Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Oct. 31, 2017 | Jan. 26, 2018 | Apr. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | POLARITYTE, INC. | ||
Entity Central Index Key | 1,076,682 | ||
Document Type | 10-K | ||
Document Period End Date | Oct. 31, 2017 | ||
Amendment Flag | false | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Current Fiscal Year End Date | --10-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 58,300,000 | ||
Entity Common Stock, Shares Outstanding | 6,922,044 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 31, 2017 | Oct. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 17,667 | $ 6,523 |
Prepaid expenses and other current assets | 237 | 47 |
Receivable from Zift | 60 | |
Current assets related to discontinued operations | 163 | |
Total current assets | 17,964 | 6,733 |
Non-current assets: | ||
Property and equipment, net | 2,173 | 18 |
Receivable from Zift, non-current | 15 | |
Total non-current assets | 2,188 | 18 |
TOTAL ASSETS | 20,152 | 6,751 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,939 | 474 |
Warrant liability and embedded derivative | 13,502 | 70 |
Current liabilities related to discontinued operations | 810 | |
Total current liabilities | 15,441 | 1,354 |
Total liabilities | 15,441 | 1,354 |
Commitments and Contingencies | ||
Redeemable convertible preferred stock - Series F - 6,455 shares authorized, issued and outstanding at October 31, 2017; liquidation preference - $17,750. | 4,541 | |
STOCKHOLDERS' EQUITY: | ||
Convertible preferred stock - 9,993,545 shares authorized, 3,230,655 and 7,374,454 shares issued and outstanding at October 31, 2017 and 2016, aggregate liquidation preference $2,140 and $4,854, respectively | 109,995 | 10,153 |
Common stock - $.001 par value; 250,000,000 shares authorized; 6,515,524 and 2,782,963 shares issued and outstanding at October 31, 2017 and 2016, respectively | 7 | 3 |
Additional paid-in capital | 149,173 | 123,417 |
Accumulated deficit | (259,005) | (128,176) |
Total stockholders' equity | 170 | 5,397 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 20,152 | $ 6,751 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Oct. 31, 2017 | Oct. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Redeemable convertible preferred stock, shares issued | 6,455 | |
Redeemable convertible preferred stock, shares outstanding | 6,455 | |
Redeemable convertible preferred stock, liquidation preference | $ 17,750 | |
Convertible preferred stock, shares authorized | 9,993,545 | 9,993,545 |
Convertible preferred stock, shares issued | 3,230,655 | 7,374,454 |
Convertible preferred stock, shares outstanding | 3,230,655 | 7,374,454 |
Convertible preferred stock, liquidation preference | $ 2,140 | $ 4,854 |
Common stock, par value | $ 0.001 | $ .001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 6,515,524 | 2,782,963 |
Common stock, shares outstanding | 6,515,524 | 2,782,963 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Operating costs and expenses | ||
Research and development | $ 7,107 | |
Research and development - intellectual property acquired | 104,693 | |
General and administrative | 18,812 | 4,099 |
Operating costs and expenses total | 130,612 | 4,099 |
Operating loss | (130,612) | (4,099) |
Other income | ||
Interest income | 23 | 18 |
Change in fair value of derivatives | 109 | 248 |
Net loss from continuing operations | (130,480) | (3,833) |
Loss from discontinued operations | (449) | (807) |
Gain on sale of discontinued operations | 100 | |
Loss from discontinued operations, net | (349) | (807) |
Net loss | (130,829) | (4,640) |
Special cash dividend attributable to preferred stockholders | (6,002) | |
Deemed dividend - accretion of discount on Series F preferred stock | (369) | |
Cumulative dividends on Series F preferred stock | (124) | |
Net loss attributable to common stockholders | $ (131,322) | $ (10,642) |
Net loss per share, basic and diluted: | ||
Loss from continuing operations | $ (26.50) | $ (1.83) |
Loss from discontinued operations | (0.07) | (0.38) |
Net loss | (26.57) | (2.21) |
Special cash dividend attributable to preferred stockholders | (2.87) | |
Deemed dividend - accretion of discount on Series F preferred stock | (0.07) | |
Cumulative dividends on Series F preferred stock | (0.03) | |
Net loss attributable to common stockholders | $ (26.67) | $ (5.08) |
Weighted average shares outstanding, basic and diluted: | 4,923,327 | 2,096,022 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Oct. 31, 2015 | $ 10,694 | $ 2 | $ 128,497 | $ (123,536) | $ 15,657 |
Balance, shares at Oct. 31, 2015 | 9,025,265 | 1,851,503 | |||
Issuance of common stock in connection with: Restricted stock grants | $ 1 | (1) | |||
Issuance of common stock in connection with: Restricted stock grants, shares | 356,666 | ||||
Conversion of Series A preferred stock to common stock | $ (401) | 401 | |||
Conversion of Series A preferred stock to common stock, shares | (1,638,810) | 273,135 | |||
Conversion of Series D preferred stock to common stock | $ (140) | 140 | |||
Conversion of Series D preferred stock to common stock, shares | (12,001) | 20,002 | |||
Proceeds from stock option exercise | 129 | 129 | |||
Proceeds from stock option exercise, shares | 31,657 | ||||
Stock-based compensation expense | 3,142 | 3,142 | |||
Stock-based compensation expense, shares | |||||
Shares issued for cash | 1,406 | 1,406 | |||
Shares issued for cash, shares | 250,000 | ||||
Warrant liability | (318) | (318) | |||
Allocation of warrant offering cost | 21 | 21 | |||
Special cash dividend | (10,000) | (10,000) | |||
Warrants exchanged for common stock | |||||
Deemed dividend - accretion of discount on Series F preferred stock | |||||
Cumulative dividends on Series F preferred stock | |||||
Net loss | (4,640) | (4,640) | |||
Balance at Oct. 31, 2016 | $ 10,153 | $ 3 | 123,417 | (128,176) | 5,397 |
Balance, shares at Oct. 31, 2016 | 7,374,454 | 2,782,963 | |||
Conversion of Series A preferred stock to common stock | $ (976) | $ 1 | 975 | ||
Conversion of Series A preferred stock to common stock, shares | (3,991,487) | 761,798 | |||
Conversion of Series D preferred stock to common stock | $ (1,517) | 1,517 | |||
Conversion of Series D preferred stock to common stock, shares | (129,665) | 216,106 | |||
Proceeds from stock option exercise | 1,301 | 1,301 | |||
Proceeds from stock option exercise, shares | 268,847 | ||||
Stock-based compensation expense | $ 1 | 17,774 | 17,745 | ||
Stock-based compensation expense, shares | 1,057,500 | ||||
Common stock issued for cash | $ 1 | 2,277 | 2,278 | ||
Common stock issued for cash, shares | 759,333 | ||||
Warrant liability | 3,845 | ||||
Conversion of Series B preferred stock to common stock | $ (549) | 549 | |||
Conversion of Series B preferred stock to common stock, shares | (6,512) | 108,543 | |||
Conversion of Series C preferred stock to common stock | $ (1,809) | $ 1 | 1,808 | ||
Conversion of Series C preferred stock to common stock, shares | (23,185) | 504,184 | |||
Issuance of Series E preferred stock for research and development intellectual property | $ 104,693 | 104,693 | |||
Issuance of Series E preferred stock for research and development intellectual property, shares | 7,050 | ||||
Warrants exchanged for common stock | 78 | 78 | |||
Warrants exchanged for common stock, shares | 56,250 | ||||
Deemed dividend - accretion of discount on Series F preferred stock | (369) | (369) | |||
Cumulative dividends on Series F preferred stock | (124) | (124) | |||
Net loss | (130,829) | (130,829) | |||
Balance at Oct. 31, 2017 | $ 109,995 | $ 7 | $ 149,173 | $ (259,005) | $ 170 |
Balance, shares at Oct. 31, 2017 | 3,230,655 | 6,515,524 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (130,829) | $ (4,640) |
Loss from discontinued operations | 349 | 807 |
Loss from continuing operations | (130,480) | (3,833) |
Adjustments to reconcile net loss from continuing operations to net cash used in continuing operating activities: | ||
Depreciation and amortization | 432 | |
Stock based compensation expense | 16,627 | 2,042 |
Research and development - intellectual property acquired | 104,693 | |
Change in fair value of derivatives | (109) | (248) |
Offering costs expensed | 21 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (190) | 54 |
Accounts payable and accrued expenses | 1,411 | 85 |
Net cash used in continuing operating activities | (7,616) | (1,879) |
Net cash provided by discontinued operating activities | 33 | 113 |
Net cash used in operating activities | (7,583) | (1,766) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (2,544) | |
Net cash used in continuing investing activities | (2,544) | |
Net cash provided by discontinued investing activities | 25 | |
Net cash used in investing activities | (2,519) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Special cash dividend | (10,000) | |
Proceeds from stock options exercised | 1,301 | 129 |
Net proceeds from the sale of preferred stock and warrants | 17,667 | |
Net proceeds from the sale of common stock and warrants | 1,406 | |
Proceeds from the sale of common stock | 2,278 | |
Payments to Zift | (299) | |
Net cash provided by (used in) financing activities | 21,246 | (8,764) |
Net increase (decrease) in cash and cash equivalents | 11,144 | (10,530) |
Cash and cash equivalents - beginning of period | 6,523 | 17,053 |
Cash and cash equivalents - end of period | 17,667 | 6,523 |
Supplemental schedule of non-cash investing and financing activities: | ||
Conversion of Series A preferred stock to common stock | 976 | 401 |
Conversion of Series B preferred stock to common stock | 549 | |
Conversion of Series C preferred stock to common stock | 1,809 | |
Conversion of Series D preferred stock to common stock | 1,517 | 140 |
Warrants exchanged for common stock shares | 78 | |
Establishment of warrant liability in connection with Series F Preferred Stock issuance | 4,299 | |
Establishment of derivative liability in connection with Series F Preferred Stock issuance | 9,319 | |
Deemed dividend - accretion of discount on Series F preferred stock | 369 | |
Common stock shares and warrants issued for offering costs | 75 | |
Unpaid liability for acquisition of property and equipment | 54 | |
Cumulative dividends on Series F preferred stock | $ 124 |
Principal Business Activity and
Principal Business Activity and Basis of Presentation | 12 Months Ended |
Oct. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principal Business Activity and Basis of Presentation | 1. PRINCIPAL BUSINESS ACTIVITY AND BASIS OF PRESENTATION Asset Acquisition and Name Change. , n/k/a On December 1, 2016, the Company appointed Dr. Denver Lough as Chief Executive Officer, Chief Scientific Officer and Chairman of our Board of Directors and Dr. Ned Swanson as Chief Operating Officer of the Company. Until their respective appointments, both doctors were associated with Johns Hopkins University, Baltimore, Maryland, as full-time residents. On December 1, 2016, Dr. Lough assigned the patent application as well as all related intellectual property to a newly-formed Nevada corporation, Polarityte, Inc. (“Polarity NV”), and the Company entered into an Agreement and Plan of Reorganization (the “Agreement”) with Polarity NV and Dr. Lough. As a result, at closing, the patent application would be owned by the Company without the need for further assignments or recordation with the Patent Trademark Office. On April 7, 2017, the Company issued 7,050 shares of its newly authorized Series E Preferred Stock (the “Series E Preferred Shares”) convertible into an aggregate of 7,050,000 shares of the Company’s common stock with a fair value of approximately $104.7 million which is equal to 7,050,000 common shares times $14.85 (the closing price of the Company’s common stock as of April 7, 2017) to Dr. Lough for the purchase of the Polarity NV’s assets. Since the assets purchased were in-process research and development assets, the total purchase price was immediately expensed as research and development - intellectual property acquired since they have no alternative future use. Drs. Lough and Swanson lead the Company’s current efforts focused on scientific research and development and in this regard on December 1, 2016, the Company leased laboratory space and purchased laboratory equipment in Salt Lake City, Utah. Subsequent expenditures include the purchase of medical equipment, including microscopes for high end real-time imaging of cells and tissues required for tissue engineering and regenerative medicine research. The Company has added additional facilities, and established university and scientific relationships and collaborations in order to pursue its business. None of these activities were performed by Dr. Lough or Dr. Swanson prior to December 1, 2016 in connection with their university positions or privately. Dr. Lough is the named inventor under a pending patent application for a novel regenerative medicine and tissue engineering platform filed in the United States and elsewhere. The Company believes that its future success depends significantly on its ability to protect its inventions and technology. Prior to December 1, 2016, no employees, consultants or partners engaged in any business activity related to the patent application and no licenses or contracts were granted related to the patent application, other than professional services related to preparation and filing of the patent. There was never any intent to acquire an ongoing business and no ongoing business was acquired. The asset is preserved in a stand-alone entity merely as a vehicle to provide the Company a seamless means to acquire the asset (a patent application) without undue cost, expense and time. Polarity NV has never had employees and, therefore, no employees were acquired in the transaction. The Company adopted ASU 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business Discontinued Operations. As a result of the transaction above, the Company disposed entirely of its gaming business assets and intends to devote its resources and attention to its regenerative medicine efforts going forward. Segments. NASDAQ listing. On February 22, 2017, the Company regained compliance with Listing Rule 5605(b)(1), the independent director requirement for continued listing on The NASDAQ Stock Market, with the appointment of Mr. Steve Gorlin and Dr. Jon Mogford, and the matter is now closed. PolarityTE’s common stock will continue to be listed on The NASDAQ Capital Market. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Oct. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation. Cash and cash equivalents. Accounts Payable and Accrued Expenses. Property and Equipment. Income Taxes. Stock Based Compensation. The fair value for options issued is estimated at the date of grant using a Black-Scholes option-pricing model. The risk-free rate is derived from the U.S. Treasury yield curve in effect at the time of the grant. The volatility factor is determined based on the Company’s historical stock prices. The value of restricted stock grants is measured based on the fair market value of the Company’s common stock on the date of grant and amortized over the vesting period of, generally, six months to three years. The accounting for non-employee options and restricted stock is similar to that of employees, however, unlike employee options and restricted stock, the measurement date is not the grant date. The measurement date is the vest date. Until the options or shares vest, they are re-measured (re-valued) each reporting period and the expense marked up or marked down accordingly. Loss Per Share. Commitments and Contingencies. Accounting for Warrants Change in Fair Value of Derivatives. Reclassifications. Estimates. Recently Adopted Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business Recent Accounting Pronouncements. In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842), Leases (Topic 840) In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815) I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception, In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, a new accounting standard that requires recognition of revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. The FASB has also issued several updates to ASU 2014-09. The new standard supersedes U.S. GAAP guidance on revenue recognition and requires the use of more estimates and judgments than the present standards. It also requires additional disclosures regarding the nature, amount, timing and uncertainty of cash flows arising from contracts with customers. Topic 606 is effective for our fiscal year 2019 beginning on November 1, 2018. We are still evaluating the overall effect that the standard will have on our consolidated financial statements and accompanying notes to the consolidated financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Oct. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 3. GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has experienced net losses and negative cash flows from operations during each of the last two fiscal years. The Company has experienced negative cash flows from continuing operations of approximately $7.6 million for the year ended October 31, 2017. Given these negative cash flows and forecasted increased spending, the continuation of the Company as a going concern is dependent upon continued financial support from its shareholders, potential collaborations, the ability of the Company to obtain necessary equity and/or debt financing to continue operations, and the attainment of profitable operations. The Company cannot make any assurances that additional financings will be available to it and, if available, completed on a timely basis, on acceptable terms or at all. If the Company is unable to complete a debt or equity offering, execute a collaboration arrangement or otherwise obtain sufficient financing when and if needed, it would negatively impact its business and operations and could also lead to the reduction or suspension of the Company’s operations and ultimately force the Company to cease operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Fair Value
Fair Value | 12 Months Ended |
Oct. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 4. FAIR VALUE In accordance with ASC 820, Fair Value Measurements and Disclosures ● Level 1: Observable inputs such as quoted prices in active markets for identical instruments ● Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the market ● Level 3: Significant unobservable inputs supported by little or no market activity. Financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, for which determination of fair value requires significant judgment or estimation. In connection with the April 19, 2016 common stock offering, the Company issued warrants to purchase an aggregate of 187,500 shares of common stock. These warrants were exercisable at $6.90 per share and expire on April 19, 2018. These warrants were analyzed and it was determined that they require liability treatment. Under ASC 815, registered common stock warrants that require the issuance of registered shares upon exercise and do not expressly preclude an implied right to cash settlement are accounted for as derivative liabilities. The Company classifies these derivative warrant liabilities on the consolidated balance sheet as a current liability. The fair value of these warrants at January 18, 2017, the date these warrants were exchanged, and October 31, 2016 was determined to be approximately $78,000 and $70,000, respectively, as calculated using Black-Scholes with the following assumptions: (1) stock price of $3.62 and $3.58, respectively; (2) a risk-free rate of 0.97% and 0.75%, respectively; and (3) an expected volatility of 68% and 61%, respectively. In connection with the Series F preferred stock offering in September 2017, the Company issued warrants to purchase an aggregate of 322,727 shares of common stock. These warrants are exercisable at $30.00 per share and expire in two years. The warrants are liabilities pursuant to ASC 815. The warrant agreement provides for an adjustment to the number of common shares issuable under the warrant and/or adjustment to the exercise price, including but not limited to, if: (a) the Company issues shares of common stock as a dividend or distribution to holders of its common stock; (b) the Company subdivides or combines its common stock (i.e., stock split); (c) adjustment of exercise price upon issuance of new securities at less than the exercise price. Under ASC 815, warrants that provide for down-round exercise price protection are recognized as derivative liabilities. In addition, the Series F preferred stock contains an embedded conversion feature that is not clearly and closely related to the identified host instrument and, as such, is recognized as a derivative liability measured at fair value. The Company classifies these derivatives on the consolidated balance sheet as a current liability. The fair value of these warrants and bifurcated embedded conversion feature was estimated to be approximately $4.3 million and $9.3 million, respectively, at both the issuance date and October 31, 2017 as calculated using the Monte Carlo simulation with the following assumptions: Common Warrants Series F Conversion Feature September 20, 2017 October 31, 2017 September 20, 2017 October 31, 2017 Stock price $ 25.69 $ 25.87 $ 25.69 $ 25.87 Exercise price $ 30.00 $ 30.00 $ 27.50 $ 27.50 Risk-free rate 1.450 % 1.581 % 1.450 % 1.581 % Volatility 94.9 % 96.0 % 94.9 % 96.0 % Term 2.00 1.89 2.00 1.89 Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy of financial instruments, measured at fair value on a recurring basis on the consolidated balance sheets as of October 31, 2017 and 2016 is as follows (in thousands): Fair Value Measurement as of October 31, 2017 Level 1 Level 2 Level 3 Total Liabilities Warrant liability $ - $ - $ 4,256 $ 4,256 Derivative liability - - 9,246 9,246 Total $ - $ - $ 13,502 $ 13,502 Fair Value Measurement as of October 31, 2016 Level 1 Level 2 Level 3 Total Liabilities Warrant liability $ - $ - $ 70 $ 70 Total $ - $ - $ 70 $ 70 The following table sets forth the changes in the estimated fair value for our Level 3 classified derivative warrant liability (in thousands): 2016 Common Stock Offering Warrant Liability 2017 Series F Preferred Stock - Warrant Liability 2017 Series F Preferred Stock - Embedded Derivative Total Warrant and Derivative Liability Fair value – November 1, 2015 $ - $ - $ - $ - Additions 318 - - 318 Change in fair value (248 ) - - (248 ) Fair value – October 31, 2016 70 - - 70 Exchanged - January 18, 2017 (see Note 8) (78 ) - - (78 ) Additions - 4,300 9,319 13,619 Change in fair value 8 (44 ) (73 ) (109 ) Fair value – October 31, 2017 $ - $ 4,256 $ 9,246 $ 13,502 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Oct. 31, 2017 | |
Prepaid Expenses And Other Current Assets | |
Prepaid Expenses and Other Current Assets | 5. PREPAID EXPENSES AND OTHER CURRENT ASSETS The following table presents the major components of prepaid expenses and other current assets (in thousands): October 31, 2017 October 31, 2016 Legal retainer $ 15 $ - Prepaid insurance 69 22 Tax receivable - 18 Other prepaids 126 - Deposits 26 - Other assets 1 7 Total prepaid expenses and other current assets $ 237 $ 47 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Oct. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. PROPERTY AND EQUIPMENT, NET The following table presents the components of property and equipment, net (in thousands): October 31, 2017 October 31, 2016 Medical equipment $ 2,418 $ - Computers and software 211 61 Furniture and equipment 30 78 Total property and equipment, gross 2,659 139 Accumulated depreciation (486 ) (121 ) Total property and equipment, net $ 2,173 $ 18 Depreciation expense for the years ended October 31, 2017 and 2016 is as follows (in thousands): For the Years Ended October 31, 2017 2016 General and administrative expense: Continuing operations $ 1 $ - Discontinued operations 11 27 12 27 Research and development expense: Continuing operations 431 - Total depreciation expense $ 443 $ 27 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Oct. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES The following table presents the major components of accounts payable and accrued expenses (in thousands): October 31, 2017 October 31, 2016 Accounts payable $ 25 $ - Due to Zift 36 - Medical study and supplies 362 - Medical equipment purchase 54 - Salaries and other compensation 574 463 Legal and accounting 555 - Other accruals 333 11 Total accounts payable and accrued expenses $ 1,939 $ 474 Salaries and other compensation includes accrued payroll expense and estimated employer 401K plan contributions. |
Preferred Shares and Common Sha
Preferred Shares and Common Shares | 12 Months Ended |
Oct. 31, 2017 | |
Equity [Abstract] | |
Preferred Shares and Common Shares | 8. PREFERRED SHARES AND COMMON SHARES Convertible preferred stock as of October 31, 2017 consisted of the following (in thousands, except share amounts): Shares Authorized Shares Issued and Outstanding Net Carrying Value Aggregate Liquidation Preference Common Shares Issuable Upon Conversion Series A 8,830,000 3,146,671 $ 769 $ 2,140 713,245 Series B 54,250 47,689 4,020 - 794,806 Series C 26,000 2,578 201 - 59,953 Series D 170,000 26,667 312 - 44,445 Series E 7,050 7,050 104,693 - 7,050,000 Series F 6,455 6,455 4,541 17,750 645,455 Other authorized, unissued 906,245 - - - - Total 10,000,000 3,237,110 $ 114,536 $ 19,890 9,307,904 Convertible preferred stock as of October 31, 2016 consisted of the following (in thousands, except share amounts): Shares Authorized Shares Issued and Outstanding Net Carrying Value Aggregate Liquidation Preference Common Shares Issuable Upon Conversion Series A 8,830,000 7,138,158 $ 1,745 $ 4,854 1,189,693 Series B 54,250 54,201 4,569 - 903,362 Series C 26,000 25,763 2,010 - 429,392 Series D 170,000 156,332 1,829 - 260,553 Other authorized, unissued 919,750 - - - - Total 10,000,000 7,374,454 $ 10,153 $ 4,854 2,783,000 Series A Preferred Shares The Series A Preferred Shares are convertible into shares of common stock based on a conversion calculation equal to the stated value of such Series A Preferred Share, plus all accrued and unpaid dividends, if any, on such Series A Preferred Share, as of such date of determination, divided by the conversion price. The stated value of each Preferred Share is $0.68 and the initial conversion price was $4.08 (current conversion price at October 31, 2017 is $3.00) per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. In addition, in the event the Company issues or sells, or is deemed to issue or sell, shares of its common stock at a per share price that is less than the conversion price then in effect, the conversion price shall be reduced to such lower price, subject to certain exceptions. Pursuant to the Certificate of Designations, Preferences and Rights of the 0% Series A Convertible Preferred Stock of PolarityTE, Inc., the Company is prohibited from incurring debt or liens, or entering into new financing transactions without the consent of the lead investor (as defined in the December Subscription Agreements) as long as any of the Series A Preferred Shares are outstanding. The Series A Preferred Shares bear no dividends. The holders of Series A Preferred Shares shall vote together with the holders of common stock on all matters on an as if converted basis, subject to certain conversion and ownership limitations, and shall not vote as a separate class. Notwithstanding the foregoing, the conversion price for purposes of calculating voting power shall in no event be lower than $3.54 per share. At no time may all or a portion of the Series A Preferred Shares be converted if the number of shares of common stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of common stock owned by the holder at such time, the number of shares of common stock which would result in such Holder beneficially owning (as determined in accordance with Section 13(d) of the 1934 Act and the rules thereunder) more than 4.99% of all of the common stock outstanding at such time; provided, however, that the holder may waive the 4.99% limitation at which time he may not own beneficially own more than 9.99% of all the common stock outstanding at such time. The Series A Preferred Shares do not represent an unconditional obligation to be settled in a variable number of shares of common stock, are not redeemable and do not contain fixed or indexed conversion provisions similar to debt instruments. Accordingly, the Series A Preferred Shares are considered equity hosts and recorded in stockholders’ equity. Series B Preferred Shares The Series B Preferred Shares are convertible into shares of common stock based on a conversion calculation equal to the stated value of such Series B Preferred Shares, plus all accrued and unpaid dividends, if any, on such Series B Preferred Shares, as of such date of determination, divided by the conversion price. The stated value of each Preferred Share is $140.00 and the initial conversion price is $8.40 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. The Company is prohibited from effecting a conversion of the Series B Preferred Shares to the extent that, as a result of such conversion, such holder would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Series B Preferred Shares, which beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%. Subject to such beneficial ownership limitations, each holder is entitled to vote on all matters submitted to stockholders of the Company on an as converted basis, based on a conversion price of $8.40 per shares. The Series B Preferred Shares rank junior to the Series A Preferred Shares and bear no dividends. All of the convertible preferred shares do not represent an unconditional obligation to be settled in a variable number of shares, are not redeemable and do not contain fixed or indexed conversion provisions similar to debt instruments. Accordingly, the convertible preferred shares are considered equity hosts and recorded in stockholders’ equity. Series C Preferred Shares The Series C Preferred Shares are convertible into shares of common stock based on a conversion calculation equal to the stated value of such Series C Preferred Shares, plus all accrued and unpaid dividends, if any, on such Series C Preferred Shares, as of such date of determination, divided by the conversion price. The stated value of each Series C Preferred Share is $120.00 per share, and the initial conversion price was $7.20 (current conversion price at October 31, 2017 is $5.16) per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. In addition, in the event the Company issues or sells, or is deemed to issue or sell, shares of common stock at a per share price that is less than the conversion price then in effect, the conversion price shall be reduced to such lower price, subject to certain exceptions and provided that the conversion price may not be reduced to less than $5.16, unless and until such time as the Company obtains shareholder approval to allow for a lower conversion price. The Company is prohibited from effecting a conversion of the Series C Preferred Shares to the extent that, as a result of such conversion, such May Investor would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Series C Preferred Shares, which beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%. Subject to the beneficial ownership limitations discussed previously, each holder is entitled to vote on all matters submitted to stockholders of the Company, and shall have the number of votes equal to the number of shares of common stock issuable upon conversion of such holder’s Series C Preferred Shares, based on a conversion price of $7.80 per share. The Series C Preferred Shares bear no dividends and shall rank junior to the Company’s Series A Preferred Shares but senior to the Company’s Series B Preferred Shares. In connection with the sale of the Series C Preferred Shares, the Company also entered into separate registration rights agreements (the “May Registration Rights Agreement”) with each Investor. The Company agreed to use its best efforts to file a registration statement to register the Shares and the common stock issuable upon the conversion of the Series C Preferred Shares, within thirty days following the Closing Date, to cause such registration statement to be declared effective within ninety days of the filing day and to maintain the effectiveness of the registration statement until all of such shares of common stock have been sold or are otherwise able to be sold pursuant to Rule 144 without restriction. In the event the Company fails to satisfy its obligations under the Registration Rights Agreement, the Company is obligated to pay to the Investors on a monthly basis, an amount equal to 1% of the Investor’s investment, up to a maximum of 12%. Effective as of the original filing deadline of the registration statement, the Company obtained the requisite approval from the Investors for the waiver of its obligations under the May Registration Rights Agreement. The Company evaluated the guidance ASC 480-10 Distinguishing Liabilities from Equity and Contracts in an Entity’s Own Equity Series D Preferred Shares The Preferred D Shares are convertible into shares of common stock based on a conversion calculation equal to the stated value of such Preferred D Shares, plus all accrued and unpaid dividends, if any, on such Preferred D Share, as of such date of determination, divided by the conversion price. The stated value Preferred D Shares is $1,000 per share and the initial conversion price is $600 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. The Company is prohibited from effecting a conversion of the Preferred D Shares to the extent that, as a result of such conversion, such investor would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of the Preferred D Shares. Upon 61 days written notice, the beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%. Except as otherwise required by law, holders of Series D Preferred Shares shall not have any voting rights. Pursuant to the Certificate of Designations, Preferences and Rights of the 0% Series D Convertible Preferred Stock, the Preferred D Shares bear no dividends and shall rank senior to the Company’s other classes of capital stock. Series E Preferred Shares On April 7, 2017, the Company issued 7,050 shares of its newly authorized Series E Preferred Stock (the “Series E Preferred Shares”) convertible into an aggregate of 7,050,000 shares of the Company’s common stock with a fair value of approximately $104.7 million which is equal to 7,050,000 common shares times $14.85 (the closing price of the Company’s common stock as of April 7, 2017) to Dr. Lough for the purchase of the Polarity NV’s assets. The Preferred E Shares are convertible into shares of common stock based on a conversion calculation equal to the stated value of such Preferred E Shares, plus all accrued and unpaid dividends, if any as of such date of determination, divided by the conversion price. The stated value of each Preferred E Share is $1,000 and the initial conversion price is $1.00 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. The Preferred E Shares, with respect to dividend rights and rights on liquidation, winding-up and dissolution, in each case will rank senior to the Company’s common stock and all other securities of the Company that do not expressly provide that such securities rank on parity with or senior to the Preferred E Shares. Until converted, each Preferred E Share is entitled to two votes for every share of common stock into which it is convertible on any matter submitted for a vote of stockholders. The Preferred E Shares participate on an “as converted” basis with all dividends declared on the Company’s common stock. Redeemable Series F Preferred Shares On September 20, 2017, the Company sold an aggregate of $17,750,000 worth of units (the “Units”) of the Company’s securities to accredited investors at a purchase price of $2,750 per Unit with each Unit consisting of (i) one share of the Company’s newly authorized 6% Series F Convertible Preferred Stock, par value $0.001 per share (the “Series F Preferred Stock”), which are convertible into one hundred (100) shares of the Company’s common stock, and (ii) a two-year warrant to purchase 322,727 shares of the Company’s common stock, at an exercise price of $30.00 per share. The Company incurred issuance costs of approximately $356,000 associated with the Unit offering, of which approximately $82,000 was allocated to the Preferred Stock and netted against the proceeds. The remaining amount was allocated to the warrants and other embedded derivative and was expensed. The Company entered into separate registration rights agreements, and subsequently amended such agreements, with each of the investors, pursuant to which the Company agreed to undertake to file a registration statement to register the resale of the conversion shares and warrant shares within 150 days of the closing of the transaction, to cause such registration statement to be declared effective by the Securities and Exchange Commission within ninety days following its filing and to maintain the effectiveness of the registration statement until all of such conversion shares and warrant shares have been sold or are otherwise able to be sold pursuant to Rule 144 under the Securities Act, without any restrictions. In the event the Company fails to file, or obtain effectiveness of, such registration statement with the specified period of time, the Company will be obligated to pay liquidated damages equal to the product of one 1% percent multiplied by the aggregate subscription amount paid by such investor for every thirty (30) days during which such filing is not made and/or effectiveness obtained, such fee being subject to certain exceptions, up to a maximum of twelve 12% percent. Pursuant to the subscription agreements, for as long as the lead investor holds securities, except with certain issuances, the Company shall not incur any senior debt or issue any preferred stock with liquidation rights senior to the securities sold thereunder. During this period, the Company will not, without the consent of the investors holding a majority of the then issued and outstanding shares on the date of such consent (including the lead investor), enter into any equity line of credit or similar agreement, nor issue nor agree to issue any common stock, common stock equivalents, floating or variable priced equity linked instruments nor any of the foregoing or equity with price reset rights (subject to adjustment for stock splits, distributions, dividends, recapitalizations and the like). The shares of Series F Preferred Stock are convertible into shares of the Company’s common stock based on a conversion calculation equal to the stated value of the Series F Preferred Stock, plus all accrued and unpaid dividends, if any, on such Series F Preferred Stock, as of such date of determination, divided by the conversion price. The stated value of each share of Series F Preferred Stock is $2,750 and the initial conversion price is $27.50 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. Each holder of a Series F Preferred Share is entitled to receive dividends, in cash or in shares of the Company’s common stock on the stated value of each share at the dividend rate, which shall be cumulative and shall continue to accrue and compound quarterly whether or not declared and whether or not in any fiscal year there shall be net profits or surplus available for the payment of dividends in such fiscal year. Dividends are payable quarterly in arrears on the fifteenth (15th) day of the next applicable quarter, to the record holders of the Series F Preferred Stock on the last day of the fiscal quarter immediately preceding the dividend payment date in shares of common stock, calculated using the VWAP of the common stock on the ninety (90) days immediately preceding the dividend record date; provided, however, that the Company may, at its option, pay dividends in cash or in a combination of common shares and cash. Upon the liquidation, dissolution or winding up of the business of the Company, whether voluntary or involuntary, each holder of preferred shares shall be entitled to receive, for each share thereof, out of assets of the Company legally available therefor, a preferential amount in cash equal to (and not more than) $2,750. On the two (2) year anniversary of the initial issuance date, any share of Series F Preferred Stock outstanding and not otherwise already converted, shall, at the option of the holder, either (i) automatically convert into common stock of the Company at the conversion price then in effect or (ii) be repaid by the Company based on the stated value of such outstanding shares of Series F Preferred Stock. In addition, in the event that the Company’s common stock attains a consolidated bid price of $45 or greater for any four (4) trading days during any eight (8) trading day period, the Series F Preferred Stock shall be automatically converted to common stock, without any further action by the holder (subject to the conversion limitation in the event that such conversion would result in such holder holding in excess of four and ninety-nine one-hundredths (4.99%) percent of the common stock of the Company). The warrants issued in connection with the Series F Preferred Stock are liabilities pursuant to ASC 815. The warrant agreement provides for an adjustment to the number of common shares issuable under the warrant and/or adjustment to the exercise price, including but not limited to, if: (a) the Company issues shares of common stock as a dividend or distribution to holders of its common stock; (b) the Company subdivides or combines its common stock (i.e., stock split); (c) adjustment of exercise price upon issuance of new securities at less than the exercise price. Under ASC 815, warrants that provide for down-round exercise price protection are recognized as derivative liabilities. The conversion feature within the Series F Preferred Stock is not clearly and closely related to the identified host instrument and, as such, is recognized as a derivative liability measured at fair value pursuant to ASC 815. The initial fair value of the warrants and bifurcated embedded conversion feature, estimated to be approximately $4.3 million and $9.3 million, respectively, was deducted from the gross proceeds of the Unit offering to arrive at the initial discounted carrying value of the Series F Preferred Stock. The resulting discount to the aggregate stated value of the Series F Preferred Stock of approximately $13.6 million will be recognized as accretion using the effective interest method similar to preferred stock dividends, over the two-year period prior to optional redemption by the holders. The Company recognized accretion of the discount to the stated value of the Series F Preferred Stock of approximately $369,000 in the year ended October 31, 2017 as a reduction of additional paid-in capital and an increase in the carrying value of the Series F Preferred Stock. The accretion is presented in the Statement of Operations as a deemed dividend, increasing net loss to arrive at net loss attributable to common stockholders. April 2016 Registered Common Stock and Warrant Offering On April 13, 2016, the Company entered into a Securities Purchase Agreement with certain institutional investors providing for the issuance and sale by the Company of 250,000 shares of the Company’s common stock, par value $0.001 per share at an offering price of $6.00 per share, for net proceeds of $1.4 million after deducting placement agent fees and expenses. In addition, the Company sold to purchasers of common stock in this offering, warrants to purchase 187,500 shares of its common stock. The common shares and the Warrant Shares were offered by the Company pursuant to an effective shelf registration statement on Form S-3, which was initially filed with the Securities and Exchange Commission on October 22, 2015 and declared effective on December 7, 2015. The closing of the offering occurred on April 19, 2016. Each Warrant was immediately exercisable for two years, but not thereafter, at an exercise price of $6.90 per share. Subject to limited exceptions, a holder of warrants will not have the right to exercise any portion of its warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to such exercise. The exercise price and number of warrants were subject to adjustment in the event of any stock dividends and splits, reverse stock split, stock dividend, recapitalization, reorganization or similar transaction. The Warrants were classified as liabilities and measured at fair value, with changes in fair value recognized in the Consolidated Statements of Operations in other expenses (income) until they were exchanged for shares of common stock on January 18, 2017. The initial recognition of the Warrants resulted in an allocation of the net proceeds from the offering to a warrant liability of approximately $318,000, with the remainder being attributable to the common stock sold in the offering. Preferred Share Conversion Activity During the year ended October 31, 2017, 3,991,487 shares of Convertible Preferred Stock Series A, 6,512 shares of Convertible Preferred Stock Series B, 23,185 shares of Convertible Preferred Stock Series C and 129,665 shares of Convertible Preferred Stock Series D were converted into 1,590,631 shares of common stock. During the year ended October 31, 2016, 1,638,810 shares of Convertible Preferred Stock Series A and 12,001 shares of Convertible Preferred Stock Series D were converted into 293,137 shares of common stock. Common Stock On January 4, 2016, the Company declared a special cash dividend of an aggregate of $10.0 million to holders of record on January 14, 2016 of its outstanding shares of: (i) common stock (ii) Series A Convertible Preferred Stock; (iii) Series B Convertible Preferred Stock; (iv) Series C Convertible Preferred Stock and (v) Series D Convertible Preferred Stock. The holders of record of the Company’s outstanding preferred stock participated in the dividend on an “as converted” basis. Approximately $6.0 million of the special cash dividend relates to preferred stock shares. On January 6, 2016, certain employees exercised their options at $4.08 in exchange for the Company’s common stock for an aggregated amount of 31,657 shares. On December 16, 2016, the Company sold an aggregate of 759,333 shares of its common stock to certain accredited investors pursuant to separate subscription agreements at a price of $3.00 per share for gross proceeds of $2.3 million. On January 18, 2017, the Company entered into separate exchange agreements (each an “Exchange Agreement”) with certain accredited investors (the “Investors”) who purchased warrants to purchase shares of the Company’s common stock (the “Warrants”) pursuant to the prospectus dated April 13, 2016. In 2016, the Company issued 250,000 shares of the Company’s common stock and Warrants to purchase 187,500 shares of common stock (taking into account the reverse split of the Company’s common stock on a 1 for 6 basis effective with The NASDAQ Stock Market LLC on August 1, 2016). The common stock and Warrants were offered by the Company pursuant to an effective shelf registration statement. Under the terms of the Exchange Agreement, each Investor exchanged each Warrant it purchased in the Offering for 0.3 shares of common stock. Accordingly, the Company issued an aggregate of 56,250 shares of common stock in exchange for the return and cancellation of 187,500 Warrants. During the year ended October 31, 2017, certain employees exercised their options at a weighted-average exercise price of $4.84 in exchange for the Company’s common stock for an aggregated amount of 268,847 shares. The Company received approximately $1.3 million from the exercise of stock options. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Oct. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 9. STOCK-BASED COMPENSATION In the years ended October 31, 2017 and 2016, the Company recorded stock-based compensation expense related to restricted stock awards and stock options as follows (in thousands): For the Years Ended October 31, 2017 2016 General and administrative expense: Continuing operations $ 14,869 $ 2,042 Discontinued operations 1,118 1,100 15,987 3,142 Research and development expense: Continuing operations 1,758 - Total stock-based compensation expense $ 17,745 $ 3,142 Incentive Compensation Plans In the fiscal years ended October 31, 2017 and 2016, the Company made, stock-based compensation awards under its 2017 Equity Incentive Plan (the “2017 Plan”), 2016 Equity Incentive Plan (the “2016 Plan”), 2014 Equity Incentive Plan (the “2014 Plan”) and its Amended and Restated 2004 Employee, Director and Consultant Incentive Plan (the “2004 Plan”). 2017 Plan On December 1, 2016, the Company’s Board of Directors (the “Board”) approved the Company’s 2017 Equity Incentive Plan (the “2017 Plan”). The purpose of the 2017 Plan is to promote the success of the Company and to increase stockholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees, consultants and other eligible persons. The 2017 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights and other types of stock-based awards to the Company’s employees, officers, directors and consultants. The Compensation Committee of the Board will administer the 2017 Plan, including determining which eligible participants will receive awards, the number of shares of common stock subject to the awards and the terms and conditions of such awards. Up to 7,300,000 (increased from 3,450,000 in October 2017) shares of common stock are issuable pursuant to awards under the 2017 Plan. Unless earlier terminated by the Board, the 2017 Plan shall terminate at the close of business on December 1, 2026. 2016 Plan In the fiscal year ended October 31, 2016, the Company adopted the 2016 Plan, an omnibus equity incentive plan administered by the Company’s board of directors, or by one or more committees of directors appointed by the Board, pursuant to which the Company may issue up to 666,665 shares of the Company’s common stock under equity-linked awards to certain officers, employees, directors and consultants. The 2016 Plan permits the grant of stock options, including incentive stock options and nonqualified stock options, stock appreciation rights, restricted shares, restricted share units, cash awards, or other awards, whether at a fixed or variable price, upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof. As of October 31, 2017, the Company had zero shares available for future issuances under the 2016 Plan. 2014 Plan In the fiscal year ended October 31, 2015, the Company adopted the 2014 Plan, an omnibus equity incentive plan administered by the Company’s board of directors, or by one or more committees of directors appointed by the Board, pursuant to which the Company may issue up to 375,000 shares of the Company’s common stock under equity-linked awards to certain officers, employees, directors and consultants. The 2014 Plan permits the grant of stock options, including incentive stock options and nonqualified stock options, stock appreciation rights, restricted shares, restricted share units, cash awards, or other awards, whether at a fixed or variable price, upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof. As of October 31, 2017, the Company had approximately 83,262 shares available for future issuances under the 2014 Plan. 2004 Plan The 2004 Plan covers employees, directors and consultants and also provides for the issuance of restricted stock, non-qualified stock options, incentive stock options and other awards under terms determined by the Company. In April 2014, the Company’s stockholders and Board of Directors approved an amendment to the Plan to increase the number of common shares available for issuance under the Plan by 71,429 shares. As of October 31, 2017, the Company had approximately 19,217 shares available for future issuances under the 2004 Plan. Stock Options Employee stock-option activity in the fiscal year ended October 31, 2017: Number of shares Weighted-Average Exercise Price Outstanding, October 31, 2015 97,771 $ 16.81 Granted 347,010 $ 4.84 Forfeited (12,258 ) $ 36.97 Exercised (31,657 ) $ 4.08 Expired (17,656 ) $ 30.72 Outstanding - October 31, 2016 383,210 $ 5.74 Granted 3,482,000 $ 6.29 Exercised (268,847 ) $ 4.84 Forfeited (70,833 ) 6.42 Outstanding - October 31, 2017 3,525,530 $ 6.34 Options exercisable, October 31, 2017 1,415,440 $ 4.26 Weighted-average grant date fair value of options granted during the year $ 4.28 Non-employee stock option activity in the fiscal year ended October 31, 2017: Number of shares Weighted-Average Exercise Price Outstanding - October 31, 2016 - $ - Granted 293,000 $ 19.61 Outstanding - October 31, 2017 293,000 $ 19.61 Options exercisable - October 31, 2017 26,667 $ 6.87 Stock options are generally granted to employees or non-employees at exercise prices equal to the fair market value of the Company’s stock at the dates of grant. Stock options generally vest over one to three years and have a term of five to ten years. The total fair value of employee options granted during the year ended October 31, 2017 was approximately $14.9 million. The grant date fair value of non-employee option granted was approximately $4.0 million. The intrinsic value of options outstanding at October 31, 2017 was $70.7 million. The intrinsic value of options exercised during the fiscal year ended October 31, 2017 was $3.2 million. The weighted average remaining contractual term of outstanding and exercisable options at October 31, 2017 was 9.2 years and 9.0 years, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following range of assumptions for the years ended October 31: October 31, 2017 2016 Risk free annual interest rate 1.64%-2.43 % 1.03%-1.73 % Expected volatility 71.65-86.48 % 77.49-81.91 % Expected term of options (years) 5.04-6.01 2.75-5.26 Assumed dividends - - The fair value of employee and non-employee stock option grants is amortized over the vesting period of, generally, one to three years. As of October 31, 2017, there was approximately $12.2 million of unrecognized compensation cost related to non-vested employee and non-employee stock option awards, which is expected to be recognized over a remaining weighted-average vesting period of 0.7 year. Restricted-stock activity for employees and non-employees in the fiscal year ended October 31, 2017: Number of shares Weighted-Average Grant-Date Unvested, October 31, 2015 230,799 $ 7.47 Granted 356,666 $ 5.14 Vested (312,636 ) $ 6.10 Unvested - October 31, 2016 274,829 $ 6.00 Granted 1,057,500 $ 4.80 Vested (1,105,197 ) $ 4.47 Unvested - October 31, 2017 227,132 $ 7.83 The total fair value of restricted stock vested during the year ended October 31, 2017 was approximately $5.1 million. The value of restricted stock grants is measured based on the fair market value of the Company’s common stock on the date of grant and amortized over the vesting period of, generally, six months to three years. As of October 31, 2017, there was approximately $1.3 million of unrecognized compensation cost related to unvested restricted stock awards, which is expected to be recognized over a remaining weighted-average vesting period of 0.4 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Oct. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. INCOME TAXES The provision (benefit) for income taxes for the years ended October 31, 2017 and 2016 consisted of (in thousands): 2017 2016 Current: Federal $ - $ - State - (3) Deferred: Federal (2,679 ) (1,709 ) State (304 ) (692 ) Impact of change in effective tax rates on deferred taxes - - Change in: valuation allowance 2,983 2,404 $ - $ - The difference between income taxes computed at the statutory federal rate and the provision for income taxes for 2017 and 2016 related to the following (in thousands, except percentages): 2017 2016 Amount Percent of Pretax Income Amount Percent of Pretax Income Tax (benefit) at federal statutory rate $ (44,283 ) 34 % $ (1,577 ) 34 % State income taxes, net of federal income taxes (304 ) - % (695 ) 15 % Effect of warrant liability (74 ) - % (84 ) 2 % Effect of other permanent items (82 ) - % 144 (3 )% Change in valuation allowance 2,983 (2 )% 2,401 (52 )% Effect of Acquisition of intangible assets 35,595 (27 )% - - % Effect of stock compensation 3,147 (3 )% - - % Reduction of NOL’s due to Section 382 Limitations 3,018 (2 )% - - % $ - - % $ - - % The components of deferred income tax assets (liabilities) were as follows (in thousands): October 31, 2017 2016 Impairment of development costs $ - $ 641 Depreciation and amortization 95 224 Impairment of inventory - - Compensation expense not deductible until options are exercised 4,553 1,116 All other temporary differences 248 629 Net operating loss carry forward 3,158 2,461 Less valuation allowance (8,054 ) (5,071 ) Deferred tax asset $ - $ - Realization of deferred tax assets, including those related to net operating loss carryforwards, are dependent upon future earnings, if any, of which the timing and amount are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. Based upon the Company’s current operating results management cannot conclude that it is more likely than not that such assets will be realized. Utilization of the Company’s net operating loss carryforwards maybe subject to a substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code. The annual limitations may result in the expiration of net operating loss carryforwards before utilization. The net operating loss carryforwards available for income tax purposes at October 31, 2017 amount to approximately $7.9 million, and expire between 2026 and 2036 for federal income taxes, and approximately $7.9 million for state income taxes, which primarily expire between 2017 and 2023. The Company files income tax returns in the U.S. and various states. As of October 31, 2017, the Company had no unrecognized tax benefits, which would impact its tax rate if recognized. As of October 31, 2017, the Company had no accrual for the potential payment of penalties. As of October 31, 2017, the Company was not subject to any U.S. federal and state tax examinations. The Company’s U.S. federal tax returns have been examined for tax years through 2011, with the results of such examinations being reflected in the Company’s results of operations as of October 31, 2013. The Company does not anticipate any significant changes in its unrecognized tax benefits over the next 12 months. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Oct. 31, 2017 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 11. LOSS PER SHARE Shares of common stock issuable under convertible preferred stock, warrants and options and unvested shares subject to restricted stock grants were not included in the calculation of diluted earnings per common share for the years ended October 31, 2017 and 2016, as the effect of their inclusion would be anti-dilutive. For periods when shares of participating preferred stock (As defined in ASC 260 earnings per share) are outstanding, the two-class method is used to calculate basic and diluted earnings (loss) per common share. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Under the two-class method, basic earnings (loss) per common share is computed by dividing net earnings (loss) attributable to common share after allocation of earnings to participating securities by the weighted-average number of shares of common stock outstanding during the year. Diluted earnings (loss) per common share, when applicable, is computed using the more dilutive of the two-class method or the if-converted method. In periods of net loss, no effect is given to participating securities since they do not contractually participate in the losses of the Company. The table below provides total potential shares outstanding, including those that are anti-dilutive: October 31, 2017 2016 Shares issuable upon conversion of preferred stock 9,307,904 2,783,000 Shares issuable upon exercise of warrants 322,727 187,500 Shares issuable upon exercise of stock options 3,818,530 382,020 Non-vested shares under restricted stock grants 227,132 274,832 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Oct. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. COMMITMENTS AND CONTINGENCIES Contingencies On February 26, 2015, a complaint for patent infringement was filed in the United States District Court for the Eastern District of Texas by Richard Baker, an individual residing in Australia, against Microsoft, Nintendo, the Company and a number of other game publisher defendants. The complaint alleges that the Company’s Zumba Fitness Kinect game infringed plaintiff’s patents in motion tracking technology. The plaintiff is representing himself pro se in the litigation and is seeking monetary damages in the amount of $1.3 million. The Company, in conjunction with Microsoft, is defending itself against the claim and has certain third-party indemnity rights from developers for costs incurred in the litigation. In August 2015, the defendants jointly moved to transfer the case to the Western District of Washington. On May 17, 2016, the Washington Court issued a scheduling order that provides that defendants leave to jointly file an early motion for summary judgement in June 2016. On June 17, 2016, the defendants jointly filed a motion for summary judgment that stated that none of the defendants, including the Company, infringed upon the asserted patent. On July 9, 2016, Mr. Baker opposed the motion. On July 15, 2016, the defendants jointly filed a reply. The briefing on the motion is now closed. The Court has not yet issued a decision or indicated if or when there will be oral argument on the motion. In addition to the item above, the Company at times may be a party to claims and suits in the ordinary course of business. We record a liability when it is both probable that a liability has been incurred and the amount of the loss or range of loss can be reasonably estimated. The Company has not recorded a liability with respect to the matter above. While the Company believes that it has valid defenses with respect to the legal matter pending and intends to vigorously defend the matter above, given the uncertainty surrounding litigation and our inability to assess the likelihood of a favorable or unfavorable outcome, it is possible that the resolution of the matter could have a material adverse effect on our consolidated financial position, cash flows or results of operations. Commitments The Company leases office space in Hazlet, New Jersey at a cost of approximately $1,100 per month under a lease agreement that expires on March 31, 2018. The Company also leases space in Salt Lake City, Utah at a cost of approximately $24,044 per month under a lease agreement that expires on March 31, 2018. On December 27, 2017, the Company signed a five-year lease with one five-year option to renew on approximately 178,528 rentable square feet. The base rent for the first year of the lease is $1,178,285 and escalates at the rate of 3% per annum thereafter. Rent expense for the years ended October 31, 2017 and 2016 was approximately $222,000 and $20,000, respectively. The Company has entered into employment agreements with key executives that contain severance terms and change of control provisions. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Oct. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. RELATED PARTY TRANSACTIONS In January 2015, the Company entered into an agreement with Equity Stock Transfer for transfer agent services. A former Board member of the Company is a co-founder and chief executive officer of Equity Stock Transfer. Fees under the agreement were approximately $2,000 for each of the years ended October 31, 2017 and 2016. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Oct. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 14. DISCONTINUED OPERATIONS On July 31, 2015, the Company transferred to Zift Interactive LLC (“Zift”), a newly-formed subsidiary, certain rights under certain of its publishing licenses related to developing, publishing and distributing video game products through retail distribution for a term of one year. The Company transferred Zift to its former chief executive officer, Jesse Sutton. In exchange, the Company received Mr. Sutton’s resignation from the position of chief executive officer of the Company, including waiver of any severance payments and the execution of a separation agreement, together with his agreement to serve as a consultant to the Company. In addition, Zift will pay the Company a specified percent of its net revenue from retail sales on a quarterly basis. In addition, the Company entered into a conveyance agreement with Zift under which it assigned to Zift certain assets used in the retail business and Zift agreed to assume and indemnify the Company for liabilities and claims related to the retail business, including customer claims for price protection and promotional allowances. The assets transferred to Zift included cash in an amount of $800,000, of which $400,000 was transferred immediately and the remaining $400,000 was payable by the Company in twelve equal consecutive monthly installments of $33,000 commencing August 1, 2015, and certain accounts receivable and inventory with an aggregate carrying value of approximately $87,000. On June 23, 2017, the Company sold Majesco Sub to Zift (the “Purchaser”) pursuant to a purchase agreement (the “Purchase Agreement”). Pursuant to the terms of the Purchase Agreement, the Company sold to the Purchaser 100% of the issued and outstanding shares of common stock of Majesco Sub, including all of the right, title and interest in and to Majesco Sub’s business of developing, publishing and distributing video game products through mobile and online digital downloading. Pursuant to the terms of the Purchase Agreement, the Company will receive total cash consideration of $100,000 ($5,000 upon signing the Purchase Agreement and 19 additional monthly payments of $5,000) plus contingent consideration based on net revenues with a fair value of $0. The Company received $25,000 in cash consideration as of October 31, 2017. The Company recorded a gain of $100,000 on the sale of Majesco Sub, calculated as the difference between the $100,000 in non-contingent consideration and the net carrying amount of Majesco Sub, which was $0. The gain on the sale of Majesco Sub may be adjusted in future periods by the contingent consideration, based upon the achievement of pre-determined revenue milestones of more than $50,000 per month. The sale of Majesco Sub, classified in the Company’s video games segment, qualifies as a discontinued operation as the sale represents a strategic shift that has (or will have) a major effect on operations and financial results. The results of operations from the discontinued business for the years ended October 31, 2017 and 2016 are as follows (in thousands): For the Years Ended October 31, 2017 2016 Revenues $ 558 $ 1,542 Expenses 1,007 2,349 Loss from discontinued operations $ (449 ) $ (807 ) Gain on sale of discontinued operations $ 100 $ - The assets and liabilities related to the discontinued operations as of October 31, 2017 and October 31, 2016 are as follows (in thousands): October 31, 2017 October 31, 2016 Current assets related to discontinued operations Accounts receivable $ - $ 113 Capitalized software development costs and license fees - 50 $ - $ 163 Current liabilities related to discontinued operations Accounts payable and accrued expenses $ - $ 810 $ - $ 810 The cash flows from the discontinued business for the years ended October 31, 2017 and 2016 are as follows (in thousands): For the Years Ended October 31, 2017 2016 CASH FLOWS FROM OPERATING ACTIVITIES Net loss from discontinued operations $ (349 ) $ (807 ) Adjustments to reconcile net loss from discontinued operations to net cash used in discontinued operating activities: Depreciation and amortization 11 27 Stock based compensation expense 1,118 1,100 Amortization of capitalized software development costs and license fees 50 150 Gain on sale of Majesco Sub (100 ) - Changes in operating assets and liabilities: Accounts receivable 113 170 Capitalized software development costs and license fees - (21 ) Accounts payable and accrued expenses (810 ) (487 ) Payable to Zift - (19 ) Net cash provided by discontinued operating activities $ 33 $ 113 CASH FLOWS FROM INVESTING ACTIVITIES Cash received from sale of Majesco Sub $ 25 $ - Net cash provided by discontinued investing activities $ 25 $ - |
Employee Retirement Plan
Employee Retirement Plan | 12 Months Ended |
Oct. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee Retirement Plan | 15. EMPLOYEE RETIREMENT PLAN The Company has a defined contribution 401(k) plan covering all eligible employees. The Company had no charge to operations for contributions to the retirement plan for the years ended October 31, 2017 and 2016. Certain stockholders and key employees of the Company serve as trustees of the plan. The Company believes that the operation of its 401k plan may not be in compliance with certain plan provisions. The Company is currently assessing what corrective actions may be needed to be taken to bring the plan back into compliance. The Company has recorded a liability for the estimated cost of correcting any plan deficiencies, including additional plan contributions, if required. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Oct. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. SUBSEQUENT EVENTS Executive Employment Agreements On November 10, 2017, the Company, entered into new executive employment agreements, effective as of November 10, 2017 (the “Effective Date”) with each of Dr. Denver Lough, Dr. Edward Swanson, John Stetson and Cameron Hoyler, as further described below. Dr. Lough On November 10, 2017, the Company entered into a new executive employment agreement (the “Lough Agreement”) with Dr. Lough, effective as of the Effective Date, providing for the continuation of his role as the Chief Executive Officer and Chief Scientific Officer of the Company for a term of three years, which term shall be shall be automatically renewed for successive one year periods thereafter unless either party provides the other party with written notice of his or its intention not to renew the Lough Agreement at least three months prior to the expiration of the initial term. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Oct. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation. |
Cash and Cash Equivalents | Cash and cash equivalents. |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses. |
Property and Equipment | Property and Equipment. |
Income Taxes | Income Taxes. |
Stock Based Compensation | Stock Based Compensation. The fair value for options issued is estimated at the date of grant using a Black-Scholes option-pricing model. The risk-free rate is derived from the U.S. Treasury yield curve in effect at the time of the grant. The volatility factor is determined based on the Company’s historical stock prices. The value of restricted stock grants is measured based on the fair market value of the Company’s common stock on the date of grant and amortized over the vesting period of, generally, six months to three years. The accounting for non-employee options and restricted stock is similar to that of employees, however, unlike employee options and restricted stock, the measurement date is not the grant date. The measurement date is the vest date. Until the options or shares vest, they are re-measured (re-valued) each reporting period and the expense marked up or marked down accordingly. |
Loss Per Share | Loss Per Share. |
Commitments and Contingencies | Commitments and Contingencies. |
Accounting for Warrants | Accounting for Warrants |
Change in Fair Value of Derivatives | Change in Fair Value of Derivatives. |
Reclassifications | Reclassifications. |
Estimates | Estimates. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business |
Recent Accounting Pronouncements | Recent Accounting Pronouncements. In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842), Leases (Topic 840) In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815) I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception, In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, a new accounting standard that requires recognition of revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. The FASB has also issued several updates to ASU 2014-09. The new standard supersedes U.S. GAAP guidance on revenue recognition and requires the use of more estimates and judgments than the present standards. It also requires additional disclosures regarding the nature, amount, timing and uncertainty of cash flows arising from contracts with customers. Topic 606 is effective for our fiscal year 2019 beginning on November 1, 2018. We are still evaluating the overall effect that the standard will have on our consolidated financial statements and accompanying notes to the consolidated financial statements. |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Oct. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assumptions of Warrants and Embedded Conversion Feature | Common Warrants Series F Conversion Feature September 20, 2017 October 31, 2017 September 20, 2017 October 31, 2017 Stock price $ 25.69 $ 25.87 $ 25.69 $ 25.87 Exercise price $ 30.00 $ 30.00 $ 27.50 $ 27.50 Risk-free rate 1.450 % 1.581 % 1.450 % 1.581 % Volatility 94.9 % 96.0 % 94.9 % 96.0 % Term 2.00 1.89 2.00 1.89 |
Schedule of Fair Value of Financial Instruments Measured on Recurring Basis | The fair value hierarchy of financial instruments, measured at fair value on a recurring basis on the consolidated balance sheets as of October 31, 2017 and 2016 is as follows (in thousands): Fair Value Measurement as of October 31, 2017 Level 1 Level 2 Level 3 Total Liabilities Warrant liability $ - $ - $ 4,256 $ 4,256 Derivative liability - - 9,246 9,246 Total $ - $ - $ 13,502 $ 13,502 Fair Value Measurement as of October 31, 2016 Level 1 Level 2 Level 3 Total Liabilities Warrant liability $ - $ - $ 70 $ 70 Total $ - $ - $ 70 $ 70 |
Schedule of Changes in Estimated Fair Value for Level 3 Classified Derivative Warrant Liability | The following table sets forth the changes in the estimated fair value for our Level 3 classified derivative warrant liability (in thousands): 2016 Common Stock Offering Warrant Liability 2017 Series F Preferred Stock - Warrant Liability 2017 Series F Preferred Stock - Embedded Derivative Total Warrant and Derivative Liability Fair value – November 1, 2015 $ - $ - $ - $ - Additions 318 - - 318 Change in fair value (248 ) - - (248 ) Fair value – October 31, 2016 70 - - 70 Exchanged - January 18, 2017 (see Note 8) (78 ) - - (78 ) Additions - 4,300 9,319 13,619 Change in fair value 8 (44 ) (73 ) (109 ) Fair value – October 31, 2017 $ - $ 4,256 $ 9,246 $ 13,502 |
Prepaid Expenses and Other Cu25
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Oct. 31, 2017 | |
Prepaid Expenses And Other Current Assets | |
Schedule of Prepaid Expenses and Other Current Assets | The following table presents the major components of prepaid expenses and other current assets (in thousands): October 31, 2017 October 31, 2016 Legal retainer $ 15 $ - Prepaid insurance 69 22 Tax receivable - 18 Other prepaids 126 - Deposits 26 - Other assets 1 7 Total prepaid expenses and other current assets $ 237 $ 47 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Oct. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The following table presents the components of property and equipment, net (in thousands): October 31, 2017 October 31, 2016 Medical equipment $ 2,418 $ - Computers and software 211 61 Furniture and equipment 30 78 Total property and equipment, gross 2,659 139 Accumulated depreciation (486 ) (121 ) Total property and equipment, net $ 2,173 $ 18 |
Schedule of Depreciation Expense | Depreciation expense for the years ended October 31, 2017 and 2016 is as follows (in thousands): For the Years Ended October 31, 2017 2016 General and administrative expense: Continuing operations $ 1 $ - Discontinued operations 11 27 12 27 Research and development expense: Continuing operations 431 - Total depreciation expense $ 443 $ 27 |
Accounts Payable and Accrued 27
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Oct. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | The following table presents the major components of accounts payable and accrued expenses (in thousands): October 31, 2017 October 31, 2016 Accounts payable $ 25 $ - Due to Zift 36 - Medical study and supplies 362 - Medical equipment purchase 54 - Salaries and other compensation 574 463 Legal and accounting 555 - Other accruals 333 11 Total accounts payable and accrued expenses $ 1,939 $ 474 |
Preferred Shares and Common S28
Preferred Shares and Common Shares (Tables) | 12 Months Ended |
Oct. 31, 2017 | |
Equity [Abstract] | |
Schedule of Convertible Preferred Stock | Convertible preferred stock as of October 31, 2017 consisted of the following (in thousands, except share amounts): Shares Authorized Shares Issued and Outstanding Net Carrying Value Aggregate Liquidation Preference Common Shares Issuable Upon Conversion Series A 8,830,000 3,146,671 $ 769 $ 2,140 713,245 Series B 54,250 47,689 4,020 - 794,806 Series C 26,000 2,578 201 - 59,953 Series D 170,000 26,667 312 - 44,445 Series E 7,050 7,050 104,693 - 7,050,000 Series F 6,455 6,455 4,541 17,750 645,455 Other authorized, unissued 906,245 - - - - Total 10,000,000 3,237,110 $ 114,536 $ 19,890 9,307,904 Convertible preferred stock as of October 31, 2016 consisted of the following (in thousands, except share amounts): Shares Authorized Shares Issued and Outstanding Net Carrying Value Aggregate Liquidation Preference Common Shares Issuable Upon Conversion Series A 8,830,000 7,138,158 $ 1,745 $ 4,854 1,189,693 Series B 54,250 54,201 4,569 - 903,362 Series C 26,000 25,763 2,010 - 429,392 Series D 170,000 156,332 1,829 - 260,553 Other authorized, unissued 919,750 - - - - Total 10,000,000 7,374,454 $ 10,153 $ 4,854 2,783,000 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Oct. 31, 2017 | |
Schedule of Share-based Compensation Related to Restricted Stock Awards and Stock Options | In the years ended October 31, 2017 and 2016, the Company recorded stock-based compensation expense related to restricted stock awards and stock options as follows (in thousands): For the Years Ended October 31, 2017 2016 General and administrative expense: Continuing operations $ 14,869 $ 2,042 Discontinued operations 1,118 1,100 15,987 3,142 Research and development expense: Continuing operations 1,758 - Total stock-based compensation expense $ 17,745 $ 3,142 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following range of assumptions for the years ended October 31: October 31, 2017 2016 Risk free annual interest rate 1.64%-2.43 % 1.03%-1.73 % Expected volatility 71.65-86.48 % 77.49-81.91 % Expected term of options (years) 5.04-6.01 2.75-5.26 Assumed dividends - - |
Schedule of Share-based Compensation, Restricted Stock Activity | Restricted-stock activity for employees and non-employees in the fiscal year ended October 31, 2017: Number of shares Weighted-Average Grant-Date Unvested, October 31, 2015 230,799 $ 7.47 Granted 356,666 $ 5.14 Vested (312,636 ) $ 6.10 Unvested - October 31, 2016 274,829 $ 6.00 Granted 1,057,500 $ 4.80 Vested (1,105,197 ) $ 4.47 Unvested - October 31, 2017 227,132 $ 7.83 |
Employee Stock Option [Member] | |
Schedule of Share-based Compensation, Stock Options, Activity | Employee stock-option activity in the fiscal year ended October 31, 2017: Number of shares Weighted-Average Exercise Price Outstanding, October 31, 2015 97,771 $ 16.81 Granted 347,010 $ 4.84 Forfeited (12,258 ) $ 36.97 Exercised (31,657 ) $ 4.08 Expired (17,656 ) $ 30.72 Outstanding - October 31, 2016 383,210 $ 5.74 Granted 3,482,000 $ 6.29 Exercised (268,847 ) $ 4.84 Forfeited (70,833 ) 6.42 Outstanding - October 31, 2017 3,525,530 $ 6.34 Options exercisable, October 31, 2017 1,415,440 $ 4.26 Weighted-average grant date fair value of options granted during the year $ 4.28 |
Non-Employee Stock Option [Member] | |
Schedule of Share-based Compensation, Stock Options, Activity | Non-employee stock option activity in the fiscal year ended October 31, 2017: Number of shares Weighted-Average Exercise Price Outstanding - October 31, 2016 - $ - Granted 293,000 $ 19.61 Outstanding - October 31, 2017 293,000 $ 19.61 Options exercisable - October 31, 2017 26,667 $ 6.87 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Oct. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision (benefit) for income taxes for the years ended October 31, 2017 and 2016 consisted of (in thousands): 2017 2016 Current: Federal $ - $ - State - (3) Deferred: Federal (2,679 ) (1,709 ) State (304 ) (692 ) Impact of change in effective tax rates on deferred taxes - - Change in: valuation allowance 2,983 2,404 $ - $ - |
Schedule of Statutory Federal Rate and Provision for Income Tax | The difference between income taxes computed at the statutory federal rate and the provision for income taxes for 2017 and 2016 related to the following (in thousands, except percentages): 2017 2016 Amount Percent of Pretax Income Amount Percent of Pretax Income Tax (benefit) at federal statutory rate $ (44,283 ) 34 % $ (1,577 ) 34 % State income taxes, net of federal income taxes (304 ) - % (695 ) 15 % Effect of warrant liability (74 ) - % (84 ) 2 % Effect of other permanent items (82 ) - % 144 (3 )% Change in valuation allowance 2,983 (2 )% 2,401 (52 )% Effect of Acquisition of intangible assets 35,595 (27 )% - - % Effect of stock compensation 3,147 (3 )% - - % Reduction of NOL’s due to Section 382 Limitations 3,018 (2 )% - - % $ - - % $ - - % |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred income tax assets (liabilities) were as follows (in thousands): October 31, 2017 2016 Impairment of development costs $ - $ 641 Depreciation and amortization 95 224 Impairment of inventory - - Compensation expense not deductible until options are exercised 4,553 1,116 All other temporary differences 248 629 Net operating loss carry forward 3,158 2,461 Less valuation allowance (8,054 ) (5,071 ) Deferred tax asset $ - $ - |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Oct. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Anti-dilutive Potential Shares Outstanding Activity | The table below provides total potential shares outstanding, including those that are anti-dilutive: October 31, 2017 2016 Shares issuable upon conversion of preferred stock 9,307,904 2,783,000 Shares issuable upon exercise of warrants 322,727 187,500 Shares issuable upon exercise of stock options 3,818,530 382,020 Non-vested shares under restricted stock grants 227,132 274,832 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Oct. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Assets and Liabilities of Discontinued Operations | The results of operations from the discontinued business for the years ended October 31, 2017 and 2016 are as follows (in thousands): For the Years Ended October 31, 2017 2016 Revenues $ 558 $ 1,542 Expenses 1,007 2,349 Loss from discontinued operations $ (449 ) $ (807 ) Gain on sale of discontinued operations $ 100 $ - The assets and liabilities related to the discontinued operations as of October 31, 2017 and October 31, 2016 are as follows (in thousands): October 31, 2017 October 31, 2016 Current assets related to discontinued operations Accounts receivable $ - $ 113 Capitalized software development costs and license fees - 50 $ - $ 163 Current liabilities related to discontinued operations Accounts payable and accrued expenses $ - $ 810 $ - $ 810 The cash flows from the discontinued business for the years ended October 31, 2017 and 2016 are as follows (in thousands): For the Years Ended October 31, 2017 2016 CASH FLOWS FROM OPERATING ACTIVITIES Net loss from discontinued operations $ (349 ) $ (807 ) Adjustments to reconcile net loss from discontinued operations to net cash used in discontinued operating activities: Depreciation and amortization 11 27 Stock based compensation expense 1,118 1,100 Amortization of capitalized software development costs and license fees 50 150 Gain on sale of Majesco Sub (100 ) - Changes in operating assets and liabilities: Accounts receivable 113 170 Capitalized software development costs and license fees - (21 ) Accounts payable and accrued expenses (810 ) (487 ) Payable to Zift - (19 ) Net cash provided by discontinued operating activities $ 33 $ 113 CASH FLOWS FROM INVESTING ACTIVITIES Cash received from sale of Majesco Sub $ 25 $ - Net cash provided by discontinued investing activities $ 25 $ - |
Principal Business Activity a33
Principal Business Activity and Basis of Presentation (Details Narrative) - USD ($) | Jun. 23, 2017 | Apr. 07, 2017 | Oct. 31, 2017 | Oct. 31, 2016 |
Convertible preferred stock, shares authorized | 9,993,545 | 9,993,545 | ||
Cash consideration received | $ 25,000 | |||
Remaining balance on cash receivable | $ 75,000 | |||
Majesco to Zift [Member] | ||||
Common stock issued, outstanding percentage | 100.00% | |||
Cash consideration | $ 100,000 | |||
Additional monthly payments | 5,000 | |||
Net revenue | $ 0 | |||
Series E Preferred Shares [Member] | ||||
Convertible preferred stock, shares authorized | 7,050 | |||
Number of convertible into an aggregate shares of common stock | 7,050,000 | |||
Number of convertible into an aggregate value of common stock | $ 104,700,000 | |||
Number of preferred stock convertible into common stock | 7,050,000 | |||
Common stock closing price per share | $ 14.85 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Apr. 30, 2017 | Oct. 31, 2017 | Oct. 31, 2016 | |
Property and equipment, estimated useful lives | 5 years | ||
Research and development expenses | $ 1,800 | $ 7,107 | |
Minimum [Member] | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | ||
Maximum [Member] | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | ||
Restricted Stock [Member] | Minimum [Member] | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 6 months | ||
Restricted Stock [Member] | Maximum [Member] | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Negative cash flows from continuing operations | $ (7,616) | $ (1,879) |
Fair Value (Details Narrative)
Fair Value (Details Narrative) - USD ($) | Jan. 18, 2017 | Apr. 19, 2016 | Sep. 30, 2017 | Oct. 31, 2017 | Oct. 31, 2016 |
Number of warrant to purchase shares of common stock | 187,500 | ||||
Warrant exercisable price per share | $ 6.90 | ||||
Warrant expiry date | Apr. 19, 2018 | ||||
Fair value of warrants | $ 78,000 | $ 4,300,000 | $ 70,000 | ||
Stock price | $ 3.62 | $ 3.58 | |||
Risk-free rate | 0.97% | 0.75% | |||
Expected volatility | 68.00% | 61.00% | |||
Embedded conversion feature | 9,300,000 | ||||
Series F Preferred Stock [Member] | |||||
Number of warrant to purchase shares of common stock | 322,727 | ||||
Warrant exercisable price per share | $ 30 | ||||
Fair value of warrants | $ 4,300,000 | ||||
Warrants terms | 2 years |
Fair Value - Schedule of Fair V
Fair Value - Schedule of Fair Value Assumptions of Warrants and Embedded Conversion Feature (Details) - $ / shares | Sep. 20, 2017 | Jan. 18, 2017 | Oct. 31, 2017 | Oct. 31, 2016 |
Stock Price | $ 3.62 | $ 3.58 | ||
Risk-free rate | 0.97% | 0.75% | ||
Volatility | 68.00% | 61.00% | ||
Common Warrant [Member] | ||||
Stock Price | $ 25.69 | $ 25.87 | ||
Exercise price | $ 30 | $ 30 | ||
Risk-free rate | 1.45% | 1.581% | ||
Volatility | 94.90% | 96.00% | ||
Term | 2 years | 1 year 10 months 21 days | ||
Series F Conversion Feature [Member] | ||||
Stock Price | $ 25.69 | $ 25.87 | ||
Exercise price | $ 27.50 | $ 27.50 | ||
Risk-free rate | 1.45% | 1.581% | ||
Volatility | 94.90% | 96.00% | ||
Term | 2 years | 1 year 10 months 21 days |
Fair Value - Schedule of Fair38
Fair Value - Schedule of Fair Value of Financial Instruments Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Oct. 31, 2017 | Oct. 31, 2016 |
Warrant liability | $ 4,256 | $ 70 |
Derivative liability | 9,246 | |
Total | 13,502 | 70 |
Level 1 [Member] | ||
Warrant liability | ||
Derivative liability | ||
Total | ||
Level 2 [Member] | ||
Warrant liability | ||
Derivative liability | ||
Total | ||
Level 3 [Member] | ||
Warrant liability | 4,256 | 70 |
Derivative liability | 9,246 | |
Total | $ 13,502 | $ 70 |
Fair Value - Changes in Estimat
Fair Value - Changes in Estimated Fair Value for Level 3 Classified Derivative Warrant Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Fair value at the beginning of period | $ 70 | |
Additions | 13,619 | 318 |
Change in fair value | (109) | (248) |
Exchanged - January 18, 2017 (see Note 8) | (78) | |
Fair value at the end of period | 13,502 | 70 |
2016 Common Stock Offering Warrant Liability [Member] | ||
Fair value at the beginning of period | 70 | |
Additions | 318 | |
Change in fair value | 8 | (248) |
Exchanged - January 18, 2017 (see Note 8) | (78) | |
Fair value at the end of period | 70 | |
2017 Series F Preferred Stock Warrant Liability [Member] | ||
Fair value at the beginning of period | ||
Additions | 4,300 | |
Change in fair value | (44) | |
Exchanged - January 18, 2017 (see Note 8) | ||
Fair value at the end of period | 4,256 | |
2017 Series F Preferred Stock Embedded Derivative [Member] | ||
Fair value at the beginning of period | ||
Additions | 9,319 | |
Change in fair value | (73) | |
Exchanged - January 18, 2017 (see Note 8) | ||
Fair value at the end of period | $ 9,246 |
Prepaid Expenses and Other Cu40
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2017 | Oct. 31, 2016 |
Prepaid Expenses And Other Current Assets | ||
Legal retainer | $ 15 | |
Prepaid insurance | 69 | 22 |
Tax receivable | 18 | |
Other prepaids | 126 | |
Deposits | 26 | |
Other assets | 1 | 7 |
Total prepaid expenses and other current assets | $ 237 | $ 47 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Oct. 31, 2017 | Oct. 31, 2016 |
Property, Plant and Equipment [Abstract] | ||
Medical equipment | $ 2,418 | |
Computers and software | 211 | 61 |
Furniture and equipment | 30 | 78 |
Total property and equipment, gross | 2,659 | 139 |
Accumulated depreciation | (486) | (121) |
Total property and equipment, net | $ 2,173 | $ 18 |
Property and Equipment, Net -42
Property and Equipment, Net - Schedule of Depreciation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
General and administrative expense, continuing operations | $ 14,869 | $ 2,042 |
General and administrative expense, discontinued operations | 1,118 | 1,100 |
General and administrative expense, continuing operations and discontinued operations | 15,987 | 3,142 |
Research and development expense, continuing operations | 1,758 | |
Depreciation [Member] | ||
General and administrative expense, continuing operations | 1 | |
General and administrative expense, discontinued operations | 11 | 27 |
General and administrative expense, continuing operations and discontinued operations | 12 | 27 |
Research and development expense, continuing operations | 431 | |
Total depreciation expense | $ 443 | $ 27 |
Accounts Payable and Accrued 43
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Oct. 31, 2017 | Oct. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 25 | |
Due to Zift | 36 | |
Medical study and supplies | 362 | |
Medical equipment purchase | 54 | |
Salaries and other compensation | 574 | 463 |
Legal and accounting | 555 | |
Other accruals | 333 | 11 |
Total accounts payable and accrued expenses | $ 1,939 | $ 474 |
Preferred Shares and Common S44
Preferred Shares and Common Shares (Details Narrative) - USD ($) | Sep. 20, 2017 | Apr. 07, 2017 | Jan. 18, 2017 | Dec. 16, 2016 | Apr. 13, 2016 | Jan. 06, 2016 | Jan. 04, 2016 | Sep. 30, 2017 | Oct. 31, 2017 | Oct. 31, 2016 | Sep. 18, 2017 | Apr. 19, 2016 |
Convertible preferred stock, shares authorized | 9,993,545 | 9,993,545 | ||||||||||
Sales of stock | $ 25,000 | |||||||||||
Warrant exercise price per share | $ 6.90 | |||||||||||
Preferred stock value | 109,995,000 | $ 10,153,000 | ||||||||||
Fair value of warrants | $ 78,000 | $ 4,300,000 | $ 70,000 | |||||||||
Common stock, par value | $ 0.001 | $ .001 | ||||||||||
Proceeds from sale of common stock | $ 2,278,000 | |||||||||||
Number of common stock value issued | $ 1,406,000 | |||||||||||
Accredited Investors [Member] | ||||||||||||
Number of common stock shares issued | 56,250 | 250,000 | ||||||||||
Sale of stock price, per share | $ 3 | |||||||||||
Warrants to purchase shares of common stock | 187,500 | 187,500 | ||||||||||
Sale of common stock issued, shares | 759,333 | |||||||||||
Proceeds from sale of common stock | $ 2,300,000 | |||||||||||
Reverse stock split, description | 1 for 6 basis | |||||||||||
Number of warrant offering, shares | 0.3 | |||||||||||
Employees [Member] | ||||||||||||
Number of common stock shares issued | 31,657 | |||||||||||
Number of common stock option exercise price per share | $ 4.08 | |||||||||||
Preferred Stock [Member] | ||||||||||||
Number of common stock shares issued | ||||||||||||
Offering costs | $ 82,000 | |||||||||||
Number of convertible into an aggregate shares issued | 3,991,487 | 1,638,810 | ||||||||||
Number of common stock value issued | ||||||||||||
Warrant [Member] | ||||||||||||
Beneficially not ownership percentage | 4.99% | |||||||||||
Warrant exercise price per share | $ 6.90 | |||||||||||
Proceeds from offering to a warrant liability | $ 318,000 | |||||||||||
Warrant exercisable term | 2 years | |||||||||||
Common Stock [Member] | ||||||||||||
Number of common stock shares issued | 250,000 | |||||||||||
Number of convertible into an aggregate shares issued | (761,798) | (273,135) | ||||||||||
Cash dividend | $ 10,000,000 | |||||||||||
Dividend declared date | Jan. 4, 2016 | |||||||||||
Dividend record date | Jan. 14, 2016 | |||||||||||
Number of common stock value issued | ||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||
Warrants to purchase shares of common stock | 187,500 | |||||||||||
Sale of common stock issued, shares | 250,000 | |||||||||||
Common stock, par value | $ 0.001 | |||||||||||
Common stock offering price per share | $ 6 | |||||||||||
Proceeds from offering to a warrant liability | $ 1,400,000 | |||||||||||
Series A Preferred Shares [Member] | ||||||||||||
Preferred stock, stated value per share | $ 0.68 | |||||||||||
Preferred stock initial conversion price, per share | 4.08 | |||||||||||
Preferred stock current conversion price per share | 3 | |||||||||||
Series A Preferred Shares [Member] | Maximum [Member] | ||||||||||||
Preferred stock conversion price, per share | $ 3.54 | |||||||||||
Series A Preferred Shares [Member] | Minimum [Member] | ||||||||||||
Beneficially ownership percentage | 4.99% | |||||||||||
Beneficially not ownership percentage | 9.99% | |||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock conversion price, percentage | 0.00% | |||||||||||
Convertible preferred stock, shares authorized | 8,830,000 | 8,830,000 | ||||||||||
Preferred stock value | $ 769,000 | $ 1,745,000 | ||||||||||
Number of convertible into an aggregate shares issued | 3,991,487 | 1,638,810 | ||||||||||
Series B Preferred Shares [Member] | ||||||||||||
Preferred stock, stated value per share | $ 140 | |||||||||||
Preferred stock initial conversion price, per share | 8.40 | |||||||||||
Preferred stock conversion price, per share | $ 8.40 | |||||||||||
Series B Preferred Shares [Member] | Maximum [Member] | ||||||||||||
Beneficially ownership percentage | 9.99% | |||||||||||
Series B Preferred Shares [Member] | Minimum [Member] | ||||||||||||
Beneficially ownership percentage | 4.99% | |||||||||||
Series C Preferred Shares [Member] | ||||||||||||
Preferred stock, stated value per share | $ 120 | |||||||||||
Preferred stock initial conversion price, per share | 7.20 | |||||||||||
Preferred stock current conversion price per share | 5.16 | |||||||||||
Preferred stock conversion price, per share | $ 7.80 | |||||||||||
Series C Preferred Shares [Member] | Maximum [Member] | ||||||||||||
Beneficially ownership percentage | 9.99% | |||||||||||
Investors monthly payment percentage | 12.00% | |||||||||||
Preferred stock reduction conversion price, per share | $ 5.16 | |||||||||||
Series C Preferred Shares [Member] | Minimum [Member] | ||||||||||||
Beneficially ownership percentage | 4.99% | |||||||||||
Investors monthly payment percentage | 1.00% | |||||||||||
Series D Preferred Shares [Member] | ||||||||||||
Preferred stock, stated value per share | $ 1,000 | |||||||||||
Preferred stock initial conversion price, per share | $ 600 | |||||||||||
Series D Preferred Shares [Member] | Maximum [Member] | ||||||||||||
Beneficially ownership percentage | 9.99% | |||||||||||
Series D Preferred Shares [Member] | Minimum [Member] | ||||||||||||
Beneficially ownership percentage | 4.99% | |||||||||||
Series E Preferred Shares [Member] | ||||||||||||
Convertible preferred stock, shares authorized | 7,050 | |||||||||||
Conversion of stock shares converted | 7,050,000 | |||||||||||
Conversion of amount converted | $ 104,700,000 | |||||||||||
Number of common stock shares issued | 7,050,000 | |||||||||||
Common stock closing price per share | $ 14.85 | |||||||||||
Series E Preferred Shares [Member] | ||||||||||||
Preferred stock, stated value per share | $ 1,000 | |||||||||||
Preferred stock initial conversion price, per share | $ 1 | |||||||||||
Redeemable Series F Preferred Shares [Member] | ||||||||||||
Offering costs | $ 356,000 | |||||||||||
Preferential amount | $ 2,750 | |||||||||||
Redeemable Series F Preferred Shares [Member] | Accredited Investors [Member] | ||||||||||||
Description on redeemable preferred shares | In the event the Company fails to file, or obtain effectiveness of, such registration statement with the specified period of time, the Company will be obligated to pay liquidated damages equal to the product of one 1% percent multiplied by the aggregate subscription amount paid by such investor for every thirty (30) days during which such filing is not made and/or effectiveness obtained, such fee being subject to certain exceptions, up to a maximum of twelve 12% percent. | |||||||||||
Redeemable Series F Preferred Shares [Member] | Subscription Agreements [Member] | Accredited Investors [Member] | ||||||||||||
Preferred stock conversion price, percentage | 6.00% | |||||||||||
Sales of stock | $ 17,750,000 | |||||||||||
Sale of stock price, per share | $ 2,750 | |||||||||||
Description on redeemable preferred shares | (i) one share of the Companys newly authorized 6% Series F Convertible Preferred Stock, par value $0.001 per share (the Series F Preferred Stock), which are convertible into one hundred (100) shares of the Companys common stock, and (ii) a two-year warrant to purchase 322,727 shares of the Companys common stock, at an exercise price of $30.00 per share. | |||||||||||
Warrants terms | 2 years | |||||||||||
Series F Convertible Preferred Stock [Member] | ||||||||||||
Convertible preferred stock, shares authorized | 6,455 | |||||||||||
Preferred stock value | $ 4,541,000 | |||||||||||
Series F Convertible Preferred Stock [Member] | Subscription Agreements [Member] | Accredited Investors [Member] | ||||||||||||
Preferred stock, stated value per share | $ 0.001 | |||||||||||
Warrants to purchase shares of common stock | 322,727 | |||||||||||
Warrant exercise price per share | $ 30 | |||||||||||
Common stock, par value | $ 0.001 | |||||||||||
6% Series F Convertible Preferred Shares [Member] | ||||||||||||
Preferred stock initial conversion price, per share | $ 27.50 | |||||||||||
Preferred stock value | $ 2,750 | |||||||||||
Series F Preferred Stock [Member] | ||||||||||||
Beneficially ownership percentage | 4.99% | |||||||||||
Warrants terms | 2 years | |||||||||||
Warrant exercise price per share | $ 30 | |||||||||||
Description on certificate of designation | On the two (2) year anniversary of the initial issuance date, any share of Series F Preferred Stock outstanding and not otherwise already converted, shall, at the option of the holder, either (i) automatically convert into common stock of the Company at the conversion price then in effect or (ii) be repaid by the Company based on the stated value of such outstanding shares of Series F Preferred Stock. In addition, in the event that the Companys common stock attains a consolidated bid price of $45 or greater for any four (4) trading days during any eight (8) trading day period, the Series F Preferred Stock shall be automatically converted to common stock, without any further action by the holder (subject to the conversion limitation in the event that such conversion would result in such holder holding in excess of four and ninety-nine one-hundredths (4.99%) percent of the common stock of the Company). | |||||||||||
Consolidated bid price | $ 45 | |||||||||||
Fair value of warrants | 4,300,000 | |||||||||||
Bifurcated embedded conversion feature | 9,300,000 | |||||||||||
Preferred stock dividends | 13,600,000 | |||||||||||
preferred stock reduction in additional paid in capital | $ 369,000 | |||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||
Convertible preferred stock, shares authorized | 54,250 | 54,250 | ||||||||||
Preferred stock value | $ 4,020,000 | $ 4,569,000 | ||||||||||
Number of convertible into an aggregate shares issued | 6,512 | |||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||
Convertible preferred stock, shares authorized | 26,000 | 26,000 | ||||||||||
Preferred stock value | $ 201,000 | $ 2,010,000 | ||||||||||
Number of convertible into an aggregate shares issued | 23,185 | |||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock conversion price, percentage | 0.00% | |||||||||||
Convertible preferred stock, shares authorized | 170,000 | 170,000 | ||||||||||
Preferred stock value | $ 312,000 | $ 1,829,000 | ||||||||||
Number of convertible into an aggregate shares issued | 129,665 | 12,001 | ||||||||||
Common Stock [Member] | ||||||||||||
Number of common stock shares issued | 268,847 | |||||||||||
Number of convertible into an aggregate shares issued | 1,590,631 | 293,137 | ||||||||||
Number of common stock option exercise price per share | $ 4.84 | |||||||||||
Number of common stock value issued | $ 1,300,000 | |||||||||||
Preferred Stock Shares [Member] | ||||||||||||
Cash dividend | $ 6,000,000 |
Preferred Shares and Common S45
Preferred Shares and Common Shares - Schedule of Convertible Preferred Stock (Details) - USD ($) $ in Thousands | Oct. 31, 2017 | Oct. 31, 2016 |
Preferred stock, shares authorized | 9,993,545 | 9,993,545 |
Preferred stock, shares issued and outstanding | 3,230,655 | 7,374,454 |
Preferred stock, net carrying value | $ 109,995 | $ 10,153 |
Preferred stock, aggregate liquidation preference | $ 2,140 | $ 4,854 |
Common Shares Issuable Upon Conversion | 9,307,904 | 2,783,000 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 8,830,000 | 8,830,000 |
Preferred stock, shares issued and outstanding | 3,146,671 | 7,138,158 |
Preferred stock, net carrying value | $ 769 | $ 1,745 |
Preferred stock, aggregate liquidation preference | $ 2,140 | $ 4,854 |
Common Shares Issuable Upon Conversion | 713,245 | 1,189,693 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 54,250 | 54,250 |
Preferred stock, shares issued and outstanding | 47,689 | 54,201 |
Preferred stock, net carrying value | $ 4,020 | $ 4,569 |
Preferred stock, aggregate liquidation preference | ||
Common Shares Issuable Upon Conversion | 794,806 | 903,362 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 26,000 | 26,000 |
Preferred stock, shares issued and outstanding | 2,578 | 25,763 |
Preferred stock, net carrying value | $ 201 | $ 2,010 |
Preferred stock, aggregate liquidation preference | ||
Common Shares Issuable Upon Conversion | 59,953 | 429,392 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 170,000 | 170,000 |
Preferred stock, shares issued and outstanding | 26,667 | 156,332 |
Preferred stock, net carrying value | $ 312 | $ 1,829 |
Preferred stock, aggregate liquidation preference | ||
Common Shares Issuable Upon Conversion | 44,445 | 260,553 |
Series E Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 7,050 | |
Preferred stock, shares issued and outstanding | 7,050 | |
Preferred stock, net carrying value | $ 104,693 | |
Preferred stock, aggregate liquidation preference | ||
Common Shares Issuable Upon Conversion | 7,050,000 | |
Series F Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 6,455 | |
Preferred stock, shares issued and outstanding | 6,455 | |
Preferred stock, net carrying value | $ 4,541 | |
Preferred stock, aggregate liquidation preference | $ 17,750 | |
Common Shares Issuable Upon Conversion | 645,455 | |
Other Authorized, Unissued [Member] | ||
Preferred stock, shares authorized | 906,245 | 919,750 |
Preferred stock, shares issued and outstanding | ||
Preferred stock, net carrying value | ||
Preferred stock, aggregate liquidation preference | ||
Common Shares Issuable Upon Conversion |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||||
Oct. 31, 2017 | Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2015 | Apr. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of stock options shares granted | 14,900 | ||||
Share-based compensation arrangement by share-based payment award, options, outstanding, intrinsic value | $ 70,700 | $ 70,700 | |||
Share-based compensation arrangement by share-based payment award, options, exercises in period, intrinsic value | $ 3,200 | ||||
Weighted average remaining contractual term, outstanding | 9 years 2 months 12 days | ||||
Weighted average remaining contractual term, exercisable options | 9 years | ||||
Unrecognized compensation cost | 12,200 | $ 12,200 | |||
Unrecognized compensation cost, period for recognition | 8 months 12 days | ||||
Non-Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of stock options shares granted | 293,000 | ||||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ 1,300 | $ 1,300 | |||
Unrecognized compensation cost, period for recognition | 4 months 24 days | ||||
Fair value of restricted stock vested | $ 5,100 | ||||
Non-Employee [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of stock options shares granted | 40,000 | ||||
Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options vesting term | 3 years | ||||
Maximum [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options vesting term | 3 years | ||||
Maximum [Member] | Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options vesting term | 3 years | ||||
Stock options expire term | 10 years | ||||
Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options vesting term | 1 year | ||||
Minimum [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options vesting term | 6 months | ||||
Minimum [Member] | Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options vesting term | 1 year | ||||
Stock options expire term | 5 years | ||||
2017 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common stock shares issued | 3,450,000 | ||||
Stock based compensation terminate date | Dec. 1, 2026 | ||||
2017 Equity Incentive Plan [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common stock shares issued | 7,300,000 | ||||
2016 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of share available for future issuance | 0 | 0 | |||
2016 Equity Incentive Plan [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common stock shares issued | 666,665 | ||||
2014 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of share available for future issuance | 83,262 | 83,262 | |||
2014 Equity Incentive Plan [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common stock shares issued | 375,000 | ||||
2004 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of share available for future issuance | 19,217 | 19,217 | 71,429 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-based Compensation Related to Restricted Stock Awards and Stock Options (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
General and administrative expense, continuing operations | $ 14,869 | $ 2,042 |
General and administrative expense, discontinued operations | 1,118 | 1,100 |
General and administrative expense, continuing operations and discontinued operations | 15,987 | 3,142 |
Research and development expense, continuing operations | 1,758 | |
Total stock-based compensation expense | $ 17,745 | $ 3,142 |
Stock-Based Compensation - Sc48
Stock-Based Compensation - Schedule of Share-based Compensation, Stock Options, Activity (Details) - $ / shares | 12 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Number of Shares, Granted | 14,900 | |
Employee Stock Option [Member] | ||
Number of Shares, Outstanding at beginning of period | 383,210 | 97,771 |
Number of Shares, Granted | 3,482,000 | 347,010 |
Number of Shares, Forfeited | (70,833) | (12,258) |
Number of Shares, Exercised | (268,847) | (31,657) |
Number of Shares, Expired | (17,656) | |
Number of Shares, Outstanding at end of period | 3,525,530 | 383,210 |
Number of Shares, Options exercisable | 1,415,440 | |
Weighted Average Exercise Price, Outstanding at beginning of year | $ 5.74 | $ 16.81 |
Weighted Average Exercise Price, Granted | 6.29 | 4.84 |
Weighted Average Exercise Price, Forfeited | 6.42 | 36.97 |
Weighted Average Exercise Price, Exercised | 4.84 | 4.08 |
Weighted Average Exercise Price, Expired | 30.72 | |
Weighted Average Exercise Price, Outstanding at end of year | 6.34 | $ 5.74 |
Weighted Average Exercise Price, Options exercisable | 4.26 | |
Weighted-average grant date fair value of options granted during the year | $ 4.28 | |
Non-Employee Stock Option [Member] | ||
Number of Shares, Outstanding at beginning of period | ||
Number of Shares, Granted | 293,000 | |
Number of Shares, Forfeited | ||
Number of Shares, Exercised | ||
Number of Shares, Expired | ||
Number of Shares, Outstanding at end of period | 293,000 | |
Number of Shares, Options exercisable | 26,667 | |
Weighted Average Exercise Price, Outstanding at beginning of year | ||
Weighted Average Exercise Price, Granted | 19.61 | |
Weighted Average Exercise Price, Forfeited | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Expired | ||
Weighted Average Exercise Price, Outstanding at end of year | 19.61 | |
Weighted Average Exercise Price, Options exercisable | $ 6.87 |
Stock-Based Compensation - Sc49
Stock-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 12 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Risk free annual interest rate, minimum | 1.64% | 1.03% |
Risk free annual interest rate, maximum | 2.43% | 1.73% |
Expected volatility, minimum | 71.65% | 77.49% |
Expected volatility, Maximum | 86.48% | 81.91% |
Assumed dividends | 0.00% | 0.00% |
Minimum [Member] | ||
Expected term of options (years) | 5 years 15 days | 2 years 9 months |
Maximum [Member] | ||
Expected term of options (years) | 6 years 4 days | 5 years 3 months 4 days |
Stock-Based Compensation - Sc50
Stock-Based Compensation - Schedule of Share-based Compensation, Restricted Stock Activity (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Number of Shares, Unvested at beginning of period | 274,829 | 230,799 |
Number of Shares, Granted | 1,057,500 | 356,666 |
Number of Shares, Vested | (1,105,197) | (312,636) |
Number of Shares, Unvested at end of period | 227,132 | 274,829 |
Weighted-Average Grant-Date Fair Value Unvested at beginning of period | $ 6 | $ 7.47 |
Weighted-Average Grant-Date Fair Value, Granted | 4.80 | 5.14 |
Weighted-Average Grant-Date Fair Value, Vested | 4.47 | 6.10 |
Weighted-Average Grant-Date Fair Value, Unvested at end of period | $ 7.83 | $ 6 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) $ in Thousands | 12 Months Ended |
Oct. 31, 2017USD ($) | |
Federal Tax [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 7,900 |
Operating loss carryforwards expiration period | expire between 2026 and 2036 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 7,900 |
Operating loss carryforwards expiration period | expire between 2017 and 2023. |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Current: Federal | ||
Current: State | (3) | |
Deferred: Federal | (2,679) | (1,709) |
Deferred: State | (304) | (692) |
Impact of change in effective tax rates on deferred taxes | ||
Change in: valuation allowance | (2,983) | 2,404 |
Income taxes |
Income Taxes - Schedule of Stat
Income Taxes - Schedule of Statutory Federal Rate and Provision for Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Tax (benefit) at federal statutory rate, amount | $ (44,283) | $ (1,577) |
State income taxes, net of federal income taxes, amount | (304) | (695) |
Effect of warrant liability, amount | (74) | (84) |
Effect of other permanent items, amount | (82) | 144 |
Change in valuation allowance, amount | (2,983) | 2,401 |
Effect of Acquisition of intangible assets, amount | 35,595 | |
Effect of stock compensation, amount | 3,147 | |
Reduction of NOL's due to Section 382 Limitations, amount | 3,018 | |
Reduction of deferred benefits, amount | (192) | |
Income taxes, amount | ||
Tax (benefit) at federal statutory rate, percentage of pre tax income | 34.00% | 34.00% |
State income taxes, net of federal income taxes, percentage of pre tax income | 0.00% | 15.00% |
Effect of warrant liability, percentage of pre tax income | 2.00% | |
Effect of other permanent items, percentage of pre tax income | (3.00%) | |
Change in valuation allowance, percentage of pre tax income | (2.00%) | (52.00%) |
Effect of Acquisition of intangible assets | (27.00%) | |
Effect of stock compensation | (3.00%) | |
Reduction of NOL's due to Section 382 Limitations | (2.00%) | |
Reduction of deferred benefits, percentage of pre tax income | 4.00% | |
Income taxes, percentage pre tax income |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Oct. 31, 2017 | Oct. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Impairment of development costs | $ 641 | |
Depreciation and amortization | 95 | 224 |
Impairment of inventory | ||
Compensation expense not deductible until options are exercised | 4,553 | 1,116 |
All other temporary differences | 248 | 629 |
Net operating loss carry forward | 3,158 | 2,461 |
Less valuation allowance | (8,054) | (5,071) |
Deferred tax asset |
Loss Per Share - Schedule of An
Loss Per Share - Schedule of Anti-dilutive Potential Shares Outstanding Activity (Details) - shares | 12 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Shares Issuable Upon Conversion of Preferred Stock [Member] | ||
Antidilutive shares | 9,307,904 | 2,783,000 |
Shares Issuable Upon Exercise of Warrants [Member] | ||
Antidilutive shares | 322,727 | 187,500 |
Shares Issuable Upon Exercise of Stock Options [Member] | ||
Antidilutive shares | 3,818,530 | 382,020 |
Non-vested Shares Under Restricted Stock Grants [Member] | ||
Antidilutive shares | 227,132 | 274,832 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 12 Months Ended | |
Oct. 31, 2017USD ($)ft² | Oct. 31, 2016USD ($) | |
Litigation damages sought | $ 1,300,000 | |
Rent expense | 222,000 | $ 20,000 |
December 27, 2017 [Member] | ||
Rent expense | $ 1,178,285 | |
Lease term | 5 years | |
Lease rental square feet | ft² | 178,528 | |
Lease of percentage rate | 3.00% | |
Hazlet, New Jersey [Member] | ||
Rent expense | $ 1,100 | |
Operating lease expiration date | Mar. 31, 2018 | |
Salt Lake City, Utah [Member] | ||
Rent expense | $ 24,044 | |
Operating lease expiration date | Mar. 31, 2018 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Transfer Agent [Member] | ||
Related party transaction strategic consulting services fee from transaction with related party monthly | $ 2 | $ 2 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) $ in Thousands | Jun. 23, 2017 | Oct. 31, 2017 |
Cash consideration received | $ 25 | |
Gain on sale of business | 100 | |
Non-contingent consideration | 100 | |
Gain on sale of business, net | 0 | |
Predetermined revenue milestone, amount | 50 | |
Conveyance Agreement [Member] | ||
Cash included in assets | 400 | |
Cash payable | 400 | |
Accounts receivable and inventory carrying value | 87 | |
Conveyance Agreement [Member] | Twelve Monthly Installments [Member] | ||
Cash payable | 33 | |
Conveyance Agreement [Member] | Zift Interactive LLC [Member] | ||
Cash included in assets | $ 800 | |
Purchase Agreement [Member] | ||
Issued and outstanding shares, percentage | 100.00% | |
Cash consideration received | $ 100 | |
Purchase Agreement [Member] | Upon Signing Agreement [Member] | ||
Cash consideration received | 5 | |
Purchase Agreement [Member] | 19 Additional Monthly Payments [Member] | ||
Cash consideration received | 5 | |
Contingent consideration based on net revenue | $ 0 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Assets and Liabilities of Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Loss from discontinued operations | $ (449) | $ (807) |
Current assets related to discontinued operations | 163 | |
Current liabilities related to discontinued operations | 810 | |
Net loss from discontinued operations | (349) | (807) |
Net cash provided by discontinued operating activities | 33 | 113 |
Net cash provided by discontinued investing activities | 25 | |
Majesco Entertainment Company [Member] | ||
Revenues | 558 | 1,542 |
Expenses | 1,007 | 2,349 |
Loss from discontinued operations | (449) | (807) |
Gain on sale of discontinued operations | 100 | |
Accounts receivable | 113 | |
Capitalized software development costs and license fees | 50 | |
Current assets related to discontinued operations | 163 | |
Accounts payable and accrued expenses | 810 | |
Current liabilities related to discontinued operations | 810 | |
Net loss from discontinued operations | (349) | (807) |
Depreciation and amortization | 11 | 27 |
Stock based compensation expense | 1,118 | 1,100 |
Amortization of capitalized software development costs and license fees | 50 | 150 |
Gain on sale of Majesco Sub | (100) | |
Accounts receivable | 113 | 170 |
Capitalized software development costs and license fees | (21) | |
Accounts payable and accrued expenses | (810) | (487) |
Payable to Zift | (19) | |
Net cash provided by discontinued operating activities | 33 | 113 |
Cash received from sale of Majesco Sub | 25 | |
Net cash provided by discontinued investing activities | $ 25 |
Employee Retirement Plan (Detai
Employee Retirement Plan (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Retirement Benefits [Abstract] | ||
Defined contribution plan, cost recognized | $ 0 | $ 0 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Dec. 27, 2017USD ($)ft² | Nov. 20, 2017USD ($)$ / sharesshares | Nov. 10, 2017USD ($)shares | Oct. 31, 2017USD ($) | Oct. 31, 2016USD ($) |
Rent | $ 222,000 | $ 20,000 | |||
Subsequent Event [Member] | Salt Lake City Commercial Lease [Member] | |||||
Lease term | 5 years | ||||
Lease rental square feet | ft² | 178,528 | ||||
Rent | $ 1,178,285 | ||||
Lease of percentage rate | 3.00% | ||||
Subsequent Event [Member] | Dr.Lough [Member] | |||||
Consideration of bonus | $ 150,000 | ||||
Salary | $ 530,000 | ||||
Percentage of bonus | 100.00% | ||||
Subsequent Event [Member] | Dr. Swanson [Member] | |||||
Consideration of bonus | $ 100,000 | ||||
Salary | $ 400,000 | ||||
Percentage of bonus | 100.00% | ||||
Subsequent Event [Member] | Mr. Stetson [Member] | Restricted Stock [Member] | |||||
Salary | $ 168,000 | ||||
Percentage of bonus | 100.00% | ||||
Number of restricted common stock | shares | 7,500 | ||||
Subsequent Event [Member] | Mr. Hoyler [Member] | |||||
Consideration of bonus | $ 50,000 | ||||
Salary | $ 385,000 | ||||
Percentage of bonus | 100.00% | ||||
Subsequent Event [Member] | Ms. Kramen [Member] | |||||
Consideration of bonus | $ 10,000 | ||||
Salary | $ 275,000 | ||||
Percentage of bonus | 5.00% | ||||
Subsequent Event [Member] | Ms. Kramen [Member] | 2017 Equity Incentive Plan [Member] | |||||
Sale of stock, number of shares issued | shares | 100,000 | ||||
Sale of stock, price per share | $ / shares | $ 23.79 |