
Comerica Bank [Member] | |||
Line of Credit Facility [Line Items] | |||
Revolving credit facility | $ 7,500,000 | ||
Comerica Bank [Member] | Loan and Security Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Revolving credit facility | $ 7,500,000 | ||
Debt instrument interest, description | The Term Loan had an origination fee of 3% of the Term Loan amount, and a terminal payment equal to (i) 15% of the original principal amount of the Term Loan if the change of control occurs on or prior to the first anniversary of the funding of the Term Loan, (ii) 20% of the original principal amount of the Term Loan if the change of control occurs after the first anniversary but on or prior to the second anniversary of the funding of the Term Loan and (iii) 30% of the original principal amount of the Term Loan if the change of control occurs after the second anniversary of the funding of the Term Loan, or if the Term Loan is repaid on its maturity date. | ||
Term Loan [Member] | Broad Oak [Member] | |||
Line of Credit Facility [Line Items] | |||
Aggregate principal amount | $ 8,000,000 | $ 8,000,000 | |
Term Loan [Member] | Broad Oak [Member] | Convertible Debt [Member] | |||
Line of Credit Facility [Line Items] | |||
Aggregate principal amount | $ 2,000,000 | ||
Debt interest percentage | 9% | ||
Term Loan [Member] | Ampersand 2018 [Member] | |||
Line of Credit Facility [Line Items] | |||
Maturity date | Oct. 31, 2024 | ||
Debt interest percentage | 9% | ||
Percentage of debt origination fee | 3% |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | ||
Taxes accrued for repurchase of restricted shares | $ 9 | $ 66 |
Purchase of property and equipment included in accounts payable | $ 29 | $ 34 |
MEZZANINE EQUITY (Details Narra
MEZZANINE EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jan. 10, 2020 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||
Preferred stock aggregate purchase price | $ 59,000 | |||||
Preferred stock liquidation preference | $ 6 | |||||
Proceeds from underwriting discount and commission | $ 25,000,000 | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock aggregate purchase price | $ 1,000 | |||||
Aggregate of shares issued | 22,996 | 5,009 | 44,139 | |||
Reserve stock split | 7,833,334 | |||||
Sale of stock price per share | $ 12 | |||||
Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Aggregate of shares issued | 27,000 | |||||
Preferred stock conversion price per share | $ 6 | |||||
Maximum preferred stock holders rights percentage | The Certificate of Designation also provides each Investor with the following director designation rights: for so long such Investor holds at least sixty percent (60%) of the Series B Preferred Stock issued to it on the Issuance Date (as defined therein), such Investor will be entitled to elect two directors to the Company’s Board of Directors (the “Board”), provided that one of the directors qualifies as an “independent director” under Rule 5605(a)(2) of the listing rules of the Nasdaq Stock Market (or any successor rule or similar rule promulgated by another exchange on which the Company’s securities are then listed or designated) (“Independent Director”). However, if at any time such Investor holds less than sixty percent (60%), but at least forty percent (40%), of the Series B Preferred Stock issued to them on the Issuance Date, such Investor would only be entitled to elect one director to the Board. Any director elected pursuant to the terms of the Certificate of Designation may be removed without cause by, and only by, the affirmative vote of the holders of Series B Preferred Stock. A vacancy in any directorship filled by the holders of Series B Preferred Stock may be filled only by vote or written consent in lieu of a meeting of such holders of Series B Preferred Stock or by any remaining director or directors elected by such holders of Series B Preferred Stock. | |||||
Temporary equity shares issued | 47,000 | 47,000 | ||||
Temporary equity shares outstanding | 47,000 | 47,000 | ||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Aggregate of shares issued | 270 | |||||
Value of preferred stock exchanged | $ 27,000,000 | |||||
Preferred stock par value per share | $ 0.01 | |||||
Preferred shares stated value per share | $ 100,000 | |||||
Preferred stock shares authorized | 0 | 0 | ||||
Security Purchase and Exchange Agreement [Member] | Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock aggregate purchase price | $ 20,000,000 | |||||
Issuance price per preferred stock | $ 1,000 | |||||
Security Purchase and Exchange Agreement [Member] | Series B Preferred Stock [Member] | 1315 Capital [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock aggregate purchase price | $ 19,000,000 | |||||
Aggregate of shares issued | 19,000 | |||||
Security Purchase and Exchange Agreement [Member] | Series B Preferred Stock [Member] | Ampersand 2018 Limited Partnership [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock aggregate purchase price | $ 1,000,000 | |||||
Aggregate of shares issued | 1,000 |
REVOLVING LINE OF CREDIT (Detai
REVOLVING LINE OF CREDIT (Details Narrative) - USD ($) | 6 Months Ended | ||
Oct. 13, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Comerica Loan Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Long term line of credit | $ 7,500,000 | $ 1,500,000 | |
Percentage of accounts receivable | 80% | ||
Line of credit reductions | $ 250,000 | ||
Line of credit | $ 5,000,000 | ||
Revolving line option credit card services borrowing limit | $ 300,000 | ||
Interest rate | 0.50% | ||
Percentage of line of credit unused facility fee | 0.25% | ||
Monthly repayment of line of credit | $ 500,000 | ||
Comerica Loan Agreement [Member] | Accounts Receivable [Member] | |||
Line of Credit Facility [Line Items] | |||
Long term line of credit | $ 2,000,000 | ||
Comerica Loans Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Interest rate | 2.50% | ||
Comerica [Member] | Comerica Loan Agreement [Member] | Term Loan [Member] | |||
Line of Credit Facility [Line Items] | |||
Long term line of credit | $ 7,500,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | Jul. 27, 2023 | Jul. 24, 2023 | Jul. 24, 2023 |
Subsequent Event [Line Items] | |||
[custom:BaseSalary] | $ 220,000 | ||
[custom:PercentageOfIncentiveCompensation-0] | 40% | 40% | |
Stock Issued During Period, Shares, New Issues | 25,000 | 25,000 | |
[custom:ShareBasedCompensationGrantVested] | $ 12,500 |