Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 26, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-35817 | ||
Entity Registrant Name | CANCER GENETICS, INC. | ||
Entity Central Index Key | 0001349929 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 6.6 | ||
Entity Common Stock, Shares Outstanding | 11,007,186 | ||
Documents Incorporated by Reference | None. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 2,444 | $ 3,880 |
Restricted cash | 0 | 350 |
Accounts receivable | 779 | 696 |
Earn-Out from siParadigm, current portion | 91 | 747 |
Excess Consideration Note | 0 | 888 |
Patent held for sale | 156 | 0 |
Other current assets | 637 | 546 |
Current assets of discontinuing operations | 0 | 71 |
Total current assets | 4,107 | 7,178 |
FIXED ASSETS, net of accumulated depreciation | 448 | 558 |
OTHER ASSETS | ||
Operating lease right-of-use assets | 248 | 94 |
Earn-Out from siParadigm, less current portion | 0 | 356 |
Patents and other intangible assets, net of accumulated amortization | 0 | 2,895 |
Investment in joint venture | 0 | 92 |
Goodwill | 2,977 | 3,090 |
Other | 568 | 641 |
Total other assets | 3,793 | 7,168 |
Total Assets | 8,348 | 14,904 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 2,333 | 2,072 |
Obligations under operating leases, current portion | 223 | 193 |
Obligations under finance leases, current portion | 35 | 68 |
Deferred revenue | 1,013 | 1,217 |
Note payable, net | 0 | 1,277 |
Current liabilities of discontinuing operations | 659 | 1,229 |
Total current liabilities | 4,263 | 6,972 |
Obligations under operating leases, less current portion | 32 | 10 |
Obligations under finance leases, less current portion | 72 | 107 |
Advance from siParadigm, less current portion | 0 | 252 |
Warrant liability | 1 | 178 |
Total Liabilities | 4,368 | 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, 4,135 and 2,104 shares issued and outstanding as of December 31, 2020 and 2019, respectively | 0 | 0 |
Additional paid-in capital | 176,628 | 171,783 |
Accumulated other comprehensive income (loss) | (223) | 26 |
Accumulated deficit | (172,425) | (164,424) |
Total Stockholders’ Equity | 3,980 | 7,385 |
Total Liabilities and Stockholders’ Equity | 8,348 | 14,904 |
NDX | ||
CURRENT LIABILITIES | ||
Advance, current | 0 | 350 |
siParadigm | ||
CURRENT LIABILITIES | ||
Advance, current | $ 0 | 566 |
Advance from siParadigm, less current portion | $ 252 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 4,135,000 | 2,104,000 |
Common stock, shares outstanding | 4,135,000 | 2,104,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Other Comprehensive Loss - USD ($) shares in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 5,751,000 | $ 7,305,000 |
Cost of revenues | 3,353,000 | 3,701,000 |
Gross profit | 2,398,000 | 3,604,000 |
Operating expenses: | ||
General and administrative | 6,595,000 | 5,171,000 |
Sales and marketing | 1,246,000 | 1,146,000 |
Impairment of goodwill | 0 | 2,873,000 |
Impairment of intangible assets | 2,201,000 | 0 |
Merger costs | 539,000 | 117,000 |
Total operating expenses | 10,581,000 | 9,307,000 |
Loss from continuing operations | (8,183,000) | (5,703,000) |
Other income (expense): | ||
Interest expense | (272,000) | (1,437,000) |
Interest income | 0 | 108,000 |
Change in fair value of acquisition note payable | 4,000 | 4,000 |
Change in fair value of other derivatives | 0 | 86,000 |
Change in fair value of warrant liability | 167,000 | 70,000 |
Change in fair value of siParadigm Earn-Out | (66,000) | (935,000) |
Change in fair value of Excess Consideration Note | 0 | 93,000 |
Gain on troubled debt restructuring | 0 | 258,000 |
Other income | 307,000 | 59,000 |
Total other income (expense) | 140,000 | (1,694,000) |
Loss before income taxes | (8,043,000) | (7,397,000) |
Income tax benefit | 0 | 512,000 |
Loss from continuing operations | (8,043,000) | (6,885,000) |
Income from discontinuing operations, including a gain on disposal of business of $8,370 during the year ended December 31, 2019 | 42,000 | 177,000 |
Net loss | (8,001,000) | (6,708,000) |
Foreign currency translation loss | (249,000) | (34,000) |
Comprehensive loss | $ (8,250,000) | $ (6,742,000) |
Basic and diluted net loss per share from continuing operations (usd per share) | $ (3.18) | $ (3.57) |
Basic and diluted net income (loss) per share from discontinuing operations (usd per share) | 0.02 | 0.09 |
Basic and diluted net loss per share (usd per share) | $ (3.16) | $ (3.48) |
Basic and diluted weighted-average shares outstanding | 2,532 | 1,928 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Other Comprehensive Loss (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income Statement [Abstract] | |
Gain (loss) on disposal of business | $ 8,370 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | VentureEast Settlement | Warrant Exchange | Common Stock | Common StockVentureEast Settlement | Common StockWarrant Exchange | Additional Paid-in Capital | Additional Paid-in CapitalVentureEast Settlement | Additional Paid-in CapitalWarrant Exchange | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning Balance (shares) at Dec. 31, 2018 | 924,000 | ||||||||||
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 | 370 | 370 | |||||||||
Issuance of common stock (shares) | 952,000 | ||||||||||
Issuance of common stock | $ 5,412 | 5,412 | |||||||||
Issuance of common stock, conversions and exchanges (shares) | 174,000 | 225,000 | |||||||||
Issuance of common stock, conversions and exchanges | $ 962 | 962 | |||||||||
Increase in fair value of embedded conversion option | 547 | 547 | |||||||||
Fractional shares settlement (shares) | (2,000) | ||||||||||
Fractional shares settlement | (5) | (5) | |||||||||
Issuance of common stock to vendor (shares) | 5,000 | ||||||||||
Issuance of common stock to vendor | 39 | 39 | |||||||||
Unrealized loss on foreign currency translation | (34) | (34) | |||||||||
Net loss | (6,708) | (6,708) | |||||||||
Ending Balance (shares) at Dec. 31, 2019 | 2,104,000 | ||||||||||
Ending Balance at Dec. 31, 2019 | 7,385 | $ 0 | 171,783 | 26 | (164,424) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock based compensation—employees | 173 | 173 | |||||||||
Issuance of common stock (shares) | 1,618,000 | 3,000 | |||||||||
Issuance of common stock | 3,074 | $ 12 | 3,074 | $ 12 | |||||||
Issuance of common stock, conversions and exchanges (shares) | 399,000 | 11,000 | |||||||||
Issuance of common stock, conversions and exchanges | 1,577 | $ 10 | 1,577 | $ 10 | |||||||
Oncospire retirement | (1) | (1) | |||||||||
Increase in fair value of embedded conversion option | 0 | ||||||||||
Unrealized loss on foreign currency translation | (249) | (249) | |||||||||
Net loss | (8,001) | (8,001) | |||||||||
Ending Balance (shares) at Dec. 31, 2020 | 4,135,000 | ||||||||||
Ending Balance at Dec. 31, 2020 | $ 3,980 | $ 0 | $ 176,628 | $ (223) | $ (172,425) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (8,001,000) | $ (6,708,000) |
Income from discontinuing operations | (42,000) | (177,000) |
Loss from continuing operations | (8,043,000) | (6,885,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 166,000 | 159,000 |
Amortization | 462,000 | 454,000 |
Stock-based compensation | 179,000 | 263,000 |
Amortization of operating lease right-of-use assets | 216,000 | 144,000 |
Change in fair value of warrant liability, acquisition note payable and other derivatives | (171,000) | (160,000) |
Amortization of discount of debt and debt issuance costs | 181,000 | 497,000 |
Issuance of common stock to vendor | 0 | 39,000 |
Interest added to Convertible Note | 0 | 268,000 |
Change in fair value of siParadigm Earn-Out | 66,000 | 935,000 |
Change in fair value of Excess Consideration note | 0 | (93,000) |
Gain on troubled debt restructuring | 0 | (258,000) |
Loss on extinguishment of debt | 119,000 | 256,000 |
Impairment of goodwill | 0 | 2,873,000 |
Impairment of intangible assets | 2,201,000 | 0 |
Change in working capital components: | ||
Accounts receivable | (89,000) | 81,000 |
Other current assets | (40,000) | (279,000) |
Other non-current assets | 72,000 | (2,000) |
Accounts payable, accrued expenses and deferred revenue | (3,000) | (1,342,000) |
Obligations under operating leases | (239,000) | (189,000) |
Due to Interpace Biosciences, Inc. | 15,000 | 0 |
Net cash used in operating activities, continuing operations | (4,908,000) | (3,239,000) |
Net cash used in operating activities, discontinuing operations | (463,000) | (5,421,000) |
Net cash used in operating activities | (5,371,000) | (8,660,000) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | (39,000) | (28,000) |
Distributions from Joint Venture | 36,000 | 0 |
Receipts from Excess Consideration Note | 888,000 | 0 |
Net cash used in investing activities, continuing operations | 885,000 | (28,000) |
Net cash provided by investing activities, discontinuing operations | 128,000 | 9,119,000 |
Net cash provided by investing activities | 1,013,000 | 9,091,000 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principal payments on obligations under finance leases | (84,000) | (72,000) |
Proceeds from offerings of common stock, net of certain offering costs | 3,074,000 | 5,412,000 |
Principal payments on Convertible Note | 0 | (1,023,000) |
Principal payments on Advance from NovellusDx, Ltd. | (350,000) | (892,000) |
Fractional shares settlement paid in cash | 0 | (5,000) |
Net cash provided by financing activities, continuing operations | 2,640,000 | 3,420,000 |
Net cash used in financing activities, discontinuing operations | 0 | (115,000) |
Net cash provided by financing activities | 2,640,000 | 3,305,000 |
Effect of foreign currency exchange rates on cash and cash equivalents and restricted cash | (68,000) | (17,000) |
Net increase (decrease) in cash and cash equivalents and restricted cash | (1,786,000) | 3,719,000 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | ||
Beginning | 4,230,000 | 511,000 |
Ending | 2,444,000 | 4,230,000 |
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS | ||
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | 4,230,000 | 4,230,000 |
SUPPLEMENTAL CASH FLOW DISCLOSURE | ||
Cash paid for interest | 11,000 | 1,501,000 |
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Common stock issued in VenturEast settlement | 12,000 | 0 |
Fair value of common stock exchanged to settle Note Payable | 1,577,000 | 0 |
Right of use asset obtained through operating leases | 27,000 | 0 |
Issuance of common stock in exchange for warrants | 10,000 | 0 |
Retirement of common stock - Oncospire | 1,000 | 0 |
Lease remeasurement | 264,000 | 0 |
Fixed assets acquired through finance lease arrangements | 17,000 | 145,000 |
Conversion of debt and accrued interest into common stock | 0 | 350,000 |
Increase in fair value of embedded conversion option | 0 | 547,000 |
Exchanges of principal on Convertible Note for common stock | 0 | 612,000 |
Partial pay-off of Convertible Note through note payable to Atlas Sciences, LLC | $ 0 | $ 1,250,000 |
Organization, Description of Bu
Organization, Description of Business, Reverse Stock Split, Business Disposals, Offerings and Merger | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Description of Business, Reverse Stock Split, Business Disposals, Offerings and Merger | Organization, Description of Business, Reverse Stock Split, Business Disposals, Offerings and Merger Cancer Genetics, Inc. (the "Company" or "CGI") supports the efforts of the biotechnology and pharmaceutical industries to develop innovative new drug therapies. Currently, the Company has an extensive set of anti-tumor referenced data based on predictive xenograft and syngeneic tumor models 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 has 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 originally dated August 21, 2020, as amended on February 8, 2021 and on February 26, 2021 (“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 (“StemoniX Warrants”) to purchase shares of StemoniX capital stock, excluding certain warrants that are anticipated to be issued to investors purchasing at least a minimum amount of additional StemoniX Convertible Notes (the “Convertible Note 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. All Convertible Note Warrants will be exchanged for warrants (the “Convertible Note Exchange Warrants”) to purchase a number of shares of CGI Common Stock equal to 20% of the principal amount of Convertible Notes purchased divided by the weighted average share price of CGI Common Stock over the five trading days prior to the closing of the merger (the “5-Day VWAP”), with an exercise price equal to the 5-Day VWAP. In addition, each share of StemoniX Series C Preferred Stock (the “Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a number of shares of CGI Common Stock (the “Series C Conversion Shares”) equal to the price per share paid for the Series C Preferred Stock divided by a conversion price, subject to a valuation cap set forth in the Merger Agreement, equal to 85% of the 5-Day VWAP. Pursuant to the Merger Agreement, CGI and StemoniX have agreed that their respective equity holders’ ownership in the post-merger company would be at the 22%/78% ratio described below, but that securities issued by each party in certain private placement transactions after the date of the original Merger Agreement would not be included in determining that ratio and would instead dilute the ownership of all holders proportionately. Those transactions are (a) the private offering by StemoniX of Series C Preferred Stock (the “Series C Financing”) which closed on March 15, 2021, in which an aggregate of up to $2 million was raised, (b) the private offering by CGI of CGI Common Stock and warrants that closed on February 1, 2021 (the “CGI PIPE”) and (c) the registered direct offering by CGI of CGI Common Stock and placement agent warrants that closed on February 16, 2021 (the “CGI RD Financing”, and collectively with the Series C Financing and CGI PIPE, the “Private Placement”). As a result, immediately following the Effective Time, but excluding the proportionate dilution resulting from the Private Placement, (A) the former StemoniX equity holders (excluding the effect of those purchasing Series C Preferred Stock in the Private Placement (the “Series C Investors”)) will hold approximately 78% of the “Deemed Outstanding Shares” of CGI Common Stock (defined below), and (B) the pre-merger outstanding (i) shares of CGI Common Stock (including underlying CGI options and CGI warrants on a net exercise basis but excluding the CGI securities issued in the CGI PIPE and CGI RD Financing) and (ii) November PA Warrants (as defined below) will represent approximately 22% of the Deemed Outstanding Shares (as defined below), with such percentages subject to certain closing adjustments based on the Net Cash (as defined in the Merger Agreement) held by each company before closing (such adjustment, the “Net Cash Adjustment”). The “Deemed Outstanding Shares” of CGI Common Stock means: i. the shares of CGI Common Stock outstanding, plus ii. any shares of CGI Common Stock issuable on a net exercise basis with respect to any in-the-money CGI options or in-the-money CGI warrants (excluding warrants issued in the CGI PIPE and CGI RD Financing and warrants to purchase an aggregate of 94,092 shares of CGI Common Stock (the “November PA Warrants”) issued to CGI’s placement agent in connection with a public offering on November 2, 2020), plus iii. any shares of CGI Common Stock issuable on a net exercise basis with respect to any in-the-money StemoniX Options and in-the-money StemoniX Warrants, plus iv. the amount of shares of CGI Common Stock issuable upon cash exercise of the November PA Warrants and Convertible Note Exchange Warrants, reduced by v. the shares of CGI Common Stock issued in the CGI PIPE and CGI RD Financing and the Series C Conversion Shares. The exact number of shares of CGI Common Stock that will be issued to StemoniX shareholders other than the Series C Investors 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, and the exact number of shares of CGI Common Stock that will be issued to the Series C Investors will be fixed immediately prior to the Effective Time based on the 5-Day VWAP. Liquidity At December 31, 2020, the Company's history of losses required management to assess its ability to continue operating as a going concern, according to ASC 205-40, Going Concern. During the year ended December 31, 2020, the Company incurred a net loss of $8.0 million, including impairment charges of $2.2 million and $539 thousand of merger-related expenses. As of December 31, 2020, the Company’s accumulated deficit was $172.4 million. Cash used in operating activities for the year ended December 31, 2020 was $5.4 million. As of December 31, 2020, the Company had $2.4 million of available cash to fund ongoing operating activities. As discussed in Note 20, the Company raised $29.5 million subsequent to December 31, 2020. Therefore, the Company believes that with the cash available after the equity raises that the Company has sufficient cash to support its operations for at least one year from issuance of these financial statements and therefore substantial doubt as to the Company's ability to continue as a going concern has been alleviated. 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. 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. 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, as the Company is located in New Jersey, the Company is currently under a shelter-in-place mandate and many of its customers worldwide are similarly impacted. The global outbreak of COVID-19 continues to rapidly evolve, and the extent to which 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 has yet to experience a slowdown in its project work, however, the future 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. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of presentation : The Company prepares its financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Segment reporting : Operating segments are defined as components of an enterprise about which separate discrete information is used by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment, which is the business of developing and selling diagnostic tests and services. Principles of consolidation : The accompanying consolidated financial statements include the accounts of Cancer Genetics, Inc. and its wholly-owned subsidiaries. All significant intercompany account balances and transactions have been eliminated in consolidation. Foreign currency : The Company translates the financial statements of its foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and average exchange rates for revenue, costs and expenses. Translation gains and losses are recorded in accumulated other comprehensive income as a component of stockholders’ equity. Gains and losses resulting from foreign currency transactions that are denominated in currencies other than the entity’s functional currency are included within the Consolidated Statements of Operations and Other Comprehensive Loss. Use of estimates and assumptions : The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include, among others, realization of amounts billed, realization of long-lived assets, realization of intangible assets, accruals for litigation and registration payments, assumptions used to value stock options, warrants and goodwill and the valuation of assets and liabilities associated with the Business Disposals. Actual results could differ from those estimates. Risks and uncertainties : The Company operates in an industry that is subject to intense competition, government regulation and rapid technological change. the Company's operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory, foreign operations, and other risks, including the potential risk of business failure. Cash and cash equivalents : Highly liquid investments with original maturities of three months or less when purchased are considered to be cash equivalents. Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains cash and cash equivalents with high-credit quality financial institutions. At times, such amounts may exceed insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on its cash and cash equivalents. Restricted cash : Represents cash held at financial institutions which the Company may not withdraw and which collateralizes certain of the Company's financial commitments. All of the Company's restricted cash is invested in interest bearing certificates of deposit. At December 31, 2019 the Company's restricted cash collateralized a $350 thousand letter of credit in favor of its former landlord, pursuant to the terms of the lease for its former Rutherford facility. The letter of credit was released on May 20, 2020. Revenue recognition : Revenue is recorded at the amount expected to be collected, which includes implicit price concessions. Performance obligations are satisfied over time and as study data is transmitted to the customer. Revenue from the Company's Discovery Services is recognized using the time elapsed method and at a point in time as the Company delivers study results to the customers. As results are delivered, the invoices are generated based on contractual rates. Some contracts have prepayments prior to services being rendered that are recorded as deferred revenue. The Company records deferred revenues (contract liabilities) when cash payments are received or due in advance of its performance, including amounts which are refundable. The Company's customer arrangements do not contain any significant financing component. Discovery Services frequently take time to complete under their respective contacts. These times vary depending on specific contract arrangements including the length of the study and how samples are delivered to the Company for processing. However, the duration of performance obligations for Discovery Services is less than one year. The Company excludes from the measurement of the transaction price all taxes that it collects from customers that are assessed by governmental authorities and are both imposed on and concurrent with specific revenue-producing transactions. Accounts receivable : Accounts receivable are carried at net realizable value, which is the original invoice amount less an estimate for contractual adjustments, discounts and doubtful receivables, the amounts of which are determined by an analysis of individual accounts. The Company's policy for assessing the collectability of receivables is dependent upon the major payor source of the underlying revenue. The Company performs an assessment of credit worthiness prior to initial engagement and reassesses it periodically. Recoveries of accounts receivable previously written off are recorded when received. Deferred revenue: Payments received in advance of services rendered are recorded as deferred revenue and are subsequently recognized as revenue in the period in which the services are performed. Fixed assets: Fixed assets consist of diagnostic equipment and furniture and fixtures. Fixed assets are carried at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, which generally range from five Fixed assets are reviewed for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. These computations utilize judgments and assumptions inherent in the Company's estimate of future cash flows to determine recoverability of these assets. If the Company's assumptions about these assets were to change as a result of events or circumstances, the Company may be required to record an impairment loss. No impairment loss was recognized for the years ended December 31, 2020 and 2019. Goodwill : Goodwill resulted from the purchase of vivoPharm in 2017. In accordance with ASC 350, Intangibles - Goodwill and Other, the Company is required to test goodwill for impairment and adjust for impairment losses, if any, at least annually and on an interim basis if an event or circumstance indicates that it is likely impairment has occurred. The Company's annual goodwill impairment testing date is October 1 of each year using a market approach. No impairment losses were incurred during the year ended December 31, 2020. During the year ended December 31, 2019, the Company recognized impairment of goodwill of $2.9 million. Goodwill (in thousands) Balance, January 1, 2019 $ 5,963 Impairment of goodwill (2,873) Balance, December 31, 2019 3,090 Translation adjustment (113) Balance, December 31, 2020 $ 2,977 Equity investment : The Company has an equity investment that does not have a readily determinable market value, with a cost basis of $200 thousand at December 31, 2020 and 2019. This investment is measured at cost, less impairment, if any, plus or minus changes resulting from observable price changes in ordinary transactions for the identical or similar investment of the same issuer. Changes in the fair value of the investment are recorded as net appreciation in fair value of investment in the Consolidated Statements of Operations and Other Comprehensive Loss. At December 31, 2020 and 2019, the equity investment was $200 thousand and is included in other assets on the Consolidated Balance Sheets. No net appreciation or depreciation in fair value of investment was recorded during the years ended December 31, 2020 and 2019, as there were no observable price changes in the stock. Financing fees: Financing fees are amortized using the effective interest method over the term of the related debt. Debt is recorded net of unamortized debt issuance costs. Warrant liability : The Company issued warrants during the 2016 Offerings and the 2017 Offering that contain a contingent net cash settlement feature, which are described herein as derivative warrants. The Company also issued warrants that were subject to a 20% reduction if the Company achieved certain financial milestones as part of its 2017 debt refinancing; these warrants were reclassified as equity during 2018 when the number of shares issuable under the agreement became fixed. Derivative warrants are recorded as liabilities in the accompanying Consolidated Balance Sheets. These common stock purchase warrants do not trade in an active securities market, and as such, the Company estimated the fair value of these warrants using the binomial lattice, Black-Scholes and Monte Carlo valuation pricing models with the assumptions as follows: The risk-free interest rate for periods within the contractual life of the warrant is based on the U.S. Treasury yield curve. The expected life of the warrants is based upon the contractual life of the warrants. The Company uses the historical volatility of its common stock and the closing price of its shares on the NASDAQ Capital Market. The Company computes the fair value of the warrant liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the warrant liability is the Company's stock price, which is subject to significant fluctuation and is not under the Company's control. The resulting effect on the Company's net loss is therefore subject to fluctuation and will continue to be so until the warrants are exercised, amended or expire. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when the stock price increases and non-cash income when the stock price decreases. Derivative liabilities : The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives requiring separate recognition in the Company’s financial statements. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability and the change in fair value is recorded in other income (expense) in the consolidated results of operations. In circumstances where there are multiple embedded instruments that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within twelve months of the balance sheet date. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption and are recorded as interest expense in the consolidated results of operations. Income taxes : Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred income taxes. Deferred income taxes are recognized for temporary differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Deferred income taxes are also recognized for net operating loss (“NOLs”) carryforwards that are available to offset future taxable income and research and development credits. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has established a full valuation allowance on its deferred tax assets as of December 31, 2020 and 2019; therefore, the Company has not recognized any deferred tax benefit or expense in the periods presented. However, the sale of state NOLs and research and development credits are included in current income tax benefit for the period ended December 31, 2019. There were no state NOL sales for the year ended December 31, 2020. ASC 740, Income Taxes, clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from uncertain tax positions may be recognized when it is more-likely-than-not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2020 and 2019 the Company had no uncertain tax positions, and the Company does not expect any changes with regards to uncertain tax positions during the year ending December 31, 2021. The Company's policy is to recognize interest and/or penalties related to income tax matters in income tax expense. There is no accrual for interest or penalties on the Company's Consolidated Balance Sheets at December 31, 2020 or 2019, and the Company has not recognized interest and/or penalties in the Consolidated Statements of Operations and Other Comprehensive Loss for the years ended December 31, 2020 or 2019. The Company's major taxing jurisdictions are the United States, Australia and New Jersey. The Company's tax years for 2017 through 2019 are subject to examination by the tax authorities. Generally, as of December 31, 2020, the Company is no longer subject to federal and state examinations by tax authorities for years before 2017. In Australia, the Company's tax returns are subject to examination for five years from the date of filing. However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses or tax credits were generated and carried forward, and make adjustments up to the amount of the net operating loss or credit carryforward. Patents and other intangible assets: The Company accounts for intangible assets under ASC 350-30. Patents consisting of legal fees incurred are initially recorded at cost. The Company has also acquired patents that are initially recorded at fair value. Patents are amortized over the useful lives of the assets, which range from seven The Company reviews the carrying value of patents at the end of each reporting period. Based upon the Company's review, there was no patent impairment related to continuing operations in 2019. Based upon the Company's review in 2020 it was determined that 4 of the patents are related to business areas that will no longer be pursued by the Company. The recorded value of these patents of $71 thousand was written off in 2020. In addition, a 5th patent was similarly identified and determined that it is of value to an identified third party. The Company is currently in negotiations to sell this patent and has determined that legal work of approximately $50 thousand would be necessary to prepare the patent for sale. The Company recorded a contra asset in the amount of $50 thousand related to this patent, which reduced the amount of the patent held for sale from $206 thousand to $156 thousand. Other intangible assets consist of vivoPharm’s customer list and trade name, which historically were amortized using the straight-line method over the estimated useful lives of the assets of ten years. FASB Accounting Standards Codification (ASC) Topic 360, “Property, Plant, and Equipment,” provides guidance for the impairment of long-lived assets that are classified as held and used. In particular, the relevant guidance is included in the “Impairment or Disposal of Long-Lived Asset” subsections of ASC 360-10. Long-lived assets are required to be tested for impairment if events or changes in circumstances indicate the carrying amount of the asset group to which they belong may not be recoverable. If the carrying amount of the asset group is not recoverable, an impairment loss is measured based on the excess of the carrying amount of the asset group over the fair value of the asset group. VivoPharm experienced an operating loss of approximately $1.5 million for the 12 months ended December 31, 2020 which was determined to be an indicator of impairment. Based upon the actual results for the first two months of the 2021 fiscal year, the Company updated the forecasted the operating results for the period from 2021 through 2026, the amortization period of the Company’s intangible assets and determine that the fair value of the intangible assets which was calculated using the present value of future cashflows, did not support its carrying value resulting in an impairment charge of $2.1 million, which was recorded in operating expenses for the year ended December 31, 2020. Stock-based compensation : Stock-based compensation is accounted for in accordance with the provisions of ASC 718, Compensation-Stock Compensation , which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. See additional information in Note 12. All issuances of stock options or other issuances of equity instruments to employees as the consideration for services received by the Company are accounted for based on the fair value of the equity instrument issued. Fair value of financial instruments : The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, approximate their estimated fair values due to the short-term maturities of those financial instruments. The fair value of warrants recorded as derivative liabilities, the note payable to VenturEast, the Earn-Out from siParadigm, and the Excess Consideration Note are described in Notes 14 and 15. Subsequent events : The Company has evaluated potential subsequent events through the date the financial statements were issued within our Annual Report on Form 10-K. Recent Accounting Pronouncements : In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The standard will become effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating whether it will early adopt. The guidance is not expected to have a material impact on the Company's consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) , which clarified that before applying or upon discontinuing the equity method of accounting for an investment in equity securities, an entity should consider observable transactions that require it to apply or discontinue the equity method of accounting for the purposes of applying the fair value measurement alternative. The amended guidance will become effective for the Company on January 1, 2022. Early adoption is permitted. The Company does not believe this standard will have a material impact on its financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides temporary optional guidance to ease the potential burden of accounting for reference rate reform due to the cessation of the London Interbank Offered Rate, commonly referred to as “LIBOR.” The temporary guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, relationships, and transactions affected by reference rate reform if certain criteria are met. The provisions of the temporary optional guidance are only available until December 31, 2022, when the reference rate reform activity is expected to be substantially complete. When adopted, entities may apply the provisions as of the beginning of the reporting period when the election is made. The Company does not believe this standard will have a material impact on its financial statements and has yet to elect an adoption date. In October 2020, the FASB issued ASU 2020-10, Codification Improvements . For public business entities, the amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The amendments in this update do not change U.S. GAAP and, therefore, are not expected to result in a significant change in practice. Section A was removed from the final update of ASU 2020-10. Section B of this update contains amendments that improve the consistency of the Codification by including all disclosure guidance in the appropriate Disclosure Section (Section 50). Section C of this update contains Codification improvements that vary in nature. Management does not expect that adoption of this guidance will have a significant impact on the Company’s financial statements. Earnings (loss) per share : Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares assumed to be outstanding during the period of computation. Diluted earnings per share is computed similar to basic earnings per share except that the numerator is adjusted for the change in fair value of the warrant liability (only if dilutive) and the denominator is increased to include the number of dilutive potential common shares outstanding during the period using the treasury stock method. For all periods presented, all common stock equivalents outstanding were anti-dilutive. The following table summarizes potentially dilutive adjustments to the weighted average number of common shares which were excluded from the calculation (in thousands): 2020 2019 Common stock purchase warrants 206 279 Stock options 56 64 262 343 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company has remaining performance obligations as of December 31, 2020 and 2019 of $1.0 million and $1.2 million, respectively. Deferred revenue of $1.2 million from December 31, 2019 was recognized as revenue in 2020. Remaining performance obligations as of December 31, 2020 of approximately $1.0 million are expected to be recognized as revenue in 2021. During the year ended December 31, 2020, four customers accounted for approximately 61% of the Company's consolidated revenue from continuing operations. During the year ended December 31, 2019, three customers accounted for approximately 61% of the Company's consolidated revenue from continuing operations. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets At December 31, 2020 and 2019, other current assets consisted of the following (in thousands): 2020 2019 Lab supplies $ 162 $ 77 Prepaid expenses 475 469 $ 637 $ 546 |
Lease Commitments
Lease Commitments | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Lease Commitments | Lease Commitments Operating Leases The Company leases its laboratory, research facility and administrative office space under various operating leases. Following the Business Disposals, the Company assigned its office leases in North Carolina and New Jersey to the Buyer. At December 31, 2020, the Company has approximately 5,800 square feet in Hershey, Pennsylvania and 1,959 square feet in Bundoora, Australia. The Company has escalating lease agreements for its Pennsylvania and Australia spaces, which expire in January 2022 and June 2021, respectively. These leases require monthly rent with periodic rent increases. The terms of the Company's former New Jersey lease required that a $350 thousand security deposit for the facility be held in a stand by letter of credit in favor of the landlord (see Note 7). In addition, under the assignment of leases related to the Company's New Jersey headquarters, the Buyer became obligated to replace the $350 thousand letter of credit held by the New Jersey landlord and secured by the Company's cash collateral in August 2019; however, the letter of credit was not replaced until April 2020. The cash collateral was released on May 20, 2020. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, obligations under operating leases, current portion, and obligations under operating leases, less current portion on its Consolidated Balance Sheets. 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 Company did not enter into any significant operating leases during the year ended December 31, 2020 and 2019. The Company remeasured the remaining life of its Pennsylvania lease during 2020, resulting in an increase in its ROU asset and related lease liability of $264 thousand. Finance Leases The Company also leases scientific equipment under various finance leases, which have been capitalized at the present value of the minimum lease payments. Finance leases are included in fixed assets, net of accumulated depreciation and obligations under finance leases. The equipment under these finance leases had a cost of $272 thousand and accumulated depreciation of $161 thousand, as of December 31, 2020 and 2019. The amortization of equipment under finance leases is recorded in depreciation expense. The components of operating and finance lease expense were as follows for the years ended December 31, 2020 and 2019 for continuing operations (in thousands): 2020 2019 Finance lease cost: Amortization of right-of use assets $ 56 $ 35 Interest on lease liabilities 10 13 Operating lease cost 318 220 Short-term lease cost 129 109 Variable lease cost 60 55 $ 573 $ 432 Supplemental cash flow related to operating and finance leases of the Company's continuing operations was as follows for the year ended December 31, 2020 and 2019 (in thousands): 2020 2019 Cash paid amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 318 $ 220 Financing cash flows used for finance leases $ 94 $ 72 Minimum future lease payments under all finance and operating leases as of December 31, 2020 are as follows (in thousands): Finance Operating Total December 31, 2021 $ 41 $ 234 $ 275 2022 35 31 66 2023 36 3 39 2024 9 — 9 Total minimum lease payments 121 268 389 Less amount representing interest 14 13 27 Present value of net minimum obligations 107 255 362 Less current obligation under finance and operating leases 35 223 258 Long-term obligation under finance and operating leases $ 72 $ 32 $ 104 Other supplemental information related to operating and finance leases of the Company's continuing operations was as follows at December 31, 2020 and 2019: 2020 2019 Weighted average remaining lease term (in years): Operating leases 1.15 0.99 Finance leases 3.13 3.35 Weighted average discount rate: Operating leases 7.25 % 7.98 % Finance leases 8.18 % 8.21 % |
Lease Commitments | Lease Commitments Operating Leases The Company leases its laboratory, research facility and administrative office space under various operating leases. Following the Business Disposals, the Company assigned its office leases in North Carolina and New Jersey to the Buyer. At December 31, 2020, the Company has approximately 5,800 square feet in Hershey, Pennsylvania and 1,959 square feet in Bundoora, Australia. The Company has escalating lease agreements for its Pennsylvania and Australia spaces, which expire in January 2022 and June 2021, respectively. These leases require monthly rent with periodic rent increases. The terms of the Company's former New Jersey lease required that a $350 thousand security deposit for the facility be held in a stand by letter of credit in favor of the landlord (see Note 7). In addition, under the assignment of leases related to the Company's New Jersey headquarters, the Buyer became obligated to replace the $350 thousand letter of credit held by the New Jersey landlord and secured by the Company's cash collateral in August 2019; however, the letter of credit was not replaced until April 2020. The cash collateral was released on May 20, 2020. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, obligations under operating leases, current portion, and obligations under operating leases, less current portion on its Consolidated Balance Sheets. 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 Company did not enter into any significant operating leases during the year ended December 31, 2020 and 2019. The Company remeasured the remaining life of its Pennsylvania lease during 2020, resulting in an increase in its ROU asset and related lease liability of $264 thousand. Finance Leases The Company also leases scientific equipment under various finance leases, which have been capitalized at the present value of the minimum lease payments. Finance leases are included in fixed assets, net of accumulated depreciation and obligations under finance leases. The equipment under these finance leases had a cost of $272 thousand and accumulated depreciation of $161 thousand, as of December 31, 2020 and 2019. The amortization of equipment under finance leases is recorded in depreciation expense. The components of operating and finance lease expense were as follows for the years ended December 31, 2020 and 2019 for continuing operations (in thousands): 2020 2019 Finance lease cost: Amortization of right-of use assets $ 56 $ 35 Interest on lease liabilities 10 13 Operating lease cost 318 220 Short-term lease cost 129 109 Variable lease cost 60 55 $ 573 $ 432 Supplemental cash flow related to operating and finance leases of the Company's continuing operations was as follows for the year ended December 31, 2020 and 2019 (in thousands): 2020 2019 Cash paid amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 318 $ 220 Financing cash flows used for finance leases $ 94 $ 72 Minimum future lease payments under all finance and operating leases as of December 31, 2020 are as follows (in thousands): Finance Operating Total December 31, 2021 $ 41 $ 234 $ 275 2022 35 31 66 2023 36 3 39 2024 9 — 9 Total minimum lease payments 121 268 389 Less amount representing interest 14 13 27 Present value of net minimum obligations 107 255 362 Less current obligation under finance and operating leases 35 223 258 Long-term obligation under finance and operating leases $ 72 $ 32 $ 104 Other supplemental information related to operating and finance leases of the Company's continuing operations was as follows at December 31, 2020 and 2019: 2020 2019 Weighted average remaining lease term (in years): Operating leases 1.15 0.99 Finance leases 3.13 3.35 Weighted average discount rate: Operating leases 7.25 % 7.98 % Finance leases 8.18 % 8.21 % |
Financing
Financing | 12 Months Ended |
Dec. 31, 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. 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 On October 21, 2019, the Company issued an unsecured promissory note to Atlas Sciences, an affiliate of Iliad, for $1.3 million (“Note Payable”). The Company received consideration of $1.3 million, reflecting an original issue discount of $88 thousand and expenses payable by the Company of $10 thousand. The Note Payable has a 12-month term and bears interest at 10% per annum. The proceeds from the Note Payable were utilized to partially repay the Convertible Note. 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 Note Payable at any time without penalty. Upon the occurrence of an event of default, Atlas Sciences can elect to adjust the interest rate to 22% per annum and/or apply the default effect, which increases the outstanding balance of the Note Payable by 15% on the date of default. At December 31, 2019, the Note Payable had a principal balance of $1.3 million, which is presented net of discounts and unamortized debt issuance costs of $64 thousand and $7 thousand, respectively. Between June 3, 2020 and September 23, 2020, the Company issued an aggregate of approximately 399 thousand shares of the Company's common stock, with a fair value of $1.6 million, to Atlas Sciences in exchange for the return to the Company of the remaining principal and interest from its unsecured promissory note, as such the Note Payable balance on December 31, 2020 was $0. The Company incurred a loss on extinguishment of debt of $119 thousand which is recorded as interest expense. |
Letter of Credit
Letter of Credit | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Letter of Credit | Letter of CreditThe Company maintained a $350 thousand letter of credit in favor of its former landlord pursuant to the terms of the lease for its Rutherford facility. At December 31, 2019, the letter of credit was fully secured by the restricted cash disclosed on the Company's Consolidated Balance Sheets. Under the assignment of leases related to the Company's New Jersey headquarters, the Buyer became obligated to replace a $350 thousand letter of credit held by the New Jersey landlord and secured by the Company's cash collateral in August 2019; however, the letter of credit was not replaced until April 2020. The cash collateral was released on May 20, 2020. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Fixed Assets Fixed assets are summarized by major classifications as follows (in thousands): 2020 2019 Equipment $ 1,078 $ 1,000 Furniture and fixtures 22 53 1,100 1,053 Less accumulated depreciation (652) (495) Net fixed assets $ 448 $ 558 Depreciation expense recognized during the years ended December 31, 2020 and 2018 was $166 thousand and $159 thousand, respectively. The fixed assets in the table above include foreign currency translation adjustments that were de minimis during the years ended December 31, 2020 and 2019. |
Patents and Other Intangible As
Patents and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents and Other Intangible Assets | Patents and Other Intangible Assets Patents and other intangible assets consist of the following at December 31, 2020 and 2019 (in thousands): 2020 2019 Patents $ — $ 981 Customer list — 2,738 Trade name — 477 — 4,196 Less accumulated amortization — (1,301) Net patent and other intangible assets $ — $ 2,895 The Company holds several patents that are considered intangible assets and are subject to amortization. During the 4 th quarter of 2020 management reviewed the Company’s patent portfolio and determined that four of the patents ("New Jersey patents") are related to business areas that will no longer be pursued by the Company. In addition, a fifth patent known as the TOO patent was similarly identified and determined that it would be held for sale. The Company wrote off the net book value of the New Jersey patents in the amount of $71 thousand and recorded a contra asset of $50 thousand as an estimate to prepare the TOO asset for sale. The book value of the TOO patent held for sale was $156 thousand for the year ended December 31, 2020 and is recorded as a current asset. The customer list and trade name in the table above include foreign currency translation adjustments that were de minimis during the years ended December 31, 2020 and 2019. Other intangible assets consisted of vivoPharm’s customer list and trade name, which historically were amortized using the straight-line method over the estimated useful lives of the assets of ten years. FASB Accounting Standards Codification (ASC) Topic 360, “Property, Plant, and Equipment,” provides guidance for the impairment of long-lived assets that are classified as held and used. In particular, the relevant guidance is included in the “Impairment or Disposal of Long-Lived Asset” subsections of ASC 360-10. Long-lived assets are required to be tested for impairment if events or changes in circumstances indicate the carrying amount of the asset group to which they belong may not be recoverable. If the carrying amount of the asset group is not recoverable, an impairment loss is measured based on the excess of the carrying amount of the asset group over the fair value of the asset group. VivoPharm experienced an operating loss of approximately $1.5 million for the 12 months ended December 31, 2020 which was determined to be an indicator of impairment. Based upon the actual results for the first two months of the 2021 fiscal year, the Company updated the forecasted operating results for the period from 2021 through 2026, the amortization period of the Company’s intangible assets and determine that the fair value of the intangible assets which was calculated using the present value of future cashflows, did not support its carrying value resulting in an impairment charge of $2.1 million, which was recorded in operating expenses for the year ended December 31, 2020. Amortization expense recognized during the years ended December 31, 2020 and 2019 was $462 thousand and $454 thousand, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Loss from continuing and discontinuing operations before income tax provision (benefit) consisted of the following (in thousands): For the Year Ended December 31 2020 2019 United States $ (7,520) $ (5,619) Foreign (481) (1,601) Total $ (8,001) $ (7,220) The provision (benefit) for income taxes from continuing and discontinuing operations consisted of the following (in thousands): For the Year Ended December 31 2020 2019 Current: State $ — $ (512) Deferred: Federal $ (846) $ 687 State (145) 766 Foreign (433) (167) (1,424) 1,286 Change in valuation allowance 1,424 (1,286) Total deferred $ — $ — Total $ — $ (512) The provision (benefit) for income taxes from continuing and discontinuing operations for the years ended December 31, 2020 and 2019 differs from the approximate amount of income tax benefit determined by applying the U.S. federal income tax rate to pre-tax loss, due to the following: Year Ended December 31, 2020 Year Ended December 31, 2019 Amount % of Amount % of Income tax benefit at federal statutory rate $ (1,680) 21.0 % $ (1,516) 21.0 % State tax provision, net of federal tax benefit (148) 1.8 % 223 (3.1) % Tax credits 20 (0.2) % 136 (1.9) % Stock based compensation 16 (0.2) % 997 (13.8) % Derivative warrants (41) 0.5 % (30) 0.4 % Goodwill impairment — — % 604 (8.4) % Change in valuation allowance 1,424 (17.8) % (1,286) 17.8 % Gain on sale of businesses 115 (1.4) % — — % Merger costs 170 (2.1) % 246 (3.4) % Foreign operations 124 (1.6) % 109 (1.5) % Other — — % 5 — % Income tax (benefit) provision $ — — % $ (512) 7.1 % On April 4, 2019, the Company sold $11.6 million of gross State of New Jersey NOL’s relating to the 2017 tax year as well as $72 thousand of state research and development tax credits, resulting in the receipt of $512 thousand, net of expenses. Approximate deferred taxes consist of the following components as of December 31, 2020 and 2019 (in thousands): 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 27,300 $ 26,317 Accruals and reserves 1,212 1,544 Stock based compensation 87 75 Research and development tax credits 1,780 1,800 Derivative warrant liability 17 17 Interest deduction carryforward 1,500 1,470 Investment in joint venture — 161 Intangible assets 114 — Other 6 6 Total deferred tax assets 32,016 31,390 Less valuation allowance (31,921) (30,497) Net deferred tax assets 95 893 Deferred tax liabilities Fixed assets (95) (132) Goodwill and intangible assets — (761) Net deferred taxes $ — $ — Due to a history of losses the Company has generated since inception, the Company believes it is more-likely-than-not that all of the deferred tax assets will not be realized as of December 31, 2020 and 2019. Therefore, the Company has recorded a full valuation allowance on its deferred tax assets. As a result of the Tax Cuts and Jobs Act, the federal net operating losses incurred after 2017 will have an indefinite carryforward. At December 31, 2020, the Company has net operating loss carryforwards for federal income tax purposes of $120.6 million, of which $98.9 million could expire over time, beginning in 2027, if not used. At December 31, 2020, the Company has $3.7 million of Australian net operating loss carryforwards and $20.1 million of New Jersey net operating loss carryforwards. At December 31, 2020, the Company also had $1.8 million of federal research and development tax credits, which expire in varying amounts between the years 2021 and 2038. Utilization of these carryforwards is subject to limitation due to ownership changes that may delay the utilization of a portion of the carryforwards. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Capital Stock | Capital Stock 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 consolidated financial statements and footnotes have been retrospectively adjusted to reflect the reverse stock split. 2020 Offerings On October 28, 2020, the Company entered into an underwriting agreement with H.C. Wainwright & Co., LLC (“Wainwright”), relating to an underwritten public offering of 1.6 million shares of its common stock for $2.20 per share. The Company received proceeds from the offering of $2.9 million, net of expenses and discounts of $534 thousand. The Company also issued warrants to purchase 94 thousand shares of common stock to Wainwright in connection with this offering. The warrants are exercisable for five years from the date of issuance at a per share price of $2.42. On December 2, 2020, Cancer Genetics, Inc. entered into an At The Market Offering Agreement (the “ATM Agreement”) with Wainwright, as sales agent, pursuant to which the Company may offer and sell, from time to time through Wainwright, shares of its common stock, par value $0.0001 per share, for aggregate gross proceeds of up to $2.4 million. On December 8, 2020, the Company received proceeds from the offering of $159 thousand, net of expenses and discounts of $6 thousand in exchange for 50 thousand shares. The Company suspended the offering of shares under the ATM Agreement on February 10, 2021. 2019 Offerings On January 9, 2019, the Company entered into an underwriting agreement with H.C. Wainwright & Co., LLC ("Wainwright”), relating to an underwritten public offering of 445 thousand shares of its common stock for $6.75 per share. The Company received proceeds from the offering of $2.4 million, net of expenses and discounts of $563 thousand. The Company also issued warrants to purchase 31 thousand shares of common stock to Wainwright in connection with this offering. The warrants are exercisable for five years from the date of issuance at a per share price of $7.43. The warrants had a fair value of $168 thousand on the date of issuance and are classified as equity in the Company's Consolidated Balance Sheet. On January 26, 2019, the Company issued 507 thousand shares of common stock at a public offering price of $6.90 per share. The Company received proceeds from the offering of $3.0 million, net of expenses and discounts of $525 thousand. The Company also issued warrants to purchase 36 thousand shares of common stock to the underwriter, Wainwright, in connection with this offering. The warrants are exercisable for five years from the date of issuance at a per share price of $7.59. The warrants had a fair value of $183 thousand on the date of issuance and are classified as equity in the Company's Consolidated Balance Sheet. The January 9, 2019 and January 26, 2019 offerings will be referred to collectively as the “2019 Offerings.” As disclosed in Note 18, certain of the Company's directors and executive officers purchased shares in the 2019 Offerings at the public offering price. Conversions and Exchanges of Debt into Common Stock Between June 3, 2020 and September 23, 2020, the Company issued an aggregate of approximately 399 thousand shares of the Company's common stock, with a fair value of $1.6 million, to Atlas Sciences in exchange for the return to the Company of the remaining principal and interest from its unsecured promissory note, as such the Note Payable balance on December 31, 2020 was $0. On November 20, 2020, the Company entered into Warrant Exchange and Amendment Agreements with certain holders of warrants issued in offerings in 2016 (the “Exchange Warrants”). Pursuant to the Exchange Agreements, the Holders agreed to amend each of the Purchase Agreements so that the Company will no longer be prohibited from effecting or agreeing to affect any Variable Rate Transactions. In addition, pursuant to the Exchange Agreements, the Company offered the Holders the opportunity to exchange in full all their Exchange Warrants in exchange for 0.2 shares of the Company’s common stock, par value $0.0001 per share for each share of Common Stock issuable upon exercise of an Exchange Warrant being exchanged. Further, the Company agreed not to issue or agree to issue any Common Stock or Common Stock equivalents for a period of five trading days from the effective date of the Exchange Agreements, subject to certain exceptions. The Company issued an aggregate of 11 thousand shares of common stock pursuant to the Exchange Agreements. In May 2019, Iliad converted $350 thousand of the Convertible Note into an aggregate of 51 thousand shares of the Company's common stock at a conversion price of $6.82 per share. During the year ended December 31, 2019, the Company issued 174 thousand shares of common stock to Iliad in exchange for the return of $612 thousand of principal amounts due under the Convertible Note using the exchange date fair market value of the Company's common stock. Stock Issued to Vendor On December 4, 2019, the Company issued 5 thousand shares of common stock to a vendor at a value of $7.86 per common share, using the exchange date fair market value of the Company's common stock. Preferred Stock The Company is currently authorized to issue up to 9.8 million shares of preferred stock. As of December 31, 2020 and 2019, no shares of preferred stock were outstanding. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 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. The 2011 Plan reserved 105 thousand shares of common stock for issuance, under several types of equity awards including stock options, stock appreciation rights, restricted stock awards and other awards defined in the 2011 Plan. At December 31, 2020, 39 thousand shares remain available for future awards under the 2011 Plan. The 2008 Plan reserved 18 thousand shares of common stock for issuance. Effective April 9, 2018, the Company is no longer able to issue options from the 2008 Plan. Prior to April 9, 2018, the Company was authorized to issue incentive stock options or non-statutory stock options to eligible participants, as defined in the 2008 Plan. At December 31, 2020, the Company has 1 thousand options outstanding that were issued outside of the Stock Option Plans. As of December 31, 2020, no stock appreciation rights and 12 thousand shares of restricted stock had been awarded under the Stock Option Plans. On July 23, 2019, the Company issued 3 thousand stock options to each of its five non-employee directors. The options will vest in equal monthly installments over twelve months and have an exercise price of $4.50 per share. On January 2, 2020, the Company issued an aggregate of 20 thousand stock options to executives. The options will vest in equal monthly installments over twelve months and have an exercise price of $5.53 per share and a grant date fair value of $4.45 per share. A summary of employee and non-employee stock option activity for the years ended December 31, 2020 and 2019 for both continuing and discontinuing employees is as follows: Options Outstanding Weighted- Aggregate Number of Weighted- Outstanding January 1, 2019 100 $ 173.10 5.70 $ 4 Granted 20 5.89 Cancelled or expired (56) 182.37 Outstanding December 31, 2019 64 113.63 7.48 $ 24 Granted 20 5.53 Cancelled or expired (28) 170.67 Outstanding December 31, 2020 56 $ 45.92 6.31 $ — Exercisable, December 31, 2020 52 $ 47.39 6.20 $ — 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. During the years ended December 31, 2020 and 2019, no options were exercised. As of December 31, 2020, total unrecognized compensation cost related to non-vested stock options granted to employees was $62 thousand for continuing operations, which the Company expects to recognize over the next 1.08 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. The Company records forfeitures of unvested stock options when they occur. No compensation cost is recorded for options that do not vest. 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 uses 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: Year Ended December 31, 2020 2019 Volatility 110.43 % 93.86 % Risk free interest rate 1.68 % 1.95 % Dividend yield — — Term (years) 5.27 5.44 Weighted-average fair value of options granted during the period $ 4.45 $ 4.32 Restricted stock awards have been granted to employees, directors and consultants as compensation for services. At December 31, 2020, there was no unrecognized compensation cost related to non-vested restricted stock. The following table summarizes the activities for the Company's non-vested restricted stock awards for the years ended December 31, 2020 and 2019 for both continuing and discontinuing employees: Non-vested Restricted Stock Awards Number of Shares (in thousands) Weighted-Average Grant Date Fair Value Non-vested at January 1, 2019 1 $ 102.82 Vested (1) 102.82 Non-vested at December 31, 2020 and 2019 — $ — The TSA with Buyer described in Note 19 included the continued employment of 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 Consolidated Statements of Operations and Other Comprehensive Loss during the periods presented: Year Ended December 31, 2020 2019 Cost of revenues $ 15 $ 16 General and administrative 164 247 Total stock-based compensation related to continuing operations $ 179 $ 263 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Warrants On November 20, 2020, the Company entered into Warrant Exchange and Amendment Agreements with certain holders of Exchange Warrants. Pursuant to the Exchange Agreements, the Holders agreed to amend each of the Purchase Agreements so that the Company will no longer be prohibited from effecting or agreeing to affect any Variable Rate Transactions. In addition, pursuant to the Exchange Agreements, the Company offered the Holders the opportunity to exchange in full all their Exchange Warrants in exchange for 0.2 shares of the Company’s common stock, par value $0.0001 per share for each share of Common Stock issuable upon exercise of an Exchange Warrant being exchanged. Further, the Company agreed not to issue or agree to issue any Common Stock or Common Stock equivalents for a period of five trading days from the effective date of the Exchange Agreements, subject to certain exceptions. The Company issued an aggregate of 11 thousand Exchange Shares pursuant to the Exchange Agreements. The Company recognized a gain on the exchange of $2 thousand which is recorded in change in the fair value of warrant liability at December 31, 2020. On June 8, 2019, warrants to purchase 123 thousand shares of the Company's common stock, referred to below as the 2017 Offering, expired. In January 2019, the Company issued warrants to purchase 31 thousand and 36 thousand s hares of its common stock at $7.43 and $7.59 per share, respectively, in conjunction with its 2019 Offerings described in Note 11. On October 28, 2020. the Company issued 94 thousand warrants to purchase 94 thousand shares of its common stock at $2.42 in conjunction with its October 28, 2020 offering described in note 11. The following table summarizes the warrant activity for the years ending December 31, 2020 and 2019 (in thousands except exercise price): Issued With / For Exercise Warrants 2019 2019 Warrants 2020 2020 2020 Warrants Non-Derivative Warrants: Financing 300.00 8 — — 8 — — — 8 Financing 450.00 9 — — 9 — — — 9 2015 Offering 150.00 115 — — 115 — (115) — — 2017 Debt 27.60 15 — — 15 — — — 15 2019 Offering 7.43 — 31 — 31 — — — 31 2019 Offering 7.59 — 35 — 35 — — — 35 2020 Offering 2.42 — — — — 94 — — 94 115.54 B 147 66 — 213 94 (115) — 192 Derivative Warrants: 2016 Offerings 67.50 A 66 — — 66 — — (52) 14 2017 Offering 70.50 A 117 — (117) — — — — — 2017 Offering 75.00 A 6 — (6) — — — — — 67.50 B 189 — (123) 66 — — (52) 14 104.18 B 336 66 (123) 279 94 (115) (52) 206 ________________________ A These warrants are subject to fair value accounting and contain a contingent net cash settlement feature. See Note 14. B Weighted average exercise prices are as of December 31, 2020. |
Fair Value of Warrants
Fair Value of Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Warrants | Fair Value of Warrants The derivative warrants issued as part of the 2016 Offerings are valued using a probability-weighted Binomial model, while the derivative warrants issued as part of the 2017 Debt refinancing were valued using a Monte Carlo model. The derivative warrants issued in conjunction with the 2017 Offering were valued using a Black-Scholes model. The following tables summarize the assumptions used in computing the fair value of derivative warrants subject to fair value accounting at December 31, 2020 and 2019, and the fair value of derivative warrants reclassified to equity during the years then ended. As of December 31, 2020 As of December 31, 2019 2016 Offerings Exercise price $ 67.50 $ 67.50 Expected life (years) 0.99 2.08 Expected volatility 144.59 % 150.69 % Risk-free interest rate 0.10 % 1.58 % Expected dividend yield 0.00 % 0.00 % In determining the fair value of warrants outstanding at each reporting date, the Company stock price was $2.77 and $5.96 (the closing price on the NASDAQ Capital Market) at December 31, 2020 and 2019, respectively. The following table summarizes the derivative warrant activity subject to fair value accounting for the years ended December 31, 2020 and 2019 (in thousands): Issued with 2016 Offerings Issued with 2017 Offering Total Fair value of warrants outstanding as of January 1, 2019 $ 225 $ 23 $ 248 Change in fair value of warrants (47) (23) (70) Fair value of warrants outstanding as of December 31, 2019 178 — 178 Fair value of warrants exchanged for stock (10) — (10) Change in fair value of warrants (167) — (167) Fair value of warrants outstanding as of December 31, 2020 $ 1 $ — $ 1 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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): 2020 Total Quoted Prices in Significant Other Significant Warrant liability $ 1 $ — $ — $ 1 $ 1 $ — $ — $ 1 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, 2020 and 2019, the warrant liability consists of stock warrants issued as part of the 2016 Offerings that contain contingent redemption features. At December 31, 2018, the warrant liability also included warrants issued as part of the 2017 Offering that contained contingent redemption features until they expired in June 2019. In accordance with derivative accounting for warrants, the Company calculated the fair value of warrants and the assumptions used are described in Note 14, “Fair Value of Warrants.” Realized and unrealized gains and losses related to the change in fair value of the warrant liability are included in other income (expense) on the Consolidated Statements of Operations and Other Comprehensive Loss. At December 31, 2019, the Company had a note payable to VenturEast from a prior acquisition. The ultimate repayment of the note will be the value of and 3 thousand shares of common stock at the time of payment. The value of the note payable to VenturEast was determined using the fair value of the Company's common stock at the reporting date. During the years ended December 31, 2020 and 2019, the Company recognized gains of $4 thousand and $136 thousand, respectively, due to the changes in value of the note. Realized and unrealized gains and losses related to the VenturEast note are included in other income (expense) on the Consolidated Statements of Operations and Other Comprehensive Loss. In January 2020, the Company entered into a Settlement Agreement with VenturEast to satisfy the Company’s outstanding liability, which resulted in the Company issuing 3 thousand restricted shares of common stock, and making two lump sum payments of $50 thousand each for a total cash settlement of $100 thousand. 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 December 31, 2020, the net Earn-Out receivable from siParadigm was approximately $91 thousand. The following table summarizes the activity of the notes payable to VenturEast, the Earn-Out from siParadigm, and derivative warrants, which were measured at fair value using Level 3 inputs (in thousands): Assets Liabilities Earn-Out from Note Payable Warrant Other siParadigm to VenturEast Liability Derivatives Fair value at January 1, 2019 $ — $ 20 $ 248 $ 86 Change in fair value (935) (4) (70) (86) Fair value at issuance 2,376 — — — Receipts received during the period (338) — — — Fair value at December 31, 2019 1,103 16 178 — Fair value of warrants exchanged for stock — — (10) — Receipts received during the period (288) — — — Settlement of liability — (12) — — Removed from fair value accounting (749) — — — Change in fair value (66) (4) (167) — Fair value at December 31, 2020 $ — $ — $ 1 $ — |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies On November 13, 2020, a purported stockholder of CGI filed a complaint against CGI, the chief executive officer of CGI and the directors of CGI in the United States District Court for the Southern District of New York, entitled, Scott Sawin v. Cancer Genetics, Inc. et al. The complaint (the “Sawin Complaint”) alleges that CGI’s Registration Statement on Form S-4, as filed with the SEC on October 16, 2020 related to the merger (the “Prior Registration Statement”), omitted to disclose certain material information allegedly necessary to make statements made in the Prior 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, and alleges breach of fiduciary duty of candor/disclosure. The complaint seeks injunctive relief, enjoining the merger until the defendants to the applicable lawsuit disclose the alleged omitted material information, and costs, among other remedies. On November 19, 2020, a purported stockholder of CGI filed a complaint against CGI and the directors of CGI in the United States District Court for the Southern District of New York, entitled, Carlos Juan Pastrana v. Cancer Genetics, Inc. et al. On November 19, 2020, a purported stockholder of CGI filed a complaint against CGI and the directors of CGI in the United States District Court for the District of New Jersey, entitled, Joshua Dunn v. Cancer Genetics, Inc. et al. On November 23, 2020, a purported stockholder of CGI filed a complaint against CGI and the directors of CGI in the United States District Court for the District of New Jersey, entitled, Matthew Haller v. Cancer Genetics, Inc. et al. On November 25, 2020, a purported stockholder of CGI filed a complaint against CGI and the directors of CGI in the United States District Court for the District of New Jersey, entitled, Steve Prentiss v. Cancer Genetics, Inc. et al. On December 1, 2020, a purported stockholder of CGI filed a complaint against CGI and the directors of CGI in the United States District Court for the Southern District of New York, entitled, Virginia Weiderman v. Cancer Genetics, Inc. et al. On December 18, 2020, a purported stockholder of CGI filed a complaint against CGI and the directors of CGI in the United States District Court for the Southern District of New York, entitled, Jason Kauffman v. Cancer Genetics, Inc. et al. On January 27, 2021, a purported stockholder of CGI filed a complaint against CGI and the directors of CGI in the United States District Court for the District of New Jersey, entitled, Joseph Sheridan v. Cancer Genetics, Inc. et al. Each of the foregoing seven complaints allege facts and seek relief substantially similar to the Sawin Complaint. CGI believes that the claims asserted in the lawsuits described above are without merit and intends to vigorously defend CGI, CGI Acquisition, Inc. and the director and officer defendants against these claims, as applicable, however, there can be no assurance that the defendants will prevail in such lawsuits. CGI is not able to estimate any possible loss from these litigations at this time. It is possible that additional lawsuits may be filed in connection with the merger. In November 2020, vivoPharm Pty Ltd received a letter from counsel for a customer of vivoPharm alleging entitlement to a refund of prepayments made under a master services agreement in the sum of approximately $306 thousand. Counsel for vivoPharm responded and denied any liability. In February 2021 counsel for the customer repeated its claim and stated its intent to commence litigation if the matter were not resolved. Counsel for vivoPharm responded by repeating its denial of any liability but offering to pay $60 thousand to resolve the matter. No litigation has been commenced to date. |
Joint Venture Agreement
Joint Venture Agreement | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint Venture Agreement | Joint Venture AgreementIn 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 Company has a net receivable due from the JV of approximately $56 thousand at December 31, 2020, which is included in other assets in the Consolidated Balance Sheets. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Various executives, directors and former directors purchased shares as part of the 2019 Offerings at the public offering price. On January 14, 2019, John Pappajohn, 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. |
Discontinuing Operations
Discontinuing Operations | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinuing Operations Interpace Biosciences, 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 following is a reconciliation of the original gross sales price to the consideration received (in thousands): Original sales price: Gross sales price $ 23,500 Adjustments to sales price: Transaction costs (1,525) Working capital adjustments (2,705) Payment of other expenses (171) Total adjustments to sales price (4,401) Consideration received $ 19,099 The BioPharma Disposal resulted in the following (in thousands): Consideration received: Cash received at closing $ 2,258 Fair value of Excess Consideration Note 6,795 Repayment of ABL and accrued interest 2,906 Repayment of Term Note and accrued interest 6,250 Repayment of certain accounts payable and accrued expenses 890 Net sales price $ 19,099 Net assets sold: Accounts receivable $ 4,271 Other current assets 1,142 Fixed assets 2,998 Operating lease right-of-use assets 1,969 Patents and other intangible assets 42 Goodwill 10,106 Accounts payable and accrued expenses (4,970) Obligations under operating leases (2,110) Obligations under finance leases (451) Deferred revenue (1,046) $ 11,951 Gain on disposal of BioPharma Business $ 7,148 The Excess Consideration Note, which required interest-only quarterly payments at a rate of 6% per year, 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 $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, respectively. The fair value of the Excess Consideration Note was $888 thousand at December 31, 2019 and was paid in full in 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 period not to exceed six months from 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 $217 thousand and $186 thousand for the years ended December 31, 2020 and 2019, respectively. In addition, the Buyer reimbursed 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 former Chief Financial Officer through July 2020. The reimbursed portion of such salaries and benefits amounted to $155 thousand and $188 thousand for the years ended December 31, 2020 and 2019, respectively. Including the amounts due under the TSA described above, the net amount due to the Buyer is approximately $15 thousand at December 31, 2020. 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, and for a period of time the Company was providing certain transitional services to siParadigm pursuant to the Clinical Agreement. The cash consideration paid by siParadigm at closing was $747 thousand, which includes $45 thousand for certain equipment plus a $1.0 million advance payment of the Earn-Out (as defined below), less $298 thousand of supplier invoices paid directly by siParadigm, an adjustment of $11 thousand and transaction costs of $110 thousand. The Clinical Business sale (together with the sale of BioServe and the BioPharma Disposal, the “Business Disposals”) was completed on July 8, 2019. The Clinical Business disposal resulted in the following: Consideration received: Cash received at closing $ 747 Fair value of Earn-Out from siParadigm 2,376 Advance from siParadigm received in cash (1,000) $ 2,123 Net assets sold: Goodwill $ 1,188 Accounts payable and accrued expenses (287) $ 901 Gain on disposal of Clinical Business $ 1,222 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”). siParadigm withholds a set percentage from each monthly earn-out payment remitted to the Company as repayment of the Advance from siParadigm. The percentage withheld was 25% for earn-out payments for July through September 2019; siParadigm began withholding 75% from the earn-out payments for October 2019 and will continue withholding 75% each month until the Advance from siParadigm is paid in full. At December 31, 2019, the fair value of the current and long-term portion of the Earn-Out from siParadigm was $747 thousand and $356 thousand, respectively. In addition, the current and long-term portion of the Advance from siParadigm was $566 thousand and $252 thousand, respectively. The Company has netted the Earn-out and advance from siParadigm as December 31, 2020 as all amounts are fixed and determinable and the Company and SiParadigm intend to offset. At December 31, 2020 the net Earn-out receivable was approximately $91 thousand. Under the Clinical Agreement, the Company agreed to certain non-competition and non-solicitation provisions, including that it will 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. The Business Disposals have been classified as discontinuing operations in conformity with accounting principles generally accepted in the United States of America. Accordingly, the operations and balances of the Company's BioPharma and Clinical operations have been reported as discontinuing operations and removed from all financial disclosures of continuing operations. As permitted by Accounting Standards Codification (“ASC”) 205-20, the Company elected to allocate $1.5 million of interest expense from the Convertible Note to Iliad and Advance from NDX to discontinuing operations during the year ended December 31, 2019. The interest was allocated based on the ratio of net assets sold less debt required to be paid as a result of the disposal to the Company's net assets (prior to the disposal) plus the consolidated debt not repaid as a result of the disposal. Unless otherwise indicated, information in these notes to consolidated financial statements relates to continuing operations. Summarized results of the Company's consolidated discontinuing operations are as follows for the years ended December 31, 2020 and 2019 (in thousands): Year Ended December 31, 2020 2019 Revenue $ — $ 10,066 Cost of revenues — 7,554 Gross profit — 2,512 Operating expenses: Research and development — 937 General and administrative (42) 4,675 Sales and marketing — 1,527 Restructuring costs — 194 Transaction costs — 560 Impairment of patents and other intangible assets — 601 Total operating expenses (42) 8,494 Income (loss) from discontinuing operations 42 (5,982) Other income (expense): Interest expense — (2,211) Gain on disposal of Clinical Business — 1,222 Gain on disposal of BioPharma Business — 7,148 Total other income — 6,159 Net income from discontinuing operations $ 42 $ 177 Consolidated carrying amounts of major classes of assets and liabilities from discontinuing operations were as follows as of December 31, 2020 and 2019 (in thousands): 2020 2019 Current assets of discontinuing operations: Accounts receivable, net of allowance for doubtful accounts of $4,536 in 2019 $ — $ 71 Current assets of discontinuing operations $ — $ 71 Current liabilities of discontinuing operations Accounts payable and accrued expenses $ 659 $ 1,137 Due to Interpace Biosciences, Inc. — 92 Current liabilities of discontinuing operations $ 659 $ 1,229 Cash flows used in discontinuing operations consisted of the following for the years ended December 31, 2020 and 2019: Years Ended December 31, 2020 2019 Income from discontinuing operations $ 42 $ 177 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) 1,074 Accounts payable settlements (43) — Stock-based compensation (6) 107 Amortization of operating lease right-of-use assets — 358 Amortization of discount of debt and debt issuance costs — 601 Interest added to Convertible Note — 343 Loss on extinguishment of debt — 328 Gain on disposal of Clinical business — (1,222) Gain on disposal of BioPharma business — (7,148) Change in working capital components: Accounts receivable 99 845 Other current assets — 398 Other non-current assets — 2 Accounts payable, accrued expenses and deferred revenue (435) (2,163) Obligations under operating leases — (217) Deferred rent payable and other — (151) Due to Interpace Biosciences, Inc. (92) 92 Net cash used in operating activities, discontinuing operations $ (463) $ (5,421) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events ATM In January 2021, the Company received net proceeds of $797 thousand from the issuance of 200 thousand shares of CGI Common Stock pursuant to its ATM Agreement. CGI PIPE On January 28, 2021, CGI entered into a Securities Purchase Agreement (the “CGI PIPE Securities Purchase Agreement”) with certain institutional and accredited investors (the “CGI PIPE Purchasers”), pursuant to which CGI issued and sold to the CGI PIPE Purchasers in a private placement an aggregate of (i) 2.8 million shares of CGI Common Stock and (ii) common warrants to purchase up to an aggregate of 2.8 million shares of CGI Common Stock, at a combined offering price of $3.625 per CGI PIPE Share and accompanying CGI PIPE Warrant to purchase one share of CGI Common Stock, for gross proceeds of approximately $10 million. The net proceeds to CGI from the CGI PIPE were approximately $8.9 million, after deducting placement agent fees and expenses and estimated offering expenses payable by CGI. The net proceeds are expected to be available to the post-merger company upon the closing of the merger. The Private Placement closed on February 1, 2021. Between February 10 and March 22, 2021 a total of 1.1 million of the warrants were exercised for common stock resulting in proceeds to the Company of approximately $4.0 million. CGI RD Financing |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation : The Company prepares its financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. |
Segment reporting | Segment reporting : Operating segments are defined as components of an enterprise about which separate discrete information is used by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment, which is the business of developing and selling diagnostic tests and services. |
Principles of consolidation | Principles of consolidation : The accompanying consolidated financial statements include the accounts of Cancer Genetics, Inc. and its wholly-owned subsidiaries. All significant intercompany account balances and transactions have been eliminated in consolidation. |
Foreign currency | Foreign currency : The Company translates the financial statements of its foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and average exchange rates for revenue, costs and expenses. Translation gains and losses are recorded in accumulated other comprehensive income as a component of stockholders’ equity. Gains and losses resulting from foreign currency transactions that are denominated in currencies other than the entity’s functional currency are included within the Consolidated Statements of Operations and Other Comprehensive Loss. |
Use of estimates and assumptions | Use of estimates and assumptions : The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include, among others, realization of amounts billed, realization of long-lived assets, realization of intangible assets, accruals for litigation and registration payments, assumptions used to value stock options, warrants and goodwill and the valuation of assets and liabilities associated with the Business Disposals. Actual results could differ from those estimates. |
Risks and uncertainties | Risks and uncertainties : The Company operates in an industry that is subject to intense competition, government regulation and rapid technological change. the Company's operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory, foreign operations, and other risks, including the potential risk of business failure. |
Cash and cash equivalents | Cash and cash equivalents : Highly liquid investments with original maturities of three months or less when purchased are considered to be cash equivalents. Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains cash and cash equivalents with high-credit quality financial institutions. At times, such amounts may exceed insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on its cash and cash equivalents. |
Restricted cash | Restricted cash: Represents cash held at financial institutions which the Company may not withdraw and which collateralizes certain of the Company's financial commitments. All of the Company's restricted cash is invested in interest bearing certificates of deposit. |
Revenue recognition and Deferred revenue | Revenue recognition : Revenue is recorded at the amount expected to be collected, which includes implicit price concessions. Performance obligations are satisfied over time and as study data is transmitted to the customer. Revenue from the Company's Discovery Services is recognized using the time elapsed method and at a point in time as the Company delivers study results to the customers. As results are delivered, the invoices are generated based on contractual rates. Some contracts have prepayments prior to services being rendered that are recorded as deferred revenue. The Company records deferred revenues (contract liabilities) when cash payments are received or due in advance of its performance, including amounts which are refundable. The Company's customer arrangements do not contain any significant financing component. Discovery Services frequently take time to complete under their respective contacts. These times vary depending on specific contract arrangements including the length of the study and how samples are delivered to the Company for processing. However, the duration of performance obligations for Discovery Services is less than one year. The Company excludes from the measurement of the transaction price all taxes that it collects from customers that are assessed by governmental authorities and are both imposed on and concurrent with specific revenue-producing transactions. Deferred revenue: Payments received in advance of services rendered are recorded as deferred revenue and are subsequently recognized as revenue in the period in which the services are performed. |
Accounts receivable | Accounts receivable : Accounts receivable are carried at net realizable value, which is the original invoice amount less an estimate for contractual adjustments, discounts and doubtful receivables, the amounts of which are determined by an analysis of individual accounts. The Company's policy for assessing the collectability of receivables is dependent upon the major payor |
Fixed assets | Fixed assets: Fixed assets consist of diagnostic equipment and furniture and fixtures. Fixed assets are carried at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, which generally range from five |
Goodwill | Goodwill: Goodwill resulted from the purchase of vivoPharm in 2017. In accordance with ASC 350, Intangibles - Goodwill and Other, the Company is required to test goodwill for impairment and adjust for impairment losses, if any, at least annually and on an interim basis if an event or circumstance indicates that it is likely impairment has occurred. The Company's annual goodwill impairment testing date is October 1 of each year using a market approach. |
Equity investment | Equity investment: The Company has an equity investment that does not have a readily determinable market value, with a cost basis of $200 thousand at December 31, 2020 and 2019. This investment is measured at cost, less impairment, if any, plus or minus changes resulting from observable price changes in ordinary transactions for the identical or similar investment of the same issuer. Changes in the fair value of the investment are recorded as net appreciation in fair value of investment in the Consolidated Statements of Operations and Other Comprehensive Loss. |
Financing fees | Financing fees: Financing fees are amortized using the effective interest method over the term of the related debt. Debt is recorded net of unamortized debt issuance costs. |
Warrant liability | Warrant liability : The Company issued warrants during the 2016 Offerings and the 2017 Offering that contain a contingent net cash settlement feature, which are described herein as derivative warrants. The Company also issued warrants that were subject to a 20% reduction if the Company achieved certain financial milestones as part of its 2017 debt refinancing; these warrants were reclassified as equity during 2018 when the number of shares issuable under the agreement became fixed. Derivative warrants are recorded as liabilities in the accompanying Consolidated Balance Sheets. These common stock purchase warrants do not trade in an active securities market, and as such, the Company estimated the fair value of these warrants using the binomial lattice, Black-Scholes and Monte Carlo valuation pricing models with the assumptions as follows: The risk-free interest rate for periods within the contractual life of the warrant is based on the U.S. Treasury yield curve. The expected life of the warrants is based upon the contractual life of the warrants. The Company uses the historical volatility of its common stock and the closing price of its shares on the NASDAQ Capital Market. The Company computes the fair value of the warrant liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the warrant liability is the Company's |
Derivative liabilities | Derivative liabilities : The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives requiring separate recognition in the Company’s financial statements. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability and the change in fair value is recorded in other income (expense) in the consolidated results of operations. In circumstances where there are multiple embedded instruments that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within twelve months of the balance sheet date. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption and are recorded as interest expense in the consolidated results of operations. |
Income taxes | Income taxes : Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred income taxes. Deferred income taxes are recognized for temporary differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Deferred income taxes are also recognized for net operating loss (“NOLs”) carryforwards that are available to offset future taxable income and research and development credits. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has established a full valuation allowance on its deferred tax assets as of December 31, 2020 and 2019; therefore, the Company has not recognized any deferred tax benefit or expense in the periods presented. However, the sale of state NOLs and research and development credits are included in current income tax benefit for the period ended December 31, 2019. There were no state NOL sales for the year ended December 31, 2020. ASC 740, Income Taxes, clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from uncertain tax positions may be recognized when it is more-likely-than-not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2020 and 2019 the Company had no uncertain tax positions, and the Company does not expect any changes with regards to uncertain tax positions during the year ending December 31, 2021. The Company's policy is to recognize interest and/or penalties related to income tax matters in income tax expense. There is no accrual for interest or penalties on the Company's Consolidated Balance Sheets at December 31, 2020 or 2019, and the Company has not recognized interest and/or penalties in the Consolidated Statements of Operations and Other Comprehensive Loss for the years ended December 31, 2020 or 2019. The Company's major taxing jurisdictions are the United States, Australia and New Jersey. The Company's tax years for 2017 through 2019 are subject to examination by the tax authorities. Generally, as of December 31, 2020, the Company is no longer subject to federal and state examinations by tax authorities for years before 2017. In Australia, the Company's tax returns are subject to examination for five years from the date of filing. However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses or tax credits were generated and carried forward, and make adjustments up to the amount of the net operating loss or credit carryforward. |
Patents and other intangible assets | Patents and other intangible assets: The Company accounts for intangible assets under ASC 350-30. Patents consisting of legal fees incurred are initially recorded at cost. The Company has also acquired patents that are initially recorded at fair value. Patents are amortized over the useful lives of the assets, which range from seven The Company reviews the carrying value of patents at the end of each reporting period. Based upon the Company's review, there was no patent impairment related to continuing operations in 2019. Based upon the Company's review in 2020 it was determined that 4 of the patents are related to business areas that will no longer be pursued by the Company. The recorded value of these patents of $71 thousand was written off in 2020. In addition, a 5th patent was similarly identified and determined that it is of value to an identified third party. The Company is currently in negotiations to sell this patent and has determined that legal work of approximately $50 thousand would be necessary to prepare the patent for sale. The Company recorded a contra asset in the amount of $50 thousand related to this patent, which reduced the amount of the patent held for sale from $206 thousand to $156 thousand. Other intangible assets consist of vivoPharm’s customer list and trade name, which historically were amortized using the straight-line method over the estimated useful lives of the assets of ten years. FASB Accounting Standards Codification (ASC) Topic 360, “Property, Plant, and Equipment,” provides guidance for the impairment of long-lived assets that are classified as held and used. In particular, the relevant guidance is included in the “Impairment or Disposal of Long-Lived Asset” subsections of ASC 360-10. Long-lived assets are required to be tested for impairment if events or changes in circumstances indicate the carrying amount of the asset group to which they belong may not be recoverable. If the carrying amount of the asset group is not recoverable, an impairment loss is measured based on the excess of the carrying amount of the asset group over the fair value of the asset group. VivoPharm experienced an operating loss of approximately $1.5 million for the 12 months ended December 31, 2020 which was determined to be an indicator of impairment. Based upon the actual results for the first two months of the 2021 fiscal year, the Company updated the forecasted the operating results for the period from 2021 through 2026, the amortization period of the Company’s intangible assets and determine that the fair value of the intangible assets which was calculated using the present value of future cashflows, did not support its carrying value resulting in an impairment charge of $2.1 million, which was recorded in operating expenses for the year ended December 31, 2020. |
Stock-based compensation | Stock-based compensation : Stock-based compensation is accounted for in accordance with the provisions of ASC 718, Compensation-Stock Compensation , which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. See additional information in Note 12. All issuances of stock options or other issuances of equity instruments to employees as the consideration for services received by the Company are accounted for based on the fair value of the equity instrument issued. |
Fair value of financial instruments | Fair value of financial instruments: The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, approximate their estimated fair values due to the short-term maturities of those financial instruments. |
Subsequent events | Subsequent events : The Company has evaluated potential subsequent events through the date the financial statements were issued within our Annual Report on Form 10-K. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements : In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The standard will become effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating whether it will early adopt. The guidance is not expected to have a material impact on the Company's consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) , which clarified that before applying or upon discontinuing the equity method of accounting for an investment in equity securities, an entity should consider observable transactions that require it to apply or discontinue the equity method of accounting for the purposes of applying the fair value measurement alternative. The amended guidance will become effective for the Company on January 1, 2022. Early adoption is permitted. The Company does not believe this standard will have a material impact on its financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides temporary optional guidance to ease the potential burden of accounting for reference rate reform due to the cessation of the London Interbank Offered Rate, commonly referred to as “LIBOR.” The temporary guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, relationships, and transactions affected by reference rate reform if certain criteria are met. The provisions of the temporary optional guidance are only available until December 31, 2022, when the reference rate reform activity is expected to be substantially complete. When adopted, entities may apply the provisions as of the beginning of the reporting period when the election is made. The Company does not believe this standard will have a material impact on its financial statements and has yet to elect an adoption date. In October 2020, the FASB issued ASU 2020-10, Codification Improvements . For public business entities, the amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The amendments in this update do not change U.S. GAAP and, therefore, are not expected to result in a significant change in practice. Section A was removed from the final update of ASU 2020-10. Section B of this update contains amendments that improve the consistency of the Codification by including all disclosure guidance in the appropriate Disclosure Section (Section 50). Section C of this update contains Codification improvements that vary in nature. Management does not expect that adoption of this guidance will have a significant impact on the Company’s financial statements. |
Earnings (loss) per share | Earnings (loss) per share : Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares assumed to be outstanding during the period of computation. Diluted earnings per share is computed similar to basic earnings per share except that the numerator is adjusted for the change in fair value of the warrant liability (only if dilutive) and the denominator is increased to include the number of dilutive potential common shares outstanding during the period using the treasury stock method. For all periods presented, all common stock equivalents outstanding were anti-dilutive. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Goodwill | Goodwill (in thousands) Balance, January 1, 2019 $ 5,963 Impairment of goodwill (2,873) Balance, December 31, 2019 3,090 Translation adjustment (113) Balance, December 31, 2020 $ 2,977 |
Summary of Potentially Dilutive Adjustments | The following table summarizes potentially dilutive adjustments to the weighted average number of common shares which were excluded from the calculation (in thousands): 2020 2019 Common stock purchase warrants 206 279 Stock options 56 64 262 343 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | At December 31, 2020 and 2019, other current assets consisted of the following (in thousands): 2020 2019 Lab supplies $ 162 $ 77 Prepaid expenses 475 469 $ 637 $ 546 |
Lease Commitments (Tables)
Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Components of lease expense and supplemental information | The components of operating and finance lease expense were as follows for the years ended December 31, 2020 and 2019 for continuing operations (in thousands): 2020 2019 Finance lease cost: Amortization of right-of use assets $ 56 $ 35 Interest on lease liabilities 10 13 Operating lease cost 318 220 Short-term lease cost 129 109 Variable lease cost 60 55 $ 573 $ 432 Supplemental cash flow related to operating and finance leases of the Company's continuing operations was as follows for the year ended December 31, 2020 and 2019 (in thousands): 2020 2019 Cash paid amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 318 $ 220 Financing cash flows used for finance leases $ 94 $ 72 Other supplemental information related to operating and finance leases of the Company's continuing operations was as follows at December 31, 2020 and 2019: 2020 2019 Weighted average remaining lease term (in years): Operating leases 1.15 0.99 Finance leases 3.13 3.35 Weighted average discount rate: Operating leases 7.25 % 7.98 % Finance leases 8.18 % 8.21 % |
Schedule of future estimated minimum lease payments under operating leases | Minimum future lease payments under all finance and operating leases as of December 31, 2020 are as follows (in thousands): Finance Operating Total December 31, 2021 $ 41 $ 234 $ 275 2022 35 31 66 2023 36 3 39 2024 9 — 9 Total minimum lease payments 121 268 389 Less amount representing interest 14 13 27 Present value of net minimum obligations 107 255 362 Less current obligation under finance and operating leases 35 223 258 Long-term obligation under finance and operating leases $ 72 $ 32 $ 104 |
Schedule of future estimated minimum lease payments under finance leases | Minimum future lease payments under all finance and operating leases as of December 31, 2020 are as follows (in thousands): Finance Operating Total December 31, 2021 $ 41 $ 234 $ 275 2022 35 31 66 2023 36 3 39 2024 9 — 9 Total minimum lease payments 121 268 389 Less amount representing interest 14 13 27 Present value of net minimum obligations 107 255 362 Less current obligation under finance and operating leases 35 223 258 Long-term obligation under finance and operating leases $ 72 $ 32 $ 104 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets are summarized by major classifications as follows (in thousands): 2020 2019 Equipment $ 1,078 $ 1,000 Furniture and fixtures 22 53 1,100 1,053 Less accumulated depreciation (652) (495) Net fixed assets $ 448 $ 558 |
Patents and Other Intangible _2
Patents and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Patents and Other Intangible Assets | Patents and other intangible assets consist of the following at December 31, 2020 and 2019 (in thousands): 2020 2019 Patents $ — $ 981 Customer list — 2,738 Trade name — 477 — 4,196 Less accumulated amortization — (1,301) Net patent and other intangible assets $ — $ 2,895 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax Provision (Benefit) | Loss from continuing and discontinuing operations before income tax provision (benefit) consisted of the following (in thousands): For the Year Ended December 31 2020 2019 United States $ (7,520) $ (5,619) Foreign (481) (1,601) Total $ (8,001) $ (7,220) The provision (benefit) for income taxes from continuing and discontinuing operations consisted of the following (in thousands): For the Year Ended December 31 2020 2019 Current: State $ — $ (512) Deferred: Federal $ (846) $ 687 State (145) 766 Foreign (433) (167) (1,424) 1,286 Change in valuation allowance 1,424 (1,286) Total deferred $ — $ — Total $ — $ (512) |
Income Tax Reconciliation | The provision (benefit) for income taxes from continuing and discontinuing operations for the years ended December 31, 2020 and 2019 differs from the approximate amount of income tax benefit determined by applying the U.S. federal income tax rate to pre-tax loss, due to the following: Year Ended December 31, 2020 Year Ended December 31, 2019 Amount % of Amount % of Income tax benefit at federal statutory rate $ (1,680) 21.0 % $ (1,516) 21.0 % State tax provision, net of federal tax benefit (148) 1.8 % 223 (3.1) % Tax credits 20 (0.2) % 136 (1.9) % Stock based compensation 16 (0.2) % 997 (13.8) % Derivative warrants (41) 0.5 % (30) 0.4 % Goodwill impairment — — % 604 (8.4) % Change in valuation allowance 1,424 (17.8) % (1,286) 17.8 % Gain on sale of businesses 115 (1.4) % — — % Merger costs 170 (2.1) % 246 (3.4) % Foreign operations 124 (1.6) % 109 (1.5) % Other — — % 5 — % Income tax (benefit) provision $ — — % $ (512) 7.1 % |
Components of Approximate Deferred Tax | Approximate deferred taxes consist of the following components as of December 31, 2020 and 2019 (in thousands): 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 27,300 $ 26,317 Accruals and reserves 1,212 1,544 Stock based compensation 87 75 Research and development tax credits 1,780 1,800 Derivative warrant liability 17 17 Interest deduction carryforward 1,500 1,470 Investment in joint venture — 161 Intangible assets 114 — Other 6 6 Total deferred tax assets 32,016 31,390 Less valuation allowance (31,921) (30,497) Net deferred tax assets 95 893 Deferred tax liabilities Fixed assets (95) (132) Goodwill and intangible assets — (761) Net deferred taxes $ — $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2020 and 2019 for both continuing and discontinuing employees is as follows: Options Outstanding Weighted- Aggregate Number of Weighted- Outstanding January 1, 2019 100 $ 173.10 5.70 $ 4 Granted 20 5.89 Cancelled or expired (56) 182.37 Outstanding December 31, 2019 64 113.63 7.48 $ 24 Granted 20 5.53 Cancelled or expired (28) 170.67 Outstanding December 31, 2020 56 $ 45.92 6.31 $ — Exercisable, December 31, 2020 52 $ 47.39 6.20 $ — |
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: Year Ended December 31, 2020 2019 Volatility 110.43 % 93.86 % Risk free interest rate 1.68 % 1.95 % Dividend yield — — Term (years) 5.27 5.44 Weighted-average fair value of options granted during the period $ 4.45 $ 4.32 |
Nonvested Restricted Stock Shares Activity | The following table summarizes the activities for the Company's non-vested restricted stock awards for the years ended December 31, 2020 and 2019 for both continuing and discontinuing employees: Non-vested Restricted Stock Awards Number of Shares (in thousands) Weighted-Average Grant Date Fair Value Non-vested at January 1, 2019 1 $ 102.82 Vested (1) 102.82 Non-vested at December 31, 2020 and 2019 — $ — |
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 Consolidated Statements of Operations and Other Comprehensive Loss during the periods presented: Year Ended December 31, 2020 2019 Cost of revenues $ 15 $ 16 General and administrative 164 247 Total stock-based compensation related to continuing operations $ 179 $ 263 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Warrant Activity | The following table summarizes the warrant activity for the years ending December 31, 2020 and 2019 (in thousands except exercise price): Issued With / For Exercise Warrants 2019 2019 Warrants 2020 2020 2020 Warrants Non-Derivative Warrants: Financing 300.00 8 — — 8 — — — 8 Financing 450.00 9 — — 9 — — — 9 2015 Offering 150.00 115 — — 115 — (115) — — 2017 Debt 27.60 15 — — 15 — — — 15 2019 Offering 7.43 — 31 — 31 — — — 31 2019 Offering 7.59 — 35 — 35 — — — 35 2020 Offering 2.42 — — — — 94 — — 94 115.54 B 147 66 — 213 94 (115) — 192 Derivative Warrants: 2016 Offerings 67.50 A 66 — — 66 — — (52) 14 2017 Offering 70.50 A 117 — (117) — — — — — 2017 Offering 75.00 A 6 — (6) — — — — — 67.50 B 189 — (123) 66 — — (52) 14 104.18 B 336 66 (123) 279 94 (115) (52) 206 ________________________ A These warrants are subject to fair value accounting and contain a contingent net cash settlement feature. See Note 14. B Weighted average exercise prices are as of December 31, 2020. |
Fair Value of Warrants (Tables)
Fair Value of Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
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 December 31, 2020 and 2019, and the fair value of derivative warrants reclassified to equity during the years then ended. As of December 31, 2020 As of December 31, 2019 2016 Offerings Exercise price $ 67.50 $ 67.50 Expected life (years) 0.99 2.08 Expected volatility 144.59 % 150.69 % Risk-free interest rate 0.10 % 1.58 % Expected dividend yield 0.00 % 0.00 % |
Summary of Derivative Warrant Activity | The following table summarizes the derivative warrant activity subject to fair value accounting for the years ended December 31, 2020 and 2019 (in thousands): Issued with 2016 Offerings Issued with 2017 Offering Total Fair value of warrants outstanding as of January 1, 2019 $ 225 $ 23 $ 248 Change in fair value of warrants (47) (23) (70) Fair value of warrants outstanding as of December 31, 2019 178 — 178 Fair value of warrants exchanged for stock (10) — (10) Change in fair value of warrants (167) — (167) Fair value of warrants outstanding as of December 31, 2020 $ 1 $ — $ 1 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Liabilities Measured at Fair Value on 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): 2020 Total Quoted Prices in Significant Other Significant Warrant liability $ 1 $ — $ — $ 1 $ 1 $ — $ — $ 1 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 for Contingent Consideration of Business Acquisitions | The following table summarizes the activity of the notes payable to VenturEast, the Earn-Out from siParadigm, and derivative warrants, which were measured at fair value using Level 3 inputs (in thousands): Assets Liabilities Earn-Out from Note Payable Warrant Other siParadigm to VenturEast Liability Derivatives Fair value at January 1, 2019 $ — $ 20 $ 248 $ 86 Change in fair value (935) (4) (70) (86) Fair value at issuance 2,376 — — — Receipts received during the period (338) — — — Fair value at December 31, 2019 1,103 16 178 — Fair value of warrants exchanged for stock — — (10) — Receipts received during the period (288) — — — Settlement of liability — (12) — — Removed from fair value accounting (749) — — — Change in fair value (66) (4) (167) — Fair value at December 31, 2020 $ — $ — $ 1 $ — |
Discontinuing Operations (Table
Discontinuing Operations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summarized results of consolidated discontinued operations | The following is a reconciliation of the original gross sales price to the consideration received (in thousands): Original sales price: Gross sales price $ 23,500 Adjustments to sales price: Transaction costs (1,525) Working capital adjustments (2,705) Payment of other expenses (171) Total adjustments to sales price (4,401) Consideration received $ 19,099 The BioPharma Disposal resulted in the following (in thousands): Consideration received: Cash received at closing $ 2,258 Fair value of Excess Consideration Note 6,795 Repayment of ABL and accrued interest 2,906 Repayment of Term Note and accrued interest 6,250 Repayment of certain accounts payable and accrued expenses 890 Net sales price $ 19,099 Net assets sold: Accounts receivable $ 4,271 Other current assets 1,142 Fixed assets 2,998 Operating lease right-of-use assets 1,969 Patents and other intangible assets 42 Goodwill 10,106 Accounts payable and accrued expenses (4,970) Obligations under operating leases (2,110) Obligations under finance leases (451) Deferred revenue (1,046) $ 11,951 Gain on disposal of BioPharma Business $ 7,148 The Clinical Business disposal resulted in the following: Consideration received: Cash received at closing $ 747 Fair value of Earn-Out from siParadigm 2,376 Advance from siParadigm received in cash (1,000) $ 2,123 Net assets sold: Goodwill $ 1,188 Accounts payable and accrued expenses (287) $ 901 Gain on disposal of Clinical Business $ 1,222 Year Ended December 31, 2020 2019 Revenue $ — $ 10,066 Cost of revenues — 7,554 Gross profit — 2,512 Operating expenses: Research and development — 937 General and administrative (42) 4,675 Sales and marketing — 1,527 Restructuring costs — 194 Transaction costs — 560 Impairment of patents and other intangible assets — 601 Total operating expenses (42) 8,494 Income (loss) from discontinuing operations 42 (5,982) Other income (expense): Interest expense — (2,211) Gain on disposal of Clinical Business — 1,222 Gain on disposal of BioPharma Business — 7,148 Total other income — 6,159 Net income from discontinuing operations $ 42 $ 177 Consolidated carrying amounts of major classes of assets and liabilities from discontinuing operations were as follows as of December 31, 2020 and 2019 (in thousands): 2020 2019 Current assets of discontinuing operations: Accounts receivable, net of allowance for doubtful accounts of $4,536 in 2019 $ — $ 71 Current assets of discontinuing operations $ — $ 71 Current liabilities of discontinuing operations Accounts payable and accrued expenses $ 659 $ 1,137 Due to Interpace Biosciences, Inc. — 92 Current liabilities of discontinuing operations $ 659 $ 1,229 Cash flows used in discontinuing operations consisted of the following for the years ended December 31, 2020 and 2019: Years Ended December 31, 2020 2019 Income from discontinuing operations $ 42 $ 177 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) 1,074 Accounts payable settlements (43) — Stock-based compensation (6) 107 Amortization of operating lease right-of-use assets — 358 Amortization of discount of debt and debt issuance costs — 601 Interest added to Convertible Note — 343 Loss on extinguishment of debt — 328 Gain on disposal of Clinical business — (1,222) Gain on disposal of BioPharma business — (7,148) Change in working capital components: Accounts receivable 99 845 Other current assets — 398 Other non-current assets — 2 Accounts payable, accrued expenses and deferred revenue (435) (2,163) Obligations under operating leases — (217) Deferred rent payable and other — (151) Due to Interpace Biosciences, Inc. (92) 92 Net cash used in operating activities, discontinuing operations $ (463) $ (5,421) |
Organization, Description of _2
Organization, Description of Business, Reverse Stock Split, Business Disposals, Offerings and Merger (Details) $ in Thousands | Mar. 15, 2021USD ($) | Aug. 24, 2020day | Mar. 22, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Nov. 02, 2020shares | Oct. 28, 2020shares | Jan. 09, 2019shares |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Warrants to purchase common stock, issued (shares) | shares | 94,092 | 94,000 | 31,000 | |||||
Net loss | $ 8,001 | $ 6,708 | ||||||
Impairment of intangible assets | 2,201 | 0 | ||||||
Merger costs | 539 | 117 | ||||||
Accumulated deficit | 172,425 | 164,424 | ||||||
Net cash used in operating activities | 5,371 | 8,660 | ||||||
Cash and cash equivalents | $ 2,444 | $ 3,880 | ||||||
Subsequent event | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Proceeds from equity issued | $ 29,500 | |||||||
Convertible Debt | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Conversion ratio | 0.20 | |||||||
Conversion threshold trading days | day | 5 | |||||||
Threshold percentage of stock price trigger | 85.00% | |||||||
StemoniX | Private placement | Series C Preferred Stock | Subsequent event | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Maximum committed amount | $ 2,000 | |||||||
Cancer Genetics, Inc. | Stockholders of CGI | Subsequent event | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Ownership percentage, noncontrolling owners | 22.00% | |||||||
Cancer Genetics, Inc. | StemoniX | Subsequent event | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Ownership percentage, parent | 78.00% |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2020USD ($)patentSegment | Dec. 31, 2019USD ($) | |
Significant Accounting Policies [Line Items] | ||
Number of operating segments | Segment | 1 | |
Impairment of fixed assets | $ 0 | $ 0 |
Impairment of goodwill | 0 | 2,873,000 |
Equity investment, cost basis | 200,000 | 200,000 |
Equity investments | $ 200,000 | 200,000 |
Percentage of number of shares that may be removed from agreement upon achieving certain financial milestones | 20.00% | |
Uncertain tax positions | $ 0 | 0 |
Accrual for interest or penalties | 0 | 0 |
Income tax penalties and interest expense | 0 | 0 |
Impairment of intangible assets | 2,201,000 | 0 |
Patent held for sale | 156,000 | 0 |
Operating loss | 8,183,000 | 5,703,000 |
VivoPharm | ||
Significant Accounting Policies [Line Items] | ||
Impairment of intangible assets | 2,100,000 | |
Operating loss | 1,500,000 | |
State and Local Jurisdiction | ||
Significant Accounting Policies [Line Items] | ||
Net operating losses sold | 0 | |
Patents | ||
Significant Accounting Policies [Line Items] | ||
Impairment of intangible assets | $ 71,000 | 0 |
Number of intangible assets impaired | patent | 4 | |
Allowance for legal fees | $ 50,000 | |
Patent held for sale, before allowance for legal fees | 206,000 | |
Patent held for sale | $ 156,000 | |
Software, Customer List and Trade Name | VivoPharm | ||
Significant Accounting Policies [Line Items] | ||
Intangible assets, useful life | 10 years | |
Minimum | ||
Significant Accounting Policies [Line Items] | ||
Fixed assets, estimated useful lives | 5 years | |
Minimum | Patents | ||
Significant Accounting Policies [Line Items] | ||
Intangible assets, useful life | 7 years | |
Maximum | ||
Significant Accounting Policies [Line Items] | ||
Fixed assets, estimated useful lives | 12 years | |
Maximum | Patents | ||
Significant Accounting Policies [Line Items] | ||
Intangible assets, useful life | 10 years | |
Letter of Credit | Restricted Cash | ||
Significant Accounting Policies [Line Items] | ||
Letter of credit | $ 350,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Beginning Balance | $ 3,090,000 | $ 5,963,000 |
Impairment of goodwill | 0 | (2,873,000) |
Translation adjustment | (113,000) | |
Ending Balance | $ 2,977,000 | $ 3,090,000 |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of Potentially Dilutive Adjustments to Weighted Average Number of Common Shares Excluded from Calculation (Detail) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 262 | 343 |
Common stock purchase warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 206 | 279 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 56 | 64 |
Revenue (Detail)
Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Deferred revenue | $ 1,013 | $ 1,217 |
Remaining performance obligation | $ 1,000 | |
Four Customers | Customer Concentration | Revenue | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration risk percentage | 61.00% | |
Three Customers | Customer Concentration | Revenue | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration risk percentage | 61.00% | |
Non-US | Geographic Concentration | Revenue | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration risk percentage | 39.00% | 20.00% |
Other Current Assets (Detail)
Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Lab supplies | $ 162 | $ 77 |
Prepaid expenses | 475 | 469 |
Other assets, current | $ 637 | $ 546 |
Lease Commitments - Additional
Lease Commitments - Additional Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)ft² | Dec. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Stand-by letter of credit | $ 350 | |
Lease remeasurement | $ 264 | 0 |
Finance lease cost | 272 | 272 |
Finance lease, accumulated depreciation | $ 161 | $ 161 |
Hershey, Pennsylvania | ||
Lessee, Lease, Description [Line Items] | ||
Area of property | ft² | 5,800 | |
Bundoora, Australia | ||
Lessee, Lease, Description [Line Items] | ||
Area of property | ft² | 1,959 | |
Rutherford, New Jersey | ||
Lessee, Lease, Description [Line Items] | ||
Stand-by letter of credit | $ 350 |
Lease Commitments - Components
Lease Commitments - Components of lease expense and supplemental information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finance lease cost: | ||
Amortization of right-of use assets | $ 56 | $ 35 |
Interest on lease liabilities | 10 | 13 |
Operating lease cost | 318 | 220 |
Short-term lease cost | 129 | 109 |
Variable lease cost | 60 | 55 |
Total lease expense | 573 | 432 |
Cash paid amounts included in the measurement of lease liabilities: | ||
Operating cash flows used for operating leases | 318 | 220 |
Financing cash flows used for finance leases | $ 94 | $ 72 |
Weighted average remaining lease term (in years): | ||
Operating leases | 1 year 1 month 24 days | 11 months 26 days |
Finance leases | 3 years 1 month 17 days | 3 years 4 months 6 days |
Weighted average discount rate: | ||
Operating leases | 7.25% | 7.98% |
Finance leases | 8.18% | 8.21% |
Lease Commitments - Schedule of
Lease Commitments - Schedule of future estimated minimum lease payments (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Finance Leases | ||
2021 | $ 41 | |
2022 | 35 | |
2023 | 36 | |
2024 | 9 | |
Total minimum lease payments | 121 | |
Less amount representing interest | 14 | |
Present value of net minimum obligations | 107 | |
Obligations under finance leases, current portion | 35 | $ 68 |
Obligations under finance leases, less current portion | 72 | 107 |
Operating Leases | ||
2021 | 234 | |
2022 | 31 | |
2023 | 3 | |
2024 | 0 | |
Total minimum lease payments | 268 | |
Less amount representing interest | 13 | |
Present value of net minimum obligations | 255 | |
Obligations under operating leases, current portion | 223 | 193 |
Obligations under operating leases, less current portion | 32 | $ 10 |
Total | ||
2021 | 275 | |
2022 | 66 | |
2023 | 39 | |
2024 | 9 | |
Total minimum lease payments | 389 | |
Less amount representing interest | 27 | |
Present value of net minimum obligations | 362 | |
Less current obligation under finance and operating leases | 258 | |
Long-term obligation under finance and operating leases | $ 104 |
Financing (Details)
Financing (Details) - USD ($) shares in Thousands | Oct. 21, 2019 | Sep. 18, 2018 | Oct. 31, 2019 | May 31, 2019 | Sep. 23, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 31, 2020 |
Debt Instrument [Line Items] | ||||||||
Principal payments on advance | $ 350,000 | $ 892,000 | ||||||
Issuance of common stock, conversions and exchanges (shares) | 51 | 174 | ||||||
Issuance of common stock, conversions and exchanges | 1,577,000 | $ 962,000 | ||||||
Loss on extinguishment of debt | $ 119,000 | $ 256,000 | ||||||
Redemption, upon three business days' notice | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument term | 6 months | |||||||
Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Issuance of common stock, conversions and exchanges (shares) | 399 | 225 | ||||||
NDX | Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Advance from NovellusDx, Ltd. | $ 1,500,000 | |||||||
Principal payments on advance | $ 100,000 | $ 1,000,000 | ||||||
Principal balance | $ 450,000 | |||||||
Due to affiliate | $ 50,000 | |||||||
Stated interest rate | 0.00% | |||||||
Atlas Sciences | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 10.00% | |||||||
Term note, principal balance | $ 1,300,000 | |||||||
Proceeds unsecured debt | 1,300,000 | |||||||
Unamortized discount | 88,000 | $ 64,000 | ||||||
Interest expense | 10,000 | |||||||
Debt instrument term | 12 months | |||||||
Maximum monthly redemption | $ 300,000 | |||||||
Maximum interest rate upon default | 22.00% | |||||||
Increase to outstanding balance upon default | 15.00% | |||||||
Long-term debt | $ 0 | 1,300,000 | ||||||
Debt issuance costs, net | $ 7,000 | |||||||
Atlas Sciences | Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Issuance of common stock, conversions and exchanges (shares) | 399 | |||||||
Issuance of common stock, conversions and exchanges | $ 1,600,000 |
Letter of Credit (Detail)
Letter of Credit (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
Stand-by letter of credit | $ 350 |
Fixed Assets (Detail)
Fixed Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | $ 1,100 | $ 1,053 |
Less accumulated depreciation | (652) | (495) |
Net fixed assets | 448 | 558 |
Depreciation | 166 | 159 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 1,078 | 1,000 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | $ 22 | $ 53 |
Patents and Other Intangible _3
Patents and Other Intangible Assets - Schedule of Patents and Other Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 0 | $ 4,196 |
Less accumulated amortization | 0 | (1,301) |
Net patent and other intangible assets | 0 | 2,895 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 0 | 981 |
Customer list | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 0 | 2,738 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 0 | $ 477 |
Patents and Other Intangible _4
Patents and Other Intangible Assets - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($)patent | Dec. 31, 2019USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of intangible assets | $ 2,201,000 | $ 0 |
Patent held for sale | 156,000 | 0 |
Operating loss | 8,183,000 | 5,703,000 |
Amortization | 462,000 | 454,000 |
VivoPharm | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of intangible assets | 2,100,000 | |
Operating loss | $ 1,500,000 | |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Number of intangible assets impaired | patent | 4 | |
Impairment of intangible assets | $ 71,000 | $ 0 |
Allowance for legal fees | 50,000 | |
Patent held for sale | $ 156,000 | |
Software, Customer List and Trade Name | VivoPharm | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 10 years |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income (loss) from continuing and discontinuing operations | ||
United States | $ (7,520) | $ (5,619) |
Foreign | (481) | (1,601) |
Total | (8,001) | (7,220) |
Current: | ||
State | 0 | (512) |
Deferred: | ||
Federal | (846) | 687 |
State | (145) | 766 |
Foreign | (433) | (167) |
Total deferred, before adjustments | (1,424) | 1,286 |
Change in valuation allowance | 1,424 | (1,286) |
Total deferred | 0 | 0 |
Total | $ 0 | $ (512) |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Amount (in thousands) | ||
Income tax benefit at federal statutory rate | $ (1,680) | $ (1,516) |
State tax provision, net of federal tax benefit | (148) | 223 |
Tax credits | 20 | 136 |
Stock based compensation | 16 | 997 |
Derivative warrants | (41) | (30) |
Goodwill impairment | 0 | 604 |
Change in valuation allowance | 1,424 | (1,286) |
Gain on sale of businesses | 115 | 0 |
Merger costs | 170 | 246 |
Foreign operations | 124 | 109 |
Other | 0 | 5 |
Total | $ 0 | $ (512) |
% of Pretax Loss | ||
Income tax benefit at federal statutory rate | 21.00% | 21.00% |
State tax provision, net of federal tax benefit | 1.80% | (3.10%) |
Tax credits | (0.20%) | (1.90%) |
Stock based compensation | (0.20%) | (13.80%) |
Derivative warrants | 0.50% | 0.40% |
Goodwill impairment | 0.00% | (8.40%) |
Change in valuation allowance | (17.80%) | 17.80% |
Gain on sale of businesses | (1.40%) | 0.00% |
Merger costs | (2.10%) | (3.40%) |
Foreign operations | (1.60%) | (1.50%) |
Other | 0.00% | 0.00% |
Income tax (benefit) provision | 0.00% | 7.10% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | Apr. 04, 2019 | Dec. 31, 2020 |
Income Tax [Line Items] | ||
Proceeds from sale of operating loss carryforwards and tax credits | $ 512,000 | |
Net operating loss carryforward | $ 120,600,000 | |
Net operating loss carryforward subject to expiration | 98,900,000 | |
Research and Development | ||
Income Tax [Line Items] | ||
Tax credit carryforward | 1,800,000 | |
State and Local Jurisdiction | ||
Income Tax [Line Items] | ||
Net operating losses sold | 0 | |
State and Local Jurisdiction | Research and Development | ||
Income Tax [Line Items] | ||
State research and development tax credits sold | 72,000 | |
State and Local Jurisdiction | New Jersey Division of Taxation | ||
Income Tax [Line Items] | ||
Net operating losses sold | $ 11,600,000 | |
Net operating loss carryforward | 20,100,000 | |
Foreign Tax Authority | Australian Taxation Office | ||
Income Tax [Line Items] | ||
Net operating loss carryforward | $ 3,700,000 |
Income Taxes - Components of Ap
Income Taxes - Components of Approximate Deferred Tax (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 27,300 | $ 26,317 |
Accruals and reserves | 1,212 | 1,544 |
Stock based compensation | 87 | 75 |
Research and development tax credits | 1,780 | 1,800 |
Derivative warrant liability | 17 | 17 |
Interest deduction carryforward | 1,500 | 1,470 |
Investment in joint venture | 0 | 161 |
Intangible assets | 114 | 0 |
Other | 6 | 6 |
Total deferred tax assets | 32,016 | 31,390 |
Less valuation allowance | (31,921) | (30,497) |
Net deferred tax assets | 95 | 893 |
Deferred tax liabilities | ||
Fixed assets | (95) | (132) |
Goodwill and intangible assets | 0 | (761) |
Net deferred taxes | $ 0 | $ 0 |
Capital Stock (Detail)
Capital Stock (Detail) | Dec. 08, 2020USD ($)shares | Dec. 02, 2020USD ($)$ / shares | Nov. 20, 2020day$ / sharesshares | Oct. 28, 2020USD ($)$ / sharesshares | Dec. 04, 2019$ / sharesshares | Oct. 24, 2019 | Jan. 26, 2019USD ($)$ / sharesshares | Jan. 09, 2019USD ($)$ / sharesshares | May 31, 2019USD ($)$ / sharesshares | Sep. 23, 2020USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Nov. 02, 2020shares | Aug. 24, 2020$ / shares | Dec. 31, 2018USD ($) |
Class of Stock [Line Items] | |||||||||||||||
Reverse stock split, conversion ratio | 0.0333 | ||||||||||||||
Number of shares issued in transaction | 50,000 | 1,600,000 | 5,000 | ||||||||||||
Price for share (usd per share) | $ / shares | $ 2.20 | $ 7.86 | |||||||||||||
Consideration received on transaction | $ | $ 2,400,000 | $ 2,900,000 | |||||||||||||
Offering costs | $ | $ 6,000 | $ 534,000 | |||||||||||||
Warrants to purchase common stock, issued (shares) | 94,000 | 31,000 | 94,092 | ||||||||||||
Warrants, exercise period | 5 years | 5 years | |||||||||||||
Exercise price of warrant (usd per share) | $ / shares | $ 2.42 | $ 7.43 | $ 104.18 | ||||||||||||
Common stock, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Proceeds from offerings of common stock, net of certain offering costs | $ | $ 159,000 | $ 3,074,000 | $ 5,412,000 | ||||||||||||
Fair value of warrants | $ | $ 183,000 | $ 168,000 | 1,000 | $ 178,000 | $ 248,000 | ||||||||||
Issuance of common stock, conversions and exchanges (shares) | 51,000 | 174,000 | |||||||||||||
Issuance of common stock, conversions and exchanges | $ | $ 1,577,000 | $ 962,000 | |||||||||||||
Preferred stock, shares authorized | 9,764,000 | 9,764,000 | |||||||||||||
Preferred stock, shares outstanding (shares) | 0 | 0 | |||||||||||||
Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of common stock, conversions and exchanges (shares) | 399,000 | 225,000 | |||||||||||||
Atlas Sciences | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Long-term debt | $ | $ 0 | $ 1,300,000 | |||||||||||||
Atlas Sciences | Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of common stock, conversions and exchanges (shares) | 399,000 | ||||||||||||||
Issuance of common stock, conversions and exchanges | $ | $ 1,600,000 | ||||||||||||||
H.C. Wainwright | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants to purchase common stock, issued (shares) | 36,000 | 445,000 | |||||||||||||
Warrants, exercise period | 5 years | ||||||||||||||
Exercise price of warrant (usd per share) | $ / shares | $ 7.59 | $ 6.75 | |||||||||||||
Public Offering | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Consideration received on transaction | $ | $ 3,000,000 | $ 2,400,000 | |||||||||||||
Offering costs | $ | $ 525,000 | $ 563,000 | |||||||||||||
Warrants to purchase common stock, issued (shares) | 507,000 | ||||||||||||||
Exercise price of warrant (usd per share) | $ / shares | $ 6.90 | ||||||||||||||
Warrant Exchange | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of shares issued in transaction | 11,000 | ||||||||||||||
Common stock, par value (usd per share) | $ / shares | $ 0.0001 | ||||||||||||||
Issuance of common stock, conversions and exchanges | $ | $ 10,000 | ||||||||||||||
Trading days of no stock issuance | day | 5 | ||||||||||||||
Number of shares called by each warrant | 0.2 | ||||||||||||||
Warrant Exchange | Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of common stock, conversions and exchanges (shares) | 11,000 | ||||||||||||||
Convertible Debt | Convertible Promissory Note | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Long-term debt | $ | $ 350,000 | $ 612,000 | |||||||||||||
Convertible Debt, Adjusted Conversion Price Portion | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Conversion price of notes (usd per share) | $ / shares | $ 6.82 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | Jan. 02, 2020$ / sharesshares | Jul. 23, 2019grantee$ / sharesshares | Dec. 31, 2020USD ($)stockPlan$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Oct. 11, 2016shares | Apr. 01, 2010shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of equity incentive plans | stockPlan | 2 | |||||
Options granted maximum exercisable period | 10 years | |||||
Issuance of shares under stock options plans (shares) | 1,000 | |||||
Stock appreciation rights (shares) | 0 | |||||
Restricted stock awarded under Stock Option Plans (shares) | 12,000 | |||||
Granted (shares) | 20,000 | 20,000 | ||||
Granted (usd per share) | $ / shares | $ 5.53 | $ 5.89 | ||||
Options exercised (shares) | 0 | 0 | ||||
Stock-based compensation expense | $ | $ 179,000 | $ 263,000 | ||||
Employee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation cost | $ | $ 62,000 | |||||
Unrecognized compensation cost, period for recognition | 1 year 29 days | |||||
2011 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of common stock shares authorized for issuance (shares) | 105,000 | |||||
Shares available for future awards (shares) | 39,000 | |||||
2008 Stock Option Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares of common stock reserved for issuance (shares) | 18,000 | |||||
Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Grant date fair value (usd per share) | $ / shares | $ 4.45 | $ 4.32 | ||||
Dividend yield | 0.00% | 0.00% | ||||
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost not yet recognized, equity instruments other than options | $ | $ 0 | |||||
Nonemployee | Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (shares) | 20,000 | 3,000 | ||||
Number of grantees | grantee | 5 | |||||
Common stock, vesting period | 12 months | 12 months | ||||
Granted (usd per share) | $ / shares | $ 5.53 | $ 4.50 | ||||
Grant date fair value (usd per share) | $ / shares | $ 4.45 | |||||
Discontinuing Operations | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ | $ (6,000) | $ 107,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Employee and Nonemployee Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Options Outstanding, Number of Shares Outstanding | |||
Outstanding, beginning balance (shares) | 64,000 | 100,000 | |
Granted (shares) | 20,000 | 20,000 | |
Canceled or expired (shares) | (28,000) | (56,000) | |
Outstanding, ending balance (shares) | 56,000 | 64,000 | 100,000 |
Exercisable (shares) | 52,000 | ||
Options Outstanding, Weighted Average Exercise Price | |||
Outstanding, beginning balance (usd per share) | $ 113.63 | $ 173.10 | |
Granted (usd per share) | 5.53 | 5.89 | |
Canceled or expired (usd per share) | 170.67 | 182.37 | |
Outstanding, ending balance (usd per share) | 45.92 | $ 113.63 | $ 173.10 |
Exercisable (usd per share) | $ 47.39 | ||
Weighted- Average Remaining Contractual Term (in years) | |||
Outstanding | 6 years 3 months 21 days | 7 years 5 months 23 days | 5 years 8 months 12 days |
Exercisable | 6 years 2 months 12 days | ||
Aggregate Intrinsic Value | |||
Outstanding | $ 0 | $ 24 | $ 4 |
Exercisable | $ 0 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Assumptions Used to Estimate Fair Value of Options Granted (Detail) - Employee Stock Option - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 110.43% | 93.86% |
Risk free interest rate | 1.68% | 1.95% |
Dividend yield | 0.00% | 0.00% |
Term (years) | 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) | $ 4.45 | $ 4.32 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Award Activity (Details) - Restricted Stock - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | |
Number of Shares (in thousands) | ||
Non-vested, beginning balance (shares) | 1 | |
Vested (shares) | (1) | |
Non-vested, ending balance (shares) | 0 | |
Non-vested, ending balance (shares) | 0 | 0 |
Weighted-Average Grant Date Fair Value | ||
Non-vested, beginning balance (usd per share) | $ 102.82 | |
Vested (usd per share) | 102.82 | |
Non-vested, ending balance (usd per share) | 0 | |
Non-vested, ending balance (usd per share) | $ 0 | $ 0 |
Stock-Based Compensation - Effe
Stock-Based Compensation - Effects of Stock-Based Compensation Related to Stock Option and Restricted Stock Awards (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Stock-based compensation expense | $ 179 | $ 263 |
Cost of revenues | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Stock-based compensation expense | 15 | 16 |
General and administrative | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Stock-based compensation expense | $ 164 | $ 247 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) $ / shares in Units, $ in Thousands | Dec. 08, 2020shares | Nov. 20, 2020day$ / sharesshares | Oct. 28, 2020$ / sharesshares | Dec. 04, 2019shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 02, 2020$ / shares | Nov. 02, 2020shares | Aug. 24, 2020$ / shares | Jun. 08, 2019shares | Jan. 26, 2019$ / sharesshares | Jan. 09, 2019$ / sharesshares |
Class of Warrant or Right [Line Items] | ||||||||||||
Common stock, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Number of shares issued in transaction | 50,000 | 1,600,000 | 5,000 | |||||||||
Change in fair value of warrant liability | $ | $ 167 | $ 70 | ||||||||||
Warrants to purchase common stock, issued (shares) | 94,000 | 94,092 | 31,000 | |||||||||
Exercise price of warrant (usd per share) | $ / shares | $ 2.42 | $ 104.18 | $ 7.43 | |||||||||
Warrants Issued (shares) | 94,000 | 94,000 | 66,000 | |||||||||
Warrant Exchange | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of shares called by each warrant | 0.2 | |||||||||||
Common stock, par value (usd per share) | $ / shares | $ 0.0001 | |||||||||||
Trading days of no stock issuance | day | 5 | |||||||||||
Number of shares issued in transaction | 11,000 | |||||||||||
Change in fair value of warrant liability | $ | $ 2 | |||||||||||
2017 Offering | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Warrants to purchase common stock, issued (shares) | 123,000 | |||||||||||
H.C. Wainwright | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Warrants to purchase common stock, issued (shares) | 36,000 | 445,000 | ||||||||||
Exercise price of warrant (usd per share) | $ / shares | $ 7.59 | $ 6.75 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Detail) - $ / shares shares in Thousands | Oct. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 09, 2019 |
Class of Warrant or Right [Line Items] | ||||
Exercise price (usd per share) | $ 2.42 | $ 104.18 | $ 7.43 | |
Class of Warrants Outstanding [Roll Forward] | ||||
Warrants Outstanding, Beginning Balance (shares) | 279 | 336 | ||
Warrants Issued (shares) | 94 | 94 | 66 | |
Warrants Expired (shares) | (115) | (123) | ||
Warrants Exchanged (shares) | (52) | |||
Warrants Outstanding, Ending Balance (shares) | 206 | 279 | ||
2016 Offerings | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (usd per share) | $ 67.50 | $ 67.50 | ||
Non-Derivative Warrants: | Warrant Issued With | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (usd per share) | $ 115.54 | |||
Class of Warrants Outstanding [Roll Forward] | ||||
Warrants Outstanding, Beginning Balance (shares) | 213 | 147 | ||
Warrants Issued (shares) | 94 | 66 | ||
Warrants Expired (shares) | (115) | 0 | ||
Warrants Exchanged (shares) | 0 | |||
Warrants Outstanding, Ending Balance (shares) | 192 | 213 | ||
Non-Derivative Warrants: | Financing | Warrant Issued With | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (usd per share) | $ 300 | |||
Class of Warrants Outstanding [Roll Forward] | ||||
Warrants Outstanding, Beginning Balance (shares) | 8 | 8 | ||
Warrants Issued (shares) | 0 | 0 | ||
Warrants Expired (shares) | 0 | 0 | ||
Warrants Exchanged (shares) | 0 | |||
Warrants Outstanding, Ending Balance (shares) | 8 | 8 | ||
Non-Derivative Warrants: | Financing | Warrant Issued With | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (usd per share) | $ 450 | |||
Class of Warrants Outstanding [Roll Forward] | ||||
Warrants Outstanding, Beginning Balance (shares) | 9 | 9 | ||
Warrants Issued (shares) | 0 | 0 | ||
Warrants Expired (shares) | 0 | 0 | ||
Warrants Exchanged (shares) | 0 | |||
Warrants Outstanding, Ending Balance (shares) | 9 | 9 | ||
Non-Derivative Warrants: | 2017 Debt | Warrant Issued With | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (usd per share) | $ 27.60 | |||
Class of Warrants Outstanding [Roll Forward] | ||||
Warrants Outstanding, Beginning Balance (shares) | 15 | 15 | ||
Warrants Issued (shares) | 0 | 0 | ||
Warrants Expired (shares) | 0 | 0 | ||
Warrants Exchanged (shares) | 0 | |||
Warrants Outstanding, Ending Balance (shares) | 15 | 15 | ||
Non-Derivative Warrants: | 2015 Offering | Warrant Issued With | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (usd per share) | $ 150 | |||
Class of Warrants Outstanding [Roll Forward] | ||||
Warrants Outstanding, Beginning Balance (shares) | 115 | 115 | ||
Warrants Issued (shares) | 0 | 0 | ||
Warrants Expired (shares) | (115) | 0 | ||
Warrants Exchanged (shares) | 0 | |||
Warrants Outstanding, Ending Balance (shares) | 0 | 115 | ||
Non-Derivative Warrants: | 2019 Offering | Warrant Issued With | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (usd per share) | $ 7.43 | |||
Class of Warrants Outstanding [Roll Forward] | ||||
Warrants Outstanding, Beginning Balance (shares) | 31 | 0 | ||
Warrants Issued (shares) | 0 | 31 | ||
Warrants Expired (shares) | 0 | 0 | ||
Warrants Exchanged (shares) | 0 | |||
Warrants Outstanding, Ending Balance (shares) | 31 | 31 | ||
Non-Derivative Warrants: | 2019 Offering | Warrant Issued With | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (usd per share) | $ 7.59 | |||
Class of Warrants Outstanding [Roll Forward] | ||||
Warrants Outstanding, Beginning Balance (shares) | 35 | 0 | ||
Warrants Issued (shares) | 0 | 35 | ||
Warrants Expired (shares) | 0 | 0 | ||
Warrants Exchanged (shares) | 0 | |||
Warrants Outstanding, Ending Balance (shares) | 35 | 35 | ||
Non-Derivative Warrants: | 2020 Offering | Warrant Issued With | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (usd per share) | $ 2.42 | |||
Class of Warrants Outstanding [Roll Forward] | ||||
Warrants Outstanding, Beginning Balance (shares) | 0 | 0 | ||
Warrants Issued (shares) | 94 | 0 | ||
Warrants Expired (shares) | 0 | 0 | ||
Warrants Exchanged (shares) | 0 | |||
Warrants Outstanding, Ending Balance (shares) | 94 | 0 | ||
Derivative Warrants: | Warrant Issued For | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (usd per share) | $ 67.50 | |||
Class of Warrants Outstanding [Roll Forward] | ||||
Warrants Outstanding, Beginning Balance (shares) | 66 | 189 | ||
Warrants Issued (shares) | 0 | 0 | ||
Warrants Expired (shares) | 0 | (123) | ||
Warrants Exchanged (shares) | (52) | |||
Warrants Outstanding, Ending Balance (shares) | 14 | 66 | ||
Derivative Warrants: | 2016 Offerings | Warrant Issued For | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (usd per share) | $ 67.50 | |||
Class of Warrants Outstanding [Roll Forward] | ||||
Warrants Outstanding, Beginning Balance (shares) | 66 | 66 | ||
Warrants Issued (shares) | 0 | 0 | ||
Warrants Expired (shares) | 0 | 0 | ||
Warrants Exchanged (shares) | (52) | |||
Warrants Outstanding, Ending Balance (shares) | 14 | 66 | ||
Derivative Warrants: | 2017 Offering | Warrant Issued For | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (usd per share) | $ 70.50 | |||
Class of Warrants Outstanding [Roll Forward] | ||||
Warrants Outstanding, Beginning Balance (shares) | 0 | 117 | ||
Warrants Issued (shares) | 0 | 0 | ||
Warrants Expired (shares) | 0 | (117) | ||
Warrants Exchanged (shares) | 0 | |||
Warrants Outstanding, Ending Balance (shares) | 0 | 0 | ||
Derivative Warrants: | 2017 Offering | Warrant Issued For | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (usd per share) | $ 75 | |||
Class of Warrants Outstanding [Roll Forward] | ||||
Warrants Outstanding, Beginning Balance (shares) | 0 | 6 | ||
Warrants Issued (shares) | 0 | 0 | ||
Warrants Expired (shares) | 0 | (6) | ||
Warrants Exchanged (shares) | 0 | |||
Warrants Outstanding, Ending Balance (shares) | 0 | 0 |
Fair Value of Warrants - Assump
Fair Value of Warrants - Assumptions Used in Computing Fair Value of Derivative Warrants (Detail) | Dec. 31, 2020$ / shares | Oct. 28, 2020$ / shares | Dec. 31, 2019$ / shares | Jan. 09, 2019$ / shares |
Class of Warrant or Right [Line Items] | ||||
Exercise price (usd per share) | $ 104.18 | $ 2.42 | $ 7.43 | |
2016 Offerings | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (usd per share) | $ 67.50 | $ 67.50 | ||
Expected life (years) | 11 months 26 days | 2 years 29 days | ||
Expected volatility | 2016 Offerings | ||||
Class of Warrant or Right [Line Items] | ||||
Measurement input assumption | 1.4459 | 1.5069 | ||
Risk-free interest rate | 2016 Offerings | ||||
Class of Warrant or Right [Line Items] | ||||
Measurement input assumption | 0.0010 | 0.0158 | ||
Expected dividend yield | 2016 Offerings | ||||
Class of Warrant or Right [Line Items] | ||||
Measurement input assumption | 0 | 0 |
Fair Value of Warrants - Additi
Fair Value of Warrants - Additional Information (Detail) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Disclosures [Abstract] | ||
Fair value of stock prices in computing fair value of warrants outstanding (usd per share) | $ 2.77 | $ 5.96 |
Fair Value of Warrants - Summar
Fair Value of Warrants - Summary of Derivative Warrant Activity (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Warrants Outstanding [Roll Forward] | ||
Beginning balance | $ 178 | $ 248 |
Fair value of warrants exchanged for stock | (10) | |
Change in fair value of warrants | (167) | (70) |
Ending balance | 1 | 178 |
2016 Offerings | ||
Class of Warrants Outstanding [Roll Forward] | ||
Beginning balance | 178 | 225 |
Fair value of warrants exchanged for stock | (10) | |
Change in fair value of warrants | (167) | (47) |
Ending balance | 1 | 178 |
2017 Offerings | ||
Class of Warrants Outstanding [Roll Forward] | ||
Beginning balance | 0 | 23 |
Fair value of warrants exchanged for stock | 0 | |
Change in fair value of warrants | 0 | (23) |
Ending balance | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Liabilities Measured at Fair Value on Recurring Basis (Detail) - Recurring - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets fair value | $ 1,103 | |
Notes payable | 16 | |
Liabilities fair value | $ 1 | 194 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets fair value | 0 | |
Notes payable | 0 | |
Liabilities fair value | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets fair value | 0 | |
Notes payable | 0 | |
Liabilities fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets fair value | 1,103 | |
Notes payable | 16 | |
Liabilities fair value | 1 | 194 |
Earn-Out from siParadigm | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-Out from siParadigm | 1,103 | |
Earn-Out from siParadigm | 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 from siParadigm | 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 from siParadigm | 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 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 1 | 178 |
Warrant | 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 | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Warrant | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 1 | $ 178 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) shares in Thousands, $ in Thousands | Jul. 05, 2019 | Jan. 31, 2020USD ($)installmentshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Gain due to change in fair value of note | $ (4) | $ (4) | ||
Earn-Out from siParadigm, current portion | $ 91 | 747 | ||
Clinical Agreement | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Term of contract | 24 months | |||
Period of service | 12 months | |||
BioServe | Ventureast Trustee Company Pvt Ltd | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Repayment of the note (shares) | shares | 3 | 3 | ||
Gain due to change in fair value of note | $ 4 | $ 136 | ||
Number of payments | installment | 2 | |||
Repayment of the note, per transaction | $ 50 | |||
Repayment of the note, total | $ 100 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Activity (Details) - Recurring - Significant Unobservable Inputs (Level 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Earn-Out from siParadigm | ||
Assets | ||
Fair value, beginning balance | $ 1,103 | $ 0 |
Change in fair value | (66) | (935) |
Fair value at issuance | 2,376 | |
Fair value of warrants exchanged for stock | 0 | |
Receipts received during the period | (288) | (338) |
Settlement of liability | 0 | |
Removed from fair value accounting | (749) | |
Fair value, ending balance | 0 | 1,103 |
Note Payable | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value beginning balance | 16 | 20 |
Change in fair value | (4) | (4) |
Fair value at issuance | 0 | |
Receipts received during the period | 0 | 0 |
Fair value of warrants exchanged for stock | 0 | |
Settlement of liability | (12) | |
Removed from fair value accounting | 0 | |
Fair value ending balance | 0 | 16 |
Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value beginning balance | 178 | 248 |
Change in fair value | (167) | (70) |
Fair value at issuance | 0 | |
Receipts received during the period | 0 | 0 |
Fair value of warrants exchanged for stock | (10) | |
Settlement of liability | 0 | |
Removed from fair value accounting | 0 | |
Fair value ending balance | 1 | 178 |
Other | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value beginning balance | 0 | 86 |
Change in fair value | 0 | (86) |
Fair value at issuance | 0 | |
Receipts received during the period | 0 | 0 |
Fair value of warrants exchanged for stock | 0 | |
Settlement of liability | 0 | |
Removed from fair value accounting | 0 | |
Fair value ending balance | $ 0 | $ 0 |
Contingencies (Details)
Contingencies (Details) - Threatened litigation $ in Thousands | 1 Months Ended |
Nov. 30, 2020USD ($) | |
Loss Contingencies [Line Items] | |
Damages sought | $ 306 |
Damages paid | $ 60 |
Joint Venture Agreement (Detail
Joint Venture Agreement (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 31, 2013 | |
Schedule of Equity Method Investments [Line Items] | |||||
Net receivable, current | $ 747 | ||||
Distributions from Joint Venture | $ 36 | $ 0 | |||
Investee | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Net receivable, current | 56 | ||||
Joint Venture Agreement | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage of outstanding membership interests in joint venture | 50.00% | ||||
Due from joint venture | $ 92 | ||||
Distributions from Joint Venture | $ 36 | ||||
Joint Venture Agreement | Subsequent event | Forecast | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Distributions from Joint Venture | $ 56 |
Related Party Transactions (Det
Related Party Transactions (Detail) - Private placement - $ / shares shares in Thousands | Jan. 31, 2019 | Jan. 14, 2019 |
John Pappajohn | ||
Related Party Transaction [Line Items] | ||
Issuance of common stock (shares) | 33 | 33 |
Share price (usd per share) | $ 6.90 | $ 6.75 |
John Roberts, President and CEO | ||
Related Party Transaction [Line Items] | ||
Issuance of common stock (shares) | 6 | 3 |
Share price (usd per share) | $ 6.90 | $ 6.75 |
Geoffrey Harris, director | ||
Related Party Transaction [Line Items] | ||
Issuance of common stock (shares) | 3 | |
Share price (usd per share) | $ 6.75 | |
Edmund Cannon, director | ||
Related Party Transaction [Line Items] | ||
Issuance of common stock (shares) | 1 | |
Share price (usd per share) | $ 6.90 | |
M. Glenn Miles, CFO | ||
Related Party Transaction [Line Items] | ||
Issuance of common stock (shares) | 5 | |
Share price (usd per share) | $ 6.90 |
Discontinuing Operations - Addi
Discontinuing Operations - Additional Information (Details) - USD ($) $ in Thousands | Oct. 24, 2019 | Jul. 15, 2019 | Jul. 05, 2019 | Dec. 31, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Excess consideration note matured amount | $ 6,000 | ||||||
Net receivable, current | $ 747 | ||||||
Earn-Out from siParadigm, less current portion | $ 0 | $ 0 | 356 | ||||
Advance from siParadigm, less current portion | 0 | 0 | 252 | ||||
Earn-Out from siParadigm, current portion | 91 | $ 91 | 747 | ||||
Clinical Agreement | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Cash consideration received, total | $ 747 | ||||||
Cash consideration received for equipment | 45 | ||||||
Advance from NovellusDx, Ltd. | 1,000 | ||||||
Supplier invoices paid directly to related party | 298 | ||||||
Cash consideration, adjustment | 11 | ||||||
Transaction costs | $ 110 | ||||||
Term of contract | 24 months | ||||||
Period of service | 12 months | ||||||
Percent withheld from monthly payment | 25.00% | 75.00% | |||||
Non-compete term | 3 years | ||||||
Excess Consideration Note | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Excess consideration note | 888 | ||||||
siParadigm | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Advance, current | 0 | $ 0 | 566 | ||||
Advance from siParadigm, less current portion | 252 | ||||||
Partners for Growth, Biosciences and Interpace BioPharma | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Advance, current | 15 | 15 | |||||
BioPharma Disposal | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Gross sales price | $ 23,500 | ||||||
Closing adjustments | 2,000 | ||||||
Promissory note receivable | 7,700 | ||||||
Cash received from transaction | 2,300 | ||||||
Interest rate | 6.00% | ||||||
Interest expense | $ 24 | ||||||
Net worth adjustment | 775 | ||||||
Net sales price | 153 | ||||||
Security for indemnification obligations | $ 735 | ||||||
BioPharma Disposal | TSA | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Related party shared expenses | 217 | 186 | |||||
BioPharma Disposal | TSA, reimbursement portion | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Related party shared expenses | $ 155 | 188 | |||||
Secured Debt | PFG | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Term note, principal balance | 6,000 | ||||||
Discontinuing Operations | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Interest expense | $ 0 | 2,211 | |||||
Discontinuing Operations | BioPharma Disposal | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Gross sales price | 23,500 | ||||||
Net sales price | $ 19,099 | ||||||
Discontinuing Operations | Convertible Debt | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Interest expense, debt | $ 1,500 |
Discontinuing Operations - Reco
Discontinuing Operations - Reconciliation of the original gross sales price (Details) - BioPharma Disposal - USD ($) $ in Thousands | Oct. 24, 2019 | Jul. 15, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gross sales price | $ 23,500 | |
Adjustments to sales price: | ||
Consideration received | $ 153 | |
Discontinuing Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gross sales price | 23,500 | |
Adjustments to sales price: | ||
Transaction costs | (1,525) | |
Working capital adjustments | (2,705) | |
Payment of other expenses | (171) | |
Total adjustments to sales price | (4,401) | |
Consideration received | $ 19,099 |
Discontinuing Operations - Summ
Discontinuing Operations - Summarized results of disposal (Details) - USD ($) $ in Thousands | Jul. 15, 2019 | Jul. 08, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 24, 2019 |
Net assets sold: | |||||
Gain (loss) on disposal of business | $ 8,370 | ||||
BioPharma Disposal | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net sales price | $ 153 | ||||
Discontinuing Operations | |||||
Net assets sold: | |||||
Accounts receivable | $ 0 | 71 | |||
Discontinuing Operations | BioPharma Disposal | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash received at closing | $ 2,258 | ||||
Net sales price | 19,099 | ||||
Net assets sold: | |||||
Accounts receivable | 4,271 | ||||
Other current assets | 1,142 | ||||
Fixed assets | 2,998 | ||||
Operating lease right-of-use assets | 1,969 | ||||
Patents and other intangible assets | 42 | ||||
Goodwill | 10,106 | ||||
Accounts payable and accrued expenses | (4,970) | ||||
Obligations under operating leases | (2,110) | ||||
Obligations under finance leases | (451) | ||||
Deferred revenue | (1,046) | ||||
Net assets sold | 11,951 | ||||
Gain (loss) on disposal of business | 7,148 | 0 | 7,148 | ||
Discontinuing Operations | Clinical Business Disposal | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash received at closing | $ 747 | ||||
Net sales price | 2,123 | ||||
Net assets sold: | |||||
Goodwill | 1,188 | ||||
Accounts payable and accrued expenses | (287) | ||||
Net assets sold | 901 | ||||
Gain (loss) on disposal of business | 1,222 | $ 0 | $ 1,222 | ||
Excess Consideration Note | Discontinuing Operations | BioPharma Disposal | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Noncash amount received at closing | 6,795 | ||||
Repayment of ABL and accrued interest | Discontinuing Operations | BioPharma Disposal | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Noncash amount received at closing | 2,906 | ||||
Repayment of Term Note and accrued interest | Discontinuing Operations | BioPharma Disposal | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Noncash amount received at closing | 6,250 | ||||
Repayment of certain accounts payable and accrued expenses | Discontinuing Operations | BioPharma Disposal | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Noncash amount received at closing | $ 890 | ||||
Advance from siParadigm received in cash | Discontinuing Operations | Clinical Business Disposal | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Advance from siParadigm received in cash | (1,000) | ||||
Earn-Out from siParadigm | Discontinuing Operations | Clinical Business Disposal | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Noncash amount received at closing | $ 2,376 |
Discontinuing Operations - Su_2
Discontinuing Operations - Summarized results of consolidated discontinued operations (Details) - USD ($) $ in Thousands | Oct. 24, 2019 | Jul. 15, 2019 | Jul. 08, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Statement Disclosures | |||||
Gain (loss) on disposal of business | $ (8,370) | ||||
Net income from discontinuing operations | $ 42 | 177 | |||
Current assets of discontinuing operations: | |||||
Current assets of discontinuing operations | 0 | 71 | |||
Current liabilities of discontinuing operations | |||||
Current liabilities of discontinuing operations | 659 | 1,229 | |||
Cash Flow Disclosures | |||||
Income from discontinuing operations | 42 | 177 | |||
Adjustments to reconcile income from discontinuing operations to net cash used in operating activities, discontinuing operations | |||||
Gain (loss) on disposal of business | (8,370) | ||||
Change in working capital components: | |||||
Net cash used in operating activities, discontinuing operations | (463) | (5,421) | |||
Discontinuing Operations | |||||
Income Statement Disclosures | |||||
Revenue | 0 | 10,066 | |||
Cost of revenues | 0 | 7,554 | |||
Gross profit | 0 | 2,512 | |||
Research and development | 0 | 937 | |||
General and administrative | (42) | 4,675 | |||
Sales and marketing | 0 | 1,527 | |||
Restructuring costs | 0 | 194 | |||
Transaction costs | 0 | 560 | |||
Impairment of patents and other intangible assets | 0 | 601 | |||
Total operating expenses | (42) | 8,494 | |||
Income (loss) from discontinuing operations | 42 | (5,982) | |||
Interest expense | 0 | (2,211) | |||
Total other income | 0 | 6,159 | |||
Net income from discontinuing operations | 42 | 177 | |||
Current assets of discontinuing operations: | |||||
Accounts receivable, net of allowance for doubtful accounts of $4,536 in 2019 | 0 | 71 | |||
Allowance for doubtful accounts | 4,536 | ||||
Current assets of discontinuing operations | 0 | 71 | |||
Current liabilities of discontinuing operations | |||||
Accounts payable and accrued expenses | 659 | 1,137 | |||
Due to Interpace Biosciences, Inc. | 0 | 92 | |||
Current liabilities of discontinuing operations | 659 | 1,229 | |||
Cash Flow Disclosures | |||||
Income from discontinuing operations | 42 | 177 | |||
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) | 1,074 | |||
Accounts payable settlements | (43) | 0 | |||
Stock-based compensation | (6) | 107 | |||
Amortization of operating lease right-of-use assets | 0 | 358 | |||
Amortization of discount of debt and debt issuance costs | 0 | 601 | |||
Interest added to Convertible Note | 0 | 343 | |||
Loss on extinguishment of debt | 0 | 328 | |||
Change in working capital components: | |||||
Accounts receivable | 99 | 845 | |||
Other current assets | 0 | 398 | |||
Other non-current assets | 0 | 2 | |||
Accounts payable, accrued expenses and deferred revenue | (435) | (2,163) | |||
Obligations under operating leases | 0 | (217) | |||
Deferred rent payable and other | 0 | (151) | |||
Due to Interpace Biosciences, Inc. | (92) | 92 | |||
Net cash used in operating activities, discontinuing operations | (463) | (5,421) | |||
Clinical Business Disposal | Discontinuing Operations | |||||
Income Statement Disclosures | |||||
Gain (loss) on disposal of business | $ (1,222) | 0 | (1,222) | ||
Adjustments to reconcile income from discontinuing operations to net cash used in operating activities, discontinuing operations | |||||
Gain (loss) on disposal of business | $ (1,222) | 0 | (1,222) | ||
BioPharma Disposal | |||||
Income Statement Disclosures | |||||
Interest expense | $ (24) | ||||
BioPharma Disposal | Discontinuing Operations | |||||
Income Statement Disclosures | |||||
Gain (loss) on disposal of business | $ (7,148) | 0 | (7,148) | ||
Current assets of discontinuing operations: | |||||
Accounts receivable, net of allowance for doubtful accounts of $4,536 in 2019 | 4,271 | ||||
Adjustments to reconcile income from discontinuing operations to net cash used in operating activities, discontinuing operations | |||||
Gain (loss) on disposal of business | $ (7,148) | $ 0 | $ (7,148) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 10, 2021 | Jan. 28, 2021 | Dec. 08, 2020 | Dec. 02, 2020 | Oct. 28, 2020 | Dec. 04, 2019 | Mar. 22, 2021 | Jan. 31, 2021 | Nov. 02, 2020 | Jan. 09, 2019 |
Subsequent Event [Line Items] | ||||||||||
Consideration received on transaction | $ 2,400 | $ 2,900 | ||||||||
Number of shares issued in transaction | 50,000 | 1,600,000 | 5,000 | |||||||
Warrants to purchase common stock, issued (shares) | 94,000 | 94,092 | 31,000 | |||||||
Price for share (usd per share) | $ 2.20 | $ 7.86 | ||||||||
Subsequent event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Consideration received on transaction | $ 797 | |||||||||
Number of shares issued in transaction | 200,000 | |||||||||
CGI PIPE Purchasers | Subsequent event | Private placement | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Consideration received on transaction | $ 8,900 | |||||||||
Number of shares issued in transaction | 2,800,000 | |||||||||
Warrants to purchase common stock, issued (shares) | 2,800,000 | |||||||||
Price for share (usd per share) | $ 3.625 | |||||||||
Number of shares called by each warrant | 1 | |||||||||
Consideration received on transaction, gross | $ 10,000 | |||||||||
Warrants exercised (shares) | 1,100,000 | |||||||||
Proceeds from warrant exercises | $ 4,000 | |||||||||
Wainwright | Subsequent event | Private placement | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Consideration received on transaction | $ 15,800 | |||||||||
Number of shares issued in transaction | 2,800,000 | |||||||||
Warrants to purchase common stock, issued (shares) | 167,000 | |||||||||
Price for share (usd per share) | $ 6.30 | |||||||||
Consideration received on transaction, gross | $ 17,500 |
Uncategorized Items - cgix-2020
Label | Element | Value |
Restricted Cash and Cash Equivalents | us-gaap_RestrictedCashAndCashEquivalents | $ 350,000 |
Restricted Cash and Cash Equivalents | us-gaap_RestrictedCashAndCashEquivalents | $ 0 |