Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 11, 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 | Jun. 30, 2017 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 5,403,919 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets (Note 1): | ||
Cash and cash equivalents | $ 11,933,573 | $ 5,529,848 |
Short-term investments | 7,506,761 | |
Prepaid expenses and other current assets | 51,741 | 219,991 |
Current assets of discontinued operations (Note 2) | 1,076 | 486,890 |
Total current assets | 11,986,390 | 13,743,490 |
Property and equipment, net (Note 3) | 4,587 | 5,538 |
Other long term assets, net (Note 4) | 915,687 | 938,038 |
Noncurrent assets of discontinued operations (Note 2) | 2,353,749 | |
Total assets | 12,906,664 | 17,040,815 |
Current liabilities: | ||
Accounts payable | 239,403 | 253,817 |
Accrued compensation | 6,726 | 1,520 |
Accrued expenses | 242,631 | 304,675 |
Notes and other obligations, current portion (Note 5) | 139,611 | |
Deferred revenue, current portion (Note 8) | 96,698 | 96,698 |
Current liabilities of discontinued operations (Note 2) | 264,082 | 258,819 |
Total current liabilities | 849,540 | 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) | 27,589 | |
Deferred revenue, less current portion (Note 8) | 1,016,967 | 1,065,316 |
Total liabilities | 1,894,096 | 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 and outstanding 5,392,503 (2017) and 4,503,971 (2016) | 126,533,391 | 124,775,635 |
Accumulated deficit | (115,520,823) | (109,855,276) |
Total stockholders' equity | 11,012,568 | 14,920,359 |
Total liabilities and stockholders' equity | $ 12,906,664 | $ 17,040,815 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Common stock, par value | ||
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 5,392,503 | 4,503,971 |
Common stock, shares outstanding | 5,392,503 | 4,503,971 |
Private Placement [Member] | ||
Common stock shares held in escrow | 500,000 | |
Proceeds from common stock and warrants held in escrow | $ 1,250,000 | |
Warrant [Member] | Private Placement [Member] | ||
Warrants to purchase common stock | 1,900,000 | |
Convertible Note [Member] | Private Placement [Member] | ||
Debt instrument face amount | $ 4,750,000 | |
Proceeds from convertible debt held in escrow | $ 4,750,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Other revenue - fee (Note 8) | $ 24,174 | $ 24,174 | $ 48,349 | $ 48,349 |
Operating expenses: | ||||
Selling, general and administrative | 1,062,540 | 822,835 | 2,097,193 | 1,852,961 |
Research and development | 27,658 | 73,085 | 45,350 | 445,671 |
Total operating expenses | 1,090,198 | 895,920 | 2,142,543 | 2,298,632 |
Operating loss from continuing operations | (1,066,024) | (871,746) | (2,094,194) | (2,250,283) |
Other income (expense): | ||||
Gain on sale of property and equipment (Note 3) | 912 | 1,920,273 | ||
Interest expense | (24,065) | (148) | (28,899) | (25,746) |
Investment income | 26,124 | 35,107 | 52,344 | 79,392 |
Total other income (expense) | 2,059 | 35,871 | 23,445 | 1,973,919 |
Loss from continuing operations | (1,063,965) | (835,875) | (2,070,749) | (276,364) |
Discontinued operations (Note 2): | ||||
Loss from operations | (332,843) | (975,479) | ||
Escrow forfeiture gain (Note 6) | 134,812 | 134,812 | ||
Impairment (loss) | (49,775) | (2,754,131) | ||
Total loss from discontinued operations | (247,806) | (3,594,798) | ||
Net loss | $ (1,311,771) | $ (835,875) | $ (5,665,547) | $ (276,364) |
Basic and diluted net loss per share (Note 1) | ||||
Continuing operations | $ (0.21) | $ (0.22) | $ (0.43) | $ (0.07) |
Discontinued operations | (0.05) | (0.74) | ||
Basic and diluted net loss per share (Note 1) | $ (0.26) | $ (0.22) | $ (1.17) | $ (0.07) |
Basic and diluted weighted average number of shares outstanding (Note 1) | 5,103,739 | 3,876,961 | 4,852,855 | 3,876,961 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Continuing operations: | ||
Net (loss) | $ (5,665,547) | $ (276,364) |
(Loss) from discontinued operations | (3,594,798) | |
(Loss) from continuing operations | (2,070,749) | (276,364) |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities of continuing operations: | ||
Stock-based compensation for services | 271,054 | 224,272 |
Depreciation and amortization | 37,767 | 46,031 |
Amortization of license fees | (48,349) | (48,350) |
Other non-cash (credits) charges | 168,077 | |
Gain on sale of property and equipment | (1,920,273) | |
Change in: | ||
Prepaid expenses and other current assets | 166,749 | 193,930 |
Accounts payable | (14,414) | (506,465) |
Accrued compensation | 5,206 | (436,465) |
Accrued expenses | (34,455) | 9,531 |
Net cash (used in) operating activities of continuing operations | (1,687,191) | (2,546,076) |
Net cash (used in) operating activities of discontinued operations | (888,787) | |
Net cash (used in) operating activities | (2,575,978) | (2,546,076) |
Continuing operations: | ||
Purchases of short-term investments | (10,149,937) | |
Proceeds from sales of short-term investments | 7,506,761 | 13,612,516 |
Proceeds from sale of property and equipment | 1,749,484 | |
Purchases of patent and trademark application costs | (12,965) | (14,378) |
Net cash provided by investing activities of continuing operations | 7,493,796 | 5,197,685 |
Net cash provided by investing activities of discontinued operations | 4,004 | |
Net cash provided by investing activities | 7,497,800 | 5,197,685 |
Continuing operations: | ||
Net proceeds from issuance of common stock, net of $336,476 in offering expenses | 1,913,509 | |
Redemption of equity rights | (291,995) | |
Repayment of notes payable and other obligations | (139,611) | (174,083) |
Net cash provided by (used in) financing activities of continuing operations | 1,481,903 | (174,083) |
Net increase in cash and cash equivalents | 6,403,725 | 2,477,526 |
Cash and cash equivalents at beginning of period | 5,529,848 | 2,012,283 |
Cash and cash equivalents at end of period | 11,933,573 | 4,489,809 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 1,571 | 31,362 |
Supplemental disclosure of investing information: | ||
Liability payoffs upon property sale | $ 2,064,758 |
Consolidated Statements of Cas6
Consolidated Statements of Cash Flows (Parenthetical) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Statement of Cash Flows [Abstract] | |
Payment of offering expenses | $ 336,476 |
INTERIM FINANCIAL STATEMENTS
INTERIM FINANCIAL STATEMENTS | 6 Months Ended |
Jun. 30, 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 June 30, 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 June 30, 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 June 30, 2017, the Company had approximate balances of cash and cash equivalents of $11,934,000, working capital of $11,137,000, total stockholders' equity of $11,013,000 and an accumulated deficit of $115,521,000. 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 for at least a year and a day from this filing, 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2017, 100% of the investment portfolio was in cash and cash equivalents, which is presented as such on the accompanying balance sheet. 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 six months ended June 30, 2017 and 2016 consists of the following: 2017 2016 Interest income $ 49,225 $ 64,550 Realized (losses) (21 ) (2,893 ) Unrealized gains 11,575 29,089 Management fee expenses (8,435 ) (11,354 ) Net investment income $ 52,344 $ 79,392 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 short-term investments as of June 30, 2017 and December 31, 2016. The carrying amounts of the Company's financial instruments (other than 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. 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 during the six months ended June 30, 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 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) In May 2017, the FASB issued ASU No. 2017-09, "Compensation-Stock Compensation: Scope of modification accounting". ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU No. 2017-09 is effective for fiscal years beginning after December 15, 2017, with early adoption permitted, including during an interim period for which financial statements have not yet been made available for issuance. The amendments should be applied prospectively to an award modified on or after the adoption date. The Company is currently evaluating the impact that the adoption of ASU 2017-09 will have on its consolidated financial statements. In July 2017, the FASB issued ASU No. 2017-11, "Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815)," which addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements. 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, excluding any nonvested restricted common shares. 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 periods ended June 30, 2017 and 2016. Outstanding stock options, warrants and other dilutive rights are not considered in the calculation, as the impact of the potential common shares (totaling approximately 1,500,000 shares and 966,000 shares for each of the six month periods ended June 30, 2017 and 2016, respectively) would be anti-dilutive. For the six months ended June 30, 2017 the dilutive rights held in escrow from the March 2017 private placements totaling approximately 3,811,000 share rights, respectively from the convertible notes financings are also not considered in the calculation, as the impact would be anti-dilutive. |
Acquisition and Discontinued Op
Acquisition and Discontinued Operations | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2016, as if the BDI acquisition had occurred as of January 1, 2016, would have reflected total revenue of $174,000, net loss of $2,102,000 and loss per share of $0.47. 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 June 30, 2017 no inventories were on hand. 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 June 30, 2017 and December 31, 2016: June 30, 2017 December 31, 2016 Current assets: Accounts receivable $ 1,000 $ 5,000 Inventories - 416,000 Prepaid expenses - 66,000 Total current assets $ 1,000 $ 487,000 Equipment and furnishings, net $ - $ 36,000 Intangible assets, net - 2,281,000 Deposit - 37,000 Total noncurrent assets $ - $ 2,354,000 Current liabilities: Accounts payable $ 99,000 $ 174,000 Accrued expenses 28,000 85,000 Deferred revenue 137,000 - Total current liabilities $ 264,000 $ 259,000 Summarized results of the discontinued operation are as follows for the three and six months ended June 30, 2017: Three Months Six Months Sales $ 17,000 $ 30,000 Cost of sales 3,000 5,000 Gross margin 14,000 25,000 Operating expenses 347,000 1,001,000 Operating loss (333,000 ) (976,000 ) Escrow forfeiture gain 135,000 135,000 Impairment (loss) (50,000 ) (2,754,000 ) Loss from discontinued operations $ (248,000 ) $ (3,595,000 ) Included in the impairment loss recognized on the discontinuance of BDI are impairment losses recognized on inventories of $453,000, equipment and furnishings of $29,000, identifiable intangible assets of $1,833,000, goodwill of $430,000, and $9,000 from all 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 | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Note 3. Property and equipment: Property and equipment consisted of the following: June 30, 2017 December 31, 2016 Office and computer equipment $ 114,309 $ 116,510 Less accumulated depreciation 109,722 110,972 $ 4,587 $ 5,538 Depreciation expense totaled approximately $500 and $400, and $1,000 and $800, for the three and six month periods ended June 30, 2017 and 2016, respectively. Depreciation and amortization expenses also included $1,500 and $9,000, for the six month periods ended June 30, 2017 and 2016, respectively, on short-term assets included with prepaid expenses. 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 $1,920,000 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2017 and December 31, 2016: Beginning Balance (December 31, 2016) Additions Impairments Ending Balance (June 30, 2017) Cost: Patents $ 1,032,982 $ 12,965 $ — $ 1,045,947 Goodwill 447,951 — — 447,951 Total 1,480,933 12,965 — 1,493,898 Accumulated Amortization: Patents (482,183 ) (35,316 ) — (517,499 ) Goodwill (60,712 ) — — (60,712 ) Total (542,895 ) (35,316 ) — (578,211 ) Net Other Long Term Assets $ 938,038 $ (22,351 ) $ — $ 915,687 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 and six months ended June 30, 2017 and $34,000 and $168,000, for the three and six months ended June 30, 2016, respectively. 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 | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Notes and Other Obligations | Note 5. Notes and Other Obligations: Notes and other obligations consisted of short-term installment obligations, arising primarily from insurance premium financing programs bearing interest at 4.5%, with outstanding balances of zero and $139,611, as of June 30, 2017 and December 31, 2016, respectively. Mortgage notes: Prior to the February 2016 sale of the corporate headquarters, the Company had a permanent mortgage on its land and building. 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%. 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. |
Stockholders' equity
Stockholders' equity | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' equity | Note 6. Stockholders' equity: Restricted common stock award: During the six months ended June 30, 2017, 197,000 restricted shares were granted to Directors and Officers, of which 40,000 were terminated upon the individuals separation from the Company and 21,333 restricted common shares were vested as of June 30, 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 totaled 900,000 units, of which 400,000 units for $1,000,000 was released to the respective parties in March 2017, and the balance of 500,000 units for $1,250,000 was released in May 2017, less a total of $336,491 of offering expenses. 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 filed 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 convertible note financing, held in escrow, has been reflected in the accompanying June 30, 2017, 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 and convertible notes will be reflected gross at their carrying amounts, net of any discounts. In addition, since the warrants given with the 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 interest expense of approximately $23,700 during the three months ended June 30, 2017 and $27,600 during the six months ended June 30, 2017, respectively, and accrued interest of approximately $27,600 is included in the accompanying consolidated balance sheet as of June 30, 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. Common stock escrow forfeiture: During the six months ended June 30, 2017, under an agreement between the Company and one of the selling shareholders from the Company’s 2016 acquisition of BDI, rights to 32,801 common shares held in escrow on behalf of the selling shareholder were waived by the shareholder and returned to the Company where they were cancelled. Under the agreement each party mutually released each other from any and all claims that might relate to or arise from the acquisition of BDI. As a result of this cancellation, the $134,812, estimated value of the common shares, based upon $4.11 per share, was recorded as a gain in the BDI discontinued operations and a reduction in common stock. Equity rights terminations: During the six months ended June 30, 2017, the Company negotiated and executed agreements with holders of stock rights (stock options and restricted shares) to have such holders waive their rights to the stock rights in exchange for a one time cash payment. The majority of the holders had previously terminated from the Company or the agreements were made as part of separation agreements upon the individuals’ termination from the Company. Under the agreements, a total of 532,911 rights were forfeited, consisting of; 494,578 stock options under the Company's 2002 Stock Incentive Plan, 37,500 non-qualified options issued outside of the Plan and 833 restricted common shares. The total consideration under the agreements was $299,500. For financial reporting purposes the amounts paid to each holder was compared to the fair value of the stock rights forfeited using a Black-Scholes valuation and to the extent the amount paid exceeded the value of the stock rights forfeited, the payment amount was charged to stock-based compensation. For purposes of the Black-Scholes valuation, the Company assumed a dividend yield of 0%, expected price volatility of 49% to 99% risk free interest rates of 0.8% to 2.3% and expected terms based upon the remaining lives of the instruments. Of the total amount paid, $291,995 was charged to stockholders’ equity and $7,505 was charged to stock-based compensation. |
Stock based compensation, optio
Stock based compensation, options and warrants | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 2017 and 2016 which are included in the accompanying statements of operations, from the following categories: Three Months Ended Six Months Ended 2017 2016 2017 2016 Restricted stock awards under the Plan $ 57,745 $ — $ 88,176 $ — Stock option awards under the Plan 31,452 176,388 95,258 224,272 Non-qualified stock option awards 48,814 — 87,620 — Total stock-based compensation $ 138,011 $ 176,388 $ 271,054 $ 224,272 Restricted stock awards: A summary of the Company’s restricted stock activity in the six months ended June 30, 2017 is presented here: Number of Shares Weighted Average Grant-Date Fair Value Total restricted shares Outstanding at January 1, 2017 - $ - Granted 197,000 3.26 Forfeited (40,000 ) 3.13 Outstanding at June 30, 2017 157,000 $ 3.30 Total vested restricted shares Outstanding at January 1, 2017 - $ - Vested 22,166 3.14 Forfeited (833 ) 3.13 Vested at June 30, 2017 21,333 $ 3.14 During the six months ended June 30, 2017, the Company granted 177,000 restricted shares to members of its Board of Directors and 20,000 restricted shares to an officer. Upon the separation of two Directors, 40,000 restricted shares were subsequently forfeited, including 833 restricted shares that were re-acquired by the Company as part of the equity rights terminations (see Note 6). The weighted-average fair value of restricted shares granted during the six months ended June 30, 2017 was $3.26 per share based upon the share price as of the date of grant. The total fair value of restricted stock granted during the six months ended June 30, 2017 was approximately $643,200. The value of restricted stock grants are measured based on their fair value on the date of grant and amortized over their respective vesting periods, generally twenty-four months. As of June 30, 2017, there was approximately $435,200 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 1.6 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 six months ended June 30, 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 utilized assumptions in the estimation of fair value of stock-based compensation for the six months ended June 30, 2017 and 2016 as follows: 2017 2016 Dividend yield 0 % 0 % Expected price volatility 101 % 99 % Risk free interest rate 1.92 % 1.20 % Expected term 5 years 5 years A summary of activity under the Plan for the six months ended June 30, 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 20,000 4.02 Exercised - - Forfeited (495,414 ) 22.98 Outstanding at June 30, 2017 91,333 $ 3.16 7.3 $ 84,290 Exercisable at June 30, 2017 59,000 $ 2.93 6.1 $ 68,070 The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company's closing stock price on June 30, 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 June 30, 2017. During the six months ended June 30, 2017, 20,000 options were issued to a director under the Plan, exercisable at $4.02 per share with a grant date fair value of $3.04 per share. The options expire ten years from the date of grant and vest monthly over a period of 24 months in arrears. During the six months ended June 30, 2016, 77,000 options were issued to non-employee directors under the Plan, exercisable at an average of $2.89 per share. The options expire ten years from the date of grant and vest 50% upon on the date of grant, and 25% on each of July 1, 2016 and October 1, 2016. During the six months ended June 30, 2016, 150,000 options were issued to officers and employees under the Plan, exercisable at an average of $2.89 per share. The options expire ten years from the date of grant and vest 50% upon each of the six month and the one year anniversary of the grant date. During the six months ended June 30, 2017, a total of 495,414 options granted under the Plan were forfeited as part of the equity rights terminations (see Note 6). Of the total, 438,414 options were vested, exercisable at an average exercise price of $25.59 and 57,000 were unvested, exercisable at an average exercise price of $2.92. During the six months ended June 30, 2016, a total of 25,445 options that were granted under the Plan were forfeited, of which 21,825 were vested and 3,620 were unvested. The vested options were exercisable at an average of $39.81 per share and the unvested options were exercisable at an average of $15.13 per share. The total fair value of stock options granted to employees and directors that vested and became exercisable during the six months ended June 30, 2017 and 2016, was approximately $103,000 and $271,000, respectively. Based upon the Company’s experience, approximately 80% of the outstanding nonvested stock options, or approximately 26,000 options, are expected to vest in the future, under their terms. A summary of the activity of nonvested options under the Plan to acquire common shares granted to employees, officers, directors and consultants during the six months ended June 30, 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 20,000 4.02 3.04 Vested (28,405 ) 5.00 3.62 Forfeited (57,000 ) 2.92 2.16 Nonvested at June 30, 2017 32,333 $ 3.58 $ 2.70 At June 30, 2017, based upon employee and director options granted under the Plan to that point, there was approximately $63,000 of additional unrecognized compensation cost related to stock options that will be recorded over a weighted average future period of approximately 1.3 years. Other common stock purchase options and warrants: As of June 30, 2017, in addition to the Plan options discussed above, the Company had outstanding 1,272,929 non-qualified options and warrants in connection with warrants issued with offerings and options issued to certain employees, hired in connection with the Company's acquisition of BDI that were not issued under the Plan. During the six month periods ended June 30, 2017 and 2016 no options were granted outside of the Plan. Operating expenses for the three and six months ended June 30, 2017 included $48,814 and $87,620, respectively, related to stock-based compensation and the three and six months ended June 30, 2016 did not include any value related to stock-based compensation of non-qualified options and warrants. In March 2017, the Company completed a $2.25 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 900,000 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 six months ended June 30, 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 900,000 3.50 Exercised - - Forfeited (154,074 ) 19.68 Outstanding at June 30, 2017 1,272,929 $ 5.58 2.3 $ 526,500 Exercisable at June 30, 2017 372,929 $ 10.59 0.4 $ 4,500 During the six months ended June 30, 2017 and 2016, no warrants were exercised. Included at June 30, 2017 in the 1,272,929 total outstanding options are 1,257,929 non-compensatory rights, exercisable at an average of $5.60 per common share, expiring through March 2020, granted in connection with public offerings, and 15,000 rights exercisable at an average of $3.78 per common share, expiring July 31, 2017, issued under compensatory arrangements. During the six months ended June 30, 2017, a total of 154,074 options that were granted outside of the Plan were forfeited. Of the total forfeited, 45,000 lapsed due to the individuals’ terminations from the Company, all of which were unvested. The unvested options were exercisable at an average of $3.78 per share. An additional 71,574 expired under their terms. The remaining 37,500, which were forfeited resulted from negotiated payments made to each holder to waive their rights to the outstanding options (See Note 6). The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company's closing stock price on June 30, 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 June 30, 2017. |
Animal Health License Agreement
Animal Health License Agreements | 6 Months Ended |
Jun. 30, 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 June 30, 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 June 30, 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 June 30, 2017 (442,635 ) Net deferred revenue balance at June 30, 2017 $ 1,113,665 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 | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 9. Commitments and contingencies: Commitments: The Company's subsidiary, BDI, had a lease commitment on its office and laboratory space that was scheduled to expire March 31, 2018, requiring future non-cancellable lease payments of approximately $233,000 for the remainder of its term. During May 2017, an agreement with the subsidiary's landlord was reached to terminate the lease by surrendering the facility in May 2017, making a prepayment of rent through July 31, 2017 and surrendering of the $37,000 lease deposit. Total rent expense for the six months ended June 30, 2017 totaled approximately $229,000 which included payment of the early termination fee and the surrender of the $37,000 lease deposit. The Company’s rent expense for the six months ended June 30, 2016 was immaterial. On February 25, 2016, the Company completed the sale of its corporate headquarters, land, building and certain fixtures and equipment to a third party at a purchase price of $4,053,000. The sale resulted in a gain of approximately $1,900,000 and generated approximately $1,700,000 in net cash after expenses and mortgage payoffs. The Company is leasing back space in the building under short-term lease agreements that provide office and storage space required for its current level of operations. As of June 30, 2017, the Company has an employment agreement with one officer providing aggregate annual minimum commitments totaling approximately $272,000. 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) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Management's plans and basis of presentation | Management's plans and basis of presentation: The Company has experienced recurring losses and negative cash flows from operations. At June 30, 2017, the Company had approximate balances of cash and cash equivalents of $11,934,000, working capital of $11,137,000, total stockholders' equity of $11,013,000 and an accumulated deficit of $115,521,000. 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 for at least a year and a day from this filing, 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. |
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 June 30, 2017, 100% of the investment portfolio was in cash and cash equivalents, which is presented as such on the accompanying balance sheet. 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 six months ended June 30, 2017 and 2016 consists of the following: 2017 2016 Interest income $ 49,225 $ 64,550 Realized (losses) (21 ) (2,893 ) Unrealized gains 11,575 29,089 Management fee expenses (8,435 ) (11,354 ) Net investment income $ 52,344 $ 79,392 |
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 short-term investments as of June 30, 2017 and December 31, 2016. The carrying amounts of the Company's financial instruments (other than 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. |
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 during the six months ended June 30, 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 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) In May 2017, the FASB issued ASU No. 2017-09, "Compensation-Stock Compensation: Scope of modification accounting". ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU No. 2017-09 is effective for fiscal years beginning after December 15, 2017, with early adoption permitted, including during an interim period for which financial statements have not yet been made available for issuance. The amendments should be applied prospectively to an award modified on or after the adoption date. The Company is currently evaluating the impact that the adoption of ASU 2017-09 will have on its consolidated financial statements. In July 2017, the FASB issued ASU No. 2017-11, "Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815)," which addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements. |
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, excluding any nonvested restricted common shares. 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 periods ended June 30, 2017 and 2016. Outstanding stock options, warrants and other dilutive rights are not considered in the calculation, as the impact of the potential common shares (totaling approximately 1,500,000 shares and 966,000 shares for each of the six month periods ended June 30, 2017 and 2016, respectively) would be anti-dilutive. For the six months ended June 30, 2017 the dilutive rights held in escrow from the March 2017 private placements totaling approximately 3,811,000 share rights, respectively from the convertible notes financings are also not considered in the calculation, as the impact would be anti-dilutive. |
Significant accounting polici18
Significant accounting policies (Tables) | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2017 and 2016 consists of the following: 2017 2016 Interest income $ 49,225 $ 64,550 Realized (losses) (21 ) (2,893 ) Unrealized gains 11,575 29,089 Management fee expenses (8,435 ) (11,354 ) Net investment income $ 52,344 $ 79,392 |
Acquisition and Discontinued 19
Acquisition and Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2017 and December 31, 2016: June 30, 2017 December 31, 2016 Current assets: Accounts receivable $ 1,000 $ 5,000 Inventories - 416,000 Prepaid expenses - 66,000 Total current assets $ 1,000 $ 487,000 Equipment and furnishings, net $ - $ 36,000 Intangible assets, net - 2,281,000 Deposit - 37,000 Total noncurrent assets $ - $ 2,354,000 Current liabilities: Accounts payable $ 99,000 $ 174,000 Accrued expenses 28,000 85,000 Deferred revenue 137,000 - Total current liabilities $ 264,000 $ 259,000 Summarized results of the discontinued operation are as follows for the three and six months ended June 30, 2017: Three Months Six Months Sales $ 17,000 $ 30,000 Cost of sales 3,000 5,000 Gross margin 14,000 25,000 Operating expenses 347,000 1,001,000 Operating loss (333,000 ) (976,000 ) Escrow forfeiture gain 135,000 135,000 Impairment (loss) (50,000 ) (2,754,000 ) Loss from discontinued operations $ (248,000 ) $ (3,595,000 ) |
Property and equipment (Tables)
Property and equipment (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: June 30, 2017 December 31, 2016 Office and computer equipment $ 114,309 $ 116,510 Less accumulated depreciation 109,722 110,972 $ 4,587 $ 5,538 |
Other long-term assets (Tables)
Other long-term assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Other Long-Term Assets | Other long-term assets consisted of the following as of June 30, 2017 and December 31, 2016: Beginning Balance (December 31, 2016) Additions Impairments Ending Balance (June 30, 2017) Cost: Patents $ 1,032,982 $ 12,965 $ — $ 1,045,947 Goodwill 447,951 — — 447,951 Total 1,480,933 12,965 — 1,493,898 Accumulated Amortization: Patents (482,183 ) (35,316 ) — (517,499 ) Goodwill (60,712 ) — — (60,712 ) Total (542,895 ) (35,316 ) — (578,211 ) Net Other Long Term Assets $ 938,038 $ (22,351 ) $ — $ 915,687 |
Stock options and warrants (Tab
Stock options and warrants (Tables) | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 2017 and 2016 which are included in the accompanying statements of operations, from the following categories: Three Months Ended Six Months Ended 2017 2016 2017 2016 Restricted stock awards under the Plan $ 57,745 $ — $ 88,176 $ — Stock option awards under the Plan 31,452 176,388 95,258 224,272 Non-qualified stock option awards 48,814 — 87,620 — Total stock-based compensation $ 138,011 $ 176,388 $ 271,054 $ 224,272 |
Summary of Stock Restricted Plan Activity | A summary of the Company’s restricted stock activity in the six months ended June 30, 2017 is presented here: Number of Shares Weighted Average Grant-Date Fair Value Total restricted shares Outstanding at January 1, 2017 - $ - Granted 197,000 3.26 Forfeited (40,000 ) 3.13 Outstanding at June 30, 2017 157,000 $ 3.30 Total vested restricted shares Outstanding at January 1, 2017 - $ - Vested 22,166 3.14 Forfeited (833 ) 3.13 Vested at June 30, 2017 21,333 $ 3.14 |
Schedule of Fair Value Assumptions Used to Estimate Stock-based Compensation | The Company utilized assumptions in the estimation of fair value of stock-based compensation for the six months ended June 30, 2017 and 2016 as follows: 2017 2016 Dividend yield 0 % 0 % Expected price volatility 101 % 99 % Risk free interest rate 1.92 % 1.20 % Expected term 5 years 5 years |
Summary of Stock Incentive Plan Activity | A summary of activity under the Plan for the six months ended June 30, 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 20,000 4.02 Exercised - - Forfeited (495,414 ) 22.98 Outstanding at June 30, 2017 91,333 $ 3.16 7.3 $ 84,290 Exercisable at June 30, 2017 59,000 $ 2.93 6.1 $ 68,070 |
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 six months ended June 30, 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 20,000 4.02 3.04 Vested (28,405 ) 5.00 3.62 Forfeited (57,000 ) 2.92 2.16 Nonvested at June 30, 2017 32,333 $ 3.58 $ 2.70 |
Schedule of Nonqualified Award Activity | Following is a summary of outstanding options and warrants that were issued outside of the Plan for the six months ended June 30, 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 900,000 3.50 Exercised - - Forfeited (154,074 ) 19.68 Outstanding at June 30, 2017 1,272,929 $ 5.58 2.3 $ 526,500 Exercisable at June 30, 2017 372,929 $ 10.59 0.4 $ 4,500 |
Animal Health License Agreeme23
Animal Health License Agreements (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2017 (442,635 ) Net deferred revenue balance at June 30, 2017 $ 1,113,665 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 ($) | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 11,933,573 | $ 5,529,848 | $ 4,489,809 | $ 2,012,283 |
Working capital | 11,137,000 | |||
Stockholders' equity | 11,012,568 | 14,920,359 | ||
Accumulated deficit | $ 115,520,823 | $ 109,855,276 |
Significant accounting polici25
Significant accounting policies (Narrative) (Details) | Jun. 30, 2017 |
Cash, cash equivalents and short-term investments: | |
Cash and cash equivalent investment portfolio, percentage | 100.00% |
Significant accounting polici26
Significant accounting policies (Income (loss) per share) (Details) - shares | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares not included in the computation of EPS | 1,500,000 | 966,000 |
Private Placement [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares not included in the computation of EPS | 3,811,000 |
Significant accounting polici27
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 polici28
Significant accounting policies (Schedule of Investment Income) (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Interest income | $ 49,225 | $ 64,550 |
Realized (losses) | (21) | (2,893) |
Unrealized gains | 11,575 | 29,089 |
Management fee expenses | (8,435) | (11,354) |
Net investment income | $ 52,344 | $ 79,392 |
Acquisition and Discontinued 29
Acquisition and Discontinued Operations (Narrative) (Details) - USD ($) | Sep. 12, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||
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 | $ 228,000 | |||
Total revenue | $ 174,000 | |||
Net loss | $ 2,102,000 | |||
Loss per share (Basic and Diluted) | $ 0.47 | |||
Impairment loss on Inventory | 453,000 | |||
Impairment loss on Goodwill | 430,000 | |||
Impairment loss of Equipment and furnishings | 29,000 | |||
Impairment loss of Intangible Assests | 1,833,000 | |||
Impairment loss on other items | $ 9,000 | |||
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 30
Acquisition and Discontinued Operations (Schedule of Assets and Liabilities Acquired) (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Nov. 30, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | |
Identifiable intangible assets: | |||
Total identifiable intangible assets | $ 2,000,000 | ||
Goodwill | $ 447,951 | 447,951 | |
Estimated useful life | 197 months | ||
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 | ||
Trademarks [Member] | |||
Identifiable intangible assets: | |||
Total identifiable intangible assets | $ 99,000 | ||
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] | 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 | ||
BDI [Member] | Trademarks [Member] | |||
Identifiable intangible assets: | |||
Total identifiable intangible assets | $ 99,000 | ||
Estimated useful life | 5 years |
Acquisition and Discontinued 31
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 32
Acquisition and Discontinued Operations (Schedule of Assets and Liabilities related to Discontinued Operations) (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Total current assets | $ 1,076 | $ 486,890 |
Current liabilities: | ||
Total current liabilities | 264,082 | 258,819 |
BDI [Member] | ||
Current assets: | ||
Accounts receivable | 1,000 | 5,000 |
Inventories | 416,000 | |
Prepaid expenses | 66,000 | |
Total current assets | 1,000 | 487,000 |
Equipment and furnishings, net | 36,000 | |
Intangible assets, net | 2,281,000 | |
Deposit | 37,000 | |
Total noncurrent assets | 2,354,000 | |
Current liabilities: | ||
Accounts payable | 99,000 | 174,000 |
Accrued expenses | 28,000 | 85,000 |
Deferred revenue | 137,000 | |
Total current liabilities | $ 264,000 | $ 259,000 |
Acquisition and Discontinued 33
Acquisition and Discontinued Operations (Summarized results of the discontinued operation) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Escrow forfeiture gain | $ 134,812 | $ 134,812 | ||
Impairment (loss) | (49,775) | (2,754,131) | ||
BDI [Member] | ||||
Sales | 17,000 | 30,000 | ||
Cost of sales | 3,000 | 5,000 | ||
Gross margin | 14,000 | 25,000 | ||
Operating expenses | 347,000 | 1,001,000 | ||
Operating loss | (333,000) | (976,000) | ||
Escrow forfeiture gain | 135,000 | 135,000 | ||
Impairment (loss) | (50,000) | (2,754,000) | ||
Loss from discontinued operations | $ (248,000) | $ (3,595,000) |
Property and equipment (Narrati
Property and equipment (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 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 | $ 912 | $ 1,920,273 | |||
Proceeds from sale of property and equipment | 1,749,484 | ||||
Depreciation expense | $ 500 | $ 400 | 1,000 | 800 | |
Depreciation and amortization expense relating to short-term assets included with prepaid expenses | $ 1,500 | $ 9,000 |
Property and equipment (Schedul
Property and equipment (Schedule of Property and Equipment) (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 114,309 | $ 116,510 |
Less accumulated depreciation | 109,722 | 110,972 |
Total property and equipment, net | 4,587 | 5,538 |
Office and computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 114,309 | $ 116,510 |
Other long-term assets (Narrati
Other long-term assets (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Future amortization | ||||
2,018 | $ 71,000 | $ 71,000 | ||
2,019 | 71,000 | 71,000 | ||
2,020 | 71,000 | 71,000 | ||
2,021 | 71,000 | 71,000 | ||
2,022 | 71,000 | 71,000 | ||
Patent impairment charges | $ 34,000 | $ 168,000 |
Other long-term assets (Schedul
Other long-term assets (Schedule of Other Long-Term Assets) (Details) | 6 Months Ended |
Jun. 30, 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 | 12,965 |
Impairments | |
Cost, ending | 1,493,898 |
Cost, beginning | (542,895) |
Additions | (35,316) |
Impairments | |
Cost, ending | (578,211) |
Other long-term assets, net, beginning | 938,038 |
Additions | (22,351) |
Impairments | |
Other long-term assets, net, ending | 915,687 |
Patents [Member] | |
Patents: | |
Cost, beginning | 1,032,982 |
Additions | 12,965 |
Impairments | |
Cost, ending | 1,045,947 |
Accumulated amortization, beginning | (482,183) |
Additions | (35,316) |
Impairments | |
Accumulated amortization, ending | $ (517,499) |
Notes and Other Obligations (Na
Notes and Other Obligations (Narrative) (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Notes Payable | $ 139,611 | |
Fixed interest rate | 4.50% | |
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% | |
U.S. Small Business Administration [Member] | Mortgage Notes [Member] | ||
Debt Instrument [Line Items] | ||
Fixed interest rate | 5.86% |
Stockholders' equity (Details)
Stockholders' equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Class of Stock [Line Items] | ||||||
Proceeds from issuance of common stock | $ 1,913,509 | |||||
Interest rate percentage | 4.50% | 4.50% | ||||
Interest expense | $ 24,065 | $ 148 | $ 28,899 | $ 25,746 | ||
Accrued interest | $ 27,589 | $ 27,589 | ||||
Rights forfeited | 532,911 | |||||
Total consideration under the agreements forfeited during period | $ 299,500 | |||||
Total consideration under the agreements forfeited during period charged to equity | 291,995 | |||||
Total consideration under the agreements forfeited during period recorded as compensation | $ 7,505 | |||||
Dividend yield | 0.00% | 0.00% | ||||
Expected price volatility, minimum | 49.00% | |||||
Expected price volatility, maximum | 99.00% | |||||
Risk free interest rates, minimum | 0.80% | |||||
Risk free interest rates, maximum | 2.30% | |||||
2002 Stock Incentive Plan [Member] | ||||||
Class of Stock [Line Items] | ||||||
Rights forfeited | 494,578 | |||||
BDI [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of common shares previously held in escrow, cancelled during period | 32,801 | |||||
Estimated value of common shares recoded resulting in a reduction in impairment loss | $ 134,812 | |||||
Share price | $ 4.11 | $ 4.11 | ||||
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 | 2,250,000 | ||||
Proceeds from issuance of common stock | $ 2,250,000 | $ 1,000,000 | ||||
Issuance of common stock | 400,000 | |||||
Offering expenses incurred from private placement stock issuance | $ 336,491 | |||||
Common stock shares held in escrow | 500,000 | 500,000 | ||||
Proceeds from common stock and warrants released | $ 1,250,000 | |||||
Purchase price | $ 2.50 | $ 2.50 | ||||
Private Placement [Member] | Convertible Note [Member] | ||||||
Class of Stock [Line Items] | ||||||
Debt instrument face amount | $ 4,750,000 | $ 4,750,000 | ||||
Conversion price | $ 2.50 | $ 2.50 | ||||
Interest rate percentage | 2.00% | 2.00% | ||||
Interest expense | $ 23,700 | $ 27,600 | ||||
Accrued interest | $ 27,600 | $ 27,600 | ||||
Private Placement [Member] | Warrant [Member] | ||||||
Class of Stock [Line Items] | ||||||
Exercise price of warrants | $ 3.56 | $ 3.56 | ||||
Warrants to purchase common stock | 1,900,000 | 1,900,000 | ||||
Warrant to purchase term | 3 years | |||||
Restricted Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Award of restricted shares | 197,000 | |||||
Shares terminated | 40,000 | |||||
Common shares vested | 21,333 | |||||
Warrant to purchase term | 24 months | |||||
Rights forfeited | 833 | |||||
Non-qualified stock option awards [Member] | ||||||
Class of Stock [Line Items] | ||||||
Rights forfeited | 37,500 |
Stock based compensation, opt40
Stock based compensation, options and warrants (Schedule of Stock-based Compensation) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ 138,011 | $ 176,388 | $ 271,054 | $ 224,272 |
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | 57,745 | 88,176 | ||
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 | 31,452 | 176,388 | 95,258 | 224,272 |
Non-qualified stock option awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ 48,814 | $ 87,620 |
Stock based compensation, opt41
Stock based compensation, options and warrants (Schedule of Restricted Stock Activity) (Details) - Restricted Stock [Member] | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Total restricted shares, Number of shares | |
Beginning balance | shares | |
Granted | shares | 197,000 |
Forfeited | shares | (40,000) |
Ending balance | shares | 157,000 |
Total restricted shares, Weighted Average Grant Date Fair value | |
Beginning balance | |
Granted | 3.26 |
Forfeited | 3.13 |
Ending balance | 3.30 |
Vested at June 30, 2017 | $ 3.14 |
Total restricted shares, Number of shares | |
Outstanding at January 1, 2017 | shares | |
Vested | shares | 22,166 |
Forfeited | shares | (833) |
Vested at June 30, 2017 | shares | 21,333 |
Total vested restricted shares, Weighted Average Grant Date Fair value | |
Outstanding at January 1, 2017 | |
Vested | 3.14 |
Forfeited | 3.13 |
Vested at June 30, 2017 | $ 3.14 |
Stock based compensation, opt42
Stock based compensation, options and warrants (Stock Incentive Plan Options) (Narrative) (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 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 | ||
Rights forfeited | 532,911 | |||
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 | |||
Stock Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted | 20,000 | |||
Options granted, exercise price | $ 4.02 | |||
Options grant date fair value | $ 3.04 | |||
Options forfeited | 495,414 | 25,445 | ||
Options forfeited, unvested | 57,000 | |||
Options forfeited, exercise price | $ 22.98 | |||
Options forfeited, unvested, exercise price | $ 2.92 | |||
Fair value of options vested | $ 103,000 | $ 271,000 | ||
Expected to vest | 26,000 | |||
Unrecognized compensation cost | $ 63,000 | |||
Unrecognized compensation cost, period for recognition | 1 year 3 months 19 days | |||
Director [Member] | Stock Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted | 20,000 | |||
Options granted, exercise price | $ 4.02 | |||
Options grant date fair value | $ 3.04 | |||
Expiration period | 10 years | |||
Vesting period | 24 months | |||
Independent Directors [Member] | Stock Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted | 77,000 | |||
Options granted, exercise price | $ 2.89 | |||
Expiration period | 10 years | |||
Independent Directors [Member] | Stock Incentive Plan [Member] | Vesting in Period One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting rate | 50.00% | |||
Independent Directors [Member] | Stock Incentive Plan [Member] | Vesting in Period Two [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting rate | 25.00% | |||
Independent Directors [Member] | Stock Incentive Plan [Member] | Vesting in Period Three [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting rate | 25.00% | |||
Officers and Employees [Member] | Stock Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted | 150,000 | |||
Options granted, exercise price | $ 2.89 | |||
Expiration period | 10 years | |||
Officers and Employees [Member] | Stock Incentive Plan [Member] | Vesting in Period One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting rate | 50.00% | |||
Officers and Employees [Member] | Stock Incentive Plan [Member] | Vesting in Period Two [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting rate | 50.00% | |||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted | 197,000 | |||
Options granted, exercise price | $ 3.26 | |||
Options grant date fair value | $ 3.26 | |||
Expiration period | 24 months | |||
Vesting period | 24 months | |||
Options forfeited, unvested | 40,000 | |||
Fair value of options vested | $ 643,200 | |||
Expected to vest | 21,333 | |||
Unrecognized compensation cost | $ 435,200 | |||
Unrecognized compensation cost, period for recognition | 1 year 7 months 6 days | |||
Rights forfeited | 833 | |||
Restricted Stock [Member] | Board of Directors [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted | 177,000 | |||
Options forfeited | 40,000 | |||
Restricted Stock [Member] | Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted | 20,000 | |||
Vested Options [Member] | Stock Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options forfeited | 438,414 | 21,825 | ||
Options forfeited, exercise price | $ 25.59 | $ 39.81 | ||
Unvested Options [Member] | Stock Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options forfeited | 57,000 | 3,620 | ||
Options forfeited, unvested, exercise price | $ 2.92 | $ 15.13 |
Stock based compensation, opt43
Stock based compensation, options and warrants (Other Common Stock Purchase Options and Warrants) (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation, operating expense | $ 138,011 | $ 176,388 | $ 271,054 | $ 224,272 | ||
Proceeds from common stock | 1,913,509 | |||||
Private Placement [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Proceeds from common stock | $ 2,250,000 | $ 1,000,000 | ||||
Expiration date | May 31, 2020 | |||||
Nonqualified [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awards outstanding | 1,272,929 | 1,272,929 | 527,003 | |||
Options granted | 900,000 | 900,000 | ||||
Options granted, exercise price | $ 3.50 | $ 3.50 | ||||
Options forfeited | 154,074 | |||||
Lapsed shares | 45,000 | |||||
Unvested exercise price | $ 3.78 | $ 3.78 | ||||
Expired options | 71,574 | |||||
Remaining forfeited options | 37,500 | |||||
Nonqualified [Member] | Non Compensatory Rights [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price of warrants | $ 5.60 | $ 5.60 | ||||
Awards outstanding | 1,257,929 | 1,257,929 | ||||
Expiration date | Mar. 31, 2020 | |||||
Nonqualified [Member] | Compensatory Arrangements [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price of warrants | $ 3.78 | $ 3.78 | ||||
Awards outstanding | 15,000 | 15,000 | ||||
Expiration date | Jul. 31, 2017 | |||||
Nonqualified [Member] | Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation, operating expense | $ 48,814 | $ 87,620 |
Stock based compensation, opt44
Stock based compensation, options and warrants (Schedule of Assumptions in Estimation of Stock-Based Compensation) (Details) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Dividend yield | 0.00% | 0.00% |
Expected price volatility | 101.00% | 99.00% |
Risk free interest rate | 1.92% | 1.20% |
Expected term | 5 years | 5 years |
Stock based compensation, opt45
Stock based compensation, options and warrants (Schedule of Award Activity) (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Mar. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Nonqualified [Member] | |||
Shares Underlying Options | |||
Outstanding, beginning | 527,003 | ||
Granted | 900,000 | 900,000 | |
Exercised | |||
Forfeited | (154,074) | ||
Outstanding, ending | 1,272,929 | ||
Exercisable | 372,929 | ||
Weighted Average Exercise Price | |||
Outstanding, beginning | $ 13.36 | ||
Granted | $ 3.50 | 3.50 | |
Exercised | |||
Forfeited | 19.68 | ||
Outstanding, ending | 5.58 | ||
Exercisable | $ 10.59 | ||
Weighted Average Remaining Contractual Term | |||
Outstanding | 2 years 3 months 19 days | ||
Exercisable | 4 months 24 days | ||
Aggregate Intrinsic Value | |||
Outstanding | $ 526,500 | ||
Exercisable | $ 4,500 | ||
Stock Incentive Plan [Member] | |||
Shares Underlying Options | |||
Outstanding, beginning | 566,747 | ||
Granted | 20,000 | ||
Exercised | |||
Forfeited | (495,414) | (25,445) | |
Outstanding, ending | 91,333 | ||
Exercisable | 59,000 | ||
Weighted Average Exercise Price | |||
Outstanding, beginning | $ 20.46 | ||
Granted | 4.02 | ||
Exercised | |||
Forfeited | 22.98 | ||
Outstanding, ending | 3.16 | ||
Exercisable | $ 2.93 | ||
Weighted Average Remaining Contractual Term | |||
Outstanding | 7 years 3 months 19 days | ||
Exercisable | 6 years 1 month 6 days | ||
Aggregate Intrinsic Value | |||
Outstanding | $ 84,290 | ||
Exercisable | $ 68,070 |
Stock based compensation, opt46
Stock based compensation, options and warrants (Schedule of Nonvested Awards) (Details) - Stock Incentive Plan [Member] | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Nonvested Shares Underlying Options | |
Beginning balance | shares | 97,738 |
Granted | shares | 20,000 |
Vested | shares | (28,405) |
Forfeited | shares | (57,000) |
Ending balance | shares | 32,333 |
Weighted Average Exercise Price | |
Beginning balance | $ 3.51 |
Granted | 4.02 |
Vested | 5 |
Forfeited | 2.92 |
Ending balance | 3.58 |
Weighted Average Grant Date Fair Value | |
Beginning balance | 2.58 |
Granted | 3.04 |
Vested | 3.62 |
Forfeited | 2.16 |
Ending balance | $ 2.70 |
Animal Health License Agreeme47
Animal Health License Agreements (Narrative) (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 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 | 1,016,967 | $ 1,065,316 | |
Recognition of license fee revenue | $ 48,349 | $ 48,350 |
Animal Health License Agreeme48
Animal Health License Agreements (Schedule of Revenue Recognition Associated with the License Agreement) (Details) | 6 Months Ended |
Jun. 30, 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 June 30, 2017 | (442,635) |
Net deferred revenue balance at June 30, 2017 | $ 1,113,665 |
Original amortization period | 197 months |
Commitments and contingencies (
Commitments and contingencies (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)Officers | Jun. 30, 2016USD ($) | Feb. 25, 2016USD ($) | |
Operating Leased Assets [Line Items] | |||||
Sales price of corporate headquarters, land and building to a third party | $ 4,053,000 | ||||
Proceeds from sale of property plant and equipment | $ 1,749,484 | ||||
Gain from sale of property plant and equipment | $ 912 | $ 1,920,273 | |||
BDI [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Lease expiration date | Mar. 31, 2018 | ||||
Future minimum operating lease commitments owed in 2017 | 233,000 | $ 233,000 | |||
Lease deposit | $ 37,000 | ||||
Employment Contracts [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Number of officers | Officers | 1 | ||||
Annual commitment amount | $ 272,000 | $ 272,000 | |||
Subsidiary [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Rent expense | $ 229,000 |