Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 09, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2020 | |
Entity File Number | 001-35817 | |
Entity Registrant Name | CANCER GENETICS, INC. | |
Entity Central Index Key | 0001349929 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-3462475 | |
Entity Address, Address Line One | 201 Route 17 North | |
Entity Address, Address Line Two | 2nd Floor | |
Entity Address, City or Town | Rutherford, | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07070 | |
City Area Code | 201 | |
Local Phone Number | 528-9200 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | CGIX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,074,893 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,133 | $ 3,880 |
Restricted cash | 0 | 350 |
Accounts receivable | 773 | 696 |
Earn-Out from siParadigm, net, current portion | 141 | 747 |
Excess Consideration Note | 0 | 888 |
Other current assets | 754 | 546 |
Current assets of discontinuing operations | 0 | 71 |
Total current assets | 2,801 | 7,178 |
FIXED ASSETS, net of accumulated depreciation | 488 | 558 |
OTHER ASSETS | ||
Operating lease right-of-use assets, net of accumulated amortization | 47 | 94 |
Earn-Out from siParadigm, less current portion | 0 | 356 |
Patents and other intangible assets, net of accumulated amortization | 2,563 | 2,895 |
Investment in joint venture | 56 | 92 |
Goodwill | 3,090 | 3,090 |
Other | 645 | 641 |
Total other assets | 6,401 | 7,168 |
Total Assets | 9,690 | 14,904 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 2,863 | 2,072 |
Obligations under operating leases, current portion | 38 | 193 |
Obligations under finance leases, current portion | 53 | 68 |
Deferred revenue | 798 | 1,217 |
Note payable, net | 0 | 1,277 |
Current liabilities of discontinuing operations | 578 | 1,229 |
Total current liabilities | 4,751 | 6,972 |
Obligations under operating leases, less current portion | 10 | 10 |
Obligation under finance leases, less current portion | 79 | 107 |
Warrant liability | 45 | 178 |
Total Liabilities | 4,885 | 7,519 |
STOCKHOLDERS’ EQUITY | ||
Preferred stock, authorized 9,764 shares, $0.0001 par value, none issued | 0 | 0 |
Common stock, authorized 100,000 shares, $0.0001 par value, 2,506 and 2,104 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 0 | 0 |
Additional paid-in capital | 173,517 | 171,783 |
Accumulated other comprehensive income (loss) | (56) | 26 |
Accumulated deficit | (168,656) | (164,424) |
Total Stockholders’ Equity | 4,805 | 7,385 |
Total Liabilities and Stockholders’ Equity | 9,690 | 14,904 |
NovellusDx, Ltd | ||
CURRENT LIABILITIES | ||
Due to affiliate | 0 | 350 |
siParadigm | ||
CURRENT LIABILITIES | ||
Due to affiliate | 0 | 566 |
Advance from siParadigm, less current portion | 0 | 252 |
Buyer | ||
CURRENT LIABILITIES | ||
Due to affiliate | $ 421 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 9,764,000 | 9,764,000 |
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 2,506,000 | 2,104,000 |
Common stock, shares outstanding | 2,506,000 | 2,104,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Other Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,568 | $ 2,069 | $ 4,440 | $ 5,416 |
Cost of revenues | 912 | 993 | 2,366 | 2,729 |
Gross profit | 656 | 1,076 | 2,074 | 2,687 |
Operating expenses: | ||||
General and administrative | 1,217 | 1,239 | 4,982 | 4,205 |
Sales and marketing | 354 | 322 | 979 | 824 |
Impairment of goodwill | 0 | 2,873 | 0 | 2,873 |
Merger costs | 454 | 284 | 454 | 284 |
Total operating expenses | 2,025 | 4,718 | 6,415 | 8,186 |
Loss from operations | (1,369) | (3,642) | (4,341) | (5,499) |
Other income (expense): | ||||
Interest expense | (108) | (200) | (283) | (1,327) |
Interest income | 0 | 0 | 4 | 0 |
Change in fair value of acquisition note payable | 0 | 5 | 4 | 12 |
Change in fair value of other derivatives | 0 | 0 | 0 | 86 |
Change in fair value of warrant liability | (19) | 34 | 133 | 233 |
Change in fair value of siParadigm Earn-Out | (1) | (982) | (66) | (982) |
Other income (expense) | 146 | 0 | 251 | (11) |
Total other income (expense) | 18 | (1,143) | 43 | (1,989) |
Loss from continuing operations before income taxes | (1,351) | (4,785) | (4,298) | (7,488) |
Income tax expense (benefit) | 2 | 0 | 8 | (512) |
Loss from continuing operations | (1,353) | (4,785) | (4,306) | (6,976) |
Income from discontinuing operations | 0 | 6,760 | 74 | 561 |
Net income (loss) | (1,353) | 1,975 | (4,232) | (6,415) |
Foreign currency translation gain (loss) | (29) | (120) | (82) | (161) |
Comprehensive income (loss) | $ (1,382) | $ 1,855 | $ (4,314) | $ (6,576) |
Basic and diluted net loss per share from continuing operations (usd per share) | $ (0.58) | $ (2.38) | $ (1.96) | $ (3.77) |
Basic and diluted net income per share from discontinuing operations (usd per share) | 0 | 3.36 | 0.03 | 0.30 |
Basic and diluted net income (loss) per share (usd per share) | $ (0.58) | $ 0.98 | $ (1.93) | $ (3.47) |
Basic and diluted weighted-average shares outstanding | 2,328 | 2,014 | 2,193 | 1,850 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2018 | 924 | ||||
Beginning balance at Dec. 31, 2018 | $ 6,802 | $ 0 | $ 164,458 | $ 60 | $ (157,716) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock based compensation—employees | 158 | 158 | |||
Issuance of common stock (in shares) | 952 | ||||
Issuance of common stock | 5,412 | 5,412 | |||
Unrealized gain (loss) on foreign currency translation | (76) | (76) | |||
Net loss | (4,617) | (4,617) | |||
Ending balance (in shares) at Mar. 31, 2019 | 1,876 | ||||
Ending balance at Mar. 31, 2019 | 7,679 | $ 0 | 170,028 | (16) | (162,333) |
Beginning balance (in shares) at Dec. 31, 2018 | 924 | ||||
Beginning balance at Dec. 31, 2018 | 6,802 | $ 0 | 164,458 | 60 | (157,716) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Increase in fair value of embedded conversion option | 547 | ||||
Net loss | (6,415) | ||||
Ending balance (in shares) at Sep. 30, 2019 | 2,101 | ||||
Ending balance at Sep. 30, 2019 | 7,464 | $ 0 | 171,696 | (101) | (164,131) |
Beginning balance (in shares) at Mar. 31, 2019 | 1,876 | ||||
Beginning balance at Mar. 31, 2019 | 7,679 | $ 0 | 170,028 | (16) | (162,333) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock based compensation—employees | 102 | 102 | |||
Issuance of common stock (in shares) | 51 | ||||
Issuance of common stock | 350 | 350 | |||
Increase in fair value of embedded conversion option | 547 | 547 | |||
Unrealized gain (loss) on foreign currency translation | 35 | 35 | |||
Net loss | (3,773) | (3,773) | |||
Ending balance (in shares) at Jun. 30, 2019 | 1,927 | ||||
Ending balance at Jun. 30, 2019 | 4,940 | $ 0 | 171,027 | 19 | (166,106) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock based compensation—employees | 57 | 57 | |||
Issuance of common stock (in shares) | 174 | ||||
Issuance of common stock | 612 | 612 | |||
Unrealized gain (loss) on foreign currency translation | (120) | (120) | |||
Net loss | 1,975 | 1,975 | |||
Ending balance (in shares) at Sep. 30, 2019 | 2,101 | ||||
Ending balance at Sep. 30, 2019 | 7,464 | $ 0 | 171,696 | (101) | (164,131) |
Beginning balance (in shares) at Dec. 31, 2019 | 2,104 | ||||
Beginning balance at Dec. 31, 2019 | 7,385 | $ 0 | 171,783 | 26 | (164,424) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock based compensation—employees | 58 | 58 | |||
Issuance of common stock (in shares) | 3 | ||||
Issuance of common stock | 12 | 12 | |||
Unrealized gain (loss) on foreign currency translation | 104 | 104 | |||
Net loss | (1,179) | (1,179) | |||
Ending balance (in shares) at Mar. 31, 2020 | 2,107 | ||||
Ending balance at Mar. 31, 2020 | 6,380 | $ 0 | 171,853 | 130 | (165,603) |
Beginning balance (in shares) at Dec. 31, 2019 | 2,104 | ||||
Beginning balance at Dec. 31, 2019 | 7,385 | $ 0 | 171,783 | 26 | (164,424) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Increase in fair value of embedded conversion option | 0 | ||||
Net loss | (4,232) | ||||
Ending balance (in shares) at Sep. 30, 2020 | 2,506 | ||||
Ending balance at Sep. 30, 2020 | 4,805 | $ 0 | 173,517 | (56) | (168,656) |
Beginning balance (in shares) at Mar. 31, 2020 | 2,107 | ||||
Beginning balance at Mar. 31, 2020 | 6,380 | $ 0 | 171,853 | 130 | (165,603) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock based compensation—employees | 47 | 47 | |||
Fair value of common stock exchanged to settle Note Payable (in shares) | 153 | ||||
Fair value of common stock exchanged to settle Note Payable | 531 | 531 | |||
Unrealized gain (loss) on foreign currency translation | (157) | (157) | |||
Net loss | (1,700) | (1,700) | |||
Ending balance (in shares) at Jun. 30, 2020 | 2,260 | ||||
Ending balance at Jun. 30, 2020 | 5,101 | $ 0 | 172,431 | (27) | (167,303) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock based compensation—employees | 39 | 39 | |||
Fair value of common stock exchanged to settle Note Payable (in shares) | 246 | ||||
Fair value of common stock exchanged to settle Note Payable | 1,047 | 1,047 | |||
Unrealized gain (loss) on foreign currency translation | (29) | (29) | |||
Net loss | (1,353) | (1,353) | |||
Ending balance (in shares) at Sep. 30, 2020 | 2,506 | ||||
Ending balance at Sep. 30, 2020 | $ 4,805 | $ 0 | $ 173,517 | $ (56) | $ (168,656) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net income (loss) | $ (4,232) | $ (6,415) | ||
Income from discontinuing operations | (74) | (561) | ||
Loss from continuing operations | (4,306) | (6,976) | ||
Adjustments to reconcile net loss to net cash used in operating activities, continuing operations: | ||||
Depreciation | 130 | 53 | ||
Amortization | 332 | 328 | ||
Stock-based compensation | 152 | 226 | ||
Impairment of goodwill | 0 | 2,873 | ||
Change in fair value of warrant liability, acquisition note payable and other derivatives | (137) | (331) | ||
Amortization of operating lease right-of-use assets | 154 | 123 | ||
Change in fair value of siParadigm Earn-Out | 66 | 982 | ||
Amortization of discount on debt and debt issuance costs | 71 | 470 | ||
Loss on extinguishment of debt | 120 | 256 | ||
Interest added to Convertible Note | 0 | 268 | ||
Changes in: | ||||
Accounts receivable | (72) | (36) | ||
Other current assets | (203) | (422) | ||
Other non-current assets | (3) | (2) | ||
Accounts payable, accrued expenses and deferred revenue | 400 | 1,516 | ||
Due to Interpace Biosciences, Inc. | 421 | 0 | ||
Obligations under operating leases | (183) | (156) | ||
Net cash used in operating activities, continuing operations | (3,058) | (828) | ||
Net cash used in operating activities, discontinuing operations | (514) | (5,309) | ||
Net cash used in operating activities | (3,572) | (6,137) | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchase of fixed assets | (39) | (21) | ||
Distribution from Joint Venture | 36 | 0 | ||
Receipts from Excess Consideration Note | 888 | 0 | ||
Net cash provided by (used in) investing activities, continuing operations | 885 | (21) | ||
Net cash provided by investing activities, discontinuing operations | 78 | 3,044 | ||
Net cash provided by investing activities | 963 | 3,023 | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Principal payments on obligations under finance leases | (66) | (36) | ||
Proceeds from offerings of common stock, net of certain offering costs | 0 | 5,412 | ||
Payments on Advance from NovellusDx, Ltd. | (350) | 0 | ||
Net cash provided by (used in) financing activities, continuing operations | (416) | 5,376 | ||
Net cash used in financing activities, discontinuing operations | 0 | (115) | ||
Net cash provided by (used in) financing activities | (416) | 5,261 | ||
Effect of foreign exchange rates on cash and cash equivalents and restricted cash | (72) | (161) | ||
Net increase (decrease) in cash and cash equivalents and restricted cash | (3,097) | 1,986 | ||
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | ||||
Beginning | 4,230 | 511 | ||
Ending | 1,133 | 2,497 | ||
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS: | ||||
Cash and cash equivalents | $ 1,133 | $ 2,147 | ||
Restricted cash | 0 | 350 | ||
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | 1,133 | 2,497 | 1,133 | 2,497 |
SUPPLEMENTAL CASH FLOW DISCLOSURE | ||||
Cash paid for interest | 11 | 1,185 | ||
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES | ||||
Common stock issued in VentureEast settlement | 12 | 0 | ||
Fair value of common stock exchanged to settle Note Payable | 1,578 | 0 | ||
Right of use assets obtained through operating leases | 27 | 0 | ||
Fixed assets obtained through finance leases | 17 | 145 | ||
Conversion of debt and accrued interest into common stock | 0 | 350 | ||
Increase in fair value of embedded conversion option | 0 | 547 | ||
Exchanges of principal on Convertible Note for common stock | 0 | 612 | ||
Disposal of Business | ||||
Accounts receivable | 0 | |||
Operating lease right-of-use assets | 0 | 436 | ||
Note receivable from IDXG | 0 | |||
Advance, net | 0 | |||
Clinical Business | ||||
Disposal of Business | ||||
Goodwill | 0 | 1,188 | ||
Accounts payable and accrued expenses | 0 | (287) | ||
Gain on disposal of business | 0 | 1,222 | ||
Earn-Out from siParadigm | 0 | (2,269) | ||
Advance, net | 0 | 974 | ||
Net cash received in disposal | 0 | 828 | ||
BioPharma Disposal | ||||
Disposal of Business | ||||
Accounts receivable | 0 | 4,145 | ||
Other current assets | 0 | 1,142 | ||
Fixed assets | 0 | 2,998 | ||
Operating lease right-of-use assets | 0 | 1,969 | ||
Patents and other intangible assets | 0 | 42 | ||
Goodwill | 0 | 10,106 | ||
Accounts payable and accrued expenses | 0 | (6,351) | ||
Obligations under operating leases | 0 | (2,110) | ||
Obligations under finance leases | 0 | (451) | ||
Deferred revenue | 0 | (1,046) | ||
Line of credit | 0 | (2,665) | ||
Term note | 0 | (6,000) | ||
Gain on disposal of business | 0 | 7,274 | ||
Note receivable from IDXG | $ 0 | $ (6,795) | ||
Net cash received in disposal | $ 0 | $ 2,258 |
Organization, Description of Bu
Organization, Description of Business, Merger Agreement, Basis of Presentation, Reclassifications, Reverse Stock Split, and Business Disposals | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Description of Business, Merger Agreement, Basis of Presentation, Reclassifications, Reverse Stock Split, and Business Disposals | Organization, Description of Business, Merger Agreement, Basis of Presentation, Reclassifications, Reverse Stock Split and Business Disposals Cancer Genetics, Inc. (the "Company" or "CGI") supports the efforts of the biotechnology and pharmaceutical industries to develop innovative new drug therapies. Until the closing of the Business Disposals (as defined below) in July 2019, the Company was an emerging leader in enabling precision medicine in oncology by providing multi-disciplinary diagnostic and data solutions, facilitating individualized therapies through its diagnostic tests, services and molecular markers. Following the Business Disposals described below, the Company currently has an extensive set of anti-tumor referenced data based on predictive xenograft and syngeneic tumor models from the acquisition of vivo Pharm, Pty Ltd. (“ vivo Pharm”) in 2017, to provide Discovery Services such as contract research services, focused primarily on unique specialized studies to guide drug discovery and development programs in the oncology and immuno-oncology fields. The Company was incorporated in the State of Delaware on April 8, 1999 and, until the Business Disposals, had offices and state-of-the-art laboratories located in New Jersey and North Carolina and today continues to have laboratories in Pennsylvania and Australia. The Company’s corporate headquarters are in Rutherford, New Jersey. The Company offers preclinical services such as predictive tumor models, human orthotopic xenografts and syngeneic immuno-oncology relevant tumor models in its Hershey PA facility, and is a leader in the field of immuno-oncology preclinical services in the United States. This service is supplemented with GLP toxicology and extended bioanalytical services in its Australian-based facilities in Clayton, Victoria. Beginning in February 2020, the Company also has an animal testing facility and laboratory in Gilles Plains, South Australia, Australia. Merger Agreement On August 24, 2020, the Company announced the entry into an Agreement and Plan of Merger and Reorganization dated August 21, 2020 (“Merger Agreement”) between the Company, StemoniX, Inc., a Minnesota corporation (“StemoniX”), and CGI Acquisition, Inc., a Minnesota corporation and wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub will merge with and into StemoniX, with StemoniX surviving the merger and becoming a direct, wholly-owned subsidiary of the Company (the “Merger”). The transaction is structured as a reverse merger with StemoniX as the acquirer for accounting purposes. Pursuant to, and subject to the conditions of, the Merger Agreement, each share of common stock of StemoniX (other than Dissenting Shares (as defined in the Merger Agreement)), issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) shall be automatically converted into the right to receive an amount of shares of common stock, par value $0.0001 per share, of the Company (“CGI Common Stock”) equal to the Exchange Ratio (as defined in the Merger Agreement). All options to purchase shares of StemoniX Common Stock (“StemoniX Options”) outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into a stock option to purchase shares of CGI Common Stock, proportionately adjusted based on the Exchange Ratio. All warrants to purchase shares of StemoniX Common Stock (“StemoniX Warrants”) outstanding immediately prior to the Effective Time will be cancelled and converted into the right to receive the same consideration such warrantholder would have received had they exercised the StemoniX Warrants immediately prior to the merger, based on the Exchange Ratio, net of the exercise price. As a result, immediately following the Effective Time, but prior to the proportionate dilution to come from the contemplated private placement that is a condition of the merger (the “Private Placement”), the former StemoniX shareholders will hold approximately 78% of the outstanding shares of CGI Common Stock (which outstanding shares, the “Deemed Outstanding Shares”, in this context, includes the CGI Common Stock issuable on a net exercise basis with respect to any in-the-money CGI options, in-the-money CGI warrants, in-the-money StemoniX Options and in-the-money StemoniX Warrants but does not include any shares issued in the Private Placement) and the stockholders of CGI, will retain ownership of approximately 22% of the Deemed Outstanding Shares, with such percentages subject to certain closing adjustments based on the Net Cash (as defined in the Merger Agreement) held by each company (such adjustment, the “Net Cash Adjustment”) and, proportionately for all equity holders of the post-merger company, dilution from the Private Placement. The exact number of shares of CGI Common Stock that will be issued to StemoniX shareholders will be fixed immediately prior to the Effective Time to reflect the capitalization of CGI as of immediately prior to such time as well as the Net Cash Adjustment. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions for interim reporting as prescribed by the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2019, filed with the SEC on May 29, 2020. The condensed consolidated balance sheet as of December 31, 2019, included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. Interim financial results are not necessarily indicative of the results that may be expected for any future interim period or for the year ending December 31, 2020. Reclassifications Certain items in the prior year consolidated financial statements have been reclassified to conform to the current presentation. Reverse Stock Split On October 24, 2019, the Company amended its Certificate of Incorporation and effected a 30-for-1 reverse stock split of its common stock. All shares and per share information referenced throughout the condensed consolidated financial statements and footnotes have been retrospectively adjusted to reflect the reverse stock split. Business Disposals - Discontinuing Operations Interpace Diagnostics Group, Inc. On July 15, 2019, the Company entered into a secured creditor asset purchase agreement (the “BioPharma Agreement”) by and among the Company, Gentris, LLC, a wholly-owned subsidiary of the Company, Partners for Growth IV, L.P. (“PFG”), Interpace Biosciences, Inc. (“IDXG”) and a newly-formed subsidiary of IDXG, Interpace BioPharma, Inc. (“Buyer”). The BioPharma Agreement provided for a consensual private foreclosure sale by PFG of all assets relating to the Company’s BioPharma Business (as defined in the BioPharma Agreement) to Buyer (the “BioPharma Disposal”). Pursuant to the BioPharma Agreement, Buyer purchased from PFG certain assets and assumed certain liabilities of the Company relating to the BioPharma Business, providing as gross consideration $23.5 million, less certain closing adjustments totaling $2.0 million, of which $7.7 million was settled in the form of a promissory note issued by Buyer to the Company (the “Excess Consideration Note”) and the remainder was paid to PFG in cash. PFG utilized the cash proceeds to satisfy the outstanding balances of the Silicon Valley Bank (“SVB”) asset-based revolving line of credit (“ABL”) and the $6.0 million term note to PFG (“PFG Term Note”), and to satisfy certain transaction expenses. The balance of $2.3 million was delivered to the Company in addition to the Excess Consideration Note. The Excess Consideration Note, which required interest-only quarterly payments at a rate of 6% per year, matured in October 2019 and was settled on October 24, 2019 for $6.0 million, including interest of $24 thousand. The Buyer withheld from the settlement of the Excess Consideration Note approximately $775 thousand for a net worth adjustment (assets less liabilities) of the BioPharma business (“Net Worth”), $153 thousand to secure collection of certain older accounts receivable of the Company purchased by Buyer (“AR Holdback”) and an additional $735 thousand as security for indemnification obligations of the Company for any breaches of certain limited warranties and covenants of the Company and other specified items (“Indemnification Holdback”). The Company received the full amounts of the AR Holdback and the Indemnification Holdback in April and May 2020. The Company and Buyer also entered into a transition services agreement (the “TSA”) pursuant to which the Company and Buyer are providing certain services to each other to accommodate the transition of the BioPharma Business to Buyer. In particular, the Company agreed to provide to Buyer, among other things, certain personnel services, payroll processing, administration services and benefit administration services, for a reasonable period commencing July 15, 2019, subject to the terms and conditions of the TSA, in exchange for payment or reimbursement, as applicable, by Buyer for the costs related thereto, including salaries and benefits for certain of the Company’s BioPharma employees during the transition period. The Buyer paid for certain costs of the Company under the TSA with respect to a limited number of employees and professionals. Such shared services amounted to $10 thousand and $208 thousand for the quarter and the nine months ended September 30, 2020, respectively. In addition, the Buyer was reimbursing the Company, in part, for the salaries and benefits of John A. Roberts, the Company’s Chief Executive Officer, and Glenn Miles, the Company’s Chief Financial Officer through July 2020. The reimbursed portion of such salaries and benefits amounted to $5 thousand and $155 thousand for the quarter and nine months ended September 30, 2020, respectively. Including the amounts due under the TSA described above, the net amount due to the Buyer is approximately $421 thousand at September 30, 2020. The TSA will continue until a mutually-agreed upon end date. In connection with the closing of the BioPharma Disposal, the SVB ABL and the PFG Term Note were terminated, and all related liens were released. siParadigm, Inc. On July 5, 2019, the Company entered into an asset purchase agreement (the “Clinical Agreement”) by and among the Company and siParadigm, LLC (“siParadigm”), pursuant to which the Company sold to siParadigm, certain assets associated with the Company’s clinical laboratory business (the “Clinical Business,” and such assets, the “Designated Assets”), and agreed to cease operating its Clinical Business. The Designated Assets include intellectual property, equipment and customer lists associated with the Clinical Business. The cash consideration paid by siParadigm at closing was approximately $747 thousand, which includes approximately $45 thousand for certain equipment plus a $1.0 million advance payment of the Earn-Out (as defined below), less adjustments and costs of approximately $298 thousand. The Clinical Business sale (together with the BioPharma Disposal, the “Business Disposals”) was completed on July 8, 2019. The Earn- Out, to be paid over the 24 months post-closing, is based on fees for all tests performed by siParadigm for the Company’s clinical customers during the 12-month period following the closing (the “Earn-Out”). The Company has netted the Earn-out and Advance from siParadigm as of September 30, 2020 as all amounts are fixed and determinable and the Company and siParadigm intend to offset. At September 30, 2020, the net Earn-Out receivable from siParadigm was approximately $141 thousand. Under the Clinical Agreement, the Company agreed to certain non-competition and non-solicitation provisions, including that it cease performing certain clinical tests and will not solicit or seek business from certain of its customers (other than for the Company’s other lines of business) for a period of three years following the closing date (through July 2022). |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Going Concern At September 30, 2020, the Company's history of losses required management to assess its ability to continue operating as a going concern, according to ASC 2015-40, Going Concern . Even after the disposal of the Company's BioPharma Business and Clinical Business discussed in Note 1, the Company does not project that cash at September 30, 2020 along with the proceeds from the October 2020 offering will be sufficient to fund normal operations for the twelve months from the issuance of these financial statements in the Quarterly Report on Form 10-Q. Absent the Merger, the Company's ability to continue as a going concern is dependent on reduced losses and improved future cash flows. Alternatively, the Company may be required to raise additional equity or debt capital, or consummate other strategic transactions. These factors raise substantial doubt about the Company's ability to continue as a going concern for the twelve months from the issuance of these financial statements in the Quarterly Report on Form 10-Q. The Company can provide no assurance that these actions will be successful or that additional sources of financing will be available on favorable terms, if at all. The condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. On March 11, 2020 the World Health Organization declared the novel strain of coronavirus (“COVID-19”) a global pandemic and recommended containment and mitigation measures worldwide. In addition, the Company is located in New Jersey and was under a shelter-in-place mandate. Many of the Company's customers worldwide were similarly impacted. The global outbreak of the COVID-19 continues to rapidly evolve, and the extent to which the COVID-19 may impact the Company's business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions, and the effectiveness of actions taken in the United States and other countries to contain and treat the disease. As a healthcare provider, the Company is still providing Discovery Services and began to experience a slowdown in project work as a result of the COVID-19 pandemic during the third quarter of 2020 and expects the progress of many projects may be delayed. The Company continues to vigilantly monitor the situation with its primary focus on the health and safety of its employees and clients. In response to COVID-19, the Australian government has provided the Company various grants totaling $251 thousand. The Job Keeper Allowance was provided to supplement employee wages and totaled $99 thousand and $155 thousand for the three and nine months ended September 30, 2020, respectively. An additional $47 thousand and $90 thousand relates to cash boost payments received as a reimbursement of payroll taxes during the three and nine months ended September 30, 2020, respectively. The final $6 thousand r elates to small business grants received during the nine months ended September 30, 2020. These grants are recorded as other income. |
Discontinuing Operations
Discontinuing Operations | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinuing Operations | Discontinuing Operations As desc ribed in Note 1, the Company sold its BioPharma Business and Clinical Business in July 2019. In conjunction with the BioPharma Disposal, the Company repaid its debt to SVB and PFG. The Company elected to allocate approximately $22 thousand and $1.5 million of interest expense from the Convertible Note and Advance from NDX to discontinuing operations during the three and nine months ended September 30, 2019. Revenue and other significant accounting policies associated with the discontinuing operations have not changed since the most recently filed audited financial statements as of and for the year ended December 31, 2019. Summarized results of the Company's unaudited condensed consolidated discontinuing operations are as follows for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenue $ — $ 428 $ — $ 10,066 Cost of revenues — 567 — 7,667 Gross profit — (139) — 2,399 Operating expenses: Research and development — 47 — 937 General and administrative (9) 796 (83) 4,306 Sales and marketing — 15 1,528 Restructuring costs — 100 — 100 Transaction costs 9 — 9 651 Impairment of patents and other intangible assets — 601 — 601 Total operating expenses — 1,559 (74) 8,123 Income (loss) from discontinuing operations — (1,698) 74 (5,724) Other income (expense): Interest expense — (38) — (2,211) Gain on disposal of Clinical Business — 1,222 — 1,222 Gain on disposal of BioPharma Business — 7,274 — 7,274 Total other income (expense) — 8,458 — 6,285 Net income (loss) from discontinuing operations $ — $ 6,760 $ 74 $ 561 Unaudited condensed consolidated carrying amounts of major classes of assets and liabilities from discontinuing operations were as follows as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Current assets of discontinuing operations: Accounts receivable, net of allowance for doubtful accounts of $4,518 in 2020; $4,536 in 2019 $ — $ 71 Current assets of discontinuing operations $ — $ 71 Current liabilities of discontinuing operations Accounts payable and accrued expenses $ 578 $ 1,137 Due to Interpace Biosciences, Inc. — 92 Current liabilities of discontinuing operations $ 578 $ 1,229 Cash flows used in operating activities of discontinuing operations consisted of the following for the nine-months ended September 30, 2020 and 2019 (in thousands): Nine Months Ended September 30, 2020 2019 Income from discontinuing operations $ 74 $ 561 Adjustments to reconcile income from discontinuing operations to net cash used in operating activities, discontinuing operations Depreciation — 542 Amortization — 613 Provision for bad debts (28) 323 Accounts payable settlements (43) — Stock-based compensation (8) 91 Amortization of operating lease right-of-use assets — 436 Amortization of discount of debt and debt issuance costs — 601 Loss on extinguishment of debt — 328 Interest added to Convertible Note — 343 Gain on disposal of Clinical buisness — (1,222) Gain on disposal of BioPharma buisness — (7,274) Change in working capital components: Accounts receivable 99 711 Other current assets — 277 Other non-current assets — 2 Accounts payable, accrued expenses and deferred revenue (516) (1,273) Obligations under operating leases — (368) Due to Interpace Biosciences, Inc. (92) — Net cash used in operating activities, discontinuing operations $ (514) $ (5,309) |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | RevenueThe Company has remaining performance obligations as of September 30, 2020 and December 31, 2019 of $798 thousand and $1.2 million, respectively. Deferred revenue of $1.2 million from December 31, 2019 was recognized as revenue in the nine months ended September 30, 2020. Of the remaining performance obligations as of September 30, 2020, approximately $798 thousand are expected to be recognized as revenue in the next twelve months. During the three and nine months ended September 30, 2020, four customers accounted for approximately 66% and 63%, respectively, of the Company's consolidated revenue from continuing operations. During the three and nine months ended September 30, 2019, four customers accounted for approximately 83% and 79%, respectively, of the Company's consolidated revenue from continuing operations. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share For purposes of this calculation, stock warrants, outstanding stock options, convertible debt and unvested restricted shares are considered common stock equivalents using the treasury stock method, and are the only such equivalents outstanding. For all periods presented, all common stock equivalents outstanding were anti-dilutive. The following table summarizes equivalent units outstanding that were excluded from the earnings per share calculation because their effects were anti-dilutive (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Common stock purchase warrants 279 279 279 279 Stock options 71 68 71 68 Convertible Note — 206 — 206 Advance from NDX — 98 — 98 350 651 350 651 |
Leasing Arrangements
Leasing Arrangements | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leasing Arrangements | Leasing Arrangements Operating Leases The Company leases its laboratory, research facility and administrative office space under various operating leases. The Company also leases scientific equipment under various finance leases. Following the Business Disposals, the Company has assigned its office leases in North Carolina and New Jersey to Buyer. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, and operating lease liabilities, non-current on its unaudited condensed consolidated balance sheets. Finance leases are included in fixed assets, net of accumulated depreciation and obligations under finance leases. ROU assets represent the Company's right to use an underlying asset for the lease term and lease obligations represent the Company's obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease obligations are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company's incremental borrowing rate was determined by adjusting its secured borrowing interest rate for the longer-term nature of its leases. The Company's variable lease payments primarily consist of maintenance and other operating expenses from its real estate leases. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. The operating lease ROU asset also includes any lease payments made and excludes lease incentives incurred. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components. The Company has elected to account for these lease and non-lease components as a single lease component. The Company is also electing not to apply the recognition requirements to short-term leases of twelve months or less and instead will recognize lease payments as expense on a straight-line basis over the lease term. The components of operating and finance lease expense were as follows for the three and nine months ended September 30, 2020 and 2019, respectively, for continuing operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Finance lease cost: Amortization of right-of use assets $ 25 11 59 27 Interest on lease liabilities 3 4 10 9 Operating lease cost 60 43 176 130 Short-term lease cost 40 14 85 68 Variable lease cost 17 29 35 74 $ 145 $ 101 $ 365 $ 308 Supplemental cash flow related to leases of the Company's continuing operations was as follows for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cash paid amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 59 $ 54 $ 175 $ 164 Financing cash flows used for finance leases 43 11 66 36 Other supplemental information related to leases of the Company's continuing operations was as follows at September 30, 2020 and 2019, respectively: Nine months ended September 30, 2020 Nine months ended September 30, 2019 Weighted average remaining lease term (in years) Operating leases 1.31 1.24 Finance leases 3.04 3.97 Weighted average discount rate Operating leases 8.18 % 7.97 % Finance leases 8.54 % 9.07 % At September 30, 2020, future estimated minimum lease payments under non-cancelable operating leases were as follows (in thousands): Finance Operating Total 2020 (remaining 3 months) $ 22 $ 26 $ 48 2021 46 24 70 2022 36 12 48 2023 36 2 38 2024 9 — 9 Total minimum lease payments $ 149 64 213 Less amount representing interest 17 16 33 Present value of net minimum obligations 132 48 180 Less current obligation under finance and operating leases 53 38 91 Long-term obligation under finance and operating leases $ 79 $ 10 $ 89 |
Leasing Arrangements | Leasing Arrangements Operating Leases The Company leases its laboratory, research facility and administrative office space under various operating leases. The Company also leases scientific equipment under various finance leases. Following the Business Disposals, the Company has assigned its office leases in North Carolina and New Jersey to Buyer. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, and operating lease liabilities, non-current on its unaudited condensed consolidated balance sheets. Finance leases are included in fixed assets, net of accumulated depreciation and obligations under finance leases. ROU assets represent the Company's right to use an underlying asset for the lease term and lease obligations represent the Company's obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease obligations are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company's incremental borrowing rate was determined by adjusting its secured borrowing interest rate for the longer-term nature of its leases. The Company's variable lease payments primarily consist of maintenance and other operating expenses from its real estate leases. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. The operating lease ROU asset also includes any lease payments made and excludes lease incentives incurred. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components. The Company has elected to account for these lease and non-lease components as a single lease component. The Company is also electing not to apply the recognition requirements to short-term leases of twelve months or less and instead will recognize lease payments as expense on a straight-line basis over the lease term. The components of operating and finance lease expense were as follows for the three and nine months ended September 30, 2020 and 2019, respectively, for continuing operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Finance lease cost: Amortization of right-of use assets $ 25 11 59 27 Interest on lease liabilities 3 4 10 9 Operating lease cost 60 43 176 130 Short-term lease cost 40 14 85 68 Variable lease cost 17 29 35 74 $ 145 $ 101 $ 365 $ 308 Supplemental cash flow related to leases of the Company's continuing operations was as follows for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cash paid amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 59 $ 54 $ 175 $ 164 Financing cash flows used for finance leases 43 11 66 36 Other supplemental information related to leases of the Company's continuing operations was as follows at September 30, 2020 and 2019, respectively: Nine months ended September 30, 2020 Nine months ended September 30, 2019 Weighted average remaining lease term (in years) Operating leases 1.31 1.24 Finance leases 3.04 3.97 Weighted average discount rate Operating leases 8.18 % 7.97 % Finance leases 8.54 % 9.07 % At September 30, 2020, future estimated minimum lease payments under non-cancelable operating leases were as follows (in thousands): Finance Operating Total 2020 (remaining 3 months) $ 22 $ 26 $ 48 2021 46 24 70 2022 36 12 48 2023 36 2 38 2024 9 — 9 Total minimum lease payments $ 149 64 213 Less amount representing interest 17 16 33 Present value of net minimum obligations 132 48 180 Less current obligation under finance and operating leases 53 38 91 Long-term obligation under finance and operating leases $ 79 $ 10 $ 89 |
Financing
Financing | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Financing | Financing Advance from NDX On September 18, 2018, the Company entered into a merger agreement with NDX. In connection with signing the merger agreement, NDX loaned the Company $1.5 million. On October 21, 2019, the Company and NDX entered into a settlement agreement (“NDX Settlement Agreement”). The NDX Settlement Agreement required the Company to pay $100 thousand on the date of execution and $1.0 million upon receipt of proceeds from the Excess Consideration Note. The $1.0 million payment was made in October 2019. As a result of such payment, pursuant to the NDX Settlement Agreement, the balance of the Advance from NDX was reduced to $450 thousand and each party released the other from all claims under the original credit agreement and the Merger Agreement. The remaining amount due was to be paid in nine monthly payments of $50 thousand commencing in November 2019. If the Company fails to make any of the required monthly payments, NDX may convert all, but not less than all, of the amounts then owing into a number of shares of the Company’s common stock at a conversion price of $4.50 per share. The NDX Settlement Agreement adjusted the interest rate of the obligation to 0%. In July 2020, the Company paid the final $50 thousand on the Advance from NDX. Atlas Sciences Note In October 2019, the Company entered into a twelve-month unsecured promissory note with Atlas Sciences, LLC ("Atlas Sciences") of $1.3 million (the "Atlas Sciences Note"). The Atlas Sciences Note resulted in cash receipts of $1.3 million, reflecting an original issue discount of $88 thousand and expenses payable by the Company of $10 thousand. The Atlas Sciences Note has a 12-month term and bears interest at 10% per annum. Atlas Sciences may redeem any portion of the note, at any time after six months from the issuance date upon three business days' notice, subject to a monthly maximum redemption amount of $300 thousand. The Company may prepay the Atlas Sciences Note at any time without penalty. Upon the occurrence of an event of default, the interest rate will be adjusted to 22% per annum. Between June 3, 2020 and June 9, 2020, the Company issued an aggregate of approximately 153 thousand shares of the Company's common stock, with a fair value of $531 thousand, to Atlas Sciences in exchange for the return to the Company of $500 thousand of principal amount from its unsecured promissory note. Between July 23, 2020 and September 23, 2020, the Company issued an aggregate of approximately 246 thousand shares of the Company's common stock, with a fair value of $1.05 million, to Atlas Sciences in exchange for the return to the Company of the remaining principal and interest from its unsecured promissory note. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based CompensationThe Company has two equity incentive plans: the 2008 Stock Option Plan (the “2008 Plan”) and the 2011 Equity Incentive Plan (the “2011 Plan”, and together with the 2008 Plan, the “Stock Option Plans”). The Stock Option Plans are meant to provide additional incentive to officers, employees and consultants to remain in the Company's employment. Options granted are generally exercisable for up to 10 years. Effective April 9, 2018, the Company cannot issue additional options from the 2008 Plan. At September 30, 2020, 25 thousand shares remain available for future awards under the 2011 Plan. On January 2, 2020, the Company granted 20 thousand options to key employees. The options will vest in equal monthly installments over the next twelve months and have an exercise price of $5.53 per share. A summary of employee and non-employee stock option activity for the nine months ended September 30, 2020 for both continuing and discontinuing employees is as follows: Options Outstanding Weighted- Aggregate Number of Weighted- Outstanding January 1, 2020 64 $ 113.63 7.48 $ 24 Granted 20 5.53 Cancelled or expired (13) 109.42 Outstanding September 30, 2020 71 $ 83.90 6.76 $ — Exercisable September 30, 2020 59 $ 98.42 6.38 $ — Aggregate intrinsic value represents the difference between the fair value of the Company's common stock and the exercise price of outstanding, in-the-money options. As of September 30, 2020, total unrecognized compensation cost related to non-vested stock options granted to employees was approximately $110 thousand for continuing operations, which the Company expect to recognize over the next 1.81 years. The fair value of options granted to employees is estimated on the grant date using the Black-Scholes option valuation model. This valuation model requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (the period of time that the options granted are expected to be outstanding), the volatility of the Company's common stock, a risk-free interest rate, and expected dividends. Forfeitures will be recorded when they occur. No compensation cost is recorded for options that do not vest. Due to significant changes in the Company's business, the Company used the simplified calculation of expected life described in the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment , and volatility is based on the historical volatility of the Company's common stock. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company used an expected dividend yield of zero, as it does not anticipate paying any dividends in the foreseeable future. The following table presents the weighted-average assumptions used to estimate the fair value of options granted to continuing and discontinuing employees during the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2019 2020 2019 Volatility 94.57 % 110.43 % 93.86 % Risk free interest rate 1.84 % 1.68 % 1.95 % Dividend yield 0.00 % 0.00 % 0.00 % Term (years) 5.27 5.27 5.44 Weighted-average fair value of options granted during the period $ 3.23 $ 4.45 $ 4.32 The Company did not grant stock options during the three months ended September 30, 2020. Restricted stock awards have been granted to employees, directors and consultants as compensation for services. At September 30, 2020, there was no unrecognized compensation cost related to non-vested restricted stock granted to employees and directors. The TSA with Buyer described in Note 1 requires the Company to continue to employ individuals who will transfer to Buyer no later than six months from the closing of the transaction. Stock-based compensation related to these employees is included in discontinuing operations. The following table presents the effects of stock-based compensation related to stock option and restricted stock awards to employees and non-employees on the Company's continuing operations included in its Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss during the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cost of revenues $ 3 $ 4 $ 10 $ 12 General and administrative 36 36 142 214 Total stock-based compensation related to continuing operations $ 39 $ 40 $ 152 $ 226 During the nine months ended September 30, 2020, the Company recognized approximately $(8) thousand of stock-based compensation (benefit) related to discontinuing operations. During the three and nine months ended September 30, 2019, the Company recognized approximately $35 thousand and $91 thousand, respectively, of stock-based compensation related to discontinuing operations. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Warrants | Warrants The following table summarizes the warrant activity for the nine months ended September 30, 2020 (in thousands, except exercise price): Issued With / For Exercise Warrants 2020 Warrants Issued 2020 Warrants Expired Warrants Outstanding September 30, 2020 Non-Derivative Warrants: Financing $ 300.00 8 — — 8 Financing 450.00 9 — — 9 2015 Offering 150.00 115 — — 115 2017 Debt 27.60 15 — — 15 2019 Offering 7.43 31 — — 31 2019 Offering 7.59 35 — — 35 Total non-derivative warrants 115.54 B 213 — — 213 Derivative Warrants: 2016 Offerings 67.50 A 66 — — 66 Total derivative warrants 67.50 B 66 — — 66 Total $ 104.18 B 279 — — 279 A These warrants are subject to fair value accounting and contain a contingent net cash settlement feature. See Note 10. B Weighted-average exercise prices are as of September 30, 2020. |
Fair Value of Warrants
Fair Value of Warrants | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Warrants | Fair Value of Warrants The following table summarizes the derivative warrant activity subject to fair value accounting for the nine months ended September 30, 2020 (in thousands): Issued with/for Fair value of warrants Change in fair Fair value of warrants 2016 Offerings $ 178 $ (133) $ 45 The derivative warrants issued as part of the 2016 Offerings are valued using a probability-weighted Binomial model. The following tables summarize the assumptions used in computing the fair value of derivative warrants subject to fair value accounting at September 30, 2020 and December 31, 2019. 2016 Offerings As of September 30, 2020 As of December 31, 2019 Exercise price $ 67.50 $ 67.50 Expected life (years) 1.33 2.08 Expected volatility 164.40 % 150.69 % Risk-free interest rate 0.12 % 1.58 % Expected dividend yield — % — % |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Fair Value Measurements and Disclosures Topic of the FASB Accounting Standards Codification requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the Company's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, the Topic establishes a fair value hierarchy for valuation inputs that give the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company has the ability to access as of the measurement date. Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect the Company's own assumptions about the assumptions that market participants would use in pricing an asset or liability. The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): September 30, 2020 Total Quoted Prices in Significant Other Significant Liabilities: Warrant liability $ 45 $ — $ — $ 45 $ 45 $ — $ — $ 45 December 31, 2019 Total Quoted Prices in Significant Other Significant Assets: Earn-Out from siParadigm $ 1,103 $ — $ — $ 1,103 $ 1,103 $ — $ — $ 1,103 Liabilities: Warrant liability $ 178 $ — $ — $ 178 Notes payable 16 — — 16 $ 194 $ — $ — $ 194 At December 31, 2019, the Company had a liability payable to VenturEast from a prior acquisition. The liability to VenturEast was settled during the nine months ended September 30, 2020 with 3 thousand shares of common stock at a value of $4.20 per common share and following two payments of $50 thousand. The cash payments were recorded in general and administrative expense on the consolidated statement of operations and other comprehensive loss. During the three months ended September 30, 2020 and 2019, the Company recognized gains of approximately $0 and $5 thousand, respectively, due to the change in value of the note. During nine months ended September 30, 2020 and 2019, the Company recognized gains of approximately $4 thousand and $12 thousand, respectively, due to the change in value of the note. At September 30, 2020, the warrant liability consists of stock warrants issued as part of the 2016 Offerings that contain contingent net settlement features. In accordance with derivative accounting for warrants, the Company calculated the fair value of warrants and the assumptions used are described in Note 10, “Fair Value of Warrants.” During the three months ended September 30, 2020 and 2019, the Company recognized gains (losses) of approximately $(19) thousand and $34 thousand, respectively, on the derivative warrants due to the increase or decrease in its stock price. During nine months ended September 30, 2020 and 2019, the Company recognized gains of approximately $133 thousand and $233 thousand, respectively, on the derivative warrants due to the decrease in its stock price. At September 30, 2020, the earn-out amount from siParadigm was fixed and no longer subject to fair value accounting. Realized and unrealized gains and losses related to the change in fair value of the earn-out receivable from siParadigm, VenturEast note and warrant liability are included in other income (expense) on the Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss. The following table summarizes the activity of the earn-out receivable from siParadigm, the note payable to VenturEast and of the Company's derivative warrants, which were measured at fair value using Level 3 inputs (in thousands): Assets Liabilities Earn-Out from Note Payable Warrant siParadigm to VenturEast Liability Fair value at January 1, 2020 $ 1,103 $ 16 $ 178 Receipts received during period (288) — — Change in fair value (66) (4) (133) Removed from fair value accounting (749) — — Settlement of liability — (12) — Fair value at September 30, 2020 $ — $ — $ 45 |
Joint Venture Agreement
Joint Venture Agreement | 9 Months Ended |
Sep. 30, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint Venture Agreement | Joint Venture Agreement In November 2011, the Company entered into an affiliation agreement with the Mayo Foundation for Medical Education and Research (“Mayo”), subsequently amended. Under the agreement, the Company formed a joint venture with Mayo in May 2013 to focus on developing oncology diagnostic services and tests utilizing next generation sequencing. The joint venture is a limited liability company, with each party initially holding fifty percent of the issued and outstanding membership interests of the new entity (the “JV”). The agreement requires aggregate capital contributions by the Company of up to $6.0 million, of which $2.0 million has been paid to date. The timing of the remaining installments is subject to the JV’s achievement of certain operational milestones agreed upon by the board of governors of the JV. In exchange for its membership interest, Mayo’s capital contribution takes the form of cash, staff, services, hardware and software resources, laboratory space and instrumentation, the fair market value of which will be approximately equal to $6.0 million. Mayo’s continued contribution will also be conditioned upon the JV’s achievement of certain milestones. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsThe Company closed two public offerings in January 2019, in which various executives and directors purchased shares at the public offering price. On January 14, 2019, John Pappajohn, who was then a Director, John Roberts, the Company's President and Chief Executive Officer, and Geoffrey Harris, a Director, purchased 33 thousand shares, 3 thousand shares and 3 thousand shares, respectively, at the public offering price of $6.75 per share. On January 31, 2019, John Pappajohn, John Roberts, Edmund Cannon, a Director, and M. Glenn Miles, the Company's Chief Financial Officer, purchased 33 thousand shares, 6 thousand shares, 1 thousand shares and 5 thousand shares, respectively, at the public offering price of $6.90 per share. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies On April 5, 2018 and April 12, 2018, purported stockholders of the Company filed nearly identical putative class action lawsuits in the U.S. District Court for the District of New Jersey, against the Company, Panna L. Sharma, John A. Roberts, and Igor Gitelman, captioned Ben Phetteplace v. Cancer Genetics, Inc. et al., No. 2:18-cv-05612 and Ruo Fen Zhang v. Cancer Genetics, Inc. et al., No. 2:18-06353, respectively. The complaints alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 based on allegedly false and misleading statements and omissions regarding the Company's business, operational, and financial results. The lawsuits sought, among other things, unspecified compensatory damages in connection with purchases of the Company's stock between March 23, 2017 and April 2, 2018, as well as interest, attorneys’ fees, and costs. On August 28, 2018, the Court consolidated the two actions in one action captioned In re Cancer Genetics, Inc. Securities Litigation (the “Securities Litigation”) and appointed shareholder Randy Clark as the lead plaintiff. On October 30, 2018, the lead plaintiff filed an amended complaint, adding Edward Sitar as a defendant and seeking, among other things, compensatory damages in connection with purchases of CGI stock between March 10, 2016 and April 2, 2018. On December 31, 2018, Defendants filed a motion to dismiss the amended complaint for failure to state a claim. The Court granted the defendants’ motion to dismiss during the oral argument and on February 25, 2020, the Court issued a written order dismissing the case with prejudice. The Lead Plaintiff has not appealed the dismissal. In addition, on June 1, 2018, September 20, 2018, and September 25, 2018, purported stockholders of the Company filed nearly identical derivative lawsuits on behalf of the Company in the U.S. District Court for the District of New Jersey against the Company (as a nominal defendant) and current and former members of the Company’s Board of Directors and current and former officers of the Company. The three cases are captioned: Bell v. Sharma et al., No. 2:18-cv-10009-CCC-MF, McNeece v. Pappajohn et al., No. 2:18-cv-14093, and Workman v. Pappajohn, et al., No. 2:18-cv-14259 (the “Derivative Litigation”). The complaints allege claims for breach of fiduciary duty, violations of Section 14(a) of the Securities Exchange Act of 1934 (premised upon alleged omissions in the Company’s 2017 proxy statement), and unjust enrichment, and allege that the individual defendants failed to implement and maintain adequate controls, which resulted in ineffective disclosure controls and procedures, and conspired to conceal this alleged failure. The lawsuits seek, among other things, damages and/or restitution to the Company, appropriate equitable relief to remedy the alleged breaches of fiduciary duty, and attorneys’ fees and costs. On November 9, 2018, the Court in the Bell v. Sharma action entered a stipulation filed by the parties staying the Bell action until the Securities Litigation is dismissed, with prejudice, and all appeals have been exhausted; or the defendants’ motion to dismiss in the Securities Litigation is denied in whole or in part; or either of the parties in the Bell action gives 30 days’ notice that they no longer consent to the stay. On December 10, 2018, the parties in the McNeece action filed a stipulation that is substantially identical to the Bell stipulation. On February 1, 2019, the Court in the Workman action granted a stipulation that is substantially identical to the Bell stipulation. On May 15, 2020, the plaintiffs in the Workman action filed a notice of voluntary dismissal to the original action and have formally withdrawn. On May 18, 2020, the plaintiffs in the McNeece action filed a notice of voluntary dismissal to the original action and have formally withdrawn. On June 22, 2020, the plaintiffs in the Bell action voluntarily dismissed their action. Based upon the above dismissals of the securities class action litigation, the Company believes this matter is closed. The Company was expensing legal costs associated with the loss contingency as incurred. On November 10, 2020, a purported stockholder of the Company filed a complaint against the Company, CGI Acquisition, Inc., the directors of the Company and StemoniX, Inc. in the District Court of Delaware, entitled, Jason Kauffman v. Cancer Genetics, Inc. et al.. The complaint alleges that the Company’s Registration Statement on Form S-4, as filed with the SEC on October 16, 2020 (the “Registration Statement”), omitted to disclose certain material information allegedly necessary to make statements made in the Registration Statement not misleading and/or false, in violation of Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 14a-9 promulgated thereunder. The complaint seeks injunctive relief enjoining the Merger and costs, among other remedies. The Company believes that the claim asserted in this lawsuit is without merit and intends to vigorously defend the Company, CGI Acquisition, Inc. and the director defendants against this claim, however, there can be no assurance that the defendants will prevail in such lawsuit. The Company is not able to estimate any possible loss from this litigation at this time. It is possible that additional lawsuits may be filed in connection with the proposed Merger with StemoniX, Inc. |
Sale of Net Operating Losses
Sale of Net Operating Losses | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Sale of Net Operating Losses | Sale of Net Operating LossesOn April 4, 2019, the Company sold $11,638,516 of gross State of New Jersey NOL’s relating to the 2017 tax year as well as $71,968 of state research and development tax credits. The sale resulted in the net receipt by the Company of approximately $512,000, which is included in the income tax benefit line on the Condensed Consolidated Statements of Operations and Other Loss for the nine months ended September 30, 2019. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn October 28, 2020 the Company entered into an underwriting agreement with H.C. Wainwright & Co., LLC (“H.C. Wainwright”), relating to an underwritten public offering of approximately 1.6 million shares of common stock, including approximately 0.2 million shares subject to an option to purchase additional shares, which option was exercised in full on October 30, 2020, at a price to the public of $2.20 per share. The Company received gross proceeds from the offering of approximately $3.5 million, less underwriting discounts and commissions and estimated offering expenses payable by the Company of approximately $534 thousand. In addition, H.C. Wainwright received warrants to purchase approximately 94 thousand shares of common stock at $2.42 per share. |
Organization, Description of _2
Organization, Description of Business, Merger Agreement, Basis of Presentation, Reclassifications, Reverse Stock Split, and Business Disposals (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions for interim reporting as prescribed by the Securities and Exchange Commission ("SEC"). Accordingly, |
Reclassifications | Reclassifications Certain items in the prior year consolidated financial statements have been reclassified to conform to the current presentation. |
Discontinuing Operations (Table
Discontinuing Operations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summarized results of consolidated discontinued operations | Summarized results of the Company's unaudited condensed consolidated discontinuing operations are as follows for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenue $ — $ 428 $ — $ 10,066 Cost of revenues — 567 — 7,667 Gross profit — (139) — 2,399 Operating expenses: Research and development — 47 — 937 General and administrative (9) 796 (83) 4,306 Sales and marketing — 15 1,528 Restructuring costs — 100 — 100 Transaction costs 9 — 9 651 Impairment of patents and other intangible assets — 601 — 601 Total operating expenses — 1,559 (74) 8,123 Income (loss) from discontinuing operations — (1,698) 74 (5,724) Other income (expense): Interest expense — (38) — (2,211) Gain on disposal of Clinical Business — 1,222 — 1,222 Gain on disposal of BioPharma Business — 7,274 — 7,274 Total other income (expense) — 8,458 — 6,285 Net income (loss) from discontinuing operations $ — $ 6,760 $ 74 $ 561 Unaudited condensed consolidated carrying amounts of major classes of assets and liabilities from discontinuing operations were as follows as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Current assets of discontinuing operations: Accounts receivable, net of allowance for doubtful accounts of $4,518 in 2020; $4,536 in 2019 $ — $ 71 Current assets of discontinuing operations $ — $ 71 Current liabilities of discontinuing operations Accounts payable and accrued expenses $ 578 $ 1,137 Due to Interpace Biosciences, Inc. — 92 Current liabilities of discontinuing operations $ 578 $ 1,229 Cash flows used in operating activities of discontinuing operations consisted of the following for the nine-months ended September 30, 2020 and 2019 (in thousands): Nine Months Ended September 30, 2020 2019 Income from discontinuing operations $ 74 $ 561 Adjustments to reconcile income from discontinuing operations to net cash used in operating activities, discontinuing operations Depreciation — 542 Amortization — 613 Provision for bad debts (28) 323 Accounts payable settlements (43) — Stock-based compensation (8) 91 Amortization of operating lease right-of-use assets — 436 Amortization of discount of debt and debt issuance costs — 601 Loss on extinguishment of debt — 328 Interest added to Convertible Note — 343 Gain on disposal of Clinical buisness — (1,222) Gain on disposal of BioPharma buisness — (7,274) Change in working capital components: Accounts receivable 99 711 Other current assets — 277 Other non-current assets — 2 Accounts payable, accrued expenses and deferred revenue (516) (1,273) Obligations under operating leases — (368) Due to Interpace Biosciences, Inc. (92) — Net cash used in operating activities, discontinuing operations $ (514) $ (5,309) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Summary of anti-dilutive equivalent units outstanding excluded from earnings per share calculation | The following table summarizes equivalent units outstanding that were excluded from the earnings per share calculation because their effects were anti-dilutive (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Common stock purchase warrants 279 279 279 279 Stock options 71 68 71 68 Convertible Note — 206 — 206 Advance from NDX — 98 — 98 350 651 350 651 |
Leasing Arrangements (Tables)
Leasing Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Components of lease expense and supplemental information | The components of operating and finance lease expense were as follows for the three and nine months ended September 30, 2020 and 2019, respectively, for continuing operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Finance lease cost: Amortization of right-of use assets $ 25 11 59 27 Interest on lease liabilities 3 4 10 9 Operating lease cost 60 43 176 130 Short-term lease cost 40 14 85 68 Variable lease cost 17 29 35 74 $ 145 $ 101 $ 365 $ 308 Supplemental cash flow related to leases of the Company's continuing operations was as follows for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cash paid amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 59 $ 54 $ 175 $ 164 Financing cash flows used for finance leases 43 11 66 36 Other supplemental information related to leases of the Company's continuing operations was as follows at September 30, 2020 and 2019, respectively: Nine months ended September 30, 2020 Nine months ended September 30, 2019 Weighted average remaining lease term (in years) Operating leases 1.31 1.24 Finance leases 3.04 3.97 Weighted average discount rate Operating leases 8.18 % 7.97 % Finance leases 8.54 % 9.07 % |
Schedule of future estimated minimum lease payments under operating leases | At September 30, 2020, future estimated minimum lease payments under non-cancelable operating leases were as follows (in thousands): Finance Operating Total 2020 (remaining 3 months) $ 22 $ 26 $ 48 2021 46 24 70 2022 36 12 48 2023 36 2 38 2024 9 — 9 Total minimum lease payments $ 149 64 213 Less amount representing interest 17 16 33 Present value of net minimum obligations 132 48 180 Less current obligation under finance and operating leases 53 38 91 Long-term obligation under finance and operating leases $ 79 $ 10 $ 89 |
Schedule of future estimated minimum lease payments under finance leases | At September 30, 2020, future estimated minimum lease payments under non-cancelable operating leases were as follows (in thousands): Finance Operating Total 2020 (remaining 3 months) $ 22 $ 26 $ 48 2021 46 24 70 2022 36 12 48 2023 36 2 38 2024 9 — 9 Total minimum lease payments $ 149 64 213 Less amount representing interest 17 16 33 Present value of net minimum obligations 132 48 180 Less current obligation under finance and operating leases 53 38 91 Long-term obligation under finance and operating leases $ 79 $ 10 $ 89 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of employee and nonemployee stock option activity | A summary of employee and non-employee stock option activity for the nine months ended September 30, 2020 for both continuing and discontinuing employees is as follows: Options Outstanding Weighted- Aggregate Number of Weighted- Outstanding January 1, 2020 64 $ 113.63 7.48 $ 24 Granted 20 5.53 Cancelled or expired (13) 109.42 Outstanding September 30, 2020 71 $ 83.90 6.76 $ — Exercisable September 30, 2020 59 $ 98.42 6.38 $ — |
Weighted-average assumptions used to estimate fair value of options granted | The following table presents the weighted-average assumptions used to estimate the fair value of options granted to continuing and discontinuing employees during the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2019 2020 2019 Volatility 94.57 % 110.43 % 93.86 % Risk free interest rate 1.84 % 1.68 % 1.95 % Dividend yield 0.00 % 0.00 % 0.00 % Term (years) 5.27 5.27 5.44 Weighted-average fair value of options granted during the period $ 3.23 $ 4.45 $ 4.32 |
Summary of the effects of stock-based compensation related to stock option and restricted stock awards | The following table presents the effects of stock-based compensation related to stock option and restricted stock awards to employees and non-employees on the Company's continuing operations included in its Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss during the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cost of revenues $ 3 $ 4 $ 10 $ 12 General and administrative 36 36 142 214 Total stock-based compensation related to continuing operations $ 39 $ 40 $ 152 $ 226 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Summary of warrant activity | The following table summarizes the warrant activity for the nine months ended September 30, 2020 (in thousands, except exercise price): Issued With / For Exercise Warrants 2020 Warrants Issued 2020 Warrants Expired Warrants Outstanding September 30, 2020 Non-Derivative Warrants: Financing $ 300.00 8 — — 8 Financing 450.00 9 — — 9 2015 Offering 150.00 115 — — 115 2017 Debt 27.60 15 — — 15 2019 Offering 7.43 31 — — 31 2019 Offering 7.59 35 — — 35 Total non-derivative warrants 115.54 B 213 — — 213 Derivative Warrants: 2016 Offerings 67.50 A 66 — — 66 Total derivative warrants 67.50 B 66 — — 66 Total $ 104.18 B 279 — — 279 A These warrants are subject to fair value accounting and contain a contingent net cash settlement feature. See Note 10. B Weighted-average exercise prices are as of September 30, 2020. |
Fair Value of Warrants (Tables)
Fair Value of Warrants (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of derivative warrant liability | The following table summarizes the derivative warrant activity subject to fair value accounting for the nine months ended September 30, 2020 (in thousands): Issued with/for Fair value of warrants Change in fair Fair value of warrants 2016 Offerings $ 178 $ (133) $ 45 |
Assumptions used in computing fair value of derivative warrants | The following tables summarize the assumptions used in computing the fair value of derivative warrants subject to fair value accounting at September 30, 2020 and December 31, 2019. 2016 Offerings As of September 30, 2020 As of December 31, 2019 Exercise price $ 67.50 $ 67.50 Expected life (years) 1.33 2.08 Expected volatility 164.40 % 150.69 % Risk-free interest rate 0.12 % 1.58 % Expected dividend yield — % — % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of financial liabilities measured at fair value on a recurring basis | The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): September 30, 2020 Total Quoted Prices in Significant Other Significant Liabilities: Warrant liability $ 45 $ — $ — $ 45 $ 45 $ — $ — $ 45 December 31, 2019 Total Quoted Prices in Significant Other Significant Assets: Earn-Out from siParadigm $ 1,103 $ — $ — $ 1,103 $ 1,103 $ — $ — $ 1,103 Liabilities: Warrant liability $ 178 $ — $ — $ 178 Notes payable 16 — — 16 $ 194 $ — $ — $ 194 |
Schedule of fair value notes payable of business acquisition and warrant liability | The following table summarizes the activity of the earn-out receivable from siParadigm, the note payable to VenturEast and of the Company's derivative warrants, which were measured at fair value using Level 3 inputs (in thousands): Assets Liabilities Earn-Out from Note Payable Warrant siParadigm to VenturEast Liability Fair value at January 1, 2020 $ 1,103 $ 16 $ 178 Receipts received during period (288) — — Change in fair value (66) (4) (133) Removed from fair value accounting (749) — — Settlement of liability — (12) — Fair value at September 30, 2020 $ — $ — $ 45 |
Organization, Description of _3
Organization, Description of Business, Merger Agreement, Basis of Presentation, Reclassifications, Reverse Stock Split, and Business Disposals (Details) | Oct. 24, 2019USD ($) | Jul. 15, 2019USD ($) | Jul. 05, 2019USD ($) | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($) | Dec. 31, 2020 | Aug. 24, 2020$ / shares | Dec. 31, 2019USD ($)$ / shares |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Common stock, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Reverse stock split, conversion ratio | 30 | |||||||||
Excess consideration note matured amount | $ 6,000,000 | |||||||||
Interest paid | $ 0 | $ 38,000 | $ 0 | $ 2,211,000 | ||||||
Earn-Out from siParadigm, net, current portion | 141,000 | 141,000 | $ 747,000 | |||||||
StemoniX | Cancer Genetics, Inc. | Subsequent Event | Forecast | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Ownership percentage, parent | 78.00% | |||||||||
Existing stockholders of CGI | Cancer Genetics, Inc. | Subsequent Event | Forecast | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Ownership percentage, noncontrolling owners | 22.00% | |||||||||
BioPharma Disposal | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Gross consideration | $ 153,000 | $ 23,500,000 | ||||||||
Closing adjustments | 2,000,000 | |||||||||
Promissory note receivable | 7,700,000 | |||||||||
Cash received from transaction | $ 2,300,000 | |||||||||
Interest rate | 6.00% | |||||||||
Interest paid | $ 24,000 | |||||||||
Net worth adjustment | 775,000 | |||||||||
Security for indemnification obligations | $ 735,000 | |||||||||
PFG | Secured Debt | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Term note, principal balance | 6,000,000 | 6,000,000 | ||||||||
Buyer | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Due to affiliate, current | 421,000 | 421,000 | $ 0 | |||||||
Clinical Agreement | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Cash consideration received, total | $ 747,000 | |||||||||
Cash consideration received for equipment | 45,000 | |||||||||
Payments on Advance from NovellusDx, Ltd. | 1,000,000 | |||||||||
Supplier invoices paid directly to related party | $ 298,000 | |||||||||
Term of contract | 24 months | |||||||||
Period of service | 12 months | |||||||||
Non-compete term | 3 years | |||||||||
Transition Services Agreement | BioPharma Disposal | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Related party shares services | 10,000 | 208,000 | ||||||||
Transition Services Agreement, Reimbursement of Salaries and Benefits | BioPharma Disposal | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Related party shares services | $ 5,000 | $ 155,000 | ||||||||
Discontinuing Operations | Convertible Note | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Interest expense, debt | $ 22,000 | $ 1,500,000 |
Going Concern (Details)
Going Concern (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Proceeds from government assistance | $ 251 | |
Proceeds from government assistance, location | us-gaap:OtherNonoperatingIncomeExpense | |
CARES Act, Job Keeper Allowance | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Proceeds from government assistance | $ 99 | $ 155 |
CARES Act, Payroll Tax Reimbursement | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Proceeds from government assistance | $ 47 | 90 |
CARES Act, Small Business Grants | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Proceeds from government assistance | $ 6 |
Discontinuing Operations - Addi
Discontinuing Operations - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Discontinuing Operations | Convertible Note | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Interest expense, debt | $ 22 | $ 1,500 |
Discontinuing Operations - Summ
Discontinuing Operations - Summarized results of consolidated discontinued operations (Details) - USD ($) $ in Thousands | Oct. 24, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Income Statement Information | ||||||
Revenue | $ 0 | $ 428 | $ 0 | $ 10,066 | ||
Cost of revenues | 0 | 567 | 0 | 7,667 | ||
Gross profit | 0 | (139) | 0 | 2,399 | ||
Research and development | 0 | 47 | 0 | 937 | ||
General and administrative | (9) | 796 | (83) | 4,306 | ||
Sales and marketing | 0 | 15 | 1,528 | |||
Restructuring costs | 0 | 100 | 0 | 100 | ||
Transaction costs | 9 | 0 | 9 | 651 | ||
Impairment of patents and other intangible assets | 0 | 601 | 0 | 601 | ||
Total operating expenses | 0 | 1,559 | (74) | 8,123 | ||
Income (loss) from discontinuing operations | 0 | (1,698) | 74 | (5,724) | ||
Interest expense | 0 | (38) | 0 | (2,211) | ||
Total other income (expense) | 0 | 8,458 | 0 | 6,285 | ||
Net income (loss) from discontinuing operations | 0 | 6,760 | 74 | 561 | ||
Current assets of discontinuing operations: | ||||||
Accounts receivable, net of allowance for doubtful accounts of $4,518 in 2020; $4,536 in 2019 | 0 | 0 | $ 71 | |||
Current assets of discontinuing operations | 0 | 0 | 71 | |||
Current liabilities of discontinuing operations | ||||||
Accounts payable and accrued expenses | 578 | 578 | 1,137 | |||
Due to Interpace Biosciences, Inc. | 0 | 0 | 92 | |||
Current liabilities of discontinuing operations | 578 | 578 | 1,229 | |||
Allowance for doubtful accounts | 4,518 | 4,518 | $ 4,536 | |||
Cash Flow Information | ||||||
Income from discontinuing operations | 0 | 6,760 | 74 | 561 | ||
Adjustments to reconcile income from discontinuing operations to net cash used in operating activities, discontinuing operations | ||||||
Depreciation | 0 | 542 | ||||
Amortization | 0 | 613 | ||||
Provision for bad debts | (28) | 323 | ||||
Accounts payable settlements | (43) | 0 | ||||
Stock-based compensation | (8) | 91 | ||||
Amortization of operating lease right-of-use assets | 0 | 436 | ||||
Amortization of discount of debt and debt issuance costs | 0 | 601 | ||||
Loss on extinguishment of debt | 0 | 328 | ||||
Interest added to Convertible Note | 0 | 343 | ||||
Change in working capital components: | ||||||
Accounts receivable | 99 | 711 | ||||
Other current assets | 0 | 277 | ||||
Other non-current assets | 0 | 2 | ||||
Accounts payable, accrued expenses and deferred revenue | (516) | (1,273) | ||||
Obligations under operating leases | 0 | (368) | ||||
Due to Interpace Biosciences, Inc. | (92) | 0 | ||||
Net cash used in operating activities, discontinuing operations | (514) | (5,309) | ||||
Clinical Business | ||||||
Income Statement Information | ||||||
Gain on disposal of business | 0 | 1,222 | 0 | 1,222 | ||
Current liabilities of discontinuing operations | ||||||
Due to Interpace Biosciences, Inc. | 0 | 974 | 0 | 974 | ||
Adjustments to reconcile income from discontinuing operations to net cash used in operating activities, discontinuing operations | ||||||
Gain on disposal of business | 0 | (1,222) | 0 | (1,222) | ||
BioPharma Disposal | ||||||
Income Statement Information | ||||||
Interest expense | $ (24) | |||||
Gain on disposal of business | 0 | 7,274 | 0 | 7,274 | ||
Current assets of discontinuing operations: | ||||||
Accounts receivable, net of allowance for doubtful accounts of $4,518 in 2020; $4,536 in 2019 | 0 | 4,145 | 0 | 4,145 | ||
Adjustments to reconcile income from discontinuing operations to net cash used in operating activities, discontinuing operations | ||||||
Amortization of operating lease right-of-use assets | 0 | 1,969 | ||||
Gain on disposal of business | $ 0 | $ (7,274) | $ 0 | $ (7,274) |
Revenue - Additional Informatio
Revenue - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020USD ($)Customer | Sep. 30, 2019Customer | Sep. 30, 2020USD ($)Customer | Sep. 30, 2019Customer | Dec. 31, 2019USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Deferred revenue | $ 798 | $ 798 | $ 1,217 | ||
Deferred revenue recognized | $ 1,200 | ||||
Customer Concentration Risk | Sales | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Number of customers that accounted for approximately 10% or more of revenue | Customer | 4 | 4 | 4 | 4 | |
Percentage of benchmark | 66.00% | 83.00% | 63.00% | 79.00% | |
Non-US | Geographic Concentration Risk | Sales | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Percentage of benchmark | 58.00% | 22.00% | 35.00% | 24.00% |
Revenue - Performance Obligatio
Revenue - Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 $ in Thousands | Sep. 30, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 798 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from calculation (in shares) | 350 | 651 | 350 | 651 |
Common stock purchase warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from calculation (in shares) | 279 | 279 | 279 | 279 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from calculation (in shares) | 71 | 68 | 71 | 68 |
Convertible Note | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from calculation (in shares) | 0 | 206 | 0 | 206 |
Advance from NDX | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from calculation (in shares) | 0 | 98 | 0 | 98 |
Leasing Arrangements - Componen
Leasing Arrangements - Components of lease expense and supplemental information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Finance lease cost: | ||||
Amortization of right-of use assets | $ 25 | $ 11 | $ 59 | $ 27 |
Interest on lease liabilities | 3 | 4 | 10 | 9 |
Operating lease cost | 60 | 43 | 176 | 130 |
Short-term lease cost | 40 | 14 | 85 | 68 |
Variable lease cost | 17 | 29 | 35 | 74 |
Total lease expense | 145 | 101 | 365 | 308 |
Cash paid amounts included in the measurement of lease liabilities: | ||||
Operating cash flows used for operating leases | 59 | 54 | 175 | 164 |
Financing cash flows used for finance leases | $ 43 | $ 11 | $ 66 | $ 36 |
Weighted average remaining lease term (in years) | ||||
Operating leases | 1 year 3 months 21 days | 1 year 2 months 26 days | 1 year 3 months 21 days | 1 year 2 months 26 days |
Finance leases | 3 years 14 days | 3 years 11 months 19 days | 3 years 14 days | 3 years 11 months 19 days |
Weighted average discount rate | ||||
Operating leases | 8.18% | 7.97% | 8.18% | 7.97% |
Finance leases | 8.54% | 9.07% | 8.54% | 9.07% |
Leasing Arrangements - Schedule
Leasing Arrangements - Schedule of future estimated minimum lease payments (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Finance Leases | ||
2020 (remaining 3 months) | $ 22 | |
2021 | 46 | |
2022 | 36 | |
2023 | 36 | |
2024 | 9 | |
Total minimum lease payments | 149 | |
Less amount representing interest | 17 | |
Present value of net minimum obligations | 132 | |
Obligations under finance leases, current portion | 53 | $ 68 |
Obligation under finance leases, less current portion | 79 | 107 |
Operating Leases | ||
2020 (remaining 3 months) | 26 | |
2021 | 24 | |
2022 | 12 | |
2023 | 2 | |
2024 | 0 | |
Total minimum lease payments | 64 | |
Less amount representing interest | 16 | |
Present value of net minimum obligations | 48 | |
Obligations under operating leases, current portion | 38 | 193 |
Obligations under operating leases, less current portion | 10 | $ 10 |
Total | ||
2020 (remaining 3 months) | 48 | |
2021 | 70 | |
2022 | 48 | |
2023 | 38 | |
2024 | 9 | |
Total minimum lease payments | 213 | |
Less amount representing interest | 33 | |
Present value of net minimum obligations | 180 | |
Less current obligation under finance and operating leases | 91 | |
Long-term obligation under finance and operating leases | $ 89 |
Financing (Details)
Financing (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Jun. 09, 2020 | Oct. 21, 2019 | Sep. 18, 2018 | Jul. 31, 2020 | Oct. 31, 2019 | Sep. 23, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Nov. 30, 2019 |
Debt Instrument [Line Items] | |||||||||||
Repayments of related party debt | $ 350 | $ 0 | |||||||||
Fair value of common stock exchanged to settle Note Payable | $ 1,047 | $ 531 | |||||||||
Redemption, upon three business days' notice | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument term | 6 months | ||||||||||
Common Stock | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Share issued upon conversion | 246 | 153 | |||||||||
NDX | Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Payments on Advance from NovellusDx, Ltd. | $ 1,500 | ||||||||||
Repayments of related party debt | $ 100 | $ 50 | $ 1,000 | ||||||||
Long-term line of credit | $ 450 | ||||||||||
Due to affiliate | $ 50 | ||||||||||
Conversion price (in usd per share) | $ 4.50 | ||||||||||
Stated interest rate | 0.00% | ||||||||||
Atlas Sciences | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 10.00% | ||||||||||
Debt instrument term | 12 months | ||||||||||
Term note, principal balance | $ 1,300 | ||||||||||
Gross consideration | 1,300 | ||||||||||
Debt issuance discount | 88 | ||||||||||
Interest and debt expense | 10 | ||||||||||
Maximum monthly redemption | $ 300 | ||||||||||
Annual interest rate | 22.00% | ||||||||||
Repayments of principal amount | $ 500 | ||||||||||
Atlas Sciences | Common Stock | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Share issued upon conversion | 153 | 246 | |||||||||
Fair value of common stock exchanged to settle Note Payable | $ 531 | $ 1,050 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ / shares in Units, shares in Thousands | Jan. 02, 2020$ / sharesshares | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)stock_plan$ / sharesshares | Sep. 30, 2019USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of equity incentive plans | stock_plan | 2 | ||||
Options granted maximum exercisable period (up to) | 10 years | ||||
Stock options issued (in shares) | shares | 20 | 20 | |||
exercise price (usd per share) | $ / shares | $ 5.53 | $ 5.53 | |||
Stock-based compensation (benefit) | $ 39,000 | $ 40,000 | $ 152,000 | $ 226,000 | |
Discontinuing Operations | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation (benefit) | $ (8,000) | $ 35,000 | $ (8,000) | $ 91,000 | |
2011 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for future awards (in shares) | shares | 25 | 25 | |||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 12 months | ||||
Dividend yield | 0.00% | 0.00% | 0.00% | ||
Restricted Shares of Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ 0 | $ 0 | |||
Employee | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost related to non-vested stock options granted | $ 110,000 | $ 110,000 | |||
Unrecognized compensation cost related to non-vested stock options granted expect to recognize, period (in years) | 1 year 9 months 21 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Employee and Nonemployee Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Jan. 02, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Options Outstanding, Number of Shares Outstanding | |||
Outstanding, beginning balance (in shares) | 64 | ||
Granted (in shares) | 20 | 20 | |
Canceled or expired (in shares) | (13) | ||
Outstanding, ending balance (in shares) | 71 | 64 | |
Exercisable (in shares) | 59 | ||
Options Outstanding, Weighted-Average Exercise Price | |||
Outstanding, beginning balance (usd per share) | $ 113.63 | ||
Granted (usd per share) | $ 5.53 | 5.53 | |
Cancelled or expired (usd per share) | 109.42 | ||
Outstanding, ending balance (usd per share) | 83.90 | $ 113.63 | |
Exercisable (usd per share) | $ 98.42 | ||
Weighted-Average Remaining Contractual Term and Aggregate Intrinsic Value | |||
Weighted- average remaining contractual term, outstanding (in years) | 6 years 9 months 3 days | 7 years 5 months 23 days | |
Weighted- average remaining contractual term, exercisable (in years) | 6 years 4 months 17 days | ||
Aggregate intrinsic value, outstanding | $ 0 | $ 24 | |
Aggregate intrinsic value, exercisable | $ 0 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Assumptions Used to Estimate Fair Value of Options Granted (Details) - Stock Options - $ / shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility | 94.57% | 110.43% | 93.86% |
Risk free interest rate | 1.84% | 1.68% | 1.95% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Term (years) | 5 years 3 months 7 days | 5 years 3 months 7 days | 5 years 5 months 8 days |
Weighted-average fair value of options granted during the period (usd per share) | $ 3.23 | $ 4.45 | $ 4.32 |
Stock-Based Compensation - Effe
Stock-Based Compensation - Effects of Stock-Based Compensation Related to Stock Option Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation related to continuing operations | $ 39 | $ 40 | $ 152 | $ 226 |
Cost of revenues | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation related to continuing operations | 3 | 4 | 10 | 12 |
General and administrative | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation related to continuing operations | $ 36 | $ 36 | $ 142 | $ 214 |
Warrants (Details)
Warrants (Details) - $ / shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Class of Warrant or Right [Line Items] | ||
Warrants, exercise price (usd per share) | $ 104.18 | |
Class of Warrant or Right [Roll Forward] | ||
Warrants outstanding, beginning balance (in shares) | 279 | |
Warrants issued (in shares) | 0 | |
Warrants expired (in shares) | 0 | |
Warrants outstanding, ending balance (in shares) | 279 | |
Warrant Issued With | Non-derivative warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants, exercise price (usd per share) | $ 115.54 | |
Class of Warrant or Right [Roll Forward] | ||
Warrants outstanding, beginning balance (in shares) | 213 | |
Warrants issued (in shares) | 0 | |
Warrants expired (in shares) | 0 | |
Warrants outstanding, ending balance (in shares) | 213 | |
Warrant Issued For | Derivative warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants, exercise price (usd per share) | $ 67.50 | |
Class of Warrant or Right [Roll Forward] | ||
Warrants outstanding, beginning balance (in shares) | 66 | |
Warrants issued (in shares) | 0 | |
Warrants expired (in shares) | 0 | |
Warrants outstanding, ending balance (in shares) | 66 | |
Financing | Warrant Issued With | Non-derivative warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants, exercise price (usd per share) | $ 300 | |
Class of Warrant or Right [Roll Forward] | ||
Warrants outstanding, beginning balance (in shares) | 8 | |
Warrants issued (in shares) | 0 | |
Warrants expired (in shares) | 0 | |
Warrants outstanding, ending balance (in shares) | 8 | |
Financing | Warrant Issued With | Non-derivative warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants, exercise price (usd per share) | $ 450 | |
Class of Warrant or Right [Roll Forward] | ||
Warrants outstanding, beginning balance (in shares) | 9 | |
Warrants issued (in shares) | 0 | |
Warrants expired (in shares) | 0 | |
Warrants outstanding, ending balance (in shares) | 9 | |
2017 Debt | Warrant Issued With | Non-derivative warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants, exercise price (usd per share) | $ 27.60 | |
Class of Warrant or Right [Roll Forward] | ||
Warrants outstanding, beginning balance (in shares) | 15 | |
Warrants issued (in shares) | 0 | |
Warrants expired (in shares) | 0 | |
Warrants outstanding, ending balance (in shares) | 15 | |
2015 Offering | Warrant Issued With | Non-derivative warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants, exercise price (usd per share) | $ 150 | |
Class of Warrant or Right [Roll Forward] | ||
Warrants outstanding, beginning balance (in shares) | 115 | |
Warrants issued (in shares) | 0 | |
Warrants expired (in shares) | 0 | |
Warrants outstanding, ending balance (in shares) | 115 | |
2019 Offering | Warrant Issued With | Non-derivative warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants, exercise price (usd per share) | $ 7.43 | |
Class of Warrant or Right [Roll Forward] | ||
Warrants outstanding, beginning balance (in shares) | 31 | |
Warrants issued (in shares) | 0 | |
Warrants expired (in shares) | 0 | |
Warrants outstanding, ending balance (in shares) | 31 | |
2019 Offering | Warrant Issued With | Non-derivative warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants, exercise price (usd per share) | $ 7.59 | |
Class of Warrant or Right [Roll Forward] | ||
Warrants outstanding, beginning balance (in shares) | 35 | |
Warrants issued (in shares) | 0 | |
Warrants expired (in shares) | 0 | |
Warrants outstanding, ending balance (in shares) | 35 | |
2016 Offerings | ||
Class of Warrant or Right [Line Items] | ||
Warrants, exercise price (usd per share) | $ 67.50 | $ 67.50 |
2016 Offerings | Warrant Issued For | Derivative warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants, exercise price (usd per share) | $ 67.50 | |
Class of Warrant or Right [Roll Forward] | ||
Warrants outstanding, beginning balance (in shares) | 66 | |
Warrants issued (in shares) | 0 | |
Warrants expired (in shares) | 0 | |
Warrants outstanding, ending balance (in shares) | 66 |
Fair Value of Warrants - Summar
Fair Value of Warrants - Summary of Derivative Warrant Activity (Details) - 2016 Offerings $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Class of Warrants Outstanding [Roll Forward] | |
Fair value of warrants outstanding as of December 31, 2019 | $ 178 |
Change in fair value of warrants | (133) |
Fair value of warrants outstanding as of September 30, 2020 | $ 45 |
Fair Value of Warrants - Assump
Fair Value of Warrants - Assumptions Used in Computing Fair Value of Derivative Warrants (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Class of Warrant or Right [Line Items] | ||
Exercise price (usd per share) | $ 104.18 | |
2016 Offering | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (usd per share) | $ 67.50 | $ 67.50 |
Expected life (years) | 1 year 3 months 29 days | 2 years 29 days |
Expected volatility | 2016 Offering | ||
Class of Warrant or Right [Line Items] | ||
Measurement input assumption (as a percent) | 164.40% | 150.69% |
Risk-free interest rate | 2016 Offering | ||
Class of Warrant or Right [Line Items] | ||
Measurement input assumption (as a percent) | 0.12% | 1.58% |
Expected dividend yield | 2016 Offering | ||
Class of Warrant or Right [Line Items] | ||
Measurement input assumption (as a percent) | 0.00% | 0.00% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets fair value | $ 1,103 | |
Notes payable | 16 | |
Total liabilities fair value | $ 45 | 194 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets fair value | 0 | |
Notes payable | 0 | |
Total liabilities fair value | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets fair value | 0 | |
Notes payable | 0 | |
Total liabilities fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets fair value | 1,103 | |
Notes payable | 16 | |
Total liabilities fair value | 45 | 194 |
Earn-Out | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-Out from siParadigm | 1,103 | |
Earn-Out | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-Out from siParadigm | 0 | |
Earn-Out | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-Out from siParadigm | 0 | |
Earn-Out | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-Out from siParadigm | 1,103 | |
Warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 45 | 178 |
Warrant liability | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Warrant liability | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Warrant liability | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 45 | $ 178 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)installment$ / sharesshares | Sep. 30, 2019USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Gain due to change in value of note payable | $ 0 | $ (5) | $ (4) | $ (12) |
VenturEast | BioServe | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Number of shares associated with notes payable (in shares) | shares | 3 | |||
Shares issued, price per share (usd per share) | $ / shares | $ 4.20 | $ 4.20 | ||
Number of payments | installment | 2 | |||
Settlement payment amount | $ 50 | |||
Gain due to change in value of note payable | $ 0 | 5 | 4 | 12 |
2016 Offering | Significant Unobservable Inputs (Level 3) | Fair Value Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Gain (loss) on derivative due to change in stock price | $ (19) | $ 34 | $ 133 | $ 233 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Activity (Details) - Fair Value Measurements, Recurring - Significant Unobservable Inputs (Level 3) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Earn-Out | |
Assets | |
Fair value, beginning balance | $ 1,103 |
Receipts received during period | (288) |
Change in fair value | (66) |
Removed from fair value accounting | (749) |
Settlement of liability | 0 |
Fair value, ending balance | 0 |
Note Payable | |
Liabilities | |
Fair value, beginning balance | 16 |
Receipts received during period | 0 |
Change in fair value | (4) |
Removed from fair value accounting | 0 |
Settlement of liability | (12) |
Fair value, ending balance | 0 |
Warrant liability | |
Liabilities | |
Fair value, beginning balance | 178 |
Receipts received during period | 0 |
Change in fair value | (133) |
Removed from fair value accounting | 0 |
Settlement of liability | 0 |
Fair value, ending balance | $ 45 |
Joint Venture Agreement (Detail
Joint Venture Agreement (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |||
Apr. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | May 31, 2013 | |
Schedule of Equity Method Investments [Line Items] | |||||
Distribution from Joint Venture | $ 36 | $ 0 | |||
Investment in joint venture | 56 | $ 92 | |||
Equity Method Investee | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Earn-Out from siParadigm, current portion | 10 | ||||
Joint Venture Agreement | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage of outstanding membership interests in joint venture | 50.00% | ||||
Investment in joint venture | 2,000 | ||||
Fair value of capital contribution in joint venture | $ 6,000 | ||||
Due from JV | $ 92 | ||||
Distribution from Joint Venture | $ 36 | ||||
Maximum | Joint Venture Agreement | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Required payments to acquire interest in joint venture | $ 6,000 |
Related Party Transactions (Det
Related Party Transactions (Details) shares in Thousands | Jan. 31, 2019$ / sharesshares | Jan. 14, 2019$ / sharesshares | Jan. 31, 2019public_offering$ / shares |
Related Party Transaction [Line Items] | |||
Number of public offerings | public_offering | 2 | ||
Private Placement | John Pappajohn | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock (in shares) | shares | 33 | 33 | |
Shares issued, price per share (usd per share) | $ / shares | $ 6.90 | $ 6.75 | $ 6.90 |
Private Placement | John Roberts | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock (in shares) | shares | 6 | 3 | |
Shares issued, price per share (usd per share) | $ / shares | $ 6.90 | $ 6.75 | 6.90 |
Private Placement | Geoffrey Harris | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock (in shares) | shares | 3 | ||
Shares issued, price per share (usd per share) | $ / shares | $ 6.75 | ||
Private Placement | Edmund Cannon | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock (in shares) | shares | 1 | ||
Shares issued, price per share (usd per share) | $ / shares | $ 6.90 | 6.90 | |
Private Placement | M. Glenn Miles | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock (in shares) | shares | 5 | ||
Shares issued, price per share (usd per share) | $ / shares | $ 6.90 | $ 6.90 |
Sale of Net Operating Losses (D
Sale of Net Operating Losses (Details) - USD ($) | Apr. 04, 2019 | Sep. 30, 2019 |
Income Tax Contingency [Line Items] | ||
Proceeds from sale of net operating losses | $ 512,000 | |
State and local jurisdiction | New Jersey Division of Taxation | ||
Income Tax Contingency [Line Items] | ||
Net operating losses sold | $ 11,638,516 | |
Research and development tax credits | State and local jurisdiction | ||
Income Tax Contingency [Line Items] | ||
Net operating losses sold | $ 71,968 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Oct. 28, 2020 | Oct. 30, 2020 | Sep. 30, 2020 |
Subsequent Event [Line Items] | |||
Warrants, exercise price (usd per share) | $ 104.18 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of shares issued | 1,600 | ||
Price per share (usd per share) | $ 2.20 | ||
Consideration received on transaction | $ 3,500 | ||
Offering expenses | $ 534 | ||
Number of securities called by warrants (in shares) | 94 | ||
Warrants, exercise price (usd per share) | $ 2.42 | ||
Subsequent Event | Over-allotment Option | |||
Subsequent Event [Line Items] | |||
Number of shares issued | 200 |