Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 10, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Bioptix, Inc. | |
Entity Central Index Key | 1,167,419 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 5,410,013 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets (Note 1): | ||
Cash and cash equivalents | $ 11,981,618 | $ 5,529,848 |
Short-term investments | 7,506,761 | |
Prepaid expenses and other current assets | 155,757 | 219,991 |
Current assets of discontinued operations (Note 2) | 200,167 | 486,890 |
Total current assets | 12,337,542 | 13,743,490 |
Property and equipment, net (Note 3) | 5,063 | 5,538 |
Other long term assets, net (Note 4) | 932,291 | 938,038 |
Noncurrent assets of discontinued operations (Note 2) | 47,000 | 2,353,749 |
Total assets | 13,321,896 | 17,040,815 |
Current liabilities: | ||
Accounts payable | 269,767 | 253,817 |
Accrued compensation | 22,499 | 1,520 |
Accrued expenses | 77,565 | 304,675 |
Notes and other obligations, current portion (Note 5) | 56,158 | 139,611 |
Deferred revenue, current portion (Note 8) | 96,698 | 96,698 |
Current liabilities of discontinued operations (Note 2) | 348,564 | 258,819 |
Total current liabilities | 871,251 | 1,055,140 |
Private placement notes held in escrow - representing 2% Convertible Notes Payable amounting to$4,750,000 and 1,900,000 warrants, all net of $4,750,000 of proceeds held in escrow (Note 6) | ||
Accrued interest (Note 6) | 3,904 | |
Deferred revenue, less current portion (Note 8) | 1,041,141 | 1,065,316 |
Total liabilities | 1,916,296 | 2,120,456 |
Commitments and contingencies (Notes 6, 8 and 9) | ||
Stockholders' equity (Notes 6 and 7): | ||
Common stock, no par value, 60,000,000 shares authorized; shares issued 5,410,013 (2017) and 4,503,971 (2016) and shares outstanding 5,410,013, including 500,000 common shares in escrow (2017) and shares outstanding 4,503,971 (2016) | 125,614,652 | 124,775,635 |
Private placement units held in escrow - representing 500,000 common shares and 500,000 warrants, all net of $1,250,000 of proceeds held in escrow | ||
Accumulated deficit | (114,209,052) | (109,855,276) |
Total equity | 11,405,600 | 14,920,359 |
Total liabilities and stockholders' equity | $ 13,321,896 | $ 17,040,815 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Common stock, par value | ||
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 5,410,013 | 4,503,971 |
Common stock, shares outstanding | 5,410,013 | 4,503,971 |
Private Placement [Member] | ||
Common stock shares held in escrow | 500,000 | |
Warrants held in escrow | 500,000 | |
Proceeds from common stock and warrants held in escrow | $ 1,250,000 | |
Private Placement [Member] | Convertible Note [Member] | ||
Debt instrument face amount | 4,750,000 | |
Proceeds from convertible debt held in escrow | $ 4,750,000 | |
Private Placement [Member] | Warrant [Member] | ||
Warrants to purchase common stock | 1,900,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Other revenue - fee (Note 8) | $ 24,175 | $ 24,175 |
Operating expenses: | ||
Selling, general and administrative | 1,034,653 | 1,030,126 |
Research and development | 17,692 | 372,586 |
Total operating expenses | 1,052,345 | 1,402,712 |
Operating loss from continuing operations | (1,028,170) | (1,378,537) |
Other (expense) income: | ||
Gain on sale of property and equipment (Note 3) | 1,919,361 | |
Interest expense | (4,834) | (25,598) |
Investment income | 26,220 | 44,285 |
Total other income | 21,386 | 1,938,048 |
(Loss) income from continuing operations | (1,006,784) | 559,511 |
Discontinued operations (Note 2): | ||
Loss from operations | (642,636) | |
Impairment loss | (2,704,356) | |
Total loss from discontinued operations | (3,346,992) | |
Net income (loss) | $ (4,353,776) | $ 559,511 |
Basic and diluted net (loss) income per share (Note 1): | ||
Continuing operations | $ (0.22) | $ 0.14 |
Discontinued operations | (0.73) | |
Net (Loss) Income | $ (0.95) | $ 0.14 |
Basic and diluted weighted average number of shares outstanding (Note 1) | 4,599,184 | 3,876,960 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Continuing operations: | ||
Net (loss) income | $ (4,353,776) | $ 559,511 |
(Loss) from discontinued operations | (3,346,992) | |
(Loss) income from continuing operations | (1,006,784) | 559,511 |
Adjustments to reconcile net (loss) income from continuing operations to net cash used in operating activities of continuing operations: | ||
Stock-based compensation for services | 133,043 | 47,884 |
Depreciation and amortization | 18,133 | 19,401 |
Amortization of license fees | (24,175) | (24,175) |
Other non-cash charges | 1,500 | 133,899 |
Gain on sale of property and equipment | (1,919,361) | |
Change in: | ||
Prepaid expenses and other current assets | 62,733 | 69,155 |
Accounts payable | 15,950 | (380,010) |
Accrued compensation | 20,979 | (437,324) |
Accrued expenses | (223,206) | 28,058 |
Net cash (used in) operating activities of continuing operations | (1,001,827) | (1,902,962) |
Net cash (used in) operating activities of discontinued operations | (661,998) | |
Net cash (used in) operating activities | (1,663,825) | (1,902,962) |
Continuing operations: | ||
Purchases of short-term investments | (7,537,862) | |
Proceeds from sales of short-term investments | 7,506,761 | 9,648,744 |
Proceeds from sale of property and equipment | 1,748,571 | |
Purchases of patent and trademark application costs | (11,911) | (10,778) |
Net cash provided by investing activities of continuing operations | 7,494,850 | 3,848,675 |
Net cash (used in) investing activities of discontinued operations | (1,776) | |
Net cash provided by investing activities | 7,493,074 | 3,848,675 |
Continuing operations: | ||
Net proceeds from issuance of common stock, net of $294,026 in offering expenses | 705,974 | |
Repayment of notes payable and other obligations | (83,453) | (116,931) |
Net cash provided by (used in) financing activities of continuing operations | 622,521 | (116,931) |
Net increase in cash and cash equivalents | 6,451,770 | 1,828,782 |
Cash and cash equivalents at beginning of period | 5,529,848 | 2,012,283 |
Cash and cash equivalents at end of period | 11,981,618 | 3,841,065 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 1,256 | 31,140 |
Supplemental disclosure of investing information: | ||
Liability payoffs upon property sale | $ 2,064,758 |
Consolidated Statements of Cas6
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Cash Flows [Abstract] | ||
Payment of offering expenses | $ 294,026 |
INTERIM FINANCIAL STATEMENTS
INTERIM FINANCIAL STATEMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
INTERIM FINANCIAL STATEMENTS | INTERIM FINANCIAL STATEMENTS The accompanying consolidated financial statements of Bioptix, Inc. (the "Company," "we," or "Bioptix") have been prepared in accordance with the instructions to quarterly reports on Form 10-Q. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in financial position at March 31, 2017 and for all periods presented have been made. Certain information and footnote data necessary for fair presentation of financial position and results of operations in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. It is therefore suggested that these consolidated financial statements be read in conjunction with the summary of significant accounting policies and notes to financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. The results of operations for the period ended March 31, 2017 are not necessarily an indication of operating results for the full year. Management's plans and basis of presentation: The Company has experienced recurring losses and negative cash flows from operations. At March 31, 2017, the Company had approximate balances of cash and cash equivalents of $11,982,000, working capital of $11,466,000, total stockholders' equity of $11,406,000 and an accumulated deficit of $114,209,000. To date, the Company has in large part relied on equity financing to fund its operations. Effective January 14, 2017, the Company adopted a plan to exit the business of BiOptix Diagnostics, Inc. ("BDI") and commenced a significant reduction in the workforce. The decision to adopt this plan was made following an evaluation by the Company's Board of Directors in January 2017, of the estimated results of operations projected during the near to mid-term period for BDI, including consideration of product development required and updated sales forecasts, and estimated additional cash resources required. Accordingly, the historical results of BDI have been classified as discontinued operations for all periods presented. The Company expects to continue to incur losses from operations for the near-term and these losses could be significant as professional and other associated expenses in connection with possible strategic considerations, evaluations and transactions, additional costs associated with the exit of operations of the Company's subsidiary BDI may be incurred, and public company and administrative related expenses are incurred. The Company believes that its current working capital position will be sufficient to meet its currently estimated cash needs through May 2018, subject to any possible strategic transactions. The Company continues to explore obtaining additional financing. The Company is closely monitoring its cash balances, cash needs and expense levels. Management's strategic plans include the following: • exploring other possible strategic options and financing opportunities available to the Company; • evaluating options to monetize, partner or license the Company's assets, including the appendicitis product portfolio; and; • continuing to implement cost control initiatives to conserve cash. |
Significant accounting policies
Significant accounting policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant accounting policies | Note 1. Significant accounting policies: Principles of consolidation The consolidated financial statements of the Company include the accounts of Bioptix and its wholly-owned subsidiary, BDI. Intercompany accounts and transactions have been eliminated in the consolidation. Cash, cash equivalents and investments: The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. From time to time, the Company's cash account balances exceed the balances as covered by the Federal Deposit Insurance System. The Company has never suffered a loss due to such excess balances. The Company invests excess cash from time to time in highly-liquid debt and equity investments of highly-rated entities, which are classified as trading securities. Historically, the purpose of the investments has been to fund research and development, product development, FDA clearance-related activities and general corporate purposes. Such amounts are recorded at market values using Level 1 inputs in determining fair value and are generally classified as current, as the Company does not intend to hold the investments beyond twelve months. Investment securities classified as trading are those securities that are bought and held principally for the purpose of selling them in the near term, with the objective of preserving principal and generating profits. These securities are reported at fair value with unrealized gains and losses reported as an element of other (expense) income in current period earnings. The Company's Board of Directors has approved an investment policy covering the investment parameters to be followed with the primary goals being the safety of principal amounts and maintaining liquidity. The policy provides for minimum investment rating requirements as well as limitations on investment duration and concentrations. Based upon market conditions, the investment guidelines have been tightened to increase the minimum acceptable investment ratings required for investments and shorten the maximum investment term. As of March 31, 2017, 100% of the investment portfolio was in cash and cash equivalents, which is presented as such on the accompanying balance sheet. To date, the Company's cumulative realized market loss from the investments has not been significant. For the three months ended March 31, 2017 and 2016, there was approximately $4,400 and $5,900, respectively, in management fee expenses. The Company's short-term investments comprise certificates of deposit, commercial paper and corporate bonds, all of which are classified as trading securities and carried at their fair value based upon quoted market prices of the securities at December 31, 2016. Net realized and unrealized gains and losses on trading securities are included in net loss. For purposes of determining realized gains and losses, the cost of securities sold is based on specific identification. The composition of trading securities is as follows at December 31, 2016: December 31, 2016 Cost Fair Value Certificates of deposit / commercial paper $ 2,378,222 $ 2,373,891 Corporate bonds 5,138,182 5,132,870 Total trading securities 7,516,404 7,506,761 Investment income for the three months ended March 31, 2017 and 2016 consists of the following: 2017 2016 Interest income $ 22,130 $ 24,530 Realized (losses) (21 ) (1,151 ) Unrealized gains 8,542 26,818 Management fee expenses (4,431 ) (5,912 ) Net investment income $ 26,220 $ 44,285 Fair value of financial instruments: The Company accounts for financial instruments under Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic ("ASC") 820, Fair Value Measurements Level 1— quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 — observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 — assets and liabilities whose significant value drivers are unobservable. Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company's market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment. There were no financial assets or liabilities measured at fair value, with the exception of cash, cash equivalents and short-term investments as of March 31, 2017 and December 31, 2016. The carrying amounts of the Company's financial instruments (other than cash, cash equivalents and short-term investments as discussed above) approximate fair value because of their variable interest rates and/or short maturities combined with the recent historical interest rate levels. Revenue Recognition: Revenue recognition related to the license agreement is based upon the licensee's right to use the technology and the Company's ongoing obligations to maintain and defend the patented rights and comply with the terms of the sub-license agreement whereby the license fees and milestone payments received from the agreement, net of the amounts due to third parties, have been recorded as deferred revenue and are amortized over the term of the license agreement. Inventories: Inventories acquired as part of the BDI purchase are stated at the lower of cost or net realizable value. Cost is determined on the first-in, first-out (FIFO) method. The elements of cost in inventories include materials, labor and overhead. Goodwill: The Company performs a goodwill impairment analysis in the fourth quarter of each year, or whenever there is an indication of impairment. When conducting its annual goodwill impairment assessment, the Company initially performs a qualitative evaluation to determine if it is more likely than not that the fair value of its reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a two-step goodwill impairment test. The Company has determined, based on its evaluation, that the goodwill associated with the BDI acquisition was impaired and was written off as of March 31, 2017. The accumulated goodwill amortization of $60,712 arose prior to January 1, 2002 when the FASB revised the policy for goodwill amortization. Recently issued and adopted accounting pronouncements: The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company's consolidated financial statements properly reflect the change. In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update No. 2014-09, Revenue from Contracts with Customers In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606) - Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 to interim and annual periods beginning after December 15, 2017. The standard allows entities to apply the standard retrospectively to each prior period presented ("full retrospective adoption") or retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application ("modified retrospective adoption"). The Company plans to adopt this guidance on January 1, 2018, and continues to evaluate the impact of adopting under the modified retrospective adoption versus the full retrospective method. The Company is currently in the process of determining the impact of the new revenue recognition guidance on its revenue transactions, including any impacts on associated processes, systems, and internal controls. The Company's preliminary assessment indicates implementation of this standard will not have a material impact on financial results. The Company's evaluation has included determining whether the unit of account (i.e., performance obligations) will change as compared to current GAAP, as well as determining the standalone selling price of each performance obligation. The Company continues to evaluate the impact of this guidance and its subsequent amendments on the consolidated financial position, results of operations, and cash flows, and any preliminary assessments are subject to change. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02, Leases In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share Based Payment Accounting In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows In January 2017, the FASB issued an ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) Income (loss) per share: ASC 260, Earnings Per Share Basic net earnings (loss) per share includes no dilution and is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net earnings (loss) per share reflect the potential dilution of securities that could share in the Company's earnings (loss). The effect of the inclusion of the dilutive shares would have resulted in a decrease in loss per share for the three months ended March 31, 2017. For the three months ended March 31, 2016, the effect of inclusion of the dilutive shares would have resulted in an increase in income per share, under the treasury stock method. Accordingly, the weighted average shares outstanding have not been adjusted for dilutive shares for any period presented. Outstanding stock options, warrants and other dilutive rights are not considered in the calculation, as the impact of the potential common shares (totaling approximately 1,588,000 shares and 757,000 shares for each of the three month periods ended March 31, 2017 and 2016, respectively) would be anti-dilutive. As of March 31, 2017 the dilutive rights held in escrow from the March 2017 private placement totaling approximately 4,802,000 share rights (3,802,000 share rights from the convertible notes financing and 1,000,000 share rights from the common stock offering) are also not considered in the calculation, as the impact would be anti-dilutive. |
Acquisition and Discontinued Op
Acquisition and Discontinued Operations | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisition and Discontinued Operations | Note 2. Acquisition and Discontinued Operations: Acquisition: On September 12, 2016, the Company completed the strategic acquisition of BDI, a privately-held entity. The decision to acquire BDI was made based on the evaluation that the Company's resources would primarily be used for market development and commercial launch of the product and the market opportunity was estimated to be sizable. Pursuant to a purchase agreement (the "Purchase Agreement"), through a wholly-owned subsidiary ("Venaxis Sub"), the Company acquired all of the outstanding shares of Series 1 Preferred Stock of BDI from the selling shareholders (the "Seller"), representing more than 98% of the outstanding voting stock of BDI, and BDI thereupon become a majority owned subsidiary of the Company. Under the terms of the Purchase Agreement, the consideration consisted of an aggregate of 627,010 shares of the Company's common stock (the "Shares") which Shares were distributed in accordance with the liquidation preferences set forth in BDI's Fifth Amended and Restated Certificate of Incorporation, as amended. The Shares were valued at approximately $2,577,000 (based upon the closing value of our common stock on the acquisition date) and the issuance represented approximately 14% of the outstanding Bioptix common stock at the closing. The Purchase Agreement contained customary representations and warranties of the parties, including BDI, and the Sellers have customary indemnification obligations to the Company relating to BDI, which are subject to certain limitations described further in the Purchase Agreement. The issuance of the Shares was effected as a private placement of securities. The Company also entered into a registration rights agreement with the Sellers. The total consideration transferred consisted of the 627,010 shares of the Company's common stock with a value of $2,577,000. Under the acquisition method of accounting, the total estimated purchase consideration was allocated to the acquired tangible and intangible assets and assumed liabilities based on their estimated fair values as of the acquisition date. Following was the allocation of the purchase consideration: Cash and cash equivalents $ 17,000 Accounts receivable 21,000 Inventory 379,000 Prepaid and other assets 51,000 Equipment 1,000 Identifiable intangible assets: Trademarks (5 year estimated useful life) 99,000 Customer base (6 year estimated useful life) 37,000 Developed technology (4 year estimated useful life) 1,864,000 Total identifiable intangible assets 2,000,000 Goodwill 430,000 Accounts payable (118,000 ) Accrued and other liabilities (175,000 ) Non-controlling interest (29,000 ) Purchase price $ 2,577,000 Intangible assets acquired consisted of the following as of December 31, 2016: Trademarks $ 99,000 Customer base 37,000 Developed technology $ 1,864,000 Total 2,000,000 Less accumulated amortization (148,264 ) Balance at December 31, 2016 $ 1,851,736 As of November 30, 2016, the Company paid approximately $29,000 to acquire the non-controlling interest in BDI, which was accounted for as an equity transaction. The unaudited supplemental pro forma information for the three months ended March 31, 2016, as if the BDI acquisition had occurred as of January 1, 2016, would have reflected total revenue of $55,000, net loss of $399,000 and loss per share of $0.09. These pro forma condensed consolidated financial results have been prepared for comparative purposes only and include certain adjustments to reflect the pro forma results of operations as if the acquisition had occurred as of the beginning of the periods presented, such as increased amortization for the fair value of acquired intangible assets. The pro forma information does not reflect the effect of costs or synergies that would have been expected to result from the integration of the acquisition. The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the combination occurred at the beginning of each period presented, or of future results of the consolidated entities. As of December 31, 2016 inventories, included with current assets of discontinued operations, totaled approximately $416,000, consisting of $188,000 in raw materials and $228,000 in finished goods, all associated with the BDI operations. As of March 31, 2017 inventories, included with current assets of discontinued operations, totaled approximately $49,000, consisting of finished goods. Discontinued operations: During the quarter ended March 31, 2017, the Company made the decision to discontinue the operations of its wholly-owned subsidiary BDI. BDI had developed a proprietary Enhanced Surface Plasmon Resonance technology platform for the detection of molecular interactions. The decision to adopt this plan was made following an evaluation by the Company's Board of Directors in January 2017 of the estimated results of operations projected during the near to mid-term period for BDI, including consideration of product development required and updated sales forecasts, and estimated additional cash resources required. The Company expects to dispose of the assets and operations during 2017 by selling the assets and licensing the intellectual property rights. The Company has recognized the exit of BDI in accordance with Accounting Standards Codification (ASC) 205-20, Discontinued Operations The Company's historical financial statements have been revised to present the operating results of the BDI business as a discontinued operation. Assets and liabilities related to the discontinued operations of BDI are approximately as follows as of March 31, 2017 and December 31, 2016: March 31, 2017 December 31, 2016 Current assets: Accounts receivable $ 146,000 $ 5,000 Inventories 49,000 416,000 Prepaid expenses 5,000 66,000 Total current assets $ 200,000 $ 487,000 Equipment and furnishings, net $ 10,000 $ 36,000 Intangible assets, net - 2,281,000 Deposit 37,000 37,000 Total noncurrent assets $ 47,000 $ 2,354,000 Current liabilities: Accounts payable $ 166,000 $ 174,000 Accrued expenses 46,000 85,000 Deferred revenue 137,000 - Total current liabilities $ 349,000 $ 259,000 Summarized results of the discontinued operation are as follows for the three months ended March 31, 2017: Sales $ 13,000 Cost of sales 2,000 Gross margin 11,000 Operating expenses 654,000 Operating loss (643,000 ) Impairment loss (2,704,000 ) Loss from discontinued operations $ (3,347,000 ) Included in the impairment loss recognized on the discontinuance of BDI are impairment losses recognized on inventories of $408,000, equipment and furnishings of $38,000, identifiable intangible assets of $1,833,000, goodwill of $430,000, net of $5,000 in other items, all associated with the assets and operations of BDI. Additional costs associated with the exit of operations of the Company's subsidiary BDI may be incurred as strategic options for BDI are evaluated. |
Property and equipment
Property and equipment | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Note 3. Property and equipment: Property and equipment consisted of the following: March 31, 2017 (Unaudited) December 31, 2016 Office and computer equipment $ 116,510 $ 116,510 Less accumulated depreciation 111,447 110,972 $ 5,063 $ 5,538 Depreciation expense totaled approximately $500 and $400 for the three month periods ended March 31, 2017 and 2016, respectively. On February 25, 2016, the Company completed the sale of its corporate headquarters, land, building and certain fixtures and equipment to a third party for a purchase price of approximately $4,053,000. The sale resulted in a gain of approximately $1,919,000 and generated approximately $1,749,000 in net cash after expenses and mortgage payoffs. The Company is leasing back space in the building under a short-term lease agreement that provides storage space. |
Other long-term assets
Other long-term assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other long-term assets | Note 4. Other long-term assets: Other long-term assets consisted of the following as of March 31, 2017 and December 31, 2016: Beginning Balance Additions Impairments Ending Balance March 31, 2017: Cost: Patents $ 1,032,982 $ 11,911 $ — $ 1,044,893 Goodwill 447,951 — — 447,951 Total 1,480,933 11,911 — 1,492,844 Accumulated Amortization: Patents (482,183 ) (17,658 ) — (499,841 ) Goodwill (60,712 ) — — (60,712 ) Total (542,895 ) (17,658 ) — (560,553 ) Net Other Long Term Assets $ 938,038 $ (5,747 ) $ — $ 932,291 The Company capitalizes legal costs and filing fees associated with obtaining patents on its new discoveries. Once the patents have been issued, the Company amortizes these costs over the shorter of the legal life of the patent or its estimated economic life using the straight-line method. Based upon the current status of the above intangible assets, the aggregate amortization expense is estimated to be approximately $71,000 for each of the next five fiscal years. The Company tests intangible assets with finite lives for impairment upon significant changes in the Company's business environment. The testing resulted in no patent impairment for the three months ended March 31, 2017 and $134,000 for the three months ended March 31, 2016. The impairment charges are related to the Company's ongoing analysis of which specific country patents in its portfolio are determined as potentially worth pursuing. |
Notes and other obligations
Notes and other obligations | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes and other obligations | Note 5. Notes and Other Obligations: Notes and other obligations consisted of the following: March 31, 2017 (Unaudited) December 31, 2016 Mortgage notes $ — $ — Other short-term installment obligations 56,158 139,611 56,158 139,611 Less current portion 56,158 139,611 $ — $ — Mortgage notes: Prior to the February 2016 sale of the corporate headquarters, the Company had a permanent mortgage on its land and building that was refinanced in May 2013. The mortgage was held by a commercial bank and included a portion guaranteed by the U. S. Small Business Administration ("SBA"). The loan was collateralized by the real property and the SBA portion was also personally guaranteed by a former officer of the Company. The commercial bank loan terms included a payment schedule based on a fifteen year amortization, with a balloon maturity at five years. The commercial bank portion had an interest rate fixed at 3.95%, and the SBA portion bore interest at the rate of 5.86%. The commercial bank portion of the loan required total monthly payments of approximately $11,700, which included approximately $4,500 per month in interest. The SBA portion of the loan required total monthly payments of approximately $9,000 through July 2023, which included approximately $3,500 per month in interest and fees in 2016. On February 25, 2016, the Company completed the sale of its corporate headquarters, land and building, and also paid off its mortgage obligations. See Note 3. Future maturities: The Company's total debt obligations require minimum annual principal payments of approximately $56,000 for the remainder of 2017, through the terms of the applicable debt agreements. |
Stockholders' equity
Stockholders' equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders' equity | Note 6. Stockholders' equity: Restricted common stock award: During the three months ended March 31, 2017, the Company approved the award of 165,000 restricted shares to members of its Board of Directors, of which 6,042 common shares were vested as of March 31, 2017 (see Note 7). Private placement offerings: In March 2017, the Company completed private placements totaling $7,000,000. Included was a common stock unit financing for $2,250,000 with certain accredited investors. The common stock unit offering totalled 900,000 units, consisted of 400,000 units for $1,000,000 less $294,026 of offering expenses, has been released to the respective parties, with the balance of 500,000 units for $1,250,000 held in escrow pending completion of release conditions. The common stock offering sold units (the "Units") at a purchase price of $2.50 per Unit. Each Unit consists of one share of the Company's common stock and a three-year warrant to purchase one share of the Company's common stock at an exercise price of $3.50 per share. The Company also closed on a convertible note financing with certain accredited investors with gross proceeds totaling $4,750,000. The convertible note financing proceeds are in escrow pending successful completion of release conditions. Following release from escrow the notes shall be convertible into shares of common stock at an initial conversion price of $2.50 per share. Warrants to purchase 1,900,000 shares of the Company's common stock at an initial exercise price of $3.56 per share were also issued with the convertible note financing. Pursuant to the terms of the convertible note purchase agreements, the Company has agreed to file a proxy to hold a special meeting of its shareholders to among other provisions, approve the terms of the offering and authorize preferred stock, all as specified in the agreements. The portion of the common stock unit financing held in escrow and the convertible note financing, held in escrow, have been reflected in the consolidated balance sheet at the face amount of the securities issued and held in escrow less the cash received for those securities, which is also held in escrow. When the release conditions have been met, the cash, common stock units and convertible notes will be reflected gross at their carrying amounts, net of any discounts. In addition, since the warrants given with the common stock unit and convertible note financings are also held in escrow pending the release conditions, their issuance is contingent upon satisfaction of release conditions, as defined in the agreements. Accordingly, they will be valued and financing proceeds will be allocated to them at the time the contingency is resolved. Any beneficial conversion feature resulting from the allocation of proceeds among the convertible notes and warrants will also be recorded at that time. The convertible notes accrue interest at 2% per annum commencing with their execution and as a result, the Company has recorded approximately $3,900 in interest expense during the three months ended March 31, 2017 and accrued interest of approximately $3,900 is included in the consolidated balance sheet as of March 31, 2017. The Company has evaluated the guidance ASC 480-10 Distinguishing Liabilities from Equity and Contracts in an Entity's Own Equity In connection with the private placements, the Company also entered into a Registration Rights Agreement, with the investors pursuant to which the Company agreed to file a registration statement covering the resale of the shares of common stock issuable upon exercise or conversion of the securities and to maintain its effectiveness until all such securities have been sold or may be sold without restriction. In the event a registration statement covering such shares of common stock is not effective, the Company is required to pay to the investors on a monthly basis an amount equal to 1% of the investors' investment, subject to conditions as defined in the agreement. |
Stock based compensation, optio
Stock based compensation, options and warrants | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock based compensation, options and warrants | Note 7. Stock based compensation, options and warrants: Stock based compensation: The Company recognized total expenses for stock-based compensation during the three months ended March 31, 2017 and 2016, which are included in the accompanying condensed consolidated statements of operations, in the following categories: 2017 2016 Selling, general and administrative expenses $ 133,043 $ 45,324 Research and development expenses — 2,560 Total stock-based compensation $ 133,043 $ 47,884 The Company recognized total stock-based compensation expense during the three months ended March 31, 2017 and 2016, from the following categories: 2017 2016 Restricted stock awards $ 30,431 $ — Stock options awards under the Plan 63,806 47,884 Non-qualified stock option awards 38,806 — Total stock-based compensation $ 133,043 $ 47,884 Restricted stock awards: A summary of the Company's restricted stock activity in the three months ended March 31, 2017 is presented here: Number of Shares Weighted Average Grant-Date Fair Value Outstanding at January 1, 2017 - $ - Granted 165,000 3.13 Forfeited (20,000 ) 3.13 Outstanding at March 31, 2017 145,000 $ 3.13 Vested at March 31, 2017 6,042 $ 3.13 During the three months ended March 31, 2017, the Company granted 165,000 restricted shares to members of its Board of Directors. Upon the resignation of a Director, 20,000 shares were subsequently forfeited. The weighted-average fair value of restricted shares granted during the three months ended March 31, 2017 was $3.13 per share based upon the share price as of the date of grant. The total fair value of restricted stock granted during the three months ended March 31, 2017 was approximately $516,000. The value of restricted stock grants are measured based on their fair value on the date of grant and amortized over the vesting period of twenty-four months. As of March 31, 2017, there was approximately $423,000 of unrecognized compensation cost related to unvested restricted stock awards, which is expected to be recognized over a remaining weighted-average vesting period of approximately 1.9 years. Stock options: The Company currently provides stock-based compensation to employees, directors and consultants, both under the Company's 2002 Stock Incentive Plan, as amended (the "Plan"), and non-qualified options and warrants issued outside of the Plan. During November, 2016, the Company's shareholders approved amendments to the Plan to increase the number of shares reserved under the Plan from 709,141 to 895,000 The Company's determination of the estimated fair value of share-based payment awards on the date of grant is affected by the following variables and assumptions: · Grant date exercise price – the closing market price of the Company's common stock on the date of the grant; · Estimated option term – based on historical experience with existing option holders; · Estimated dividend rates – based on historical and anticipated dividends over the life of the option; · Term of the option – based on historical experience, grants have lives of approximately 3-5 years; · Risk-free interest rates – with maturities that approximate the expected life of the options granted; · Calculated stock price volatility – calculated over the expected life of the options granted, which is calculated based on the daily closing price of the Company's common stock over a period equal to the expected term of the option; and · Option exercise behaviors – based on actual and projected employee stock option exercises and forfeitures. During the three months ended March 31, 2017 and 2016, respectively, no options were exercised. Stock incentive plan options: The Company currently provides stock-based compensation to employees, directors and consultants under the Plan. The Company did not grant any stock-based compensation to employees, directors or consultants for the three month periods ended March 31, 2017 or 2016. A summary of activity under the Plan for the three months ended March 31, 2017 is presented below: Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at January 1, 2017 566,747 $ 20.46 Granted - - Exercised - - Forfeited (14,836 ) 42.86 Outstanding at March 31, 2017 551,911 $ 19.85 7.1 $ 270,636 Exercisable at March 31, 2017 472,911 $ 22.68 6.7 $ 184,486 The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company's closing stock price on March 31, 2017 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders, had all option holders been able to, and in fact had, exercised their options on March 31, 2017. During the three months ended March 31, 2017, a total of 14,836 options that were granted under the Plan were forfeited, of which 836 were vested and 14,000 were unvested. The vested options were exercisable at an average of $710.40 per share, the unvested options were exercisable at an average of $3.00 per share. During the three months ended March 31, 2016, a total of 7,382 options that were granted under the Plan were forfeited, of which 3,762 were vested and 3,620 were unvested. The vested options were exercisable at an average of $26.61 per share and the unvested options were exercisable at an average of $15.13 per share. A summary of the activity of nonvested options under the Plan to acquire common shares granted to employees, officers, directors and consultants during the three months ended March 31, 2017 is presented below: Nonvested Shares Nonvested Shares Underlying Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Nonvested at January 1, 2017 97,738 $ 3.51 $ 2.58 Granted - - - Vested (4,738 ) 15.12 10.74 Forfeited (14,000 ) 3.00 2.25 Nonvested at March 31, 2017 79,000 $ 2.91 $ 2.15 At March 31, 2017, based upon employee, officer, director and consultant options granted under the Plan to that point, there was approximately $45,000 of additional unrecognized compensation cost related to stock options that will be recorded over a weighted average future period of one year. Other common stock purchase options and warrants: As of March 31, 2017, in addition to the Plan options discussed above, the Company had outstanding 897,003 non-qualified options and warrants in connection with warrants issued with offerings, an officer's employment, and options issued to six new employees, hired in connection with the Company's acquisition of BDI that were not issued under the Plan. During the three month periods ended March 31, 2017 and 2016 no options were granted outside of the Plan. Operating expenses for the three months ended March 31, 2017 included $38,806 related to stock-based compensation and the three months ended March 31, 2016 did not include any value related to stock-based compensation of non-qualified options and warrants. In March 2017, the Company completed a $1 million private placement of securities and in connection with that offering, granted investors in the offering warrants which are classified as equity, exercisable after six-months, to purchase a total of 400,000 shares of common stock at an exercise price of $3.50 per share and expiring in May 2020 (see Note 6). Following is a summary of outstanding options and warrants that were issued outside of the Plan for the three months ended March 31, 2017: Shares Underlying Options / Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at January 1, 2017 527,003 $ 13.36 Granted 400,000 3.50 Exercised - - Forfeited (30,000 ) 3.78 Outstanding at March 31, 2017 897,003 $ 9.29 2.5 $ 214,300 Exercisable at March 31, 2017 464,503 $ 15.47 1.0 $ 7,150 During the three months ended March 31, 2017 and 2016, no warrants were exercised. Included at March 31, 2017 in the 897,003 total outstanding options are 829,503 non-compensatory rights, exercisable at an average of $9.66 per common share, expiring through May 2020, granted in connection with public offerings, and 67,500 rights exercisable at an average of $4.65 per common share, expiring through September 2021, issued under compensatory arrangements. The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company's closing stock price on March 31, 2017 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders, had all option holders been able to, and in fact had, exercised their options on March 31, 2017. |
Animal Health License Agreement
Animal Health License Agreements | 3 Months Ended |
Mar. 31, 2017 | |
Animal Health License Agreements [Abstract] | |
Animal Health License Agreements | Note 8. Animal Health License Agreements: Effective May 1, 2004, Washington University in St. Louis ("WU") and Bioptix entered into an Exclusive License Agreement ("WU License Agreement"), which grants Bioptix exclusive license and right to sublicense WU's technology (as defined under the WU License Agreement) for veterinary products worldwide, except where such products are prohibited under U.S. laws for export. The term of the WU License Agreement continues until the expiration of the last of WU's patents (as defined in the WU License Agreement) expire. Bioptix has agreed to pay minimum annual royalties of $20,000 during the term of the WU License Agreement and such amounts are creditable against future royalties. Royalties payable to WU under the WU License Agreement for covered product sales by Bioptix carry a mid-single digit royalty rate and for sublicense fees received by Bioptix carry a low double-digit royalty rate. The WU License Agreement contains customary terms for confidentiality, prosecution and infringement provisions for licensed patents, publication rights, indemnification and insurance coverage. The WU License Agreement is cancelable by Bioptix with ninety days advance notice at any time and by WU with sixty days advance notice if Bioptix materially breaches the WU License Agreement and fails to cure such breach. In July 2012, the Company entered into an Exclusive License Agreement (the "License Agreement") with Ceva Santé Animale S.A. ("Licensee"), pursuant to which the Company granted the Licensee an exclusive royalty-bearing license, until December 31, 2028, to the Company's intellectual property and other assets, including patent rights and know-how, relating to recombinant single chain reproductive hormone technology for use in non-human mammals (the "Company's Animal Health Assets"). The License Agreement is subject to termination by the Licensee (a) for convenience on 180 days prior written notice, (b) in the Licensee's discretion in the event of a sale or other disposal of the Company's animal health assets, (c) in the Licensee's discretion upon a change in control of the Company, (d) for a material breach of the License Agreement by the Company, or (e) in the Licensee's discretion, if the Company becomes insolvent. The License Agreement is also terminable by the Company if there is a material breach of the License Agreement by the Licensee, or if the Licensee challenges the Company's ownership of designated intellectual property. The License Agreement includes a sublicense of the technology licensed to the Company by WU. Under the terms of the WU License Agreement, a portion of license fees and royalties Bioptix receives from sublicensing agreements will be paid to WU. The obligation for such license fees due to WU is included in accrued expenses at March 31, 2017. Under the License Agreement, the Licensee obtained a worldwide exclusive license to develop, seek regulatory approval for and offer to sell, market, distribute, import and export luteinizing hormone ("LH") and/or follicle-stimulating hormone ("FSH") products for bovine (cattle), equine and swine in the field of the assistance and facilitation of reproduction in bovine, equine and swine animals. Under the License Agreement, as of March 31, 2017, the following future milestone payments are provided, assuming future milestones are successfully achieved: • Milestone payments, totaling up to a potential of $1.1 million in the aggregate, based on the satisfactory conclusion of milestones as defined in the License Agreement; • Potential for milestone payments of up to an additional $2 million for development and receipt of regulatory approval for additional licensed products; and • Royalties, at low double digit rates, based on sales of licensed products. Revenue recognition related to the License Agreement and WU License Agreement is based primarily on the Company's consideration of ASC 808-10-45, " Accounting for Collaborative Arrangements. A tabular summary of the revenue categories and cumulative amounts of revenue recognition associated with the License Agreement follows: Category Totals License fees and milestone amounts paid / achieved $ 1,920,000 Third party obligations recorded, including WU (363,700 ) Deferred revenue balance 1,556,300 Revenue amortization to March 31, 2017 (418,461 ) Net deferred revenue balance at March 31, 2017 $ 1,137,839 Commencement of license fees revenue recognition Upon signing or receipt Commencement of milestone revenue recognition Upon milestone achievement over then remaining life Original amortization period 197 months |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 9. Commitments and contingencies: Commitments: The Company's subsidiary, BDI, has a lease commitment on its office and laboratory space that expires March 31, 2018 and requires future non-cancellable lease payments of approximately $233,000 for the remainder of 2017 and $78,000 in 2018. The agreement requires monthly base rent of approximately $15,700 and common area maintenance costs are currently approximately $10,200 per month. Rent expense for the three months ended March 31, 2017 totaled approximately $87,000 which included short term facility rental expenses plus $80,000 in expense for the subsidiary's office and laboratory space. The Company had no rent expense for the three months ended 2016. Subsequent to March 31, 2017, an agreement with the subsidiary's landlord was reached to terminate the lease with a prepayment of rent through July 31, 2017 and surrender of the $37,000 lease deposit. As of March 31, 2017, the Company has employment agreements with three officers providing aggregate annual minimum commitments totaling approximately $900,000. The agreements contain customary confidentiality and benefit provisions. Contingencies: In the ordinary course of business and in the general industry in which the Company is engaged, it is not atypical to periodically receive a third party communication which may be in the form of a notice, threat, or "cease and desist" letter concerning certain activities. For example, this can occur in the context of the Company's pursuit of intellectual property rights. This can also occur in the context of operations such as the using, making, having made, selling, and offering to sell products and services, and in other contexts. The Company makes rational assessments of each situation on a case-by-case basis as such may arise. The Company periodically evaluates its options for trademark positions and considers a full spectrum of alternatives for trademark protection and product branding. We are currently not a party to any legal proceedings, the adverse outcome of which would, in our management's opinion, have a material adverse effect on our business, financial condition and results of operations. |
Significant accounting polici17
Significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation The consolidated financial statements of the Company include the accounts of Bioptix and its wholly-owned subsidiary, BDI. Intercompany accounts and transactions have been eliminated in the consolidation. |
Cash, cash equivalents and investments | Cash, cash equivalents and investments: The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. From time to time, the Company's cash account balances exceed the balances as covered by the Federal Deposit Insurance System. The Company has never suffered a loss due to such excess balances. The Company invests excess cash from time to time in highly-liquid debt and equity investments of highly-rated entities, which are classified as trading securities. Historically, the purpose of the investments has been to fund research and development, product development, FDA clearance-related activities and general corporate purposes. Such amounts are recorded at market values using Level 1 inputs in determining fair value and are generally classified as current, as the Company does not intend to hold the investments beyond twelve months. Investment securities classified as trading are those securities that are bought and held principally for the purpose of selling them in the near term, with the objective of preserving principal and generating profits. These securities are reported at fair value with unrealized gains and losses reported as an element of other (expense) income in current period earnings. The Company's Board of Directors has approved an investment policy covering the investment parameters to be followed with the primary goals being the safety of principal amounts and maintaining liquidity. The policy provides for minimum investment rating requirements as well as limitations on investment duration and concentrations. Based upon market conditions, the investment guidelines have been tightened to increase the minimum acceptable investment ratings required for investments and shorten the maximum investment term. As of March 31, 2017, 100% of the investment portfolio was in cash and cash equivalents, which is presented as such on the accompanying balance sheet. To date, the Company's cumulative realized market loss from the investments has not been significant. For the three months ended March 31, 2017 and 2016, there was approximately $4,400 and $5,900, respectively, in management fee expenses. The Company's short-term investments comprise certificates of deposit, commercial paper and corporate bonds, all of which are classified as trading securities and carried at their fair value based upon quoted market prices of the securities at December 31, 2016. Net realized and unrealized gains and losses on trading securities are included in net loss. For purposes of determining realized gains and losses, the cost of securities sold is based on specific identification. The composition of trading securities is as follows at December 31, 2016: December 31, 2016 Cost Fair Value Certificates of deposit / commercial paper $ 2,378,222 $ 2,373,891 Corporate bonds 5,138,182 5,132,870 Total trading securities 7,516,404 7,506,761 Investment income for the three months ended March 31, 2017 and 2016 consists of the following: 2017 2016 Interest income $ 22,130 $ 24,530 Realized (losses) (21 ) (1,151 ) Unrealized gains 8,542 26,818 Management fee expenses (4,431 ) (5,912 ) Net investment income $ 26,220 $ 44,285 |
Fair value of financial instruments | Fair value of financial instruments: The Company accounts for financial instruments under Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic ("ASC") 820, Fair Value Measurements Level 1— quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 — observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 — assets and liabilities whose significant value drivers are unobservable. Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company's market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment. There were no financial assets or liabilities measured at fair value, with the exception of cash, cash equivalents and short-term investments as of March 31, 2017 and December 31, 2016. The carrying amounts of the Company's financial instruments (other than cash, cash equivalents and short-term investments as discussed above) approximate fair value because of their variable interest rates and/or short maturities combined with the recent historical interest rate levels. |
Revenue Recognition | Revenue Recognition: Revenue recognition related to the license agreement is based upon the licensee's right to use the technology and the Company's ongoing obligations to maintain and defend the patented rights and comply with the terms of the sub-license agreement whereby the license fees and milestone payments received from the agreement, net of the amounts due to third parties, have been recorded as deferred revenue and are amortized over the term of the license agreement. |
Inventories | Inventories: Inventories acquired as part of the BDI purchase are stated at the lower of cost or net realizable value. Cost is determined on the first-in, first-out (FIFO) method. The elements of cost in inventories include materials, labor and overhead. |
Goodwill | Goodwill: The Company performs a goodwill impairment analysis in the fourth quarter of each year, or whenever there is an indication of impairment. When conducting its annual goodwill impairment assessment, the Company initially performs a qualitative evaluation to determine if it is more likely than not that the fair value of its reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a two-step goodwill impairment test. The Company has determined, based on its evaluation, that the goodwill associated with the BDI acquisition was impaired and was written off as of March 31, 2017. The accumulated goodwill amortization of $60,712 arose prior to January 1, 2002 when the FASB revised the policy for goodwill amortization. |
Recently issued and adopted accounting pronouncements | Recently issued and adopted accounting pronouncements: The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company's consolidated financial statements properly reflect the change. In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update No. 2014-09, Revenue from Contracts with Customers In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606) - Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 to interim and annual periods beginning after December 15, 2017. The standard allows entities to apply the standard retrospectively to each prior period presented ("full retrospective adoption") or retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application ("modified retrospective adoption"). The Company plans to adopt this guidance on January 1, 2018, and continues to evaluate the impact of adopting under the modified retrospective adoption versus the full retrospective method. The Company is currently in the process of determining the impact of the new revenue recognition guidance on its revenue transactions, including any impacts on associated processes, systems, and internal controls. The Company's preliminary assessment indicates implementation of this standard will not have a material impact on financial results. The Company's evaluation has included determining whether the unit of account (i.e., performance obligations) will change as compared to current GAAP, as well as determining the standalone selling price of each performance obligation. The Company continues to evaluate the impact of this guidance and its subsequent amendments on the consolidated financial position, results of operations, and cash flows, and any preliminary assessments are subject to change. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02, Leases In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share Based Payment Accounting In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows In January 2017, the FASB issued an ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) |
Income (loss) per share | Income (loss) per share: ASC 260, Earnings Per Share Basic net earnings (loss) per share includes no dilution and is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net earnings (loss) per share reflect the potential dilution of securities that could share in the Company's earnings (loss). The effect of the inclusion of the dilutive shares would have resulted in a decrease in loss per share for the three months ended March 31, 2017. For the three months ended March 31, 2016, the effect of inclusion of the dilutive shares would have resulted in an increase in income per share, under the treasury stock method. Accordingly, the weighted average shares outstanding have not been adjusted for dilutive shares for any period presented. Outstanding stock options, warrants and other dilutive rights are not considered in the calculation, as the impact of the potential common shares (totaling approximately 1,588,000 shares and 757,000 shares for each of the three month periods ended March 31, 2017 and 2016, respectively) would be anti-dilutive. As of March 31, 2017 the dilutive rights held in escrow from the March 2017 private placement totaling approximately 4,802,000 share rights (3,802,000 share rights from the convertible notes financing and 1,000,000 share rights from the common stock offering) are also not considered in the calculation, as the impact would be anti-dilutive. |
Significant accounting polici18
Significant accounting policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Trading Securities | The composition of trading securities is as follows at December 31, 2016: December 31, 2016 Cost Fair Value Certificates of deposit / commercial paper $ 2,378,222 $ 2,373,891 Corporate bonds 5,138,182 5,132,870 Total trading securities 7,516,404 7,506,761 |
Schedule of Investment Income | Investment income for the three months ended March 31, 2017 and 2016 consists of the following: 2017 2016 Interest income $ 22,130 $ 24,530 Realized (losses) (21 ) (1,151 ) Unrealized gains 8,542 26,818 Management fee expenses (4,431 ) (5,912 ) Net investment income $ 26,220 $ 44,285 |
Acquisition and Discontinued 19
Acquisition and Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Assets and Liabilities Acquired | Under the acquisition method of accounting, the total estimated purchase consideration was allocated to the acquired tangible and intangible assets and assumed liabilities based on their estimated fair values as of the acquisition date. Following was the allocation of the purchase consideration: Cash and cash equivalents $ 17,000 Accounts receivable 21,000 Inventory 379,000 Prepaid and other assets 51,000 Equipment 1,000 Identifiable intangible assets: Trademarks (5 year estimated useful life) 99,000 Customer base (6 year estimated useful life) 37,000 Developed technology (4 year estimated useful life) $ 1,864,000 Total identifiable intangible assets 2,000,000 Goodwill 430,000 Accounts payable (118,000 ) Accrued and other liabilities (175,000 ) Non-controlling interest (29,000 ) Purchase price $ 2,577,000 |
Schedule of Intangible rights acquired | Intangible assets acquired consisted of the following as of December 31, 2016: Trademarks $ 99,000 Customer base 37,000 Developed technology 1,864,000 Total 2,000,000 Less accumulated amortization (148,264 ) Balance at December 31, 2016 $ 1,851,736 |
Schedule of Operation and Assets and Liabilities Related to Discontinued Operations | Assets and liabilities related to the discontinued operations of BDI are approximately as follows as of March 31, 2017 and December 31, 2016: March 31, 2017 December 31, 2016 Current assets: Accounts receivable $ 146,000 $ 5,000 Inventories 49,000 416,000 Prepaid expenses 5,000 66,000 Total current assets $ 200,000 $ 487,000 Equipment and furnishings, net 10,000 36,000 Intangible assets, net - 2,281,000 Deposit 37,000 37,000 Total noncurrent assets $ 47,000 $ 2,354,000 Current liabilities: Accounts payable $ 166,000 $ 174,000 Accrued expenses 46,000 85,000 Deferred revenue 137,000 - Total current liabilities $ 349,000 $ 259,000 Summarized results of the discontinued operation are as follows for the three months ended March 31, 2017: Sales $ 13,000 Cost of sales 2,000 Gross margin 11,000 Operating expenses 654,000 Operating loss (643,000 ) Impairment loss (2,704,000 ) Loss from discontinued operations $ (3,347,000 ) |
Property and equipment (Tables)
Property and equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: March 31, 2017 (Unaudited) December 31, 2016 Office and computer equipment $ 116,510 $ 116,510 Less accumulated depreciation 111,447 110,972 $ 5,063 $ 5,538 |
Other long-term assets (Tables)
Other long-term assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Other Long-Term Assets | Other long-term assets consisted of the following as of March 31, 2017 and December 31, 2016: Beginning Balance Additions Impairments Ending Balance March 31, 2017: Cost: Patents $ 1,032,982 $ 11,911 $ — $ 1,044,893 Goodwill 447,951 — — 447,951 Total 1,480,933 11,911 — 1,492,844 Accumulated Amortization: Patents (482,183 ) (17,658 ) — (499,841 ) Goodwill (60,712 ) — — (60,712 ) Total (542,895 ) (17,658 ) — (560,553 ) Net Other Long Term Assets $ 938,038 $ (5,747 ) $ — $ 932,291 |
Notes and other obligations (Ta
Notes and other obligations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Notes and other obligations consisted of the following: March 31, 2017 (Unaudited) December 31, 2016 Mortgage notes $ — $ — Other short-term installment obligations 56,158 139,611 56,158 139,611 Less current portion 56,158 139,611 $ — $ — |
Stock options and warrants (Tab
Stock options and warrants (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Recognized Stock-based Compensation | The Company recognized total expenses for stock-based compensation during the three months ended March 31, 2017 and 2016, which are included in the accompanying condensed consolidated statements of operations, in the following categories: 2017 2016 Selling, general and administrative expenses $ 133,043 $ 45,324 Research and development expenses — 2,560 Total stock-based compensation $ 133,043 $ 47,884 The Company recognized total stock-based compensation expense during the three months ended March 31, 2017 and 2016, from the following categories: 2017 2016 Restricted stock awards $ 30,431 $ — Stock options awards under the Plan 63,806 47,884 Non-qualified stock option awards 38,806 — Total stock-based compensation $ 133,043 $ 47,884 |
Summary of Stock Restricted Plan Activity | A summary of the Company's restricted stock activity in the three months ended March 31, 2017 is presented here: Number of Shares Weighted Average Grant-Date Fair Value Outstanding at January 1, 2017 - $ - Granted 165,000 3.13 Forfeited (20,000 ) 3.13 Outstanding at March 31, 2017 145,000 $ 3.13 Vested at March 31, 2017 6,042 $ 3.13 |
Summary of Stock Incentive Plan Activity | A summary of activity under the Plan for the three months ended March 31, 2017 is presented below: Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at January 1, 2017 566,747 $ 20.46 Granted - - Exercised - - Forfeited (14,836 ) 42.86 Outstanding at March 31, 2017 551,911 $ 19.85 7.1 $ 270,636 Exercisable at March 31, 2017 472,911 $ 22.68 6.7 $ 184,486 |
Schedule of Nonvested Share Activity | A summary of the activity of nonvested options under the Plan to acquire common shares granted to employees, officers, directors and consultants during the three months ended March 31, 2017 is presented below: Nonvested Shares Nonvested Shares Underlying Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Nonvested at January 1, 2017 97,738 $ 3.51 $ 2.58 Granted - - - Vested (4,738 ) 15.12 10.74 Forfeited (14,000 ) 3.00 2.25 Nonvested at March 31, 2017 79,000 $ 2.91 $ 2.15 |
Schedule of Nonqualified Award Activity | Following is a summary of outstanding options and warrants that were issued outside of the Plan for the three months ended March 31, 2017: Shares Underlying Options / Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at January 1, 2017 527,003 $ 13.36 Granted 400,000 3.50 Exercised - - Forfeited (30,000 ) 3.78 Outstanding at March 31, 2017 897,003 $ 9.29 2.5 $ 214,300 Exercisable at March 31, 2017 464,503 $ 15.47 1.0 $ 7,150 |
Animal Health License Agreeme24
Animal Health License Agreements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Animal Health License Agreements [Abstract] | |
Schedule of Current and Long-Term Deferred Revenues | A tabular summary of the revenue categories and cumulative amounts of revenue recognition associated with the License Agreement follows: Category Totals License fees and milestone amounts paid / achieved $ 1,920,000 Third party obligations recorded, including WU (363,700 ) Deferred revenue balance 1,556,300 Revenue amortization to March 31, 2017 (418,461 ) Net deferred revenue balance at March 31, 2017 $ 1,137,839 Commencement of license fees revenue recognition Upon signing or receipt Commencement of milestone revenue recognition Upon milestone achievement over then remaining life Original amortization period 197 months |
INTERIM FINANCIAL STATEMENTS (D
INTERIM FINANCIAL STATEMENTS (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 11,981,618 | $ 5,529,848 | $ 3,841,065 | $ 2,012,283 |
Working capital | 11,466,000 | |||
Stockholders' equity | 11,405,600 | 14,920,359 | ||
Accumulated deficit | $ 114,209,052 | $ 109,855,276 |
Significant accounting polici26
Significant accounting policies (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash, cash equivalents and short-term investments: | ||
Cash and cash equivalent investment portfolio, percentage | 100.00% | |
Management fees | $ 4,431 | $ 5,912 |
Significant accounting polici27
Significant accounting policies (Income (loss) per share) (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares not included in the computation of EPS | 1,588,000 | 757,000 |
Private Placement [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares not included in the computation of EPS | 4,802,000 | |
Private Placement [Member] | Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares not included in the computation of EPS | 1,000,000 | |
Private Placement [Member] | Convertible Note [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares not included in the computation of EPS | 3,802,000 |
Significant accounting polici28
Significant accounting policies (Schedule of Trading Securities) (Details) | Dec. 31, 2016USD ($) |
Schedule of Trading Securities and Other Trading Assets [Line Items] | |
Trading securities cost, current | $ 7,516,404 |
Trading securities fair value, current | 7,506,761 |
Certificates of deposit / commercial paper [Member] | |
Schedule of Trading Securities and Other Trading Assets [Line Items] | |
Trading securities cost, current | 2,378,222 |
Trading securities fair value, current | 2,373,891 |
Corporate Bonds [Member] | |
Schedule of Trading Securities and Other Trading Assets [Line Items] | |
Trading securities cost, current | 5,138,182 |
Trading securities fair value, current | $ 5,132,870 |
Significant accounting polici29
Significant accounting policies (Schedule of Investment Income) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Interest income | $ 22,130 | $ 24,530 |
Realized (losses) | (21) | (1,151) |
Unrealized gains | 8,542 | 26,818 |
Management fee expenses | (4,431) | (5,912) |
Net investment income | $ 26,220 | $ 44,285 |
Acquisition and Discontinued 30
Acquisition and Discontinued Operations (Narrative) (Details) - USD ($) | Sep. 12, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||
Net loss | $ 4,353,776 | $ (559,511) | ||
Impairment loss on Goodwill | ||||
BDI [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of outstanding voting stock owned by parent | 98.00% | |||
Percentage of Venaxis common stock issued as equity consideration | 14.00% | |||
Inventories acquired | $ 416,000 | |||
Inventories raw materials acquired | 188,000 | |||
Inventories finished goods acquired | 49,000 | $ 228,000 | ||
Total revenue | 55,000 | |||
Net loss | $ 399,000 | |||
Loss per share (Basic and Diluted) | $ 0.09 | |||
Impairment loss on Inventory | 408,000 | |||
Impairment loss on Goodwill | 430,000 | |||
Impairment loss of Equipment and furnishings | 38,000 | |||
Impairment loss of Intangible Assests | 1,833,000 | |||
Impairment loss on other items | $ 5,000 | |||
BDI [Member] | Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Equity consideration issued for acquisition, number of shares | 627,010 | |||
Value of equity consideration issued for acquisition | $ 2,577,000 |
Acquisition and Discontinued 31
Acquisition and Discontinued Operations (Schedule of Assets and Liabilities Acquired) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Nov. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | |
Identifiable intangible assets: | |||
Total identifiable intangible assets | $ 2,000,000 | ||
Goodwill | $ 447,951 | 447,951 | |
Estimated useful life | 197 months | ||
Trademarks [Member] | |||
Identifiable intangible assets: | |||
Total identifiable intangible assets | 99,000 | ||
Customer base [Member] | |||
Identifiable intangible assets: | |||
Total identifiable intangible assets | 37,000 | ||
Developed technology [Member] | |||
Identifiable intangible assets: | |||
Total identifiable intangible assets | $ 1,864,000 | ||
BDI [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 17,000 | ||
Accounts receivable | 21,000 | ||
Inventory | 379,000 | ||
Prepaid and other assets | 51,000 | ||
Equipment | 1,000 | ||
Identifiable intangible assets: | |||
Total identifiable intangible assets | 2,000,000 | ||
Goodwill | 430,000 | ||
Accounts payable | (118,000) | ||
Accrued and other liabilities | (175,000) | ||
Non-controlling interest | (29,000) | ||
Purchase price | 2,577,000 | ||
BDI [Member] | Trademarks [Member] | |||
Identifiable intangible assets: | |||
Total identifiable intangible assets | $ 99,000 | ||
Estimated useful life | 5 years | ||
BDI [Member] | Customer base [Member] | |||
Identifiable intangible assets: | |||
Total identifiable intangible assets | $ 37,000 | ||
Estimated useful life | 6 years | ||
BDI [Member] | Developed technology [Member] | |||
Identifiable intangible assets: | |||
Total identifiable intangible assets | $ 1,864,000 | ||
Estimated useful life | 4 years |
Acquisition and Discontinued 32
Acquisition and Discontinued Operations (Schedule of Intangible Assets Acquired) (Details) | Dec. 31, 2016USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Total | $ 2,000,000 |
Less accumulated amortization | (148,264) |
Net acquired intangibles | 1,851,736 |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Total | 99,000 |
Customer base [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Total | 37,000 |
Developed technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Total | $ 1,864,000 |
Acquisition and Discontinued 33
Acquisition and Discontinued Operations (Schedule of Assets and Liabilities related to Discontinued Operations) (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 |
Current assets: | |||
Total current assets | $ 200,167 | $ 486,890 | |
Current liabilities: | |||
Total current liabilities | 348,564 | $ 258,819 | |
BDI [Member] | |||
Current assets: | |||
Accounts receivable | 146,000 | $ 5,000 | |
Inventories | 49,000 | 416,000 | |
Prepaid expenses | 5,000 | 66,000 | |
Total current assets | 200,000 | 487,000 | |
Equipment and furnishings, net | 10,000 | 36,000 | |
Intangible assets, net | 2,281,000 | ||
Deposit | 37,000 | 37,000 | |
Total noncurrent assets | 47,000 | 2,354,000 | |
Current liabilities: | |||
Accounts payable | 166,000 | 174,000 | |
Accrued expenses | 46,000 | 85,000 | |
Deferred revenue | 137,000 | ||
Total current liabilities | $ 349,000 | $ 259,000 |
Acquisition and Discontinued 34
Acquisition and Discontinued Operations (Summarized results of the discontinued operation) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Impairment loss | $ 2,704,356 | |
BDI [Member] | ||
Sales | 13,000 | |
Cost of sales | 2,000 | |
Gross margin | 11,000 | |
Operating expenses | 654,000 | |
Operating loss | (643,000) | |
Impairment loss | (2,704,000) | |
Loss from discontinued operations | $ (3,347,000) |
Property and equipment (Narrati
Property and equipment (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Feb. 25, 2016 | |
Property, Plant and Equipment [Abstract] | |||
Sales price of corporate headquarters, land and building to a third party | $ 4,053,000 | ||
Gain on sale of property and equipment | $ 1,919,361 | ||
Proceeds from sale of property and equipment | $ 1,748,571 |
Property and equipment (Schedul
Property and equipment (Schedule of Property and Equipment) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 116,510 | $ 116,510 | |
Less accumulated depreciation | 111,447 | 110,972 | |
Total property and equipment, net | 5,063 | 5,538 | |
Depreciation expense | 500 | $ 400 | |
Office and computer equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 116,510 | $ 116,510 |
Other long-term assets (Narrati
Other long-term assets (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Future amortization | ||
2,018 | $ 71,000 | |
2,019 | 71,000 | |
2,020 | 71,000 | |
2,021 | 71,000 | |
2,022 | 71,000 | |
Patent impairment charges | $ 134,000 |
Other long-term assets (Schedul
Other long-term assets (Schedule of Other Long-Term Assets) (Details) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Goodwill: | |
Goodwill, beginning | $ 447,951 |
Additions | |
Impairments | |
Goodwill, ending | 447,951 |
Accumulated amortization | (60,712) |
Total other long-term assets: | |
Cost, beginning | 1,480,933 |
Additions | 11,911 |
Impairments | |
Cost, ending | 1,492,844 |
Cost, beginning | (542,895) |
Additions | (17,658) |
Impairments | |
Cost, ending | (560,553) |
Other long-term assets, net, beginning | 938,038 |
Additions | (5,747) |
Impairments | |
Other long-term assets, net, ending | 932,291 |
Patents [Member] | |
Patents: | |
Cost, beginning | 1,032,982 |
Additions | 11,911 |
Impairments | |
Cost, ending | 1,044,893 |
Accumulated amortization, beginning | (482,183) |
Additions | (17,658) |
Impairments | |
Accumulated amortization, ending | $ (499,841) |
Notes and other obligations (Na
Notes and other obligations (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Future Maturities: | |
2,017 | $ 56,000 |
Mortgage Notes [Member] | |
Debt Instrument [Line Items] | |
Amortization period | 15 years |
Balloon maturity period | 5 years |
Commercial Banks [Member] | Mortgage Notes [Member] | |
Debt Instrument [Line Items] | |
Fixed interest rate | 3.95% |
Periodic payments, principal and interest | $ 11,700 |
Periodic payments, interest | $ 4,500 |
U.S. Small Business Administration [Member] | Mortgage Notes [Member] | |
Debt Instrument [Line Items] | |
Fixed interest rate | 5.86% |
Periodic payments, principal and interest | $ 9,000 |
Periodic payments, interest | $ 3,500 |
Notes and other obligations (Sc
Notes and other obligations (Schedule of Long-Term Debt) (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Mortgage notes | ||
Other short-term installment obligations | 56,158 | 139,611 |
Notes and other obligations | 56,158 | 139,611 |
Less current portion | 56,158 | 139,611 |
Notes and other obligations, noncurrent |
Stockholders' equity (Details)
Stockholders' equity (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Class of Stock [Line Items] | |||
Proceeds from issuance of common stock | $ 705,974 | ||
Interest expense | 4,834 | $ 25,598 | |
Accrued interest | 3,904 | ||
Private Placement [Member] | |||
Class of Stock [Line Items] | |||
Proceeds from private placement | 7,000,000 | ||
Total amount of financing from common stock units | 2,250,000 | ||
Proceeds from issuance of common stock | $ 1,000,000 | ||
Issuance of common stock | 400,000 | ||
Offering expenses incurred from private placement stock issuance | $ 294,026 | ||
Common stock shares held in escrow | 500,000 | ||
Proceeds from common stock and warrants held in escrow | $ 1,250,000 | ||
Purchase price | $ 2.50 | ||
Private Placement [Member] | Warrant [Member] | |||
Class of Stock [Line Items] | |||
Exercise price of warrants | $ 3.56 | ||
Warrants to purchase common stock | 1,900,000 | ||
Warrant to purchase term | 3 years | ||
Private Placement [Member] | Convertible Note [Member] | |||
Class of Stock [Line Items] | |||
Debt instrument face amount | $ 4,750,000 | ||
Conversion price | $ 2.50 | ||
Interest rate percentage | 2.00% | ||
Interest expense | $ 3,900 | ||
Restricted Stock [Member] | |||
Class of Stock [Line Items] | |||
Award of restricted shares | 165,000 | ||
Common shares vested | 6,042 | ||
Warrant to purchase term | 24 months |
Stock based compensation, opt42
Stock based compensation, options and warrants (Schedule of Stock-based Compensation) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | $ 133,043 | $ 47,884 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | 30,431 | |
Stock options awards under the Plan Member [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | 63,806 | 47,884 |
Non-qualified stock option awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | 38,806 | |
Selling, general and administrative expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | 133,043 | 45,324 |
Research and development expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | $ 2,560 |
Stock based compensation, opt43
Stock based compensation, options and warrants (Schedule of Restricted Stock Activity) (Details) - Restricted Stock [Member] | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Number of shares | |
Beginning balance | shares | |
Granted | shares | 165,000 |
Forfeited | shares | (20,000) |
Ending balance | shares | 145,000 |
Vested at March 31, 2017 | shares | 6,042 |
Weighted Average Grant Date Fair value | |
Beginning balance | $ / shares | |
Granted | $ / shares | 3.13 |
Forfeited | $ / shares | 3.13 |
Ending balance | $ / shares | 3.13 |
Vested at March 31, 2017 | $ / shares | $ 3.13 |
Stock based compensation, opt44
Stock based compensation, options and warrants (Stock Incentive Plan Options) (Narrative) (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares reserved under the Plan | 895,000 | 709,141 | ||
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiration period | 3 years | |||
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiration period | 5 years | |||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted | 165,000 | |||
Options granted, exercise price | $ 3.13 | |||
Expiration period | 24 months | |||
Options vested | 6,042 | |||
Options forfeited, unvested | 20,000 | |||
Fair value of options vested | $ 516,000 | |||
Unrecognized compensation cost | $ 423,000 | |||
Unrecognized compensation cost, period for recognition | 1 year 10 months 24 days | |||
Stock Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Incentive stock options exercised to purchase common shares | ||||
Options granted | ||||
Options granted, exercise price | ||||
Options vested | 4,738 | |||
Options forfeited | 14,836 | 7,382 | ||
Options forfeited, unvested | 14,000 | |||
Options forfeited, exercise price | $ 42.86 | |||
Options expired, exercise price | 710.40 | $ 26.61 | ||
Options forfeited, unvested, exercise price | $ 3 | $ 15.13 | ||
Fair value of options vested | $ 51,000 | $ 127,000 | ||
Expected to vest | 63,000 | |||
Unrecognized compensation cost | $ 45,000 | |||
Stock Incentive Plan [Member] | Vested Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options forfeited | 836 | 3,762 | ||
Stock Incentive Plan [Member] | Unvested Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options forfeited | 14,000 | 3,620 |
Stock based compensation, opt45
Stock based compensation, options and warrants (Other Common Stock Purchase Options and Warrants) (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation, operating expense | $ 133,043 | $ 47,884 | |
Proceeds from common stock | 705,974 | ||
Private Placement [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Proceeds from common stock | $ 1,000,000 | ||
Expiration date | May 31, 2020 | ||
Private Placement [Member] | Convertible Note [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuance of common stock | 400,000 | ||
Nonqualified [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards outstanding | 897,003 | 527,003 | |
Options granted | 400,000 | ||
Options granted, exercise price | $ 3.50 | ||
Nonqualified [Member] | Non Compensatory Rights [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price of warrants | $ 9.66 | ||
Awards outstanding | 829,503 | ||
Expiration date | May 31, 2020 | ||
Nonqualified [Member] | Compensatory Arrangements [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price of warrants | $ 4.65 | ||
Awards outstanding | 67,500 | ||
Expiration date | Sep. 30, 2021 | ||
Nonqualified [Member] | Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation, operating expense | $ 38,806 |
Stock based compensation, opt46
Stock based compensation, options and warrants (Schedule of Award Activity) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stock Incentive Plan [Member] | ||
Shares Underlying Options | ||
Outstanding, beginning | 566,747 | |
Granted | ||
Exercised | ||
Forfeited | (14,836) | (7,382) |
Outstanding, ending | 551,911 | |
Exercisable | 472,911 | |
Weighted Average Exercise Price | ||
Outstanding, beginning | $ 20.46 | |
Granted | ||
Exercised | ||
Forfeited | 42.86 | |
Outstanding, ending | 19.85 | |
Exercisable | $ 22.68 | |
Weighted Average Remaining Contractual Term | ||
Outstanding | 7 years 1 month 6 days | |
Exercisable | 6 years 8 months 12 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 270,636 | |
Exercisable | $ 184,486 | |
Nonqualified [Member] | ||
Shares Underlying Options | ||
Outstanding, beginning | 527,003 | |
Granted | 400,000 | |
Exercised | ||
Forfeited | (30,000) | |
Outstanding, ending | 897,003 | |
Exercisable | 464,503 | |
Weighted Average Exercise Price | ||
Outstanding, beginning | $ 13.36 | |
Granted | 3.50 | |
Exercised | ||
Forfeited | 3.78 | |
Outstanding, ending | 9.29 | |
Exercisable | $ 15.47 | |
Weighted Average Remaining Contractual Term | ||
Outstanding | 2 years 6 months | |
Exercisable | 1 year | |
Aggregate Intrinsic Value | ||
Outstanding | $ 214,300 | |
Exercisable | $ 7,150 |
Stock based compensation, opt47
Stock based compensation, options and warrants (Schedule of Nonvested Awards) (Details) - Stock Incentive Plan [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Nonvested Shares Underlying Options | ||
Beginning balance | 97,738 | |
Granted | ||
Vested | (4,738) | |
Forfeited | (14,000) | |
Ending balance | 79,000 | |
Weighted Average Exercise Price | ||
Beginning balance | $ 3.51 | |
Granted | ||
Vested | 15.12 | |
Forfeited | 3 | $ 15.13 |
Ending balance | 2.91 | |
Weighted Average Grant Date Fair Value | ||
Beginning balance | 2.58 | |
Granted | ||
Vested | 10.74 | |
Forfeited | 2.25 | |
Ending balance | $ 2.15 |
Animal Health License Agreeme48
Animal Health License Agreements (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Animal Health License Agreements [Abstract] | |||
Annual royalty commitment | $ 20,000 | ||
Prior written notice period for termination of license agreement by the licensee | 180 days | ||
Aggregate milestone payments, maximum | $ 1,100,000 | ||
Additional milestone payments, maximum | 2,000,000 | ||
Original amount of deferred revenue | 1,556,300 | ||
Deferred revenue | 96,698 | $ 96,698 | |
Deferred revenue, noncurrent | 1,041,141 | $ 1,065,316 | |
Recognition of license fee revenue | $ 24,175 | $ 24,175 |
Animal Health License Agreeme49
Animal Health License Agreements (Schedule of Revenue Recognition Associated with the License Agreement) (Details) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Animal Health License Agreements [Abstract] | |
License fees and milestone amounts paid / achieved | $ 1,920,000 |
Third party obligations recorded, including WU | (363,700) |
Deferred revenue balance | 1,556,300 |
Revenue amortization to March 31, 2017 | (418,461) |
Net deferred revenue balance at March 31, 2017 | $ 1,137,839 |
Original amortization period | 197 months |
Commitments and contingencies (
Commitments and contingencies (Details) | 3 Months Ended |
Mar. 31, 2017USD ($)Officers | |
Employment Contracts [Member] | |
Operating Leased Assets [Line Items] | |
Number of officers | Officers | 3 |
Annual commitment amount | $ 900,000 |
Subsidiary [Member] | |
Operating Leased Assets [Line Items] | |
Rent expense | $ 80,000 |
BDI [Member] | |
Operating Leased Assets [Line Items] | |
Lease expiration date | Mar. 31, 2018 |
Future minimum operating lease commitments owed in 2017 | $ 233,000 |
Future minimum operating lease commitments owed in 2018 | 78,000 |
Monthly base rent owed for office and laboratory space | 15,700 |
Monthly common area maintenance costs required under lease agreement | 10,200 |
Rent expense | 87,000 |
Lease deposit | $ 37,000 |