Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2020 | |
Cover [Abstract] | |
Entity Registrant Name | CANCER GENETICS, INC |
Entity Central Index Key | 0001349929 |
Document Type | S-4 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 2,864 | $ 3,880 | $ 161 |
Restricted cash | 350 | ||
Accounts receivable | 611 | 696 | 777 |
Earn-Out from siParadigm, current portion | 740 | 747 | |
Excess Consideration Note | 888 | ||
Other current assets | 407 | 546 | 267 |
Current assets of discontinuing operations | 71 | 23,250 | |
Total current assets | 4,622 | 7,178 | 24,455 |
FIXED ASSETS, net of accumulated depreciation | 524 | 558 | 558 |
OTHER ASSETS | |||
Operating lease right-of-use assets, net of accumulated amortization | 123 | 94 | |
Restricted cash | 350 | ||
Earn-Out from siParadigm, less current portion | 48 | 356 | |
Patents and other intangible assets, net of accumulated amortization | 2,681 | 2,895 | 3,349 |
Investment in joint venture | 56 | 92 | 92 |
Goodwill | 3,090 | 3,090 | 5,963 |
Other | 644 | 641 | 639 |
Total other assets | 6,642 | 7,168 | 10,393 |
Total Assets | 11,788 | 14,904 | 35,406 |
CURRENT LIABILITIES | |||
Accounts payable and accrued expenses | 2,674 | 2,072 | 4,598 |
Obligations under operating leases, current portion | 93 | 193 | |
Obligations under finance leases, current portion | 70 | 68 | 45 |
Deferred revenue | 979 | 1,217 | 1,214 |
Convertible note, net | 2,481 | ||
Note payable, net | 840 | 1,277 | |
Due to Interpace Biosciences, Inc. | 628 | ||
Other derivatives | 86 | ||
Current liabilities of discontinuing operations | 611 | 1,229 | 19,189 |
Total current liabilities | 6,481 | 6,972 | 28,148 |
Obligations under operating leases, less current portion | 11 | 10 | |
Obligation under finance leases, less current portion | 97 | 107 | 54 |
Advance from siParadigm, less current portion | 72 | 252 | |
Deferred rent payable and other | 154 | ||
Warrant liability | 26 | 178 | 248 |
Total Liabilities | 6,687 | 7,519 | 28,604 |
STOCKHOLDERS' EQUITY | |||
Preferred stock, authorized 9,764 shares, $0.0001 par value, none issued | |||
Common stock, authorized 100,000 shares, $0.0001 par value, 2,260 and 2,104 and 924 shares issued and outstanding at June 30, 2020 and December 31, 2019 and 2018, respectively | |||
Additional paid-in capital | 172,431 | 171,783 | 164,458 |
Accumulated other comprehensive income (loss) | (27) | 26 | 60 |
Accumulated deficit | (167,303) | (164,424) | (157,716) |
Total Stockholders' Equity | 5,101 | 7,385 | 6,802 |
Total Liabilities and Stockholders' Equity | 11,788 | 14,904 | 35,406 |
NovellusDx, Ltd [Member] | |||
CURRENT LIABILITIES | |||
Advance net, current | 50 | 350 | 535 |
siParadigm, LLC [Member] | |||
CURRENT LIABILITIES | |||
Advance net, current | $ 536 | $ 566 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 9,764,000 | 9,764,000 | 9,764,000 |
Preferred stock, shares issued | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 2,260,000 | 2,104,000 | 9,240,000 |
Common Stock, shares outstanding | 2,260,000 | 2,104,000 | 9,240,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Other Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||||
Revenue | $ 1,446 | $ 1,525 | $ 2,872 | $ 3,347 | $ 7,305 | $ 4,932 |
Cost of revenues | 640 | 734 | 1,454 | 1,736 | 3,701 | 3,090 |
Gross profit | 806 | 791 | 1,418 | 1,611 | 3,604 | 1,842 |
Operating expenses: | ||||||
General and administrative | 2,232 | 1,184 | 3,765 | 2,966 | 5,171 | 6,716 |
Research and development | 154 | |||||
Sales and marketing | 284 | 317 | 625 | 502 | 1,146 | 1,197 |
Impairment of goodwill | 2,873 | |||||
Merger costs | 117 | 1,464 | ||||
Total operating expenses | 2,516 | 1,501 | 4,390 | 3,468 | 9,307 | 9,531 |
Loss from operations | (1,710) | (710) | (2,972) | (1,857) | (5,703) | (7,689) |
Other income (expense): | ||||||
Interest expense | (97) | (514) | (175) | (1,129) | (1,437) | (319) |
Interest income | 4 | 2 | 108 | 21 | ||
Change in fair value of acquisition note payable | 7 | 4 | 7 | 4 | 136 | |
Change in fair value of other derivatives | 55 | 86 | 86 | (86) | ||
Change in fair value of warrant liability | 25 | 206 | 152 | 199 | 70 | 3,732 |
Change in fair value of siParadigm Earn-Out | (89) | (65) | (935) | |||
Change in fair value of Excess Consideration Note | 93 | |||||
Gain on troubled debt restructuring | 258 | |||||
Other income (expense) | 105 | (11) | 105 | (11) | 59 | |
Total other income (expense) | (56) | (257) | 25 | (846) | (1,694) | 3,484 |
Loss from continuing operations before income taxes | (1,766) | (967) | (2,947) | (2,703) | (7,397) | (4,205) |
Income tax expense (benefit) | (512) | 6 | (512) | 512 | ||
Loss from continuing operations | (1,766) | (455) | (2,953) | (2,191) | (6,885) | (4,205) |
Income (loss) from discontinuing operations | 66 | (3,318) | 74 | (6,199) | 177 | (16,168) |
Net loss | (1,700) | (3,773) | (2,879) | (8,390) | (6,708) | (20,373) |
Foreign currency translation gain (loss) | (157) | 35 | (53) | (41) | (34) | (9) |
Comprehensive loss | $ (1,857) | $ (3,738) | $ (2,932) | $ (8,431) | $ (6,742) | $ (20,382) |
Basic and diluted net loss per share from continuing operations | $ (0.82) | $ (0.24) | $ (1.39) | $ (1.24) | $ (3.57) | $ (4.62) |
Basic and diluted net income (loss) per share from discontinuing operations | 0.03 | (1.74) | 0.04 | (3.51) | 0.09 | (17.77) |
Basic and diluted net loss per share | $ (0.79) | $ (1.98) | $ (1.35) | $ (4.75) | $ (3.48) | $ (22.39) |
Basic and diluted weighted-average shares outstanding | 2,146,000 | 1,905,000 | 2,126,000 | 1,768,000 | 1,928,000 | 910,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Other Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Gain (loss) on disposal of business | $ 8,370 | $ 78 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2017 | $ 161,530 | $ 69 | $ (134,834) | $ 26,765 | |
Beginning balance, shares at Dec. 31, 2017 | 925,000 | ||||
Stock based compensation employees | 921 | 921 | |||
Stock based compensation employees, shares | (1,000) | ||||
Fair value of warrants reclassified from liabilities to equity | 423 | 423 | |||
Modification of 2017 Debt warrants | 83 | 83 | |||
Beneficial conversion feature on Convertible Note | 328 | 328 | |||
Beneficial conversion feature on Advance from NovellusDx, Ltd. | 1,173 | 1,173 | |||
Transition adjustment for adoption of Accounting Standards Codification Topic 606 | (2,509) | (2,509) | |||
Unrealized gain (loss) on foreign currency translation | (9) | (9) | |||
Net loss | (20,373) | (20,373) | |||
Ending balance at Dec. 31, 2018 | 164,458 | 60 | (157,716) | 6,802 | |
Ending balance, shares at Dec. 31, 2018 | 924,000 | ||||
Stock based compensation employees | 158 | 158 | |||
Stock based compensation employees, shares | |||||
Unrealized gain (loss) on foreign currency translation | (76) | (76) | |||
Issuance of common stock - 2019 Offerings, net | 5,412 | 5,412 | |||
Issuance of common stock - 2019 Offerings, net, shares | 952,000 | ||||
Net loss | (4,617) | (4,617) | |||
Ending balance at Mar. 31, 2019 | 170,028 | (16) | (162,333) | 7,679 | |
Ending balance, shares at Mar. 31, 2019 | 1,876,000 | ||||
Beginning balance at Dec. 31, 2018 | 164,458 | 60 | (157,716) | 6,802 | |
Beginning balance, shares at Dec. 31, 2018 | 924,000 | ||||
Net loss | (8,390) | ||||
Ending balance at Jun. 30, 2019 | 171,027 | 19 | (166,106) | 4,940 | |
Ending balance, shares at Jun. 30, 2019 | 1,927,000 | ||||
Beginning balance at Dec. 31, 2018 | 164,458 | 60 | (157,716) | 6,802 | |
Beginning balance, shares at Dec. 31, 2018 | 924,000 | ||||
Stock based compensation employees | 370 | 370 | |||
Unrealized gain (loss) on foreign currency translation | (34) | (34) | |||
Issuance of common stock with warrants for cash - 2019 Offerings, net of expenses and discounts | 5,412 | 5,412 | |||
Issuance of common stock with warrants for cash - 2019 Offerings, net of expenses and discounts, shares | 952,000 | ||||
Issuance of common stock - Iliad Research and Trading, L.P. conversions and exchanges | 962 | 962 | |||
Issuance of common stock - Iliad Research and Trading, L.P. conversions and exchanges, shares | 225,000 | ||||
Increase in fair value of embedded conversion option | 547 | 547 | |||
Fractional shares settlement | (5) | (5) | |||
Fractional shares settlement, shares | (2,000) | ||||
Issuance of common stock to vendor | 39 | 39 | |||
Issuance of common stock to vendor, shares | 5,000 | ||||
Net loss | (6,708) | (6,708) | |||
Ending balance at Dec. 31, 2019 | 171,783 | 26 | (164,424) | 7,385 | |
Ending balance, shares at Dec. 31, 2019 | 2,104,000 | ||||
Beginning balance at Mar. 31, 2019 | 170,028 | (16) | (162,333) | 7,679 | |
Beginning balance, shares at Mar. 31, 2019 | 1,876,000 | ||||
Stock based compensation employees | 102 | 102 | |||
Stock based compensation employees, shares | |||||
Unrealized gain (loss) on foreign currency translation | 35 | 35 | |||
Issuance of common stock - Iliad Research and Trading, L.P. conversions and exchanges | 350 | 350 | |||
Issuance of common stock - Iliad Research and Trading, L.P. conversions and exchanges, shares | 51,000 | ||||
Increase in fair value of embedded conversion option | 547 | 547 | |||
Net loss | (3,773) | (3,773) | |||
Ending balance at Jun. 30, 2019 | 171,027 | 19 | (166,106) | 4,940 | |
Ending balance, shares at Jun. 30, 2019 | 1,927,000 | ||||
Beginning balance at Dec. 31, 2019 | 171,783 | 26 | (164,424) | 7,385 | |
Beginning balance, shares at Dec. 31, 2019 | 2,104,000 | ||||
Stock based compensation employees | 58 | 58 | |||
Unrealized gain (loss) on foreign currency translation | 104 | 104 | |||
Issuance of common stock - VenturEast settlement | 12 | 12 | |||
Issuance of common stock - VenturEast settlement, shares | 3,000 | ||||
Net loss | (1,179) | (1,179) | |||
Ending balance at Mar. 31, 2020 | 171,853 | 130 | (165,603) | 6,380 | |
Ending balance, shares at Mar. 31, 2020 | 2,107,000 | ||||
Beginning balance at Dec. 31, 2019 | 171,783 | 26 | (164,424) | 7,385 | |
Beginning balance, shares at Dec. 31, 2019 | 2,104,000 | ||||
Net loss | (2,879) | ||||
Ending balance at Jun. 30, 2020 | 172,431 | (27) | (167,303) | 5,101 | |
Ending balance, shares at Jun. 30, 2020 | 2,260,000 | ||||
Beginning balance at Mar. 31, 2020 | 171,853 | 130 | (165,603) | 6,380 | |
Beginning balance, shares at Mar. 31, 2020 | 2,107,000 | ||||
Stock based compensation employees | 47 | 47 | |||
Unrealized gain (loss) on foreign currency translation | (157) | (157) | |||
Fair value of common stock exchanged to settle Note Payable | 531 | 531 | |||
Fair value of common stock exchanged to settle Note Payable, shares | 153,000 | ||||
Net loss | (1,700) | (1,700) | |||
Ending balance at Jun. 30, 2020 | $ 172,431 | $ (27) | $ (167,303) | $ 5,101 | |
Ending balance, shares at Jun. 30, 2020 | 2,260,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (2,879) | $ (8,390) | $ (6,708) | $ (20,373) |
Loss (income) from discontinuing operations | 74 | (6,199) | 177 | (16,168) |
Loss from continuing operations | (2,953) | (2,191) | (6,885) | (4,205) |
Adjustments to reconcile net loss to net cash used in operating activities, continuing operations: | ||||
Depreciation | 90 | 36 | 159 | 310 |
Amortization | 214 | 223 | 454 | 491 |
Stock-based compensation | 113 | 186 | 263 | 530 |
Change in fair value of warrant liability, acquisition note payable and other derivatives | (156) | (292) | (160) | (3,782) |
Amortization of operating lease right-of-use assets | 76 | 85 | 144 | |
Change in fair value of siParadigm Earn-Out | 65 | 935 | ||
Amortization of discount on debt and debt issuance costs | 63 | 470 | 497 | 226 |
Loss on extinguishment of debt | 31 | 256 | 256 | |
Interest added to Convertible Note | 268 | 268 | ||
Issuance of common stock to vendor | 39 | |||
Modification of 2017 Debt warrants | 83 | |||
Loss in equity-method investment | 154 | |||
Change in fair value of Excess Consideration note | (93) | |||
Gain on troubled debt restructuring | (258) | |||
Goodwill impairment | 2,873 | |||
Changes in: | ||||
Accounts receivable | 82 | 86 | 81 | 296 |
Other current assets | 136 | 3 | (279) | (87) |
Other non-current assets | (5) | 55 | (2) | (49) |
Accounts payable, accrued expenses and deferred revenue | 321 | 889 | (1,342) | 2,880 |
Due to Interpace Biosciences, Inc. | 628 | |||
Obligations under operating leases | (125) | (107) | (189) | |
Deferred rent payable and other | (48) | |||
Net cash provided by (used in) operating activities, continuing operations | (1,420) | (33) | (3,239) | (3,201) |
Net cash used in operating activities, discontinuing operations | (481) | (4,827) | (5,421) | (9,351) |
Net cash used in operating activities | (1,901) | (4,860) | (8,660) | (12,552) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchase of fixed assets | (39) | (21) | (28) | (17) |
Distribution from Joint Venture | 36 | |||
Receipts from Excess Consideration Note | 888 | |||
Net cash provided by (used in) investing activities, continuing operations | 885 | (21) | (28) | (17) |
Net cash provided by (used in) investing activities, discontinuing operations | 40 | (34) | 9,119 | 1,101 |
Net cash provided by (used in) investing activities | 925 | (55) | 9,091 | 1,084 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Principal payments on obligations under finance leases | (23) | (25) | (72) | (43) |
Proceeds from offerings of common stock, net of certain offering costs | 5,412 | 5,412 | ||
Payments on Advance from NovellusDx, Ltd. | (300) | (892) | ||
Advance from NovellusDx, Ltd. | 1,500 | |||
Proceeds from Convertible Note | 2,500 | |||
Principal payments on Convertible Note | (1,023) | |||
Fractional shares settlement paid in cash | (5) | |||
Net cash provided by (used in) financing activities, continuing operations | (323) | 5,387 | 3,420 | 3,957 |
Net cash used in financing activities, discontinuing operations | 75 | (115) | (1,810) | |
Net cash provided by (used in) financing activities | (323) | 5,462 | 3,305 | 2,147 |
Effect of foreign exchange rates on cash and cash equivalents and restricted cash | (67) | (41) | (17) | (59) |
Net increase (decrease) in cash and cash equivalents and restricted cash | (1,366) | 506 | 3,719 | (9,380) |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | ||||
Beginning | 4,230 | 511 | 511 | 9,891 |
Ending | 2,864 | 1,017 | 4,230 | 511 |
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED | ||||
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | 4,230 | 1,017 | 511 | 9,891 |
SUPPLEMENTAL CASH FLOW DISCLOSURE | ||||
Cash paid for interest | 7 | 694 | 1,501 | 1,271 |
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES | ||||
Common stock issued in VenturEast settlement | 12 | |||
Fair value of common stock exchanged to settle Note Payable | 531 | |||
Right of use assets obtained through operating leases | 27 | |||
Fixed assets obtained through finance leases | 17 | 145 | ||
Conversion of debt and accrued interest into common stock | $ 350 | 350 | ||
Fixed assets acquired through finance lease arrangements | 145 | 75 | ||
Increase in fair value of conversion option | 547 | |||
Exchanges of principal on Convertible Note for common stock | 612 | |||
Partial pay-off of Convertible Note through note payable to Atlas Sciences, LLC | 1,250 | |||
Fair value of warrants reclassified from liabilities to equity | 423 | |||
Beneficial conversion feature on Convertible Note | 328 | |||
Beneficial conversion feature on Advance from NovellusDx, Ltd. | $ 1,173 |
Organization, Description of Bu
Organization, Description of Business, Basis of Presentation, Reclassifications, Reverse Stock Split, Business Disposals, and Advance from NovellusDx, Ltd. | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Description of Business, Basis of Presentation, Reclassifications, Reverse Stock Split, Business Disposals, Offerings and Advance from NovellusDx, Ltd. | Note 1. Organization, Description of Business, Basis of Presentation, Reclassifications, Reverse Stock Split, Business Disposals, and Advance from NovellusDx, Ltd. Cancer Genetics, Inc. (the “Company”) supports the efforts of the biotechnology and pharmaceutical industries to develop innovative new drug therapies. Until the closing of the Business Disposals (as defined below) in July 2019, the Company was an emerging leader in enabling precision medicine in oncology by providing multi-disciplinary diagnostic and data solutions, facilitating individualized therapies through its diagnostic tests, services and molecular markers. Following the Business Disposals described below, the Company currently has an extensive set of anti-tumor referenced data based on predictive xenograft and syngeneic tumor models from the acquisition of vivo vivo The Company was incorporated in the State of Delaware on April 8, 1999 and, until the Business Disposals, had offices and state-of-the-art laboratories located in New Jersey and North Carolina and today continues to have laboratories in Pennsylvania and Australia. The Company’s corporate headquarters are in Rutherford, New Jersey. The Company offers preclinical services such as predictive tumor models, human orthotopic xenografts and syngeneic immuno-oncology relevant tumor models in its Hershey PA facility, and is a leader in the field of immuno-oncology preclinical services in the United States. This service is supplemented with GLP toxicology and extended bioanalytical services in its Australian-based facilities in Clayton, Victoria. Beginning in February 2020, the Company also has an animal testing facility and laboratory in Gilles Plains, South Australia, Australia. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions for interim reporting as prescribed by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2019, filed with the SEC on May 29, 2020. The condensed consolidated balance sheet as of December 31, 2019, included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. Interim financial results are not necessarily indicative of the results that may be expected for any future interim period or for the year ending December 31, 2020. Reclassifications Certain items in the prior year consolidated financial statements have been reclassified to conform to the current presentation. Reverse Stock Split On October 24, 2019, the Company amended its Certificate of Incorporation and effected a 30-for-1 reverse stock split of its common stock. All shares and per share information referenced throughout the condensed consolidated financial statements and footnotes have been retrospectively adjusted to reflect the reverse stock split. Business Disposals - Discontinuing Operations Interpace Diagnostics Group, Inc. On July 15, 2019, the Company entered into a secured creditor asset purchase agreement (the “BioPharma Agreement”) by and among the Company, Gentris, LLC, a wholly-owned subsidiary of the Company, Partners for Growth IV, L.P. (“PFG”), Interpace Biosciences, Inc. (“IDXG”) and a newly-formed subsidiary of IDXG, Interpace BioPharma, Inc. (“Buyer”). The BioPharma Agreement provided for a consensual private foreclosure sale by PFG of all assets relating to the Company’s BioPharma Business (as defined in the BioPharma Agreement) to Buyer (the “BioPharma Disposal”). Pursuant to the BioPharma Agreement, Buyer purchased from PFG certain assets and assumed certain liabilities of the Company relating to the BioPharma Business, providing as gross consideration $23.5 million, less certain closing adjustments totaling $2.0 million, of which $7.7 million was settled in the form of a promissory note issued by Buyer to the Company (the “Excess Consideration Note”) and the remainder was paid to PFG in cash. PFG utilized the cash proceeds to satisfy the outstanding balances of the Silicon Valley Bank (“SVB”) asset-based revolving line of credit (“ABL”) and the $6.0 million term note to PFG (“PFG Term Note”), and to satisfy certain transaction expenses. The balance of $2.3 million was delivered to the Company in addition to the Excess Consideration Note. The Excess Consideration Note, which required interest-only quarterly payments at a rate of 6% per year, matured in October 2019 and was settled on October 24, 2019 for $6.0 million, including interest of $24 thousand. The Buyer withheld from the settlement of the Excess Consideration Note approximately $775 thousand for a net worth adjustment (assets less liabilities) of the BioPharma business (“Net Worth”), $153 thousand to secure collection of certain older accounts receivable of the Company purchased by Buyer (“AR Holdback”) and an additional $735 thousand as security for indemnification obligations of the Company for any breaches of certain limited warranties and covenants of the Company and other specified items (“Indemnification Holdback”). The Company received the full amounts of the AR Holdback and the Indemnification Holdback in April and May 2020. The Company and Buyer also entered into a transition services agreement (the “TSA”) pursuant to which the Company and Buyer are providing certain services to each other to accommodate the transition of the BioPharma Business to Buyer. In particular, the Company agreed to provide to Buyer, among other things, certain personnel services, payroll processing, administration services and benefit administration services (collectively, the “Payroll and Benefits Services”), for a reasonable period commencing July 15, 2019, subject to the terms and conditions of the TSA, in exchange for payment or reimbursement, as applicable, by Buyer for the costs related thereto, including salaries and benefits for certain of the Company’s BioPharma employees during the transition period. The Buyer paid for certain costs of the Company under the TSA with respect to a limited number of employees and professionals. Such shared services amounted to $97 thousand and $199 thousand for the quarter and the six months ended June 30, 2020, respectively. In addition, the Buyer is reimbursing the Company, in part, for the salaries and benefits of John A. Roberts, the Company’s Chief Executive Officer, and Glenn Miles, the Company’s Chief Financial Officer. The reimbursed portion of such salaries and benefits amounted to $48 thousand and $150 thousand for the quarter and six months ended June 30, 2020, respectively. Including the amounts due under the TSA described above, the net amount due to the Buyer is approximately $628 thousand at June 30, 2020. The TSA will continue until a mutually-agreed upon end date. In connection with the closing of the BioPharma Disposal, the SVB ABL and the PFG Term Note were terminated, and all related liens were released. siParadigm, Inc. On July 5, 2019, the Company entered into an asset purchase agreement (the “Clinical Agreement”) by and among the Company and siParadigm, LLC (“siParadigm”), pursuant to which the Company sold to siParadigm, certain assets associated with the Company’s clinical laboratory business (the “Clinical Business,” and such assets, the “Designated Assets”), and agreed to cease operating its Clinical Business. The Designated Assets include intellectual property, equipment and customer lists associated with the Clinical Business. The cash consideration paid by siParadigm at closing was approximately $747 thousand, which includes approximately $45 thousand for certain equipment plus a $1.0 million advance payment of the Earn-Out (as defined below), less approximately $177 thousand of supplier invoices paid directly by siParadigm, an adjustment of $11 thousand and transaction costs of approximately $110 thousand. The Clinical Business sale (together with the BioPharma Disposal, the “Business Disposals”) was completed on July 8, 2019. The Earn-Out, to be paid over the 24 months post-closing, is based on fees for all tests performed by siParadigm for the Company’s clinical customers during the 12-month period following the closing (the “Earn-Out”). At June 30, 2020, the fair value of the current and long-term portion of the Earn-Out from siParadigm was approximately $740 thousand and $48 thousand, respectively. In addition, the current and long-term portion of the Advance from siParadigm was approximately $536 thousand and $72 thousand, respectively. Under the Clinical Agreement, the Company agreed to certain non-competition and non-solicitation provisions, including that it cease performing certain clinical tests and will not solicit or seek business from certain of its customers (other than for the Company’s other lines of business) for a period of three years following the closing date (through July 2022). The Business Disposals have been classified as discontinuing operations in conformity with GAAP. Accordingly, BioPharma and Clinical operations and balances 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 approximately $657 thousand and $1.4 million of interest expense on the convertible promissory note (“Convertible Note”) to Iliad Research and Trading, L.P. (“Iliad”) and Advance from NovellusDx, Ltd. (“NDX”) that was not required to be repaid to discontinuing operations during the three and six months ended June 30, 2019, respectively. Unless otherwise indicated, information in these notes to unaudited condensed consolidated financial statements relates to continuing operations. |
Organization, Description of _2
Organization, Description of Business, Reverse Stock Split, Business Disposals and Offerings | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Description of Business, Reverse Stock Split, Business Disposals and Offerings | Note 1. Organization, Description of Business, Reverse Stock Split, Business Disposals and Offerings Cancer Genetics, Inc. (the “Company”) supports the efforts of the biotechnology and pharmaceutical industries to develop innovative new drug therapies. Until the closing of the Business Disposals (as defined below) in July 2019, the Company was an emerging leader in enabling precision medicine in oncology by providing multi-disciplinary diagnostic and data solutions, facilitating individualized therapies through its diagnostic tests, services and molecular markers. Following the Business Disposals described below, the Company currently has an extensive set of anti-tumor referenced data based on predictive xenograft and syngeneic tumor models from the acquisition of vivoPharm, Pty Ltd. (“vivoPharm”) in 2017, to provide Discovery Services such as contract research services, focused primarily on unique specialized studies to guide drug discovery and development programs in the oncology and immuno-oncology fields. The Company was incorporated in the State of Delaware on April 8, 1999 and, until the Business Disposals, had offices and state-of-the-art laboratories located in New Jersey and North Carolina and today continues to have laboratories in Pennsylvania and Australia. The Company’s corporate headquarters are in Rutherford, New Jersey. The Company offers preclinical services such as predictive tumor models, human orthotopic xenografts and syngeneic immuno-oncology relevant tumor models in its Hershey PA facility, and is a leader in the field of immuno-oncology preclinical services in the United States. This service is supplemented with GLP toxicology and extended bioanalytical services in its Australian-based facilities in Clayton, VIC. Beginning in February 2020, the Company also has a laboratory in Gilles Plains, SA. 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. Business Disposals - Discontinuing Operations Sale of India Subsidiary On April 26, 2018, the Company sold its India subsidiary, BioServe Biotechnologies (India) Private Limited (“BioServe”) to Reprocell, Inc., for $1.9 million, including $1.6 million in cash at closing and up to an additional $300 thousand, which was contingent upon the India subsidiary meeting a specified revenue target through August 31, 2018. The contingent consideration was reduced to $213 thousand and received in November 2018. The BioServe disposal resulted in the following (in thousands): Consideration received: Cash received at closing $ 1,600 Contingent consideration received 213 $ 1,813 Net assets sold: Accounts receivable, net $ 365 Other current assets 229 Fixed assets, net 608 Goodwill 735 Other noncurrent assets 98 Cash transferred at closing 49 Accounts payable, accrued expenses and deferred revenue (180 ) Deferred rent and other (13 ) $ 1,891 Loss on disposal of BioServe $ (78 ) 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. 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 (collectively, the “Payroll and Benefits Services”), for a reasonable period commencing July 15, 2019, subject to the terms and conditions of the TSA, in exchange for payment or reimbursement, as applicable, by Buyer for the costs related thereto, including salaries and benefits for certain of the Company’s BioPharma employees during the transition period. The Company continues to provide the Payroll and Benefits Services under the TSA with respect to a limited number of employees. Such shared services amounted to $186 thousand for the year ended December 31, 2019. In addition, the Buyer is reimbursing the Company, in part, for the salaries and benefits of John A. Roberts, the Company’s Chief Executive Officer, and Glenn Miles, the Company’s Chief Financial Officer. Such salaries and benefits amounted to $188 thousand for the year ended December 31, 2019. Through the terms and conditions of the TSA described above, the net amount due to the Buyer is $92 thousand at December 31, 2019 for collections on behalf of the Buyer. 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 $177 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 (in thousands): 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. 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 BioServe and 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 and $389 thousand of interest expense from the Convertible Note to Iliad and Advance from NDX to discontinuing operations during the years ended December 31, 2019 and 2018, respectively. 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. 2019 Offerings On January 9, 2019, the Company entered into an underwriting agreement with H.C. Wainwright & Co., LLC (“H.C. 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 H.C. 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, H.C. 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 20, certain of the Company’s directors and executive officers purchased shares in the 2019 Offerings at the public offering price. |
Going Concern
Going Concern | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern | Note 2. Going Concern At June 30, 2020, the Company’s history of losses required management to assess its ability to continue operating as a going concern, according to ASC 2015-40, Going Concern. Even after the disposal of the Company’s BioPharma Business and Clinical Business discussed in Note 1, the Company does not project that cash at June 30, 2020 will be sufficient to fund normal operations for the twelve months from the issuance of these financial statements in the Quarterly Report on Form 10-Q. 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 is continuing to evaluate strategic options, with the assistance of an investment bank, which could include the sale of assets, a merger, reverse merger or strategic transaction. These factors raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months from the issuance of these financial statements in the Quarterly Report on Form 10-Q. The Company can provide no assurance that these actions will be successful or that additional sources of financing will be available on favorable terms, if at all. The condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. On March 11, 2020 the World Health Organization declared the novel strain of coronavirus (“COVID-19”) a global pandemic and recommended containment and mitigation measures worldwide. In addition, the Company is located in New Jersey and was under a shelter-in-place mandate. Many of the Company’s customers worldwide were similarly impacted. The global outbreak of the COVID-19 continues to rapidly evolve, and the extent to which the COVID-19 may impact the Company’s business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions, and the effectiveness of actions taken in the United States and other countries to contain and treat the disease. As a healthcare provider, the Company is still providing Discovery Services and has yet to experience a significant 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. In response to COVID-19, the Australian government has provided the Company various grants totaling $105 thousand. The Job Keeper Allowance was provided to supplement employee wages and totaled $55 thousand. An additional $43 thousand relates to cash boost payments received as a reimbursement of payroll taxes. The final $7 thousand relates to small business grants. These grants are recorded as other income. | Note 2. Going Concern At December 31, 2019, 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. Even after the disposal of its BioPharma Business and Clinical Business discussed in Note 1, the Company does not project that cash at December 31, 2019 will be sufficient to fund normal operations for the twelve months from the issuance of these financial statements in the Annual Report on Form 10-K. The Company’s ability to continue as a going concern is dependent on reduced losses and improved future cash flows. Alternatively, the Company may be required to raise additional equity or debt capital, or consummate other strategic transactions. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company can provide no assurance that these actions will be successful or that additional sources of financing will be available on favorable terms, if at all. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. On March 11, 2020 the World Health Organization declared the novel strain of coronavirus (“COVID-19”) a global pandemic and recommended containment and mitigation measures worldwide. In addition, as the Company is located in New Jersey, it is currently under a shelter-in-place mandate and many of its customers worldwide are similarly impacted. The global outbreak of the COVID-19 continues to rapidly evolve, and the extent to which the COVID-19 may impact the Company’s business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions, and the effectiveness of actions taken in the United States and other countries to contain and treat the disease. As a healthcare provider, the Company is still providing Discovery Services and 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, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3. Significant Accounting Policies Basis of presentation Segment reporting Principles of consolidation All significant intercompany account balances and transactions have been eliminated in consolidation. Foreign currency Use of estimates and assumptions Risks and uncertainties Cash and cash equivalents Restricted cash 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 Deferred revenue: Fixed assets: 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, 2019 and 2018. Goodwill Goodwill (in thousands) Balance, December 31, 2018 and 2017 $ 5,963 Impairment of goodwill (2,873 ) Balance, December 31, 2019 $ 3,090 Equity investment Financing fees: Warrant liability 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 significant 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 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 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, 2019 and 2018; 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 during the period of the sale. 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, 2019 and 2018 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, 2020. 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, 2019 or 2018, 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, 2019 or 2018. The Company’s major taxing jurisdictions are the United States, Australia and New Jersey. The Company’s tax years for 2015 through 2018 are subject to examination by the tax authorities. Generally, as of December 31, 2019, the Company is no longer subject to federal and state examinations by tax authorities for years before 2015. 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 Other intangible assets consist of vivoPharm’s customer list and trade name, which are all amortized using the straight-line method over the estimated useful lives of the assets of ten years. Research and development Stock-based compensation Compensation-Stock Compensation 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 Joint venture accounted for under the equity method Subsequent events Recent Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued guidance codified in ASC 842, Leases Leases The Company has elected to use the package of practical expedients, which allows it to not (1) reassess whether any expired or existing contracts are considered or contain leases; (2) reassess the lease classification for any expired or existing leases; and (3) reassess the initial direct costs for any existing leases. The Company did not elect the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing impairment. The most significant impact of adopting ASC 842 is related to the recognition of right-of-use assets and lease obligations for operating leases. The Company’s accounting for finance leases remains substantially unchanged. The adoption of ASC 842 had no impact on the Company’s consolidated statements of operations or total cash flows from operations. The cumulative effect of the changes made to the Company’s consolidated January 1, 2019 balance sheet for the adoption of ASC 842 was as follows (in thousands): As of December 31, 2018 Adjustment for Adoption of ASC 842 As of January 1, 2019 ASSETS Current assets of discontinuing operations $ 23,250 $ 2,327 $ 25,577 Operating lease right-of-use assets — 238 238 $ 23,250 $ 2,565 $ 25,815 LIABILITIES Current liabilities of discontinuing operations $ 19,189 $ 2,327 $ 21,516 Deferred rent payable and other 154 (154 ) — Obligations under operating leases, current portion — 204 204 Obligations under operating leases, less current portion — 188 188 $ 19,343 $ 2,565 $ 21,908 In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment Recent Accounting Pronouncements Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Earnings (loss) per share The following table summarizes potentially dilutive adjustments to the weighted average number of common shares which were excluded from the calculation (in thousands): 2019 2018 Common stock purchase warrants 279 336 Stock options 64 100 Restricted shares of common stock — 1 Convertible note — 103 Advance from NovellusDx, Ltd. — 85 343 625 Reclassifications |
Discontinuing Operations
Discontinuing Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Discontinuing Operations | Note 3. Discontinuing Operations As described in Note 1, the Company sold its BioPharma Business and Clinical Business in July 2019. In conjunction with the BioPharma Disposal, the Company repaid its debt to SVB and PFG. The Company elected to allocate approximately $657 thousand and $1.4 million of interest expense from the Convertible Note and Advance from NDX to discontinuing operations during the three and six months ended June 30, 2019. Revenue and other significant accounting policies associated with the discontinuing operations have not changed since the most recently filed audited financial statements as of and for the year ended December 31, 2019. Summarized results of the Company’s unaudited condensed consolidated discontinuing operations are as follows for the three and six months ended June 30, 2020 and 2019 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Revenue $ — $ 4,621 $ — $ 9,638 Cost of revenues — 3,465 — 7,100 Gross profit — 1,156 — 2,538 Operating expenses: Research and development — 436 — 890 General and administrative (31 ) 1,983 (31 ) 3,510 Sales and marketing — 590 — 1,513 Transaction costs — 402 — 651 Total operating expenses (31 ) 3,411 (31 ) 6,564 Income (loss) from discontinuing operations 31 (2,255 ) 31 (4,026 ) Other income (expense): Interest expense — (1,063 ) — (2,173 ) Other 35 — 43 — Total other income (expense) 35 (1,063 ) 43 (2,173 ) Net income (loss) from discontinuing operations $ 66 $ (3,318 ) $ 74 $ (6,199 ) Unaudited condensed consolidated carrying amounts of major classes of assets and liabilities from discontinuing operations were as follows as of June 30, 2020 and December 31, 2019 (in thousands): June 30, 2020 December 31, 2019 Current assets of discontinuing operations: Accounts receivable, net of allowance for doubtful accounts of $4,518 in 2020; $4,536 in 2019 $ — $ 71 Current assets of discontinuing operations $ — $ 71 Current liabilities of discontinuing operations Accounts payable and accrued expenses $ 611 $ 1,137 Due to Interpace Biosciences, Inc. — 92 Current liabilities of discontinuing operations $ 611 $ 1,229 Cash flows used in operating activities of discontinuing operations consisted of the following for the six-months ended June 30, 2020 and 2019 (in thousands): Six Months Ended June 30, 2020 2019 Income (loss) from discontinuing operations $ 74 $ (6,199 ) Adjustments to reconcile income (loss) from discontinuing operations to net cash used in operating activities, discontinuing operations Depreciation — 496 Amortization — 11 Provision for bad debts (42 ) 25 Accounts payable settlements (43 ) — Stock-based compensation (8 ) 74 Amortization of operating lease right-of-use assets — 345 Amortization of discount of debt and debt issuance costs — 602 Loss on extinguishment of debt — 328 Interest added to Convertible Note — 343 Change in working capital components: Accounts receivable 113 86 Other current assets — 166 Other non-current assets — (55 ) Accounts payable, accrued expenses and deferred revenue (483 ) (680 ) Obligations under operating leases — (369 ) Due to Interpace Biosciences, Inc. (92 ) — Net cash used in operating activities, discontinuing operations $ (481 ) $ (4,827 ) | Note 4. Discontinuing Operations As described in Note 1, the Company sold its India subsidiary, BioServe, in April 2018 and its BioPharma Business and Clinical Business in July 2019. In conjunction with the BioPharma Disposal, the Company repaid its debt to SVB and PFG. The Company elected to allocate $1.5 million and $389 thousand of interest expense from the Convertible Note to Iliad and Advance from NDX to discontinuing operations during the years ended December 31, 2019 and 2018, respectively. Summarized results of the Company’s consolidated discontinuing operations are as follows for the years ended December 31, 2019 and 2018 (in thousands): Year Ended December 31, 2019 2018 Revenue $ 10,066 $ 22,538 Cost of revenues 7,554 15,634 Gross profit 2,512 6,904 Operating expenses: Research and development 937 2,334 General and administrative 4,675 12,468 Sales and marketing 1,527 4,071 Restructuring costs 194 2,320 Transaction costs 560 — Impairment of patents and other intangible assets 601 — Total operating expenses 8,494 21,193 Loss from discontinuing operations (5,982 ) (14,289 ) Other income (expense): Interest expense (2,211 ) (1,801 ) Gain on disposal of Clinical Business 1,222 — Gain on disposal of BioPharma Business 7,148 — Loss on disposal of BioServe — (78 ) Total other income (expense) 6,159 (1,879 ) Net income (loss) from discontinuing operations $ 177 $ (16,168 ) Consolidated carrying amounts of major classes of assets and liabilities from discontinuing operations were as follows as of December 31, 2019 and 2018 (in thousands): 2019 2018 Current assets of discontinuing operations: Accounts receivable, net of allowance for doubtful accounts of $4,536 in 2019; $3,462 in 2018 $ 71 $ 6,261 Other current assets — 1,542 Fixed assets, net of accumulated depreciation — 3,498 Patents and other intangible assets, net of accumulated amortization — 655 Goodwill — 11,294 Current assets of discontinuing operations $ 71 $ 23,250 Current liabilities of discontinuing operations Accounts payable and accrued expenses $ 1,137 $ 8,470 Due to Interpace Biosciences, Inc. 92 — Obligations under finance leases — 610 Deferred revenue — 1,337 Line of credit — 2,621 Term note — 6,000 Deferred rent payable and other — 151 Current liabilities of discontinuing operations $ 1,229 $ 19,189 Cash flows used in discontinuing operations consisted of the following for the years ended December 31, 2019 and 2018 (in thousands): Years Ended December 31, 2019 2018 Income (loss) from discontinuing operations $ 177 $ (16,168 ) Adjustments to reconcile income (loss) from discontinuing operations to net cash used in operating activities, discontinuing operations Depreciation 542 1,292 Amortization 613 21 Provision for bad debts 1,074 2,514 Stock-based compensation 107 391 Amortization of operating lease right-of-use assets 358 — Amortization of discount of debt and debt issuance costs 601 291 Interest added to Convertible Note 343 — Loss on disposal of fixed assets and sale of India subsidiary — 204 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 845 745 Other current assets 398 417 Other non-current assets 2 50 Accounts payable, accrued expenses and deferred revenue (2,163 ) 886 Obligations under operating leases (217 ) — Deferred rent payable and other (151 ) 6 Due to IDXG 92 — Net cash used in operating activities, discontinuing operations $ (5,421 ) $ (9,351 ) |
Revenue
Revenue | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue | Note 4. Revenue The Company has remaining performance obligations as of June 30, 2020 and December 31, 2019 of $979 thousand and $1.2 million, respectively. Deferred revenue of $954 thousand from December 31, 2019 was recognized as revenue in the six months ended June 30, 2020. Of the remaining performance obligations as of June 30, 2020, approximately $427 thousand are expected to be recognized as revenue in the next twelve months. During the three and six months ended June 30, 2020, three customers accounted for approximately 64% and 60%, respectively, of the Company’s consolidated revenue from continuing operations. During the three and six months ended June 30, 2019, three customers accounted for approximately 82% and 76%, respectively, of the Company’s consolidated revenue from continuing operations. During the three and six months ended June 30, 2020, approximately 32% and 23%, respectively, of the Company’s continuing operations revenue was earned outside the United States and collected in local currency. During the three and six months ended June 30, 2019, those amounts were approximately 12% and 27%. | Note 5. Revenue The Company has remaining performance obligations as of December 31, 2019 and 2018 of $1.2 million and $1.2 million, respectively. Deferred revenue of $40 thousand from December 31, 2018 was recognized as revenue in 2019. Remaining performance obligations as of December 31, 2019 of approximately $800 thousand are expected to be recognized as revenue in 2020. During the year ended December 31, 2019, three customers accounted for approximately 61% of the Company’s consolidated revenue from continuing operations. During the year ended December 31, 2018, three customers accounted for approximately 53% of the Company’s consolidated revenue from continuing operations. During the years ended December 31, 2019 and 2018, approximately 24% and 33%, respectively, of the Company’s continuing operations revenue was earned outside the United States and collected in local currency. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 5. Earnings Per Share For purposes of this calculation, stock warrants, outstanding stock options, convertible debt and unvested restricted shares are considered common stock equivalents using the treasury stock method, and are the only such equivalents outstanding. For all periods presented, all common stock equivalents outstanding were anti-dilutive. The following table summarizes equivalent units outstanding that were excluded from the earnings per share calculation because their effects were anti-dilutive (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Common stock purchase warrants 279 279 279 279 Stock options 72 58 72 58 Convertible Note — 157 — 157 Advance from NDX — 94 — 94 Restricted shares of common stock — 1 — 1 351 589 351 589 |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Note 6. Other Current Assets At December 31, 2019 and 2018, other current assets consisted of the following (in thousands): 2019 2018 Lab supplies $ 77 $ — Prepaid expenses 469 267 $ 546 $ 267 |
Leasing Arrangements
Leasing Arrangements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Leasing Arrangements | Note 6. Leasing Arrangements Operating Leases The Company leases its laboratory, research facility and administrative office space under various operating leases. The Company also leases scientific equipment under various finance leases. Following the Business Disposals, the Company has assigned its office leases in North Carolina and New Jersey to Buyer. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, and operating lease liabilities, non-current on its unaudited condensed consolidated balance sheets. Finance leases are included in fixed assets, net of accumulated depreciation and obligations under finance leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease obligations are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate was determined by adjusting its secured borrowing interest rate for the longer-term nature of its leases. The Company’s variable lease payments primarily consist of maintenance and other operating expenses from its real estate leases. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. The operating lease ROU asset also includes any lease payments made and excludes lease incentives incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components. The Company has elected to account for these lease and non-lease components as a single lease component. The Company is also electing not to apply the recognition requirements to short-term leases of twelve months or less and instead will recognize lease payments as expense on a straight-line basis over the lease term. The components of operating and finance lease expense were as follows for the three and six months ended June 30, 2020 and 2019, respectively, for continuing operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Finance lease cost: Amortization of right-of use assets $ 13 11 34 16 Interest on lease liabilities 4 4 7 5 Operating lease cost 60 44 116 87 Short-term lease cost 17 29 45 54 Variable lease cost 3 15 18 45 $ 97 $ 103 $ 220 $ 207 Supplemental cash flow related to leases of the Company’s continuing operations was as follows for the three and six months ended June 30, 2020 and 2019 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Cash paid amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 59 $ 55 $ 116 $ 110 Financing cash flows used for finance leases 10 15 23 25 Other supplemental information related to leases of the Company’s continuing operations was as follows at June 30, 2020 and 2019, respectively: Six months ended June 30, 2020 Six months ended June 30, 2019 Weighted average remaining lease term (in years) Operating leases 1.06 1.49 Finance leases 3.17 4.19 Weighted average discount rate Operating leases 8.06 % 7.96 % Finance leases 8.45 % 9.08 % At June 30, 2020, future estimated minimum lease payments under non-cancelable operating leases were as follows (in thousands): Finance Operating Total 2020 (remaining 6 months) $ 61 $ 76 $ 137 2021 45 20 65 2022 35 11 46 2023 35 2 37 2024 8 — 8 Total minimum lease payments $ 184 109 293 Less amount representing interest 17 5 22 Present value of net minimum obligations 167 104 271 Less current obligation under finance and operating leases 70 93 163 Long-term obligation under finance and operating leases $ 97 $ 11 $ 108 | Note 7. 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 Buyer. At December 31, 2019, 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 November 2020 and June 2021, respectively. These leases require monthly rent with periodic rent increases. The difference between minimum rent and straight-line rent was recorded as deferred rent payable until the adoption of ASC 842 on January 1, 2019, as described in Note 1. 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 9). 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 components of operating and finance lease expense were as follows for the year ended December 31, 2019 for continuing operations (in thousands): Finance lease cost: Amortization of right-of use assets $ 35 Interest on lease liabilities 13 Operating lease cost 220 Short-term lease cost 109 Variable lease cost 55 $ 432 Supplemental cash flow related to operating leases of the Company’s continuing operations was as follows for the year ended December 31, 2019 (in thousands): Cash paid amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 220 The Company did not enter into any significant operating leases during the year ended December 31, 2019. 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 $302 thousand and accumulated depreciation of $84 thousand, as of December 31, 2019. Minimum future lease payments under all finance and operating leases as of December 31, 2019 are as follows (in thousands): Finance Leases Operating Leases Total December 31, 2020 $ 84 $ 209 $ 293 2021 44 11 55 2022 36 — 36 2023 36 — 36 2024 9 — 9 Total minimum lease payments 209 220 429 Less amount representing interest 34 17 51 Present value of net minimum obligations 175 203 378 Less current obligation under finance and operating leases 68 193 261 Long-term obligation under finance and operating leases $ 107 $ 10 $ 117 Other supplemental information related to operating and finance leases of the Company’s continuing operations was as follows at December 31, 2019: Weighted average remaining lease term (in years): Operating leases 0.99 Finance leases 3.35 Weighted average discount rate: Operating leases 7.98 % Finance leases 8.21 % |
Financing
Financing | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Financing | Note 7. Financing Advance from NDX On September 18, 2018, the Company entered into the 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 is to be paid in nine monthly payments of $50 thousand commencing in November 2019. If the Company fails to make any of the required monthly payments, NDX may convert all, but not less than all, of the amounts then owing into a number of shares of the Company’s common stock at a conversion price of $4.50 per share. The NDX Settlement Agreement adjusted the interest rate of the obligation to 0%. At June 30, 2020, the principal balance of the Advance from NDX was $50 thousand. Subsequent to June 30, 2020, the remaining $50 thousand was paid on the Advance from NDX. Atlas Sciences Note In October 2019, the Company entered into a twelve-month unsecured promissory note with Atlas Sciences, LLC (“Atlas Sciences”) of $1.3 million (the “Atlas Sciences Note”). The Atlas Sciences Note resulted in cash receipts of $1.3 million, reflecting an original issue discount of $88 thousand and expenses payable by the Company of $10 thousand. The Atlas Sciences Note has a 12-month term and bears interest at 10% per annum. Atlas Sciences may redeem any portion of the note, at any time after six months from the issuance date upon three business days’ notice, subject to a monthly maximum redemption amount of $300 thousand. The Company may prepay the Atlas Sciences Note at any time without penalty. Upon the occurrence of an event of default, the interest rate will be adjusted to 22% per annum. Between June 3, 2020 and June 9, 2020, the Company issued an aggregate of approximately 153 thousand shares of the Company’s common stock, with a fair value of $531 thousand, to Atlas Sciences in exchange for the return to the Company of $500 thousand of principal amount from their unsecured promissory note. At June 30, 2020, the Atlas Sciences Note had a principal balance of approximately $848 thousand, which is presented net of discounts and unamortized debt issuance costs of $7 thousand and $1 thousand, respectively. Subsequent to June 30, 2020, the Company issued approximately 47 thousand shares of common stock to Atlas Sciences in exchange for the return to the Company of $150 thousand of principal amount from its unsecured promissory note. | Note 8. Financing Convertible Note On July 17, 2018, the Company issued a convertible promissory note to Iliad Research and Trading, L.P. (“Iliad”), with an initial principal amount of $2.6 million (“Convertible Note”). The Company received consideration of $2.5 million, reflecting an original issue discount of $100 thousand and expenses payable by the Company of $25 thousand. The Convertible Note had an 18-month term and carried interest at 10% per annum. The note was convertible into shares of the Company’s common stock at a conversion price of $24.00 per share upon 5 trading days’ notice, subject to certain adjustments (standard dilution) and ownership limitations specified in the Convertible Note and resulted in a beneficial conversion feature discount of $328 thousand at inception. Iliad could redeem any portion of the Convertible Note, at any time after six months from the issue date upon 5 trading days’ notice, subject to a maximum monthly redemption amount of $650 thousand, with the Company having the option to pay such redemptions in cash, the Company’s common stock at the Conversion Price, or by a combination thereof, subject to certain conditions, including that the stock price is $30.00 per share or higher. At maturity, the Company could pay the outstanding balance in cash, the Company’s common stock at the Conversion Price, or by a combination thereof, subject to certain conditions. The Convertible Note provided that in the event of default, the lender may, at its option, elect to increase the outstanding balance applying the default effect (defined as outstanding balance at date of default multiplied by 15% plus outstanding amount) by providing written notice to the Company. In addition, the interest rate increases to 22% upon default. The default effect and default interest rate provisions qualified as embedded derivatives with an estimated fair value of $55 thousand at December 31, 2018. During the first quarter of 2019, the Company entered into a standstill agreement with Iliad, which among other things, provided that Iliad would not seek to redeem any portion of the Convertible Note prior to April 15, 2019 and, as consideration for the standstill, increased the outstanding balance of the note by $202 thousand. In May 2019, Iliad agreed to a second standstill until May 31, 2019. As consideration, the conversion price was reduced to $6.82 for $1.3 million of the balance of the Convertible Note; the remainder was still convertible at $24.00. The reduction in the conversion price increased the fair value of the embedded conversion option by $547 thousand. The future cash flows of the Convertible Note changed by more than 10% as a result of the second standstill, so the Company amortized the remaining debt discount and debt issuance costs of $37 thousand, resulting in a loss on debt extinguishment of $584 thousand during the year ended December 31, 2019, of which $328 thousand was allocated to discontinuing operations. Loss on debt extinguishment allocated to continuing operations was recorded in interest expense. As of June 20, 2019, the Company was in default on the Convertible Note. The Convertible Note began accruing interest at the default rate and the outstanding balance was increased by the default effect ($409 thousand) upon the notice of default. 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. In October 2019, the Convertible Note was settled for $2.7 million, in cash, including accrued interest of $439 thousand. Of this settlement, $1.3 million was paid directly by Atlas Sciences, LLC (“Atlas Sciences”) through the issuance of a new note payable to Atlas Sciences described below. The Convertible Note was the general unsecured obligation of the Company. At December 31, 2019, the Convertible Note had a balance of $0. At December 31, 2018, the Convertible Note had a balance of $2.5 million, net of discounts and unamortized debt issuance costs of $136 thousand and $8 thousand, respectively. The effective interest rate during the years ended December 31, 2019 and 2018, was 70% and 40%. During the years ended December 31, 2019 and 2018, the Company incurred $420 thousand and $347 thousand, respectively, of contractual interest and amortization of the beneficial conversion feature. In addition, the Company incurred $40 thousand of amortization of other debt discounts and issuance costs, $202 thousand of standstill fees, $409 thousand of default penalties, and $547 thousand of additional cost related to reducing the conversion price on a portion of the debt during the year ended December 31, 2019. The Company incurred $85 thousand of amortization of other debt discounts and issuance costs during the year ended December 31, 2018. Advance from NovellusDx, Ltd. On September 18, 2018, the Company entered into an agreement and plan of merger (“Merger Agreement”) with NovellusDx, Ltd. (“NDX”). In connection with signing the Merger Agreement, NDX loaned the Company $1.5 million. Interest originally accrued on the outstanding balance at 10.75% per annum (“Advance from NDX”), and the advance was to mature upon the earlier of March 31, 2019 or the date on which the Merger Agreement was terminated in accordance with its terms (or ninety days thereafter in the case of certain causes for termination). Upon certain events of default, NDX would be able to convert all, but not less than all, of the outstanding balance into shares of the Company’s common stock at a conversion price of $18.18 per share, which qualified as a contingent beneficial conversion feature that would only be recognized if a default occurred. On December 15, 2018, the Company terminated the Merger Agreement. As a result, the Advance from NDX, plus interest thereon, became due and payable on March 15, 2019, and the interest rate was increased to 21% due to an event of default. As a result of the default, the Company recognized the beneficial conversion feature discount of $1.2 million. The default interest rate provision qualified as an embedded derivative with an estimated fair value of $31 thousand at December 31, 2018. At December 31, 2018, the principal balance of the Credit Agreement was $1.5 million, which is presented net of the unamortized beneficial conversion feature of $965 thousand in the Consolidated Balance Sheet. Prior to the NDX Settlement Agreement, defined in the next paragraph, the effective interest rate on the Advance from NDX was 81% and 69% during the years ended December 31, 2019 and 2018, respectively. The Company recognized $1.2 million and $261 thousand of interest and amortization of the beneficial conversion feature during the years ended December 31, 2019 and 2018, respectively. Of these amounts, $637 thousand and $147 thousand are included in discontinued operations. 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 from $708 thousand 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 is to be paid in nine monthly payments of $50 thousand commencing in November 2019. If the Company fails to make any of the required monthly payments, NDX may convert all, but not less than all, of the amounts then owing into a number of shares of the Company’s common stock at a conversion price of $4.50 per share. The NDX Settlement Agreement adjusted the interest rate of the obligation to 0%. The Company recognized a gain on troubled debt restructuring relating to the NDX Settlement Agreement of $258 thousand during the year ended December 31, 2019. The gain was the difference between the book value of the debt at settlement and the future payments due. The Advance from NDX is the general unsecured obligation of the Company. At December 31, 2019, the Advance from NDX had a principal balance of $350 thousand. Note Payable, Net 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. All of the Company’s debt matures in 2020. |
Letter of Credit
Letter of Credit | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Letter of Credit | Note 9. Letter of Credit The Company maintains 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 and 2018, the letter of credit was fully secured by the restricted cash disclosed on the Company’s Consolidated Balance Sheets. In addition, 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, 2019 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 10. Fixed Assets Fixed assets are summarized by major classifications as follows (in thousands): 2019 2018 Equipment $ 1,000 $ 842 Furniture and fixtures 53 52 1,053 894 Less accumulated depreciation (495 ) (336 ) Net fixed assets $ 558 $ 558 Depreciation expense recognized during the years ended December 31, 2019 and 2018 was $159 thousand and $310 thousand, respectively. The fixed assets in the table above include foreign currency translation adjustments that were de minimus during the years ended December 31, 2019 and 2018. |
Patents and Other Intangible As
Patents and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents and Other Intangible Assets | Note 11. Patents and Other Intangible Assets Patents and other intangible assets consist of the following at December 31, 2019 and 2018: Weighted-Average Remaining (in thousands) (in thousands) Amortization 2019 2018 Period Patents $ 981 $ 981 3 years Customer list 2,738 2,738 8 years Trade name 477 477 8 years 4,196 4,196 Less accumulated amortization (1,301 ) (847 ) Net patent and other intangible assets $ 2,895 $ 3,349 The customer list and trade name in the table above include foreign currency translation adjustments that were de minimus during the years ended December 31, 2019 and 2018. Amortization expense recognized during the years ended December 31, 2019 and 2018 was $454 thousand and $491 thousand, respectively. Future amortization expense for patents and other intangible assets, is estimated as follows (in thousands): 2020 $ 465 2021 465 2022 424 2023 344 2024 337 Thereafter 860 Total $ 2,895 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12. 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 2019 2018 United States $ (5,619 ) $ (19,793 ) Foreign (1,601 ) (580 ) Total $ (7,220 ) $ (20,373 ) The provision (benefit) for income taxes from continuing and discontinuing operations consisted of the following (in thousands): For the Year Ended December 31 2019 2018 Current: State $ (512 ) $ — Deferred: Federal $ 687 $ (4,112 ) State 766 12 Foreign (167 ) 52 1,286 (4,048 ) Change in valuation allowance (1,286 ) 4,048 Total deferred $ — $ — Total $ (512 ) $ — The provision (benefit) for income taxes from continuing and discontinuing operations for the years ended December 31, 2019 and 2018 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, 2019 Year Ended December 31, 2018 Amount % of Amount % of Income tax benefit at federal statutory rate $ (1,516 ) 21.0 % $ (4,278 ) 21.0 % State tax provision, net of federal tax benefit 223 (3.1 )% 226 (1.1 )% Tax credits 136 (1.9 )% (60 ) 0.3 % Stock based compensation 997 (13.8 )% 211 (1.0 )% Derivative warrants (30 ) 0.4 % (766 ) 3.7 % Change in valuation allowance (1,286 ) 17.8 % 4,048 (19.9 )% Goodwill impairment 604 (8.4 )% — — % Foreign operations 109 (1.5 )% 508 (2.5 )% Gain on sale of businesses 246 (3.4 )% — — % Other 5 — % 111 (0.5 )% 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, 2019 and 2018 (in thousands): 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 26,317 $ 25,999 Accruals and reserves 3,014 4,328 Stock based compensation 75 1,020 Research and development tax credits 1,800 1,936 Derivative warrant liability 17 17 Investment in joint venture 161 162 Other 6 6 Total deferred tax assets 31,390 33,468 Less valuation allowance (30,497 ) (31,783 ) Net deferred tax assets 893 1,685 Deferred tax liabilities Fixed assets (132 ) (352 ) Goodwill and intangible assets (761 ) (1,333 ) 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, 2019 and 2018. 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, 2019, the Company has net operating loss carryforwards for federal income tax purposes of $117.5 million, of which $98.9 million could expire over time, beginning in 2027, if not used. At December 31, 2019, the Company has $2.7 million of Australian net operating loss carryforwards and $18.2 million of New Jersey net operating loss carryforwards. At December 31, 2019, the Company also had $1.8 million of federal research and development tax credits, which expire in varying amounts between the years 2020 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, 2019 | |
Equity [Abstract] | |
Capital Stock | Note 13. Capital Stock 2019 Offerings On January 9, 2019, the Company entered into an underwriting agreement with H.C. Wainwright, relating to an underwritten public offering of 445 thousand shares of the Company’s 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. 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. Conversions and Exchanges of Debt into Common Stock 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, 2019 and 2018, no shares of preferred stock were outstanding. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | Note 8. Stock-Based Compensation The Company has two equity incentive plans: the 2008 Stock Option Plan (the “2008 Plan”) and the 2011 Equity Incentive Plan (the “2011 Plan”, and together with the 2008 Plan, the “Stock Option Plans”). The Stock Option Plans are meant to provide additional incentive to officers, employees and consultants to remain in the Company’s employment. Options granted are generally exercisable for up to 10 years. Effective April 9, 2018, the Company cannot issue additional options from the 2008 Plan. At June 30, 2020, 25 thousand shares remain available for future awards under the 2011 Plan. On January 2, 2020, the Company granted 20 thousand options to key employees. The options will vest in equal monthly installments over the next twelve months and have an exercise price of $5.53 per share. A summary of employee and non-employee stock option activity for the six months ended June 30, 2020 for both continuing and discontinuing employees is as follows: Options Outstanding Number of Shares (in thousands) Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding January 1, 2020 64 $ 113.63 7.48 $ 24 Granted 20 5.53 Cancelled or expired (12 ) 90.93 Outstanding June 30, 2020 72 $ 87.50 7.71 $ — Exercisable June 30, 2020 53 $ 115.12 7.24 $ — Aggregate intrinsic value represents the difference between the fair value of the Company’s common stock and the exercise price of outstanding, in-the-money options. As of June 30, 2020, total unrecognized compensation cost related to non-vested stock options granted to employees was approximately $148 thousand for continuing operations, which the Company expect to recognize over the next 1.79 years. The fair value of options granted to employees is estimated on the grant date using the Black-Scholes option valuation model. This valuation model requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (the period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock, a risk-free interest rate, and expected dividends. Forfeitures will be recorded when they occur. No compensation cost is recorded for options that do not vest. Due to significant changes in the Company’s business, the Company used the simplified calculation of expected life described in the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment 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: Six Months Ended June 30, 2020 2019 Volatility 110.43 % 90.15 % Risk free interest rate 1.68 % 2.54 % Dividend yield 0.00 % 0.00 % Term (years) 5.27 6.32 Weighted-average fair value of options granted during the period $ 4.45 $ 10.07 The Company did not grant stock options during the three months ended June 30, 2020 and 2019. Restricted stock awards have been granted to employees, directors and consultants as compensation for services. At June 30, 2020, there was no unrecognized compensation cost related to non-vested restricted stock granted to employees and directors. The TSA with Buyer described in Note 1 requires the Company to continue to employ individuals who will transfer to Buyer no later than six months from the closing of the transaction. Stock-based compensation related to these employees is included in discontinuing operations. The following table presents the effects of stock-based compensation related to stock option and restricted stock awards to employees and non-employees on the Company’s continuing operations included in its Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss during the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Cost of revenues $ 3 $ 4 $ 7 $ 8 General and administrative 52 63 106 178 Total stock-based compensation related to continuing operations $ 55 $ 67 $ 113 $ 186 During the three and six months ended June 30, 2020, the Company recognized approximately $(8) thousand of stock-based compensation (benefit) related to discontinuing operations. During the three and six months ended June 30, 2019, the Company recognized approximately $35 thousand and $74 thousand, respectively, of stock-based compensation related to discontinuing operations. | Note 14. Stock-Based Compensation The 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, 2019, 33 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, 2019, the Company has 1 thousand options outstanding that were issued outside of the Stock Option Plans. As of December 31, 2019, 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 two executives, as discussed in Note 20. 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, 2019 and 2018 for both continuing and discontinuing employees is as follows: Options Outstanding Weighted- Average Number of Shares (in thousands) Weighted- Average Exercise Price Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding January 1, 2018 95 $ 210.00 6.96 $ 4 Granted 29 25.20 Cancelled or expired (24 ) 142.20 Outstanding December 31, 2018 100 173.10 5.70 $ — Granted 20 5.89 Cancelled or expired (56 ) 182.37 Outstanding December 31, 2019 64 $ 113.63 7.48 $ 24 Exercisable, December 31, 2019 40 $ 170.52 6.63 $ 10 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, 2019 and 2018, no options were exercised. As of December 31, 2019, total unrecognized compensation cost related to non-vested stock options granted to employees was $177 thousand for continuing operations, which the Company expects to recognize over the next 2.18 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. Due to significant changes in the Company’s business, the Company used the simplified calculation of expected life described in the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment, and volatility is based on the historical volatility of the Company’s common stock. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company 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, 2019 2018 Volatility 93.86 % 77.79 % Risk free interest rate 1.95 % 2.88 % Dividend yield — — Term (years) 5.44 6.45 Weighted-average fair value of options granted during the period $ 4.32 $ 17.70 Restricted stock awards have been granted to employees, directors and consultants as compensation for services. At December 31, 2019, 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, 2019 and 2018 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, 2018 3 $ 126.30 Vested (1 ) 100.80 Forfeited/cancelled (1 ) 203.10 Non-vested at December 31, 2018 1 102.82 Vested (1 ) 102.82 Non-vested at December 31, 2019 — $ — The TSA with Buyer described in Note 1 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 (in thousands): Year Ended December 31, 2019 2018 Cost of revenues $ 16 $ 16 General and administrative 247 514 Total stock-based compensation related to continuing operations $ 263 $ 530 During the years ended December 31, 2019 and 2018, the Company recognized $107 thousand and $391 thousand, respectively, of stock-based compensation related to discontinuing operations. |
Warrants
Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Warrants | Note 9. Warrants The following table summarizes the warrant activity for the six months ended June 30, 2020 (in thousands, except exercise price): Issued With / For Exercise Warrants January 1, 2020 Warrants Issued 2020 Warrants Expired Warrants Outstanding June 30, 2020 Non-Derivative Warrants: Financing $ 300.00 8 — — 8 Financing 450.00 9 — — 9 2015 Offering 150.00 115 — — 115 2017 Debt 27.60 15 — — 15 2019 Offering 7.43 31 — — 31 2019 Offering 7.59 35 — — 35 Total non-derivative warrants 115.54 B 213 — — 213 Derivative Warrants: 2016 Offerings 67.50 A 66 — — 66 Total derivative warrants 67.50 B 66 — — 66 Total $ 104.18 B 279 — — 279 A These warrants are subject to fair value accounting and contain a contingent net cash settlement feature. See Note 10. B Weighted-average exercise prices are as of June 30, 2020. | Note 15. Warrants During 2016 and 2017, the Company issued warrants containing a contingent net cash settlement feature (identified as 2016 Offerings and 2017 Offering, respectively, under the heading “derivative” in the table below). These warrants are recorded as a warrant liability, and all subsequent changes in their fair value are recognized in earnings until they are exercised, amended or expired. During 2017, the Company also issued warrants that were subject to a 20% reduction if the Company achieved certain financial milestones as part of its debt refinancing in March 2017 (identified as 2017 Debt in the table below). These warrants were recorded as a warrant liability, and all subsequent changes in their fair value were recognized in earnings until April 2, 2018, when the number of shares of common stock issuable upon exercise of the warrants became fixed. On June 30, 2018, the 2017 Debt warrants were modified to adjust the exercise price from $84.60 per share to $27.60 per share. 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 1. The following table summarizes the warrant activity for the years ending December 31, 2019 and 2018 (in thousands except exercise price): Issued With / For Exercise Warrants Transfer Between Derivative Warrants and Non-Derivative Warrants Warrants 2019 2019 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 A — 15 15 — — 15 2019 Offering 7.43 — — — 31 — 31 2019 Offering 7.59 — — — 35 — 35 115.54 C 132 15 147 66 — 213 Derivative Warrants: 2016 Offerings 67.50 B 66 — 66 — 66 2017 Debt 27.60 A 15 (15 ) — — — — 2017 Offering 70.50 B 117 — 117 — (117 ) — 2017 Offering 75.00 B 6 — 6 — (6 ) — 67.50 C 204 (15 ) 189 — (123 ) 66 $ 104.18 C 336 — 336 66 (123 ) 279 A These warrants were subject to fair value accounting until the number of shares issuable upon the exercise of the warrants became fixed on April 2, 2018. Effective June 30, 2018, the exercise price was reduced from $84.60 per share to $27.60 per share. See Note 16. B These warrants are subject to fair value accounting and contain a contingent net cash settlement feature. See Note 16. C Weighted average exercise prices are as of December 31, 2019. |
Fair Value of Warrants
Fair Value of Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Fair Value of Warrants | Note 10. Fair Value of Warrants The following table summarizes the derivative warrant activity subject to fair value accounting for the six months ended June 30, 2020 (in thousands): Issued with/for Fair value of warrants Change in fair Fair value of warrants 2016 Offerings $ 178 $ (152 ) $ 26 The derivative warrants issued as part of the 2016 Offerings are valued using a probability-weighted Binomial model. The following tables summarize the assumptions used in computing the fair value of derivative warrants subject to fair value accounting at June 30, 2020 and December 31, 2019. 2016 Offerings As of June 30, 2020 As of December 31, 2019 Exercise price $ 67.50 $ 67.50 Expected life (years) 1.58 2.08 Expected volatility 157.09 % 150.69 % Risk-free interest rate 0.16 % 1.58 % Expected dividend yield — % — % | Note 16. 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, 2019 and 2018, and the fair value of derivative warrants reclassified to equity during the years then ended. 2016 Offerings As of December 31, 2019 As of December 31, 2018 Exercise price $ 67.50 $ 67.50 Expected life (years) 2.08 3.08 Expected volatility 150.69 % 100.51 % Risk-free interest rate 1.58 % 2.46 % Expected dividend yield 0.00 % 0.00 % 2017 Debt Reclassified to Equity During the Year Ended December 31, 2018 Exercise price $ 84.60 Expected life (years) 5.97 Expected volatility 73.40 % Risk-free interest rate 2.55 % Expected dividend yield 0.00 % 2017 Offering As of December 31, 2018 Exercise price $ 70.80 Expected life (years) 0.44 Expected volatility 172.5 % Risk-free interest rate 2.56 % Expected dividend yield 0.00 % The Company stock price used in computing the fair value for warrants reclassified to equity during 2018 was $49.50. In determining the fair value of warrants outstanding at each reporting date, the Company stock price was $5.96 and $7.20 (the closing price on the NASDAQ Capital Market) at December 31, 2019 and 2018, respectively. The following table summarizes the derivative warrant activity subject to fair value accounting for the years ended December 31, 2019 and 2018 (in thousands): Issued with 2016 Offerings Issued with 2017 Debt Issued with 2017 Offering Total Fair value of warrants outstanding as of January 1, 2018 $ 1,929 $ 501 $ 1,973 $ 4,403 Fair value of warrants reclassified to equity — (423 ) — (423 ) Change in fair value of warrants (1,704 ) (78 ) (1,950 ) (3,732 ) Fair value of warrants outstanding as of December 31, 2018 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 Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 11. 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): June 30, 2020 Total Quoted Prices in Significant Other Significant Assets: Earn-Out from siParadigm $ 788 $ — $ — $ 788 $ 788 $ — $ — $ 788 Liabilities: Warrant liability $ 26 $ — $ — $ 26 $ 26 $ — $ — $ 26 December 31, 2019 Total Quoted Prices in Significant Other Significant Assets: Earn-Out from siParadigm $ 1,103 $ — $ — $ 1,103 $ 1,103 $ — $ — $ 1,103 Liabilities: Warrant liability $ 178 $ — $ — $ 178 Notes payable 16 — — 16 $ 194 $ — $ — $ 194 At December 31, 2019, the Company had a liability payable to VenturEast from a prior acquisition. The liability to VenturEast was settled during the six months ended June 30, 2020 with 3 thousand shares of common stock at a value of $4.20 per common share and following two payments of $50 thousand. The cash payments were recorded in general and administrative expense on the consolidated statement of operations and other comprehensive income (loss). During the three months ended June 30, 2020 and 2019, the Company recognized gains of approximately $0 thousand and $7 thousand, respectively, due to the change in value of the note. During the six months ended June 30, 2020 and 2019, the Company recognized gains of approximately $4 thousand and $7 thousand, respectively, due to the change in value of the note. At June 30, 2020, the warrant liability consists of stock warrants issued as part of the 2016 Offerings that contain contingent net settlement features. In accordance with derivative accounting for warrants, the Company calculated the fair value of warrants and the assumptions used are described in Note 10, “Fair Value of Warrants.” During the three months ended June 30, 2020 and 2019, the Company recognized gains of approximately $25 thousand and $206 thousand, respectively, on the derivative warrants due to the decrease in its stock price. During the six months ended June 30, 2020 and 2019, the Company recognized gains of approximately $152 thousand and $199 thousand, respectively, on the derivative warrants due to the decrease in its stock price. At June 30, 2020, the Company had an earn-out receivable from siParadigm that is based on tests performed by siParadigm for the Company’s former Clinical Business customers between July 5, 2019 and July 4, 2020, as discussed in Note 1. The value of the earn-out is based on actual tests performed through June 30, 2020 and the Company’s estimate of tests to be performed through the remainder of the earn-out period. Realized and unrealized gains and losses related to the change in fair value of the VenturEast note, warrant liability and other derivatives are included in other income (expense) on the Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss). The following table summarizes the activity of the earn-out receivable from siParadigm, the note payable to VenturEast and of the Company’s derivative warrants, which were measured at fair value using Level 3 inputs (in thousands): Assets Liabilities Earn-Out from Note Payable Warrant siParadigm to VenturEast Liability Fair value at January 1, 2020 $ 1,103 $ 16 $ 178 Receipts received during period (250 ) — — Change in fair value (65 ) (4 ) (152 ) Settlement of liability — (12 ) — Fair value at June 30, 2020 $ 788 $ — $ 26 | Note 17. 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): 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 2018 Total Quoted Prices in Significant Other Significant Liabilities: Warrant liability $ 248 $ — $ — $ 248 Notes payable 20 — — 20 Other derivatives 86 — — 86 $ 354 $ — $ — $ 354 At December 31, 2019 and 2018, 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 16, “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 and 2018, the Company had a note payable to VenturEast from a prior acquisition. The ultimate repayment of the note will be the value of 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, 2019 and 2018, 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, which is described in Note 21. At December 31, 2019, the Company had an earn-out receivable from siParadigm that is based on tests performed by siParadigm for the Company’s former Clinical Business customers between July 5, 2019 and July 4, 2020, as discussed in Note 1. The value of the earn-out is based on actual tests performed through December 31, 2019 and the Company’s estimate of tests to be performed through the remainder of the earn-out period. 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, 2018 $ — $ 156 $ 4,403 $ — Change in fair value — (136 ) (3,732 ) — Fair value of warrants reclassified to equity — — (423 ) — Fair value of certain default provisions — — — 86 Fair value at December 31, 2018 — 20 248 86 Fair value at issuance 2,376 — — — Receipts received during the period (338 ) — — — Fair value of certain default provisions — — — — Change in fair value (935 ) (4 ) (70 ) (86 ) Fair value at December 31, 2019 $ 1,103 $ 16 $ 178 $ — |
Joint Venture Agreement
Joint Venture Agreement | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Joint Venture Agreement | Note 12. Joint Venture Agreement In November 2011, the Company entered into an affiliation agreement with the Mayo Foundation for Medical Education and Research (“Mayo”), subsequently amended. Under the agreement, the Company formed a joint venture with Mayo in May 2013 to focus on developing oncology diagnostic services and tests utilizing next generation sequencing. The joint venture is a limited liability company, with each party initially holding fifty percent of the issued and outstanding membership interests of the new entity (the “JV”). The agreement requires aggregate capital contributions by the Company of up to $6.0 million, of which $2.0 million has been paid to date. The timing of the remaining installments is subject to the JV’s achievement of certain operational milestones agreed upon by the board of governors of the JV. In exchange for its membership interest, Mayo’s capital contribution takes the form of cash, staff, services, hardware and software resources, laboratory space and instrumentation, the fair market value of which will be approximately equal to $6.0 million. Mayo’s continued contribution will also be conditioned upon the JV’s achievement of certain milestones. The Company has a net receivable due from the JV of approximately $10 thousand at June 30, 2020, which is included in other assets in the Unaudited Condensed Consolidated Balance Sheets. The JV was dissolved effective February 14, 2020, and the dissolution terms include an estimated final cash distribution from the JV to the Company of approximately $92 thousand, to be paid as soon as practicable. The Company received the first payment of $36 thousand in April 2020, which is consistent with the dissolution terms. There was no other activity during the six months ended June 30, 2020 and 2019. | Note 19. Joint Venture Agreement In November 2011, the Company entered into an affiliation agreement with the Mayo Foundation for Medical Education and Research (“Mayo”), subsequently amended. Under the agreement, the Company formed a joint venture with Mayo in May 2013 to focus on developing oncology diagnostic services and tests utilizing next generation sequencing. The joint venture is a limited liability company, with each party initially holding fifty percent of the issued and outstanding membership interests of the new entity (the “JV”). In exchange for its membership interest in the JV, the Company made an initial capital contribution of $1.0 million in October 2013. In addition, the Company issued 10 thousand shares of its common stock to Mayo pursuant to the affiliation agreement and recorded an expense of $175 thousand. The Company also recorded additional expense of $231 thousand during the fourth quarter of 2013 related to shares issued to Mayo in November of 2011 as the JV achieved certain performance milestones. In the third quarter of 2014 the Company made an additional $1.0 million capital contribution. The agreement also requires aggregate total capital contributions by the Company of up to an additional $4.0 million. The timing of the remaining installments was subject to the JV’s achievement of certain operational milestones agreed upon by the board of governors of the JV. In exchange for its membership interest, Mayo’s capital contribution will take the form of cash, staff, services, hardware and software resources, laboratory space and instrumentation, the fair market value of which will be equal to $6.0 million. Mayo’s continued contribution will also be conditioned upon the JV’s achievement of certain milestones. During 2018, the Company received a cash distribution from the JV of $150 thousand. The JV was dissolved effective February 14, 2020, and the dissolution terms include an estimated final cash distribution from the JV to the Company of $89 thousand, to be paid as soon as practicable. The Company received the first payment of $36 thousand in April 2020, which is consistent with the dissolution terms. The joint venture is considered a variable interest entity under ASC 810-10, but the Company is not the primary beneficiary as it does not have the power to direct the activities of the joint venture that most significantly impact its performance. The Company’s evaluation of ability to impact performance is based on its equal board membership and voting rights and day to day management functions which are performed by the Mayo personnel. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 13. Related Party Transactions The Company closed two public offerings in January 2019, in which various executives and directors purchased shares at the public offering price. On January 14, 2019, John Pappajohn, who was then a Director, John Roberts, the Company’s President and Chief Executive Officer, and Geoffrey Harris, a Director, purchased 33 thousand shares, 3 thousand shares and 3 thousand shares, respectively, at the public offering price of $6.75 per share. On January 31, 2019, John Pappajohn, John Roberts, Edmund Cannon, a Director, and M. Glenn Miles, the Company’s Chief Financial Officer, purchased 33 thousand shares, 6 thousand shares, 1 thousand shares and 5 thousand shares, respectively, at the public offering price of $6.90 per share. | Note 20. Related Party Transactions The Company had a consulting agreement with Equity Dynamics, Inc. (“EDI”), an entity controlled by John Pappajohn, the former Chairman of the Board of Directors, effective April 1, 2014 through August 31, 2018, pursuant to which EDI received a monthly fee of $10 thousand. The Company expensed $80 thousand for the year ended December 31, 2018 related to this agreement. At December 31, 2019 and 2018, the Company had accrued liabilities of $0 and $70 thousand, respectively, for unpaid fees to EDI. At December 31, 2019 and 2018, John Pappajohn had 18 thousand warrants outstanding to purchase shares of the Company’s common stock at a weighted-average exercise price of $280.14 per share. 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. 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 the next twelve months and have an exercise price of $4.50 per share. The directors have waived their rights to any claim for past due director compensation of $263 thousand as a condition of these option grants. On January 2, 2020, the Company issued 10 thousand stock options each to M. Glenn Miles and Ralf Brandt, the Company’s President of Discovery & Early Development Services. The options will vest in equal monthly installments over twelve months and have an exercise price of $5.53 per share. |
Contingencies
Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Contingencies | Note 14. Contingencies On April 5, 2018 and April 12, 2018, purported stockholders of the Company filed nearly identical putative class action lawsuits in the U.S. District Court for the District of New Jersey, against the Company, Panna L. Sharma, John A. Roberts, and Igor Gitelman, captioned Ben Phetteplace v. Cancer Genetics, Inc. et al., No. 2:18-cv-05612 and Ruo Fen Zhang v. Cancer Genetics, Inc. et al., No. 2:18-06353, respectively. The complaints alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 based on allegedly false and misleading statements and omissions regarding the Company’s business, operational, and financial results. The lawsuits sought, among other things, unspecified compensatory damages in connection with purchases of the Company’s stock between March 23, 2017 and April 2, 2018, as well as interest, attorneys’ fees, and costs. On August 28, 2018, the Court consolidated the two actions in one action captioned In re Cancer Genetics, Inc. Securities Litigation (the “Securities Litigation”) and appointed shareholder Randy Clark as the lead plaintiff. On October 30, 2018, the lead plaintiff filed an amended complaint, adding Edward Sitar as a defendant and seeking, among other things, compensatory damages in connection with purchases of CGI stock between March 10, 2016 and April 2, 2018. On December 31, 2018, Defendants filed a motion to dismiss the amended complaint for failure to state a claim. The Court granted the defendants’ motion to dismiss during the oral argument and on February 25, 2020, the Court issued a written order dismissing the case with prejudice. The Lead Plaintiff has not appealed the dismissal. In addition, on June 1, 2018, September 20, 2018, and September 25, 2018, purported stockholders of the Company filed nearly identical derivative lawsuits on behalf of the Company in the U.S. District Court for the District of New Jersey against the Company (as a nominal defendant) and current and former members of the Company’s Board of Directors and current and former officers of the Company. The three cases are captioned: Bell v. Sharma et al., No. 2:18-cv-10009-CCC-MF, McNeece v. Pappajohn et al., No. 2:18-cv-14093, and Workman v. Pappajohn, et al., No. 2:18-cv-14259 (the “Derivative Litigation”). The complaints allege claims for breach of fiduciary duty, violations of Section 14(a) of the Securities Exchange Act of 1934 (premised upon alleged omissions in the Company’s 2017 proxy statement), and unjust enrichment, and allege that the individual defendants failed to implement and maintain adequate controls, which resulted in ineffective disclosure controls and procedures, and conspired to conceal this alleged failure. The lawsuits seek, among other things, damages and/or restitution to the Company, appropriate equitable relief to remedy the alleged breaches of fiduciary duty, and attorneys’ fees and costs. On November 9, 2018, the Court in the Bell v. Sharma action entered a stipulation filed by the parties staying the Bell action until the Securities Litigation is dismissed, with prejudice, and all appeals have been exhausted; or the defendants’ motion to dismiss in the Securities Litigation is denied in whole or in part; or either of the parties in the Bell action gives 30 days’ notice that they no longer consent to the stay. On December 10, 2018, the parties in the McNeece action filed a stipulation that is substantially identical to the Bell stipulation. On February 1, 2019, the Court in the Workman action granted a stipulation that is substantially identical to the Bell stipulation. On May 15, 2020, the plaintiffs in the Workman action filed a notice of voluntary dismissal to the original action and have formally withdrawn. On May 18, 2020, the plaintiffs in the McNeece action filed a notice of voluntary dismissal to the original action and have formally withdrawn. On June 22, 2020, the plaintiffs in the Bell action voluntarily dismissed their action. Based upon the above dismissals of the securities class action litigation, the Company believes this matter is closed. The Company is expensing legal costs associated with the loss contingency as incurred. | Note 18. Contingencies On April 5, 2018 and April 12, 2018, purported stockholders of the Company filed nearly identical putative class action lawsuits in the U.S. District Court for the District of New Jersey, against the Company, Panna L. Sharma, John A. Roberts, and Igor Gitelman, captioned Ben Phetteplace v. Cancer Genetics, Inc. et al., No. 2:18-cv-05612 and Ruo Fen Zhang v. Cancer Genetics, Inc. et al., No. 2:18-06353, respectively. The complaints alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 based on allegedly false and misleading statements and omissions regarding the Company’s business, operational, and financial results. The lawsuits sought, among other things, unspecified compensatory damages in connection with purchases of the Company’s stock between March 23, 2017 and April 2, 2018, as well as interest, attorneys’ fees, and costs. On August 28, 2018, the Court consolidated the two actions in one action captioned In re Cancer Genetics, Inc. Securities Litigation (the “Securities Litigation”) and appointed shareholder Randy Clark as the lead plaintiff. On October 30, 2018, the lead plaintiff filed an amended complaint, adding Edward Sitar as a defendant and seeking, among other things, compensatory damages in connection with purchases of CGI stock between March 10, 2016 and April 2, 2018. On December 31, 2018, Defendants filed a motion to dismiss the amended complaint for failure to state a claim. The Court granted the defendants’ motion to dismiss during the oral argument and on February 25, 2020, the Court issued a written order dismissing the case with prejudice. The Lead Plaintiff has not appealed the dismissal. In addition, on June 1, 2018, September 20, 2018, and September 25, 2018, purported stockholders of the Company filed nearly identical derivative lawsuits on behalf of the Company in the U.S. District Court for the District of New Jersey against the Company (as a nominal defendant) and current and former members of the Company’s Board of Directors and current and former officers of the Company. The three cases are captioned: Bell v. Sharma et al., No. 2:18-cv-10009-CCC-MF, McNeece v. Pappajohn et al., No. 2:18-cv-14093, and Workman v. Pappajohn, et al., No. 2:18-cv-14259 (the “Derivative Litigation”). The complaints allege claims for breach of fiduciary duty, violations of Section 14(a) of the Securities Exchange Act of 1934 (premised upon alleged omissions in the Company’s 2017 proxy statement), and unjust enrichment, and allege that the individual defendants failed to implement and maintain adequate controls, which resulted in ineffective disclosure controls and procedures, and conspired to conceal this alleged failure. The lawsuits seek, among other things, damages and/or restitution to the Company, appropriate equitable relief to remedy the alleged breaches of fiduciary duty, and attorneys’ fees and costs. On November 9, 2018, the Court in the Bell v. Sharma action entered a stipulation filed by the parties staying the Bell action until the Securities Litigation is dismissed, with prejudice, and all appeals have been exhausted; or the defendants’ motion to dismiss in the Securities Litigation is denied in whole or in part; or either of the parties in the Bell action gives 30 days’ notice that they no longer consent to the stay. On December 10, 2018, the parties in the McNeece action filed a stipulation that is substantially identical to the Bell stipulation. On February 1, 2019, the Court in the Workman action granted a stipulation that is substantially identical to the Bell stipulation. On May 15, 2020, the plaintiff’s in the Workman action filed a notice of voluntary dismissal to the original action. The plaintiff’s in the McNeece action sent an identical notice that they intend to file a similar notice of voluntary dismissal to their original action. Based upon the above dismissal of the securities class action litigation, the Company anticipates the plaintiffs in the remaining derivative lawsuit may voluntarily dismiss their action as well. The Company is unable to predict the ultimate outcome of the Derivative Litigation and therefore cannot estimate possible losses or ranges of losses, if any. The Company is expensing legal costs associated with the loss contingency as incurred. |
Sale of Net Operating Losses
Sale of Net Operating Losses | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Sale of Net Operating Losses | Note 15. Sale of Net Operating Losses On April 4, 2019, the Company sold $11,638,516 of gross State of New Jersey NOL’s relating to the 2017 tax year as well as $71,968 of state research and development tax credits. The sale resulted in the net receipt by the Company of approximately $512,000, which is included in the income tax benefit line on the Condensed Consolidated Statements of Operations and Other Loss for the three and six months ended June 30, 2019. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 16. Subsequent Events On July 22, 2020, the Company issued approximately 47 thousand shares of the Company’s common stock to Atlas Sciences in exchange for the return to the Company of $150 thousand of principal amount from its unsecured promissory note. | Note 21. Subsequent Events Settlement Agreement with VenturEast In January 2020, the Company entered into a Settlement Agreement with VenturEast, discussed in Note 17, 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. Dissolution of Joint Venture The Company dissolved its joint venture with Mayo in February 2020, as discussed in Note 19, and the dissolution terms include an estimated final cash distribution from the JV to the Company of $89 thousand to be paid as soon as practicable. The Company received the first payment of $36 thousand in April 2020, which is consistent with dissolution terms. Stock Option Grants On January 2, 2020, the Company issued an aggregate of 20 thousand stock options to two executives, as discussed in Note 20. 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. Coronavirus (COVID-19) Pandemic 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. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation |
Segment Reporting | Segment reporting |
Principles of Consolidation | Principles of consolidation All significant intercompany account balances and transactions have been eliminated in consolidation. |
Foreign Currency | Foreign currency |
Use of Estimates and Assumptions | Use of estimates and assumptions |
Risks and Uncertainties | Risks and uncertainties |
Cash and Cash Equivalents | Cash and cash equivalents |
Restricted Cash | Restricted cash |
Revenue Recognition | 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 |
Deferred Revenue | Deferred revenue: |
Fixed Assets | Fixed assets: 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, 2019 and 2018. |
Goodwill | Goodwill Goodwill (in thousands) Balance, December 31, 2018 and 2017 $ 5,963 Impairment of goodwill (2,873 ) Balance, December 31, 2019 $ 3,090 |
Equity Investment | Equity investment |
Financing Fees | Financing fees: |
Warrant Liability | Warrant liability 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 significant 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 | Derivative liabilities 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 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, 2019 and 2018; 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 during the period of the sale. 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, 2019 and 2018 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, 2020. 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, 2019 or 2018, 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, 2019 or 2018. The Company’s major taxing jurisdictions are the United States, Australia and New Jersey. The Company’s tax years for 2015 through 2018 are subject to examination by the tax authorities. Generally, as of December 31, 2019, the Company is no longer subject to federal and state examinations by tax authorities for years before 2015. 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 Other intangible assets consist of vivoPharm’s customer list and trade name, which are all amortized using the straight-line method over the estimated useful lives of the assets of ten years. |
Research and Development | Research and development |
Stock-Based Compensation | Stock-based compensation Compensation-Stock Compensation 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 |
Joint Venture Accounted for Under the Equity Method | Joint venture accounted for under the equity method |
Subsequent Events | Subsequent events |
Recent Adopted Accounting Standards | Recent Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued guidance codified in ASC 842, Leases Leases The Company has elected to use the package of practical expedients, which allows it to not (1) reassess whether any expired or existing contracts are considered or contain leases; (2) reassess the lease classification for any expired or existing leases; and (3) reassess the initial direct costs for any existing leases. The Company did not elect the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing impairment. The most significant impact of adopting ASC 842 is related to the recognition of right-of-use assets and lease obligations for operating leases. The Company’s accounting for finance leases remains substantially unchanged. The adoption of ASC 842 had no impact on the Company’s consolidated statements of operations or total cash flows from operations. The cumulative effect of the changes made to the Company’s consolidated January 1, 2019 balance sheet for the adoption of ASC 842 was as follows (in thousands): As of December 31, 2018 Adjustment for Adoption of ASC 842 As of January 1, 2019 ASSETS Current assets of discontinuing operations $ 23,250 $ 2,327 $ 25,577 Operating lease right-of-use assets — 238 238 $ 23,250 $ 2,565 $ 25,815 LIABILITIES Current liabilities of discontinuing operations $ 19,189 $ 2,327 $ 21,516 Deferred rent payable and other 154 (154 ) — Obligations under operating leases, current portion — 204 204 Obligations under operating leases, less current portion — 188 188 $ 19,343 $ 2,565 $ 21,908 In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Earnings (Loss) Per Share | Earnings (loss) per share The following table summarizes potentially dilutive adjustments to the weighted average number of common shares which were excluded from the calculation (in thousands): 2019 2018 Common stock purchase warrants 279 336 Stock options 64 100 Restricted shares of common stock — 1 Convertible note — 103 Advance from NovellusDx, Ltd. — 85 343 625 |
Reclassifications | Reclassifications |
Organization, Description of _3
Organization, Description of Business, Reverse Stock Split, Business Disposals and Offerings (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
BioServe Pvt Ltd [Member] | |
Schedule of Disposals of Discontinuing Operations | The BioServe disposal resulted in the following (in thousands): Consideration received: Cash received at closing $ 1,600 Contingent consideration received 213 $ 1,813 Net assets sold: Accounts receivable, net $ 365 Other current assets 229 Fixed assets, net 608 Goodwill 735 Other noncurrent assets 98 Cash transferred at closing 49 Accounts payable, accrued expenses and deferred revenue (180 ) Deferred rent and other (13 ) $ 1,891 Loss on disposal of BioServe $ (78 ) |
Interpace Biosciences, Inc [Member] | |
Schedule of Reconciliation of Consideration Received | 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 |
BioPharma Business [Member] | |
Schedule of Disposals of Discontinuing Operations | 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 |
Clinical Laboratory Business [Member] | |
Schedule of Disposals of Discontinuing Operations | The Clinical Business disposal resulted in the following (in thousands): 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 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Goodwill | Goodwill (in thousands) Balance, December 31, 2018 and 2017 $ 5,963 Impairment of goodwill (2,873 ) Balance, December 31, 2019 $ 3,090 |
Schedule of Cumulative Effect of Changes in Balance Sheet | The cumulative effect of the changes made to the Company’s consolidated January 1, 2019 balance sheet for the adoption of ASC 842 was as follows (in thousands): As of December 31, 2018 Adjustment for Adoption of ASC 842 As of January 1, 2019 ASSETS Current assets of discontinuing operations $ 23,250 $ 2,327 $ 25,577 Operating lease right-of-use assets — 238 238 $ 23,250 $ 2,565 $ 25,815 LIABILITIES Current liabilities of discontinuing operations $ 19,189 $ 2,327 $ 21,516 Deferred rent payable and other 154 (154 ) — Obligations under operating leases, current portion — 204 204 Obligations under operating leases, less current portion — 188 188 $ 19,343 $ 2,565 $ 21,908 |
Schedule of Dilutive Weighted Average Shares | The following table summarizes potentially dilutive adjustments to the weighted average number of common shares which were excluded from the calculation (in thousands): 2019 2018 Common stock purchase warrants 279 336 Stock options 64 100 Restricted shares of common stock — 1 Convertible note — 103 Advance from NovellusDx, Ltd. — 85 343 625 |
Discontinuing Operations (Table
Discontinuing Operations (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Schedule of Results of Consolidated Discontinued Operations | Summarized results of the Company’s unaudited condensed consolidated discontinuing operations are as follows for the three and six months ended June 30, 2020 and 2019 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Revenue $ — $ 4,621 $ — $ 9,638 Cost of revenues — 3,465 — 7,100 Gross profit — 1,156 — 2,538 Operating expenses: Research and development — 436 — 890 General and administrative (31 ) 1,983 (31 ) 3,510 Sales and marketing — 590 — 1,513 Transaction costs — 402 — 651 Total operating expenses (31 ) 3,411 (31 ) 6,564 Income (loss) from discontinuing operations 31 (2,255 ) 31 (4,026 ) Other income (expense): Interest expense — (1,063 ) — (2,173 ) Other 35 — 43 — Total other income (expense) 35 (1,063 ) 43 (2,173 ) Net income (loss) from discontinuing operations $ 66 $ (3,318 ) $ 74 $ (6,199 ) Unaudited condensed consolidated carrying amounts of major classes of assets and liabilities from discontinuing operations were as follows as of June 30, 2020 and December 31, 2019 (in thousands): June 30, 2020 December 31, 2019 Current assets of discontinuing operations: Accounts receivable, net of allowance for doubtful accounts of $4,518 in 2020; $4,536 in 2019 $ — $ 71 Current assets of discontinuing operations $ — $ 71 Current liabilities of discontinuing operations Accounts payable and accrued expenses $ 611 $ 1,137 Due to Interpace Biosciences, Inc. — 92 Current liabilities of discontinuing operations $ 611 $ 1,229 Cash flows used in operating activities of discontinuing operations consisted of the following for the six-months ended June 30, 2020 and 2019 (in thousands): Six Months Ended June 30, 2020 2019 Income (loss) from discontinuing operations $ 74 $ (6,199 ) Adjustments to reconcile income (loss) from discontinuing operations to net cash used in operating activities, discontinuing operations Depreciation — 496 Amortization — 11 Provision for bad debts (42 ) 25 Accounts payable settlements (43 ) — Stock-based compensation (8 ) 74 Amortization of operating lease right-of-use assets — 345 Amortization of discount of debt and debt issuance costs — 602 Loss on extinguishment of debt — 328 Interest added to Convertible Note — 343 Change in working capital components: Accounts receivable 113 86 Other current assets — 166 Other non-current assets — (55 ) Accounts payable, accrued expenses and deferred revenue (483 ) (680 ) Obligations under operating leases — (369 ) Due to Interpace Biosciences, Inc. (92 ) — Net cash used in operating activities, discontinuing operations $ (481 ) $ (4,827 ) | Summarized results of the Company’s consolidated discontinuing operations are as follows for the years ended December 31, 2019 and 2018 (in thousands): Year Ended December 31, 2019 2018 Revenue $ 10,066 $ 22,538 Cost of revenues 7,554 15,634 Gross profit 2,512 6,904 Operating expenses: Research and development 937 2,334 General and administrative 4,675 12,468 Sales and marketing 1,527 4,071 Restructuring costs 194 2,320 Transaction costs 560 — Impairment of patents and other intangible assets 601 — Total operating expenses 8,494 21,193 Loss from discontinuing operations (5,982 ) (14,289 ) Other income (expense): Interest expense (2,211 ) (1,801 ) Gain on disposal of Clinical Business 1,222 — Gain on disposal of BioPharma Business 7,148 — Loss on disposal of BioServe — (78 ) Total other income (expense) 6,159 (1,879 ) Net income (loss) from discontinuing operations $ 177 $ (16,168 ) Consolidated carrying amounts of major classes of assets and liabilities from discontinuing operations were as follows as of December 31, 2019 and 2018 (in thousands): 2019 2018 Current assets of discontinuing operations: Accounts receivable, net of allowance for doubtful accounts of $4,536 in 2019; $3,462 in 2018 $ 71 $ 6,261 Other current assets — 1,542 Fixed assets, net of accumulated depreciation — 3,498 Patents and other intangible assets, net of accumulated amortization — 655 Goodwill — 11,294 Current assets of discontinuing operations $ 71 $ 23,250 Current liabilities of discontinuing operations Accounts payable and accrued expenses $ 1,137 $ 8,470 Due to Interpace Biosciences, Inc. 92 — Obligations under finance leases — 610 Deferred revenue — 1,337 Line of credit — 2,621 Term note — 6,000 Deferred rent payable and other — 151 Current liabilities of discontinuing operations $ 1,229 $ 19,189 Cash flows used in discontinuing operations consisted of the following for the years ended December 31, 2019 and 2018 (in thousands): Years Ended December 31, 2019 2018 Income (loss) from discontinuing operations $ 177 $ (16,168 ) Adjustments to reconcile income (loss) from discontinuing operations to net cash used in operating activities, discontinuing operations Depreciation 542 1,292 Amortization 613 21 Provision for bad debts 1,074 2,514 Stock-based compensation 107 391 Amortization of operating lease right-of-use assets 358 — Amortization of discount of debt and debt issuance costs 601 291 Interest added to Convertible Note 343 — Loss on disposal of fixed assets and sale of India subsidiary — 204 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 845 745 Other current assets 398 417 Other non-current assets 2 50 Accounts payable, accrued expenses and deferred revenue (2,163 ) 886 Obligations under operating leases (217 ) — Deferred rent payable and other (151 ) 6 Due to IDXG 92 — Net cash used in operating activities, discontinuing operations $ (5,421 ) $ (9,351 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Anti-dilutive Equivalent Units Outstanding Excluded from Earnings Per Share Calculation | The following table summarizes equivalent units outstanding that were excluded from the earnings per share calculation because their effects were anti-dilutive (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Common stock purchase warrants 279 279 279 279 Stock options 72 58 72 58 Convertible Note — 157 — 157 Advance from NDX — 94 — 94 Restricted shares of common stock — 1 — 1 351 589 351 589 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | At December 31, 2019 and 2018, other current assets consisted of the following (in thousands): 2019 2018 Lab supplies $ 77 $ — Prepaid expenses 469 267 $ 546 $ 267 |
Leasing Arrangements (Tables)
Leasing Arrangements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Summary Operating and Finance Lease Expense | The components of operating and finance lease expense were as follows for the three and six months ended June 30, 2020 and 2019, respectively, for continuing operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Finance lease cost: Amortization of right-of use assets $ 13 11 34 16 Interest on lease liabilities 4 4 7 5 Operating lease cost 60 44 116 87 Short-term lease cost 17 29 45 54 Variable lease cost 3 15 18 45 $ 97 $ 103 $ 220 $ 207 | The components of operating and finance lease expense were as follows for the year ended December 31, 2019 for continuing operations (in thousands): Finance lease cost: Amortization of right-of use assets $ 35 Interest on lease liabilities 13 Operating lease cost 220 Short-term lease cost 109 Variable lease cost 55 $ 432 |
Schedule of Supplemental Cash Flow Related Leases Continuing Operations | Supplemental cash flow related to leases of the Company’s continuing operations was as follows for the three and six months ended June 30, 2020 and 2019 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Cash paid amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 59 $ 55 $ 116 $ 110 Financing cash flows used for finance leases 10 15 23 25 | Supplemental cash flow related to operating leases of the Company’s continuing operations was as follows for the year ended December 31, 2019 (in thousands): Cash paid amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 220 |
Schedule of Other Supplemental Information Leases Related Continuing Operations | Other supplemental information related to leases of the Company’s continuing operations was as follows at June 30, 2020 and 2019, respectively: Six months ended June 30, 2020 Six months ended June 30, 2019 Weighted average remaining lease term (in years) Operating leases 1.06 1.49 Finance leases 3.17 4.19 Weighted average discount rate Operating leases 8.06 % 7.96 % Finance leases 8.45 % 9.08 % | Other supplemental information related to operating and finance leases of the Company’s continuing operations was as follows at December 31, 2019: Weighted average remaining lease term (in years): Operating leases 0.99 Finance leases 3.35 Weighted average discount rate: Operating leases 7.98 % Finance leases 8.21 % |
Schedule of Future Estimated Minimum Lease Payments Under Non-cancelable Operating Leases | At June 30, 2020, future estimated minimum lease payments under non-cancelable operating leases were as follows (in thousands): Finance Operating Total 2020 (remaining 6 months) $ 61 $ 76 $ 137 2021 45 20 65 2022 35 11 46 2023 35 2 37 2024 8 — 8 Total minimum lease payments $ 184 109 293 Less amount representing interest 17 5 22 Present value of net minimum obligations 167 104 271 Less current obligation under finance and operating leases 70 93 163 Long-term obligation under finance and operating leases $ 97 $ 11 $ 108 | Minimum future lease payments under all finance and operating leases as of December 31, 2019 are as follows (in thousands): Finance Leases Operating Leases Total December 31, 2020 $ 84 $ 209 $ 293 2021 44 11 55 2022 36 — 36 2023 36 — 36 2024 9 — 9 Total minimum lease payments 209 220 429 Less amount representing interest 34 17 51 Present value of net minimum obligations 175 203 378 Less current obligation under finance and operating leases 68 193 261 Long-term obligation under finance and operating leases $ 107 $ 10 $ 117 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets are summarized by major classifications as follows (in thousands): 2019 2018 Equipment $ 1,000 $ 842 Furniture and fixtures 53 52 1,053 894 Less accumulated depreciation (495 ) (336 ) Net fixed assets $ 558 $ 558 |
Patents and Other Intangible _2
Patents and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018: Weighted-Average Remaining (in thousands) (in thousands) Amortization 2019 2018 Period Patents $ 981 $ 981 3 years Customer list 2,738 2,738 8 years Trade name 477 477 8 years 4,196 4,196 Less accumulated amortization (1,301 ) (847 ) Net patent and other intangible assets $ 2,895 $ 3,349 |
Schedule of Future Amortization of Patents and Other Intangible Assets | Future amortization expense for patents and other intangible assets, is estimated as follows (in thousands): 2020 $ 465 2021 465 2022 424 2023 344 2024 337 Thereafter 860 Total $ 2,895 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss from before Income Tax Provision | Loss from continuing and discontinuing operations before income tax provision (benefit) consisted of the following (in thousands): For the Year Ended December 31 2019 2018 United States $ (5,619 ) $ (19,793 ) Foreign (1,601 ) (580 ) Total $ (7,220 ) $ (20,373 ) |
Schedule of Income Tax Provision (Benefit) | The provision (benefit) for income taxes from continuing and discontinuing operations consisted of the following (in thousands): For the Year Ended December 31 2019 2018 Current: State $ (512 ) $ — Deferred: Federal $ 687 $ (4,112 ) State 766 12 Foreign (167 ) 52 1,286 (4,048 ) Change in valuation allowance (1,286 ) 4,048 Total deferred $ — $ — Total $ (512 ) $ — |
Schedule of Inome Tax Benefit and Tax Rate | The provision (benefit) for income taxes from continuing and discontinuing operations for the years ended December 31, 2019 and 2018 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, 2019 Year Ended December 31, 2018 Amount % of Amount % of Income tax benefit at federal statutory rate $ (1,516 ) 21.0 % $ (4,278 ) 21.0 % State tax provision, net of federal tax benefit 223 (3.1 )% 226 (1.1 )% Tax credits 136 (1.9 )% (60 ) 0.3 % Stock based compensation 997 (13.8 )% 211 (1.0 )% Derivative warrants (30 ) 0.4 % (766 ) 3.7 % Change in valuation allowance (1,286 ) 17.8 % 4,048 (19.9 )% Goodwill impairment 604 (8.4 )% — — % Foreign operations 109 (1.5 )% 508 (2.5 )% Gain on sale of businesses 246 (3.4 )% — — % Other 5 — % 111 (0.5 )% Income tax (benefit) provision $ (512 ) 7.1 % $ — — % |
Schedule of Deferred Tax Assets | Approximate deferred taxes consist of the following components as of December 31, 2019 and 2018 (in thousands): 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 26,317 $ 25,999 Accruals and reserves 3,014 4,328 Stock based compensation 75 1,020 Research and development tax credits 1,800 1,936 Derivative warrant liability 17 17 Investment in joint venture 161 162 Other 6 6 Total deferred tax assets 31,390 33,468 Less valuation allowance (30,497 ) (31,783 ) Net deferred tax assets 893 1,685 Deferred tax liabilities Fixed assets (132 ) (352 ) Goodwill and intangible assets (761 ) (1,333 ) Net deferred taxes $ — $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Summary of Stock Option Activity | A summary of employee and non-employee stock option activity for the six months ended June 30, 2020 for both continuing and discontinuing employees is as follows: Options Outstanding Number of Shares (in thousands) Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding January 1, 2020 64 $ 113.63 7.48 $ 24 Granted 20 5.53 Cancelled or expired (12 ) 90.93 Outstanding June 30, 2020 72 $ 87.50 7.71 $ — Exercisable June 30, 2020 53 $ 115.12 7.24 $ — | A summary of employee and non-employee stock option activity for the years ended December 31, 2019 and 2018 for both continuing and discontinuing employees is as follows: Options Outstanding Weighted- Average Number of Shares (in thousands) Weighted- Average Exercise Price Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding January 1, 2018 95 $ 210.00 6.96 $ 4 Granted 29 25.20 Cancelled or expired (24 ) 142.20 Outstanding December 31, 2018 100 173.10 5.70 $ — Granted 20 5.89 Cancelled or expired (56 ) 182.37 Outstanding December 31, 2019 64 $ 113.63 7.48 $ 24 Exercisable, December 31, 2019 40 $ 170.52 6.63 $ 10 |
Summary of 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: Six Months Ended June 30, 2020 2019 Volatility 110.43 % 90.15 % Risk free interest rate 1.68 % 2.54 % Dividend yield 0.00 % 0.00 % Term (years) 5.27 6.32 Weighted-average fair value of options granted during the period $ 4.45 $ 10.07 | 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, 2019 2018 Volatility 93.86 % 77.79 % Risk free interest rate 1.95 % 2.88 % Dividend yield — — Term (years) 5.44 6.45 Weighted-average fair value of options granted during the period $ 4.32 $ 17.70 |
Summary of Restricted Stock Awards Activity | The following table summarizes the activities for the Company’s non-vested restricted stock awards for the years ended December 31, 2019 and 2018 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, 2018 3 $ 126.30 Vested (1 ) 100.80 Forfeited/cancelled (1 ) 203.10 Non-vested at December 31, 2018 1 102.82 Vested (1 ) 102.82 Non-vested at December 31, 2019 — $ — | |
Summary of Effects of Stock-based Compensation Related to Stock Option and Restricted Stock Awards | The following table presents the effects of stock-based compensation related to stock option and restricted stock awards to employees and non-employees on the Company’s continuing operations included in its Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss during the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Cost of revenues $ 3 $ 4 $ 7 $ 8 General and administrative 52 63 106 178 Total stock-based compensation related to continuing operations $ 55 $ 67 $ 113 $ 186 | 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 (in thousands): Year Ended December 31, 2019 2018 Cost of revenues $ 16 $ 16 General and administrative 247 514 Total stock-based compensation related to continuing operations $ 263 $ 530 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Summary of Warrant Activity | The following table summarizes the warrant activity for the six months ended June 30, 2020 (in thousands, except exercise price): Issued With / For Exercise Warrants January 1, 2020 Warrants Issued 2020 Warrants Expired Warrants Outstanding June 30, 2020 Non-Derivative Warrants: Financing $ 300.00 8 — — 8 Financing 450.00 9 — — 9 2015 Offering 150.00 115 — — 115 2017 Debt 27.60 15 — — 15 2019 Offering 7.43 31 — — 31 2019 Offering 7.59 35 — — 35 Total non-derivative warrants 115.54 B 213 — — 213 Derivative Warrants: 2016 Offerings 67.50 A 66 — — 66 Total derivative warrants 67.50 B 66 — — 66 Total $ 104.18 B 279 — — 279 A These warrants are subject to fair value accounting and contain a contingent net cash settlement feature. See Note 10. B Weighted-average exercise prices are as of June 30, 2020. | The following table summarizes the warrant activity for the years ending December 31, 2019 and 2018 (in thousands except exercise price): Issued With / For Exercise Warrants Transfer Between Derivative Warrants and Non-Derivative Warrants Warrants 2019 2019 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 A — 15 15 — — 15 2019 Offering 7.43 — — — 31 — 31 2019 Offering 7.59 — — — 35 — 35 115.54 C 132 15 147 66 — 213 Derivative Warrants: 2016 Offerings 67.50 B 66 — 66 — 66 2017 Debt 27.60 A 15 (15 ) — — — — 2017 Offering 70.50 B 117 — 117 — (117 ) — 2017 Offering 75.00 B 6 — 6 — (6 ) — 67.50 C 204 (15 ) 189 — (123 ) 66 $ 104.18 C 336 — 336 66 (123 ) 279 A These warrants were subject to fair value accounting until the number of shares issuable upon the exercise of the warrants became fixed on April 2, 2018. Effective June 30, 2018, the exercise price was reduced from $84.60 per share to $27.60 per share. See Note 16. B These warrants are subject to fair value accounting and contain a contingent net cash settlement feature. See Note 16. C Weighted average exercise prices are as of December 31, 2019. |
Fair Value of Warrants (Tables)
Fair Value of Warrants (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Derivative Warrant Liability | The following table summarizes the derivative warrant activity subject to fair value accounting for the six months ended June 30, 2020 (in thousands): Issued with/for Fair value of warrants Change in fair Fair value of warrants 2016 Offerings $ 178 $ (152 ) $ 26 | The following table summarizes the derivative warrant activity subject to fair value accounting for the years ended December 31, 2019 and 2018 (in thousands): Issued with 2016 Offerings Issued with 2017 Debt Issued with 2017 Offering Total Fair value of warrants outstanding as of January 1, 2018 $ 1,929 $ 501 $ 1,973 $ 4,403 Fair value of warrants reclassified to equity — (423 ) — (423 ) Change in fair value of warrants (1,704 ) (78 ) (1,950 ) (3,732 ) Fair value of warrants outstanding as of December 31, 2018 225 — 23 248 Change in fair value of warrants (47 ) — (23 ) (70 ) Fair value of warrants outstanding as of December 31, 2019 $ 178 $ — $ — $ 178 |
Summary of 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 June 30, 2020 and December 31, 2019. 2016 Offerings As of June 30, 2020 As of December 31, 2019 Exercise price $ 67.50 $ 67.50 Expected life (years) 1.58 2.08 Expected volatility 157.09 % 150.69 % Risk-free interest rate 0.16 % 1.58 % Expected dividend yield — % — % | The following tables summarize the assumptions used in computing the fair value of derivative warrants subject to fair value accounting at December 31, 2019 and 2018, and the fair value of derivative warrants reclassified to equity during the years then ended. 2016 Offerings As of December 31, 2019 As of December 31, 2018 Exercise price $ 67.50 $ 67.50 Expected life (years) 2.08 3.08 Expected volatility 150.69 % 100.51 % Risk-free interest rate 1.58 % 2.46 % Expected dividend yield 0.00 % 0.00 % 2017 Debt Reclassified to Equity During the Year Ended December 31, 2018 Exercise price $ 84.60 Expected life (years) 5.97 Expected volatility 73.40 % Risk-free interest rate 2.55 % Expected dividend yield 0.00 % 2017 Offering As of December 31, 2018 Exercise price $ 70.80 Expected life (years) 0.44 Expected volatility 172.5 % Risk-free interest rate 2.56 % Expected dividend yield 0.00 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
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): June 30, 2020 Total Quoted Prices in Significant Other Significant Assets: Earn-Out from siParadigm $ 788 $ — $ — $ 788 $ 788 $ — $ — $ 788 Liabilities: Warrant liability $ 26 $ — $ — $ 26 $ 26 $ — $ — $ 26 December 31, 2019 Total Quoted Prices in Significant Other Significant Assets: Earn-Out from siParadigm $ 1,103 $ — $ — $ 1,103 $ 1,103 $ — $ — $ 1,103 Liabilities: Warrant liability $ 178 $ — $ — $ 178 Notes payable 16 — — 16 $ 194 $ — $ — $ 194 | 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): 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 2018 Total Quoted Prices in Significant Other Significant Liabilities: Warrant liability $ 248 $ — $ — $ 248 Notes payable 20 — — 20 Other derivatives 86 — — 86 $ 354 $ — $ — $ 354 |
Schedule of Fair Value Notes Payable of Business Acquisition and Warrant Liability | The following table summarizes the activity of the earn-out receivable from siParadigm, the note payable to VenturEast and of the Company’s derivative warrants, which were measured at fair value using Level 3 inputs (in thousands): Assets Liabilities Earn-Out from Note Payable Warrant siParadigm to VenturEast Liability Fair value at January 1, 2020 $ 1,103 $ 16 $ 178 Receipts received during period (250 ) — — Change in fair value (65 ) (4 ) (152 ) Settlement of liability — (12 ) — Fair value at June 30, 2020 $ 788 $ — $ 26 | 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, 2018 $ — $ 156 $ 4,403 $ — Change in fair value — (136 ) (3,732 ) — Fair value of warrants reclassified to equity — — (423 ) — Fair value of certain default provisions — — — 86 Fair value at December 31, 2018 — 20 248 86 Fair value at issuance 2,376 — — — Receipts received during the period (338 ) — — — Fair value of certain default provisions — — — — Change in fair value (935 ) (4 ) (70 ) (86 ) Fair value at December 31, 2019 $ 1,103 $ 16 $ 178 $ — |
Organization, Description of _4
Organization, Description of Business, Basis of Presentation, Reclassifications, Reverse Stock Split, Business Disposals, and Advance from NovellusDx, Ltd. (Details Narrative) - USD ($) $ in Thousands | Jul. 08, 2020 | Jun. 30, 2020 | Oct. 24, 2019 | Jul. 15, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Reverse stock split | 30-for-1 reverse stock split | ||||||||||||
Interest paid | $ 1,063 | $ 2,173 | $ 2,211 | $ 1,801 | |||||||||
Due to the buyer | $ 628 | 628 | 628 | ||||||||||
Payments received on advance from NovellusDx, Ltd. | 1,500 | ||||||||||||
Earn-Out from siParadigm, current portion | 740 | 747 | 740 | 740 | 747 | ||||||||
Portion of advance, noncurrent | $ 72 | 252 | $ 72 | $ 72 | 252 | ||||||||
NovellusDx, Ltd. [Member] | |||||||||||||
Term note, principal balance | 350 | 350 | |||||||||||
Interest rate | 0.00% | 0.00% | 0.00% | ||||||||||
John A Roberts [Member] | |||||||||||||
Reimbursement due | $ 48 | $ 150 | |||||||||||
Glenn Miles [Member] | |||||||||||||
Reimbursement due | 48 | 150 | |||||||||||
Clinical Agreement [Member] | |||||||||||||
Cash consideration received, total | $ 747 | ||||||||||||
Cash consideration received for equipment | 45 | ||||||||||||
Payments received on advance from NovellusDx, Ltd. | 1,000 | ||||||||||||
Supplier invoices paid directly to related party | 177 | ||||||||||||
Adjustment | 11 | ||||||||||||
Transaction costs | $ 110 | ||||||||||||
PFG [Member] | Secured Debt [Member] | |||||||||||||
Term note, principal balance | $ 6,000 | ||||||||||||
BioPharma Business [Member] | |||||||||||||
Gross consideration | 23,500 | ||||||||||||
Closing adjustments | 2,000 | ||||||||||||
Promissory note receivable | 7,700 | ||||||||||||
Cash received from transaction | $ 2,300 | ||||||||||||
Interest rate | 6.00% | ||||||||||||
Maturity date, description | Matured in October 2019. | ||||||||||||
Excess consideration note matured amount | $ 6,000 | 888 | |||||||||||
Interest paid | 24 | ||||||||||||
Net worth adjustment | 775 | ||||||||||||
Security for indemnification obligations | 735 | ||||||||||||
Debt Instrument, Collateral Amount | $ 153 | ||||||||||||
BioPharma Business [Member] | Transition Services Agreement [Member] | |||||||||||||
Related party shared services | 97 | 199 | 186 | ||||||||||
Due to the buyer | 92 | 92 | |||||||||||
siParadigm [Member] | |||||||||||||
Term of contract | 24 months | 24 months | |||||||||||
Period of service | 12 months | 12 months | |||||||||||
Earn-Out from siParadigm, current portion | $ 740 | 747 | 740 | 740 | 747 | ||||||||
Earn-Out from siParadigm, noncurrent portion | 48 | 356 | 48 | 48 | 356 | ||||||||
Portion of advance, current | 536 | 566 | 536 | 536 | 566 | ||||||||
Portion of advance, noncurrent | $ 72 | $ 252 | $ 72 | $ 72 | 252 | ||||||||
Iliad Research and Trading, L.P. [Member] | Convertible Debt [Member] | NovellusDx, Ltd. [Member] | Discontinued Operations [Member] | |||||||||||||
Interest expense on convertible promissory note | $ 657 | $ 1,400 | $ 1,500 | $ 389 |
Organization, Description of _5
Organization, Description of Business, Reverse Stock Split, Business Disposals and Offerings (Details Narrative) (10-K) - USD ($) $ / shares in Units, $ in Thousands | Jul. 08, 2020 | Jun. 30, 2020 | Oct. 24, 2019 | Jul. 15, 2019 | Jan. 26, 2019 | Jan. 09, 2019 | Apr. 26, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 30, 2018 | ||||
Reverse stock split | 30-for-1 reverse stock split | |||||||||||||||||||||
Interest paid | $ 1,063 | $ 2,173 | $ 2,211 | $ 1,801 | ||||||||||||||||||
Due to the buyer | $ 628 | 628 | 628 | |||||||||||||||||||
Payments received on advance from NovellusDx, Ltd. | 1,500 | |||||||||||||||||||||
Earn-Out from siParadigm, current portion | 740 | 747 | 740 | 740 | 747 | |||||||||||||||||
Portion of advance, noncurrent | $ 72 | 252 | $ 72 | $ 72 | 252 | |||||||||||||||||
Proceeds from offering | $ 12 | |||||||||||||||||||||
Exercise price of warrants | $ 104.18 | [1] | $ 104.18 | [1] | $ 104.18 | [1] | $ 104.18 | [2] | ||||||||||||||
Fair value of warrants | (70) | $ (3,732) | ||||||||||||||||||||
NovellusDx, Ltd. [Member] | ||||||||||||||||||||||
Term note, principal balance | 350 | 350 | ||||||||||||||||||||
Interest rate | 0.00% | 0.00% | 0.00% | |||||||||||||||||||
Clinical Agreement [Member] | ||||||||||||||||||||||
Cash consideration received, total | $ 747 | |||||||||||||||||||||
Cash consideration received for equipment | 45 | |||||||||||||||||||||
Payments received on advance from NovellusDx, Ltd. | 1,000 | |||||||||||||||||||||
Supplier invoices paid directly to related party | 177 | |||||||||||||||||||||
Adjustment | 11 | |||||||||||||||||||||
Transaction costs | $ 110 | |||||||||||||||||||||
PFG [Member] | Secured Debt [Member] | ||||||||||||||||||||||
Term note, principal balance | $ 6,000 | |||||||||||||||||||||
BioServe Pvt Ltd [Member] | ||||||||||||||||||||||
Proceeds from sale of subsidiary | $ 1,900 | |||||||||||||||||||||
Gross consideration | 300 | $ 213 | ||||||||||||||||||||
BioServe Pvt Ltd [Member] | Cash at Closing [Member] | ||||||||||||||||||||||
Proceeds from sale of subsidiary | $ 1,600 | |||||||||||||||||||||
BioPharma Business [Member] | ||||||||||||||||||||||
Gross consideration | 23,500 | |||||||||||||||||||||
Closing adjustments | 2,000 | |||||||||||||||||||||
Promissory note receivable | 7,700 | |||||||||||||||||||||
Cash received from transaction | $ 2,300 | |||||||||||||||||||||
Interest rate | 6.00% | |||||||||||||||||||||
Maturity date | Oct. 24, 2019 | |||||||||||||||||||||
Excess consideration note matured amount | $ 6,000 | 888 | ||||||||||||||||||||
Interest paid | 24 | |||||||||||||||||||||
Net worth adjustment | 775 | |||||||||||||||||||||
Security for indemnification obligations | 735 | |||||||||||||||||||||
Debt Instrument, Collateral Amount | $ 153 | |||||||||||||||||||||
BioPharma Business [Member] | Transition Services Agreement [Member] | ||||||||||||||||||||||
Related party shared services | $ 97 | $ 199 | 186 | |||||||||||||||||||
Due to the buyer | 92 | 92 | ||||||||||||||||||||
BioPharma Business [Member] | Transition Services Agreement [Member] | John A Roberts Chief Executive Officer [Member] | ||||||||||||||||||||||
Reimbursement due | 188 | |||||||||||||||||||||
siParadigm [Member] | ||||||||||||||||||||||
Term of contract | 24 months | 24 months | ||||||||||||||||||||
Period of service | 12 months | 12 months | ||||||||||||||||||||
Debt instrument, description | 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. | |||||||||||||||||||||
Earn-Out from siParadigm, current portion | $ 740 | 747 | 740 | 740 | 747 | |||||||||||||||||
Earn-Out from siParadigm, noncurrent portion | 48 | 356 | 48 | 48 | 356 | |||||||||||||||||
Portion of advance, current | 536 | 566 | 536 | 536 | 566 | |||||||||||||||||
Portion of advance, noncurrent | $ 72 | $ 252 | $ 72 | $ 72 | 252 | |||||||||||||||||
Iliad Research and Trading, L.P. [Member] | ||||||||||||||||||||||
Proceeds from offering | 612 | |||||||||||||||||||||
Iliad Research and Trading, L.P. [Member] | Convertible Debt [Member] | NovellusDx, Ltd. [Member] | Discontinued Operations [Member] | ||||||||||||||||||||||
Interest expense on convertible promissory note | $ 657 | $ 1,400 | $ 1,500 | $ 389 | ||||||||||||||||||
H.C. Wainwright & Co., LLC [Member] | Underwriting Agreement [Member] | ||||||||||||||||||||||
Number of shares issued during period, shares | 507,000 | 445,000 | ||||||||||||||||||||
Share offered, price per share | $ 6.90 | $ 6.75 | ||||||||||||||||||||
Proceeds from offering | $ 3,000 | $ 2,400 | ||||||||||||||||||||
Offering expenses and discounts | $ 525 | $ 563 | ||||||||||||||||||||
Warrants to purchase common stock | 36,000 | 31,000 | ||||||||||||||||||||
Warrants term | 5 years | 5 years | ||||||||||||||||||||
Exercise price of warrants | $ 7.59 | $ 7.43 | ||||||||||||||||||||
Fair value of warrants | $ 183 | $ 168 | ||||||||||||||||||||
[1] | Weighted-average exercise prices are as of June 30, 2020. | |||||||||||||||||||||
[2] | Weighted average exercise prices are as of December 31, 2019. |
Organization, Description of _6
Organization, Description of Business, Reverse Stock Split, Business Disposals and Offerings - Schedule of Disposals of Discontinuing Operations (Details) (10-K) - USD ($) $ in Thousands | Jul. 15, 2019 | Jul. 05, 2019 | Apr. 26, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 |
Accounts receivable, net | $ 71 | $ 6,261 | ||||
Other current assets | 1,542 | |||||
Gain (loss) on disposal of business | $ 8,370 | $ 78 | ||||
BioServe Pvt Ltd [Member] | ||||||
Cash received at closing | $ 1,600 | |||||
Contingent consideration received | 213 | |||||
Net Sales Price | 1,813 | |||||
Accounts receivable, net | 365 | |||||
Other current assets | 229 | |||||
Fixed assets, net | 608 | |||||
Goodwill | 735 | |||||
Other noncurrent assets | 98 | |||||
Cash transferred at closing | 49 | |||||
Accounts payable and accrued expenses | (180) | |||||
Deferred rent and other | (13) | |||||
Net assets sold | 1,891 | |||||
Gain (loss) on disposal of business | $ (78) | |||||
BioPharma Business [Member] | ||||||
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 | |||||
Accounts receivable, net | 4,271 | |||||
Other current assets | 1,142 | |||||
Fixed assets, net | 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 | |||||
SiParadigm, Inc [Member] | ||||||
Cash received at closing | $ 747 | |||||
Advance from siParadigm received in cash | (1,000) | |||||
Fair value of Earn-Out from siParadigm | 2,376 | |||||
Net Sales Price | 2,123 | |||||
Goodwill | 1,188 | |||||
Accounts payable and accrued expenses | (287) | |||||
Net assets sold | 901 | |||||
Gain (loss) on disposal of business | $ 1,222 |
Organization, Description of _7
Organization, Description of Business, Reverse Stock Split, Business Disposals and Offerings - Schedule of Reconciliation of Consideration Received (Details) (10-K) - Interspace BioSciences, Inc [Member] $ in Thousands | Jul. 15, 2019USD ($) |
Gross sales price | $ 23,500 |
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 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - Australian Government [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Proceeds from government assistance | $ 105 |
Employee wages | 55 |
Proceeds from reimbursement of payroll taxes | 43 |
Income related to small business grants | $ 7 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) (10-K) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2020 | Jan. 02, 2018 | |
Accumulated deficit | $ 164,424 | $ 157,716 | $ 167,303 | $ 2,500 | |
Impairment of goodwill | 2,873 | ||||
Equity investment, cost basis | $ 200 | 200 | |||
Reduction of warrant rate | 20.00% | 20.00% | |||
Loss in equity-method investment | 154 | ||||
Net receivable due from the joint venture | 10 | 10 | |||
Restricted Shares Collateralized [Member] | |||||
Letter of credit | $ 350 | $ 350 | |||
Associated with a Former BioPharma Business [Member] | |||||
Deferred revenue | 1,900 | ||||
Associated with a Discovery Services [Member] | |||||
Deferred revenue | $ 600 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Goodwill (Details) (10-K) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Beginning Balance | $ 5,963 | $ 5,963 |
Impairment of goodwill | (2,873) | |
Ending Balance | $ 3,090 | $ 5,963 |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Cumulative Effect of Changes in Balance Sheet (Details) (10-K) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Current assets of discontinuing operations | $ 71 | $ 25,577 | $ 23,250 | |
Operating lease right-of-use assets | 123 | 94 | 238 | |
Net assets | 25,815 | 23,250 | ||
Current liabilities of discontinuing operations | 611 | 1,229 | 21,516 | 19,189 |
Deferred rent payable and other | 154 | |||
Obligations under operating leases, current portion | 93 | 193 | 204 | |
Obligations under operating leases, less current portion | $ 11 | $ 10 | 188 | |
Net liabilities | 21,908 | $ 19,343 | ||
Accounting Standards Update 2016-02 [Member] | ||||
Current assets of discontinuing operations | 2,327 | |||
Operating lease right-of-use assets | 238 | |||
Net assets | 2,565 | |||
Current liabilities of discontinuing operations | 2,327 | |||
Deferred rent payable and other | (154) | |||
Obligations under operating leases, current portion | 204 | |||
Obligations under operating leases, less current portion | 188 | |||
Net liabilities | $ 2,565 |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule of Dilutive Weighted Average Shares (Details) (10-K) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Dilutive securities excluded from computation of earnings per share | 351,000 | 589,000 | 351,000 | 589,000 | 343,000 | 625,000 |
Common Stock Purchase Warrants [Member] | ||||||
Dilutive securities excluded from computation of earnings per share | 279,000 | 279,000 | 279,000 | 279,000 | 279,000 | 336,000 |
Stock Options [Member] | ||||||
Dilutive securities excluded from computation of earnings per share | 64,000 | 100,000 | ||||
Restricted Shares of Common Stock [Member] | ||||||
Dilutive securities excluded from computation of earnings per share | 1,000 | |||||
Convertible Note [Member] | ||||||
Dilutive securities excluded from computation of earnings per share | 103,000 | |||||
Advance from Novellus Dx Ltd [Member] | ||||||
Dilutive securities excluded from computation of earnings per share | 85,000 |
Discontinuing Operations (Detai
Discontinuing Operations (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Interest expense | $ 1,063 | $ 2,173 | $ 2,211 | $ 1,801 | ||
Convertible Note and Advance from NDX [Member] | ||||||
Interest expense | $ 657 | $ 1,400 | $ 1,500 | $ 389 |
Discontinuing Operations (Det_2
Discontinuing Operations (Details Narrative) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Interest expense | $ 1,063 | $ 2,173 | $ 2,211 | $ 1,801 | ||
Convertible Note and Advance from NDX [Member] | ||||||
Interest expense | $ 657 | $ 1,400 | $ 1,500 | $ 389 |
Discontinuing Operations - Sche
Discontinuing Operations - Schedule of Results of Consolidated Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 02, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |||||||
Revenue | $ 4,621 | $ 9,638 | $ 10,066 | $ 22,538 | |||
Cost of revenues | 3,465 | 7,100 | 7,554 | 15,634 | |||
Gross profit | 1,156 | 2,538 | 2,512 | 6,904 | |||
Research and development | 436 | 890 | 937 | 2,334 | |||
General and administrative | (31) | 1,983 | (31) | 3,510 | |||
Sales and marketing | 590 | 1,513 | 1,527 | 4,071 | |||
Transaction costs | 402 | 651 | 560 | ||||
Total operating expenses | (31) | 3,411 | (31) | 6,564 | 8,494 | 21,193 | |
Income (loss) from discontinuing operations | 31 | (2,255) | 31 | (4,026) | (5,982) | (14,289) | |
Interest expense | (1,063) | (2,173) | (2,211) | (1,801) | |||
Other | 35 | 43 | |||||
Total other income (expense) | 35 | (1,063) | 43 | (2,173) | |||
Net income (loss) from discontinuing operations | 66 | (3,318) | 74 | (6,199) | 177 | (16,168) | |
Accounts receivable, net of allowance for doubtful accounts of $4,518 in 2020; $4,536 in 2019 | 71 | 6,261 | |||||
Current assets of discontinuing operations | 71 | 23,250 | $ 25,577 | ||||
Accounts payable and accrued expenses | 611 | 611 | 1,137 | 8,470 | |||
Due to Interpace Biosciences, Inc. | 92 | ||||||
Current liabilities of discontinuing operations | 611 | 611 | 1,229 | 19,189 | $ 21,516 | ||
Income (loss) from discontinuing operations | $ 66 | $ (3,318) | 74 | (6,199) | 177 | (16,168) | |
Depreciation | 496 | 542 | 1,292 | ||||
Amortization | 11 | 613 | 21 | ||||
Provision for bad debts | (42) | 25 | 1,074 | 2,514 | |||
Accounts payable settlements | (43) | ||||||
Stock-based compensation | (8) | 74 | 107 | 391 | |||
Amortization of operating lease right-of-use assets | 345 | 358 | |||||
Amortization of discount of debt and debt issuance costs | 602 | 601 | 291 | ||||
Loss on extinguishment of debt | 328 | 328 | |||||
Interest added to Convertible Note | 343 | 343 | |||||
Accounts receivable | 113 | 86 | 845 | 745 | |||
Other current assets | 166 | 398 | 417 | ||||
Other non-current assets | (55) | 2 | 50 | ||||
Accounts payable, accrued expenses and deferred revenue | (483) | (680) | (2,163) | 886 | |||
Obligations under operating leases | (369) | (217) | |||||
Due to Interpace Biosciences, Inc. | (92) | 92 | |||||
Net cash used in operating activities, discontinuing operations | $ (481) | $ (4,827) | $ (5,421) | $ (9,351) |
Discontinuing Operations - Sc_2
Discontinuing Operations - Schedule of Results of Consolidated Discontinued Operations (Details) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Discontinued Operations and Disposal Groups [Abstract] | |||
Allowance for doubtful accounts | $ 4,518 | $ 4,536 | $ 3,462 |
Discontinuing Operations - Sc_3
Discontinuing Operations - Schedule of Results of Consolidated Discontinued Operations (Details) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 02, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |||||||
Revenue | $ 4,621 | $ 9,638 | $ 10,066 | $ 22,538 | |||
Cost of revenues | 3,465 | 7,100 | 7,554 | 15,634 | |||
Gross profit | 1,156 | 2,538 | 2,512 | 6,904 | |||
Research and development | 436 | 890 | 937 | 2,334 | |||
General and administrative | 4,675 | 12,468 | |||||
Sales and marketing | 590 | 1,513 | 1,527 | 4,071 | |||
Restructuring costs | 194 | 2,320 | |||||
Transaction costs | 402 | 651 | 560 | ||||
Impairment of patents and other intangible assets | 601 | ||||||
Total operating expenses | (31) | 3,411 | (31) | 6,564 | 8,494 | 21,193 | |
Income (loss) from discontinuing operations | 31 | (2,255) | 31 | (4,026) | (5,982) | (14,289) | |
Interest expense | (1,063) | (2,173) | (2,211) | (1,801) | |||
Gain on disposal of Clinical Business | 1,222 | ||||||
Gain on disposal of BioPharma Business | 7,148 | ||||||
Loss on disposal of BioServe | (78) | ||||||
Total other income (expense) | 6,159 | (1,879) | |||||
Net income (loss) from discontinuing operations | 66 | (3,318) | 74 | (6,199) | 177 | (16,168) | |
Accounts receivable, net of allowance for doubtful accounts of $4,536 in 2019; $3,462 in 2018 | 71 | 6,261 | |||||
Other current assets | 1,542 | ||||||
Fixed assets, net of accumulated depreciation | 3,498 | ||||||
Patents and other intangible assets, net of accumulated amortization | 655 | ||||||
Goodwill | 11,294 | ||||||
Current assets of discontinuing operations | 71 | 23,250 | $ 25,577 | ||||
Accounts payable and accrued expenses | 611 | 611 | 1,137 | 8,470 | |||
Due to Interpace Biosciences, Inc. | 92 | ||||||
Obligations under finance leases | 610 | ||||||
Deferred revenue | 1,337 | ||||||
Line of credit | 2,621 | ||||||
Term note | 6,000 | ||||||
Deferred rent payable and other | 151 | ||||||
Current liabilities of discontinuing operations | 611 | 611 | 1,229 | 19,189 | $ 21,516 | ||
Income (loss) from discontinuing operations | $ 66 | $ (3,318) | 74 | (6,199) | 177 | (16,168) | |
Depreciation | 496 | 542 | 1,292 | ||||
Amortization | 11 | 613 | 21 | ||||
Provision for bad debts | (42) | 25 | 1,074 | 2,514 | |||
Stock-based compensation | (8) | 74 | 107 | 391 | |||
Amortization of operating lease right-of-use assets | 345 | 358 | |||||
Amortization of discount of debt and debt issuance costs | 602 | 601 | 291 | ||||
Interest added to Convertible Note | 343 | 343 | |||||
Loss on disposal of fixed assets and sale of India subsidiary | 204 | ||||||
Loss on extinguishment of debt | 328 | 328 | |||||
Gain on disposal of Clinical business | (1,222) | ||||||
Gain on disposal of BioPharma business | (7,148) | ||||||
Accounts receivable | 113 | 86 | 845 | 745 | |||
Other current assets | 166 | 398 | 417 | ||||
Other non-current assets | (55) | 2 | 50 | ||||
Accounts payable, accrued expenses and deferred revenue | (483) | (680) | (2,163) | 886 | |||
Obligations under operating leases | (369) | (217) | |||||
Deferred rent payable and other | (151) | 6 | |||||
Due to IDXG | (92) | 92 | |||||
Net cash used in operating activities, discontinuing operations | $ (481) | $ (4,827) | $ (5,421) | $ (9,351) |
Discontinuing Operations - Sc_4
Discontinuing Operations - Schedule of Results of Consolidated Discontinued Operations (Details) (10-K) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Discontinued Operations and Disposal Groups [Abstract] | |||
Allowance for doubtful accounts | $ 4,518 | $ 4,536 | $ 3,462 |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Remaining performance obligations | $ 979 | $ 979 | $ 1,200 | $ 1,200 | ||
Deferred revenue recognized | 954 | $ 40 | ||||
Remaining performance obligations for revenue recognized | $ 427 | |||||
Revenue [Member] | Customer Concentration Risk [Member] | United States [Member] | ||||||
Percentage for revenue | 32.00% | 12.00% | 23.00% | 27.00% | 24.00% | 33.00% |
Revenue [Member] | Customer Concentration Risk [Member] | Three Customers [Member] | ||||||
Percentage for revenue | 64.00% | 82.00% | 60.00% | 76.00% | 61.00% | 53.00% |
Revenue (Details Narrative) (10
Revenue (Details Narrative) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Remaining performance obligations | $ 979 | $ 979 | $ 1,200 | $ 1,200 | ||
Deferred revenue recognized | 954 | $ 40 | ||||
Remaining performance obligations for revenue recognized | $ 427 | |||||
Revenue [Member] | Customer Concentration Risk [Member] | United States [Member] | ||||||
Percentage for revenue | 32.00% | 12.00% | 23.00% | 27.00% | 24.00% | 33.00% |
Revenue [Member] | Customer Concentration Risk [Member] | Three Customers [Member] | ||||||
Percentage for revenue | 64.00% | 82.00% | 60.00% | 76.00% | 61.00% | 53.00% |
Expected to be Recognized as Revenue in 2020 [Member] | ||||||
Remaining performance obligations for revenue recognized | $ 800 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Anti-dilutive Equivalent Units Outstanding Excluded from Earnings Per Share Calculation (Details) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive securities excluded from computation of earnings per share, amount | 351,000 | 589,000 | 351,000 | 589,000 | 343,000 | 625,000 |
Common Stock Purchase Warrants [Member] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 279,000 | 279,000 | 279,000 | 279,000 | 279,000 | 336,000 |
Stock Options [Member] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 72,000 | 58,000 | 72,000 | 58,000 | ||
Convertible Note [Member] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 157,000 | 157,000 | ||||
Advance from NDX [Member] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 94,000 | 94,000 | ||||
Restricted Stock [Member] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,000 | 1,000 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) (10-K) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Lab supplies | $ 77 | ||
Prepaid expenses | 469 | 267 | |
Other current assets | $ 407 | $ 546 | $ 267 |
Lease Commitments (Details Narr
Lease Commitments (Details Narrative) (10-K) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($)ft² | Aug. 31, 2019USD ($) | |
Security deposits | $ 350 | |
Letter of credit | $ 350 | |
Finance lease cost | 302 | |
Accumulated depreciation of finance lease | $ 84 | |
Hershey, Pennsylvania [Member] | ||
Area of land | ft² | 5,800 | |
Bundoora, Australia [Member] | ||
Area of land | ft² | 1,959 |
Leasing Arrangements - Summary
Leasing Arrangements - Summary Operating and Finance Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Leases [Abstract] | |||||
Amortization of right-of use assets | $ 13 | $ 11 | $ 34 | $ 16 | $ 35 |
Interest on lease liabilities | 4 | 4 | 7 | 5 | 13 |
Operating lease cost | 60 | 44 | 116 | 87 | 220 |
Short-term lease cost | 17 | 29 | 45 | 54 | 109 |
Variable lease cost | 3 | 15 | 18 | 45 | 55 |
Total lease expense | $ 97 | $ 103 | $ 220 | $ 207 | $ 432 |
Lease Commitments - Summary Ope
Lease Commitments - Summary Operating and Finance Lease Expense (Details) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Lessee Disclosure [Abstract] | |||||
Amortization of right-of use assets | $ 13 | $ 11 | $ 34 | $ 16 | $ 35 |
Interest on lease liabilities | 4 | 4 | 7 | 5 | 13 |
Operating lease cost | 60 | 44 | 116 | 87 | 220 |
Short-term lease cost | 17 | 29 | 45 | 54 | 109 |
Variable lease cost | 3 | 15 | 18 | 45 | 55 |
Total lease expense | $ 97 | $ 103 | $ 220 | $ 207 | $ 432 |
Leasing Arrangements - Schedule
Leasing Arrangements - Schedule of Supplemental Cash Flow Related Leases Continuing Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | ||||||
Operating cash flows used for operating leases | $ 59 | $ 55 | $ 116 | $ 110 | $ 220 | |
Financing cash flows used for finance leases | $ 10 | $ 15 | $ 23 | $ 25 | $ 72 | $ 43 |
Lease Commitments - Schedule of
Lease Commitments - Schedule of Supplemental Cash Flow Related Leases Continuing Operations (Details) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Lessee Disclosure [Abstract] | |||||
Operating cash flows used for operating leases | $ 59 | $ 55 | $ 116 | $ 110 | $ 220 |
Leasing Arrangements - Schedu_2
Leasing Arrangements - Schedule of Other Supplemental Information Leases Related Continuing Operations (Details) | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 |
Leases [Abstract] | |||
Weighted average remaining lease term, Operating leases (in years) | 1 year 22 days | 11 months 26 days | 1 year 5 months 27 days |
Weighted average remaining lease term, Finance leases (in years) | 3 years 2 months 1 day | 3 years 4 months 6 days | 4 years 2 months 8 days |
Weighted average discount rate, Operating leases | 8.06% | 7.98% | 7.96% |
Weighted average discount rate, Finance leases | 8.45% | 8.21% | 9.08% |
Lease Commitments - Schedule _2
Lease Commitments - Schedule of Other Supplemental Information Leases Related Continuing Operations (Details) (10-K) | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 |
Lessee Disclosure [Abstract] | |||
Weighted average remaining lease term, Operating leases (in years) | 1 year 22 days | 11 months 26 days | 1 year 5 months 27 days |
Weighted average remaining lease term, Finance leases (in years) | 3 years 2 months 1 day | 3 years 4 months 6 days | 4 years 2 months 8 days |
Weighted average discount rate, Operating leases | 8.06% | 7.98% | 7.96% |
Weighted average discount rate, Finance leases | 8.45% | 8.21% | 9.08% |
Leasing Arrangements - Schedu_3
Leasing Arrangements - Schedule of Future Estimated Minimum Lease Payments Under Non-cancelable Operating Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||||
Finance Leases, 2020 (remaining 6 months) | $ 61 | |||
Finance Leases, 2021 | 45 | $ 84 | ||
Finance Leases, 2022 | 35 | 44 | ||
Finance Leases, 2023 | 35 | 36 | ||
Finance Leases, 2024 | 8 | 36 | ||
Finance Leases, Total minimum lease payments | 184 | 209 | ||
Finance Leases, Less amount representing interest | 17 | 34 | ||
Finance Leases, Present value of net minimum obligations | 167 | 175 | ||
Obligations under finance leases, current portion | 70 | 68 | $ 45 | |
Obligation under finance leases, less current portion | 97 | 107 | 54 | |
Operating Leases, 2020 (remaining 6 months) | 76 | |||
Operating Leases, 2021 | 20 | 209 | ||
Operating Leases, 2022 | 11 | 11 | ||
Operating Leases, 2023 | 2 | |||
Operating Leases, 2024 | ||||
Operating Leases, Total minimum lease payments | 109 | 220 | ||
Operating Leases, Less amount representing interest | 5 | 17 | ||
Operating Leases, Present value of net minimum obligations | 104 | 203 | ||
Obligations under operating leases, current portion | 93 | 193 | $ 204 | |
Obligations under operating leases, less current portion | 11 | $ 10 | $ 188 | |
2020 (remaining 6 months) | 137 | |||
2021 | 65 | |||
2022 | 46 | |||
2023 | 37 | |||
2024 | 8 | |||
Total minimum lease payments | 293 | |||
Less amount representing interest | 22 | |||
Present value of net minimum obligations | 271 | |||
Less current obligation under finance and operating leases | 163 | |||
Long-term obligation under finance and operating leases | $ 108 |
Lease Commitments - Schedule _3
Lease Commitments - Schedule of Future Estimated Minimum Lease Payments Under Non-cancelable Operating Leases (Details) (10-K) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Lessee Disclosure [Abstract] | ||||
Finance Leases, 2020 | $ 45 | $ 84 | ||
Finance Leases, 2021 | 35 | 44 | ||
Finance Leases, 2022 | 35 | 36 | ||
Finance Leases, 2023 | 8 | 36 | ||
Finance Leases, 2024 | 9 | |||
Finance Leases, Total minimum lease payments | 184 | 209 | ||
Finance Leases, Less amount representing interest | 17 | 34 | ||
Finance Leases, Present value of net minimum obligations | 167 | 175 | ||
Finance Leases, Less current obligation under finance and operating leases | 70 | 68 | $ 45 | |
Finance Leases, Long-term obligation under finance and operating leases | 97 | 107 | 54 | |
Operating Leases, 2020 | 20 | 209 | ||
Operating Leases, 2021 | 11 | 11 | ||
Operating Leases, 2022 | 2 | |||
Operating Leases, 2023 | ||||
Operating Leases, 2024 | ||||
Operating Leases, Total minimum lease payments | 109 | 220 | ||
Operating Leases, Less amount representing interest | 5 | 17 | ||
Operating Leases, Present value of net minimum obligations | 104 | 203 | ||
Operating Leases, Less current obligation under finance and operating leases | 93 | 193 | $ 204 | |
Operating Leases, Long-term obligation under finance and operating leases | $ 11 | 10 | $ 188 | |
Total Leases, 2020 | 293 | |||
Total Leases, 2021 | 55 | |||
Total Leases, 2022 | 36 | |||
Total Leases, 2023 | 36 | |||
Total Leases, 2024 | 9 | |||
Total Leases, Total minimum lease payments | 429 | |||
Total Leases, Less amount representing interest | 51 | |||
Total Leases, Present value of net minimum obligations | 378 | |||
Total Leases, Less current obligation under finance and operating leases | 261 | |||
Total Leases, Long-term obligation under finance and operating leases | $ 117 |
Financing (Details Narrative)
Financing (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 09, 2020 | Oct. 21, 2019 | Sep. 18, 2018 | Oct. 31, 2019 | Oct. 02, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 30, 2019 | Dec. 15, 2018 |
Proceeds from related party | $ 1,500 | ||||||||||
Repayment for related party | $ 300 | 892 | |||||||||
Unsecured Promissory Note [Member] | Atlas Sciences, LLC [Member] | |||||||||||
Debt interest rate | 10.00% | ||||||||||
Debt instrument face value | $ 500 | $ 1,300 | 848 | ||||||||
Proceeds from unsecured promissory note | 1,300 | ||||||||||
Debt issuance discount | 88 | 7 | |||||||||
Expenses payable | $ 10 | ||||||||||
Debt instrument term | 12 months | ||||||||||
Maximum monthly redemption | $ 300 | ||||||||||
Default interest rate | 22.00% | ||||||||||
Share issued upon conversion | 153,000 | ||||||||||
Share issued upon conversion, value | $ 531 | ||||||||||
Unamortized debt issuance costs | 1 | ||||||||||
Unsecured Promissory Note [Member] | Subsequent Event [Member] | Atlas Sciences, LLC [Member] | |||||||||||
Share issued upon conversion | 47,000 | ||||||||||
Share issued upon conversion, value | $ 150 | ||||||||||
NovellusDx, Ltd. [Member] | |||||||||||
Due to affiliate | $ 50 | ||||||||||
Conversion price | $ 4.50 | ||||||||||
Debt interest rate | 0.00% | ||||||||||
Debt instrument face value | $ 350 | ||||||||||
NovellusDx, Ltd. [Member] | Subsequent Event [Member] | |||||||||||
Repayment for related party | $ 50 | ||||||||||
Merger Agreement [Member] | NovellusDx, Ltd. [Member] | |||||||||||
Proceeds from related party | $ 1,500 | ||||||||||
Due to affiliate | $ 50 | ||||||||||
Conversion price | $ 18.18 | ||||||||||
Debt interest rate | 10.75% | 21.00% | |||||||||
Settlement Agreement [Member] | NovellusDx, Ltd. [Member] | |||||||||||
Repayment for related party | $ 100 | $ 1,000 | |||||||||
Conversion price | $ 4.50 | ||||||||||
Debt interest rate | 0.00% | ||||||||||
Settlement Agreement [Member] | NovellusDx, Ltd. [Member] | Excess Consideration Note [Member] | |||||||||||
Proceeds from related party | $ 1,000 | ||||||||||
Original Credit Agreement and Merger Agreement [Member] | NovellusDx, Ltd. [Member] | |||||||||||
Line of credit, current | $ 450 |
Financing (Details Narrative) (
Financing (Details Narrative) (10-K) $ / shares in Units, $ in Thousands | Oct. 21, 2019USD ($)$ / shares | Dec. 15, 2018USD ($) | Sep. 18, 2018USD ($)$ / shares | Jul. 17, 2018USD ($)Days$ / shares | Nov. 30, 2019USD ($) | Oct. 31, 2019USD ($) | May 31, 2019USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($)$ / shares | Jun. 30, 2020USD ($)$ / shares | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / shares | Jun. 09, 2020USD ($) | Jun. 20, 2019USD ($) | Apr. 15, 2019USD ($) |
Repayment of convertible debt | $ 1,023 | |||||||||||||||
Proceeds from convertible note | 2,500 | |||||||||||||||
Beneficial conversion feature | $ 1,173 | |||||||||||||||
Convertible price | $ / shares | $ 5.96 | $ 7.20 | ||||||||||||||
Loss on debt extinguishment | $ (31) | $ (256) | $ (256) | |||||||||||||
Number of shares of common stock, value | $ 12 | |||||||||||||||
Amortization of other debt issuance cost | $ 63 | $ 470 | 497 | 226 | ||||||||||||
NovellusDx, Ltd. [Member] | ||||||||||||||||
Principal amount | 350 | |||||||||||||||
Interest rate | 0.00% | |||||||||||||||
Conversion price | $ / shares | $ 4.50 | |||||||||||||||
Merger Agreement [Member] | NovellusDx, Ltd. [Member] | ||||||||||||||||
Proceeds from convertible note | $ 1,500 | |||||||||||||||
Interest rate | 21.00% | 10.75% | ||||||||||||||
Conversion price | $ / shares | $ 18.18 | |||||||||||||||
Beneficial conversion feature | $ 1,200 | 1,200 | 261 | |||||||||||||
Derivatives fair value | 31 | |||||||||||||||
Interest and amortization of beneficial conversion feature, discontinued operations | $ 637 | $ 147 | ||||||||||||||
Effective interest rate | 81.00% | 69.00% | ||||||||||||||
Credit Agreement [Member] | ||||||||||||||||
Principal amount | $ 1,500 | |||||||||||||||
Beneficial conversion feature | 965 | |||||||||||||||
Settlement Agreement [Member] | NovellusDx, Ltd. [Member] | ||||||||||||||||
Repayment of convertible debt | $ 100 | $ 1,000 | ||||||||||||||
Interest rate | 0.00% | |||||||||||||||
Conversion price | $ / shares | $ 4.50 | |||||||||||||||
Debt monthly payments | $ 50 | |||||||||||||||
Gain on troubled debt | $ 258 | |||||||||||||||
Credit and Merger Agreement [Member] | NovellusDx, Ltd. [Member] | ||||||||||||||||
Repayment of convertible debt | 708 | 450 | ||||||||||||||
Convertible Note [Member] | ||||||||||||||||
Beneficial conversion feature | 420 | 347 | ||||||||||||||
Convertible debt | 0 | 2,500 | ||||||||||||||
Unamortized debt issuance costs | $ 136 | $ 8 | ||||||||||||||
Effective interest rate | 70.00% | 40.00% | ||||||||||||||
Amortization of other debt issuance cost | $ 40 | $ 85 | ||||||||||||||
Standstill fees | 202 | |||||||||||||||
Default penalties | 409 | |||||||||||||||
Cost related to reducing the conversion price | $ 547 | |||||||||||||||
Excess Consideration Note [Member] | Settlement Agreement [Member] | NovellusDx, Ltd. [Member] | ||||||||||||||||
Proceeds from convertible note | $ 1,000 | |||||||||||||||
Convertible Debt [Member] | ||||||||||||||||
Convertible debt | $ 409 | |||||||||||||||
Iliad Research and Trading, L.P. [Member] | ||||||||||||||||
Conversion price | $ / shares | $ 6.82 | |||||||||||||||
Convertible debt | 2,700 | |||||||||||||||
Debt convertible amount | $ 350 | |||||||||||||||
Number of shares of common stock | shares | 51,000 | 174,000 | ||||||||||||||
Number of shares of common stock, value | $ 612 | |||||||||||||||
Accrued interest | 439 | |||||||||||||||
Iliad Research and Trading, L.P. [Member] | Discontinuing Operation [Member] | ||||||||||||||||
Loss on debt extinguishment | 328 | |||||||||||||||
Iliad Research and Trading, L.P. [Member] | Convertible Debt [Member] | ||||||||||||||||
Principal amount | $ 2,600 | |||||||||||||||
Repayment of convertible debt | 2,500 | |||||||||||||||
Original issue discount | 100 | |||||||||||||||
Proceeds from convertible note | $ 25 | |||||||||||||||
Debt instrument term | 18 years | |||||||||||||||
Interest rate | 10.00% | |||||||||||||||
Conversion price | $ / shares | $ 24 | $ 6.82 | ||||||||||||||
Trading days | Days | 5 | |||||||||||||||
Beneficial conversion feature | $ 328 | |||||||||||||||
Monthly redemption amount | $ 650 | |||||||||||||||
Debt description | The Conversion Price, or by a combination thereof, subject to certain conditions, including that the stock price is $30.00 per share or higher. At maturity, the Company could pay the outstanding balance in cash, the Company's common stock at the Conversion Price, or by a combination thereof, subject to certain conditions. The Convertible Note provided that in the event of default, the lender may, at its option, elect to increase the outstanding balance applying the default effect (defined as outstanding balance at date of default multiplied by 15% plus outstanding amount) by providing written notice to the Company. In addition, the interest rate increases to 22% upon default. | |||||||||||||||
Derivatives fair value | $ 55 | |||||||||||||||
Convertible debt | $ 1,300 | $ 202 | ||||||||||||||
Convertible price | $ / shares | $ 24 | |||||||||||||||
Debt convertible amount | $ 547 | |||||||||||||||
Conversion percentage | 10.00% | |||||||||||||||
Unamortized debt issuance costs | $ 37 | |||||||||||||||
Loss on debt extinguishment | 584 | |||||||||||||||
Atlas Sciences, LLC [Member] | ||||||||||||||||
Repayment of convertible debt | 1,300 | |||||||||||||||
Atlas Sciences, LLC [Member] | Unsecured Promissory Note [Member] | ||||||||||||||||
Principal amount | 1,300 | $ 848 | $ 500 | |||||||||||||
Original issue discount | $ 88 | 7 | ||||||||||||||
Debt instrument term | 12 months | |||||||||||||||
Interest rate | 10.00% | |||||||||||||||
Unamortized debt issuance costs | $ 1 | |||||||||||||||
Atlas Sciences [Member] | Unsecured Promissory Note [Member] | ||||||||||||||||
Principal amount | 1,300 | |||||||||||||||
Original issue discount | $ 88 | 64 | ||||||||||||||
Debt instrument term | 12 months | |||||||||||||||
Interest rate | 10.00% | |||||||||||||||
Monthly redemption amount | $ 300 | |||||||||||||||
Debt description | 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. | |||||||||||||||
Unamortized debt issuance costs | $ 7 | |||||||||||||||
Notes payable | $ 1,300 | |||||||||||||||
Proceeds from notes payable | 1,300 | |||||||||||||||
Expenses paid by company | $ 10 |
Letter of Credit (Details Narra
Letter of Credit (Details Narrative) (10-K) - USD ($) $ in Thousands | Dec. 31, 2019 | Aug. 31, 2019 |
Letter of credit | $ 350 | |
New Jersey [Member] | ||
Letter of credit | $ 350 | |
Former Landlord [Member] | ||
Letter of credit | $ 350 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) (10-K) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 90 | $ 36 | $ 159 | $ 310 |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) (10-K) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Gross fixed assets | $ 1,053 | $ 894 | |
Less accumulated depreciation | (495) | (336) | |
Net fixed assets | $ 524 | 558 | 558 |
Equipment [Member] | |||
Gross fixed assets | 1,000 | 842 | |
Furniture and Fixtures [Member] | |||
Gross fixed assets | $ 53 | $ 52 |
Patents and Other Intangible _3
Patents and Other Intangible Assets (Details Narrative) (10-K) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 454 | $ 491 |
Patents and Other Intangible _4
Patents and Other Intangible Assets - Schedule of Patents and Other Intangible Assets (Details) (10-K) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Gross patent and other intangible assets | $ 4,196 | $ 4,196 |
Less accumulated amortization | (1,301) | (847) |
Net patent and other intangible assets | 2,895 | 3,349 |
Patents [Member] | ||
Gross patent and other intangible assets | $ 981 | $ 981 |
Weighted-Average Remaining Amortization Period | 3 years | 3 years |
Customer Lists [Member] | ||
Gross patent and other intangible assets | $ 2,738 | $ 2,738 |
Weighted-Average Remaining Amortization Period | 8 years | 8 years |
Trade Names [Member] | ||
Gross patent and other intangible assets | $ 477 | $ 477 |
Weighted-Average Remaining Amortization Period | 8 years | 8 years |
Patents and Other Intangible _5
Patents and Other Intangible Assets - Schedule of Future Amortization of Patents and Other Intangible Assets (Details) (10-K) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 465 | |
2021 | 465 | |
2022 | 424 | |
2023 | 344 | |
2024 | 337 | |
Thereafter | 860 | |
Total | $ 2,895 | $ 3,349 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) (10-K) - USD ($) $ in Thousands | Apr. 04, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Net operating loss carryforward | $ 117,500 | ||||||
Research and development tax credits | 1,800 | ||||||
Income tax (benefit) provision | $ (512) | $ 6 | $ (512) | $ 512 | |||
Research and development expiration dates | Expire in varying amounts between the years 2020 and 2038. | ||||||
Expire Over Time [Member] | |||||||
Net operating loss carryforward | $ 98,900 | ||||||
New Jersey [Member] | |||||||
Net operating loss carryforward | $ 11,600 | 18,200 | |||||
Research and development tax credits | 72 | ||||||
Income tax (benefit) provision | $ 512 | ||||||
Australia [Member] | |||||||
Net operating loss carryforward | $ 2,700 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss from before Income Tax Provision (Details) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (5,619) | $ (19,793) |
Foreign | (1,601) | (580) |
Total | $ (7,220) | $ (20,373) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Benefit) (Details) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||||
Current, State | $ (512) | |||||
Deferred, Federal | 687 | (4,112) | ||||
Deferred, State | 766 | 12 | ||||
Deferred, Foreign | (167) | 52 | ||||
Deferred tax benefits, before valuation allowances | 1,286 | (4,048) | ||||
Change in valuation allowance | (1,286) | 4,048 | ||||
Total deferred | ||||||
Total | $ (512) | $ 6 | $ (512) | $ 512 |
Income Taxes - Schedule of Inom
Income Taxes - Schedule of Inome Tax Benefit and Tax Rate (Details) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||||
Income tax benefit at federal statutory rate | $ (1,516) | $ (4,278) | ||||
State tax provision, net of federal tax benefit | 223 | 226 | ||||
Tax credits | 136 | (60) | ||||
Stock based compensation | 997 | 211 | ||||
Derivative warrants | (30) | (766) | ||||
Change in valuation allowance | (1,286) | 4,048 | ||||
Goodwill impairment | 604 | |||||
Foreign operations | 109 | 508 | ||||
Gain on sale of businesses | 246 | |||||
Other | 5 | 111 | ||||
Income tax (benefit) provision | $ (512) | $ 6 | $ (512) | $ 512 | ||
Income tax benefit at federal statutory rate, percent | 21.00% | 21.00% | ||||
State tax provision, net of federal tax benefit, percent | (3.10%) | (1.10%) | ||||
Tax credits, percent | (1.90%) | 0.30% | ||||
Stock based compensation, percent | (13.80%) | (1.00%) | ||||
Derivative warrants, percent | 0.40% | 3.70% | ||||
Change in valuation allowance, percent | 17.80% | (19.90%) | ||||
Goodwill impairment, percent | (8.40%) | 0.00% | ||||
Foreign operations, percent | (1.50%) | (2.50%) | ||||
Gain on sale of businesses, percent | (3.40%) | 0.00% | ||||
Other, percent | 0.00% | (0.50%) | ||||
Income tax (benefit) provision, percent | 7.10% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) (10-K) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 26,317 | $ 25,999 |
Accruals and reserves | 3,014 | 4,328 |
Stock based compensation | 75 | 1,020 |
Research and development tax credits | 1,800 | 1,936 |
Derivative warrant liability | 17 | 17 |
Investment in joint venture | 161 | 162 |
Other | 6 | 6 |
Total deferred tax assets | 31,390 | 33,468 |
Less valuation allowance | (30,497) | (31,783) |
Net deferred tax assets | 893 | 1,685 |
Fixed assets | (132) | (352) |
Goodwill and intangible assets | (761) | (1,333) |
Net deferred taxes |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) (10-K) - USD ($) $ / shares in Units, $ in Thousands | Dec. 04, 2019 | Jan. 26, 2019 | Jan. 09, 2019 | May 31, 2019 | Dec. 31, 2019 | Jun. 30, 2020 | Dec. 31, 2018 |
Shares issued, price per share | $ 5.96 | $ 7.20 | |||||
Preferred stock, shares authorized | 9,764,000 | 9,764,000 | 9,764,000 | ||||
Preferred stock, shares outstanding | |||||||
Vendor [Member] | |||||||
Number of shares of common stock | 5,000 | ||||||
Shares issued, price per share | $ 7.86 | ||||||
Number of shares authorized to issued, shares | 9,800,000 | ||||||
Underwriting Agreement [Member] | Conversion of Exchanges of Debt into Common Stock [Member] | |||||||
Number of shares converted during period, value | $ 350 | $ 612 | |||||
Number of shares converted during period, shares | 51,000 | 174,000 | |||||
Debt conversion, price per share | $ 6.82 | ||||||
Underwriting Agreement [Member] | H.C. Wainwright & Co., LLC [Member] | |||||||
Number of shares issued during period, shares | 507,000 | 445,000 | |||||
Share offered, price per share | $ 6.90 | $ 6.75 | |||||
Proceeds from offering | $ 3,000 | $ 2,400 | |||||
Offering expenses and discounts | $ 525 | $ 563 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jan. 02, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Stock options issued granted | 20,000 | 20,000 | 29,000 | ||||
Exercise price | $ 5.53 | $ 5.89 | $ 25.20 | ||||
Unrecognized compensation cost related to non-vested stock options granted expect to recognize, period (in years) | 2 years 2 months 5 days | ||||||
Stock-based compensation (benefit) | $ (8) | $ 35 | $ (8) | $ 74 | |||
Restricted Stock [Member] | |||||||
Stock options issued granted | |||||||
Key Employees [Member] | |||||||
Stock options issued granted | 20,000 | ||||||
Vesting period | 12 months | ||||||
Exercise price | $ 5.53 | ||||||
Employees [Member] | |||||||
Unrecognized compensation cost related to non-vested stock options granted | $ 148 | $ 148 | |||||
Unrecognized compensation cost related to non-vested stock options granted expect to recognize, period (in years) | 1 year 9 months 14 days | ||||||
Employees And Directors [Member] | Restricted Stock [Member] | |||||||
Unrecognized compensation cost related to non-vested stock options granted | |||||||
2008 Stock Option Plan and 2011 Equity Incentive Plan [Member] | Maximum [Member] | |||||||
Option granted term | 10 years | 10 years | |||||
2011 Equity Incentive Plan [Member] | |||||||
Shares available for future awards | 25,000 | 25,000 | 33,000 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details Narrative) (10-K) - USD ($) | Jan. 02, 2020 | Jul. 23, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Stock options outstanding | 72,000 | 64,000 | 100,000 | 95,000 | |||
Stock options, issued | 20,000 | 20,000 | 29,000 | ||||
Share price | $ 5.53 | $ 5.89 | $ 25.20 | ||||
Stock option, grant date fair value | $ 4.45 | $ 10.07 | $ 4.32 | $ 17.70 | |||
Unrecognized compensation cost, stock option | $ 177,000 | ||||||
Unrecognized over years | 2 years 2 months 5 days | ||||||
Unrecognized compensation cost, restricted stock | |||||||
Stock-based compensation | $ 107,000 | $ 391,000 | |||||
Non-Employee Directors One [Member] | |||||||
Stock options, issued | 3,000 | ||||||
Share price | $ 4.50 | ||||||
Non-Employee Directors Two [Member] | |||||||
Stock options, issued | 3,000 | ||||||
Share price | $ 4.50 | ||||||
Non-Employee Directors Three [Member] | |||||||
Stock options, issued | 3,000 | ||||||
Share price | $ 4.50 | ||||||
Non-Employee Directors Four [Member] | |||||||
Stock options, issued | 3,000 | ||||||
Share price | $ 4.50 | ||||||
Non-Employee Directors Five [Member] | |||||||
Stock options, issued | 3,000 | ||||||
Share price | $ 4.50 | ||||||
Two Executives [Member] | |||||||
Stock options, issued | 20,000 | ||||||
Share price | $ 5.53 | ||||||
Stock option, grant date fair value | $ 4.45 | ||||||
Two Executives [Member] | Subsequent Event [Member] | |||||||
Stock options, issued | 20,000 | ||||||
Share price | $ 5.53 | ||||||
Stock option, grant date fair value | $ 4.45 | ||||||
2008 Stock Option Plan and 2011 Equity Incentive Plan [Member] | |||||||
Number of shares of common stock | 18,000 | ||||||
2008 Stock Option Plan and 2011 Equity Incentive Plan [Member] | Maximum [Member] | |||||||
Option granted term | 10 years | 10 years | |||||
2011 Equity Incentive Plan [Member] | |||||||
Number of shares of common stock | 105,000 | ||||||
Shares available for future awards | 25,000 | 33,000 | |||||
Stock Option Plans [Member] | |||||||
Stock options outstanding | 1,000 | ||||||
Restricted stock, shares | 12,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |||
Number of Shares, Outstanding, Beinnging Balance | 64,000 | 100,000 | 95,000 |
Number of Shares, Granted | 20,000 | 20,000 | 29,000 |
Number of Shares, Cancelled or expired | (12,000) | (56,000) | (24,000) |
Number of Shares, Outstanding, Ending Balance | 72,000 | 64,000 | 100,000 |
Number of Shares, Exercisable, Ending Balance | 53,000 | 40,000 | |
Weighted-Average Exercise Price, Outstanding, Beinnging Balance | $ 113.63 | $ 173.10 | $ 210 |
Weighted-Average Exercise Price, Granted | 5.53 | 5.89 | 25.20 |
Weighted-Average Exercise Price, Cancelled or expired | 90.93 | 182.37 | 142.20 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | 87.50 | 113.63 | $ 173.10 |
Weighted-Average Exercise Price, Exercisable, Ending Balance | $ 115.12 | $ 170.52 | |
Weighted-Average Remaining Contractual Term, Outstanding, Beinnging Balance (in years) | 7 years 5 months 23 days | 5 years 8 months 12 days | 6 years 11 months 15 days |
Weighted-Average Remaining Contractual Term, Outstanding, Ending Balance (in years) | 7 years 8 months 16 days | 7 years 5 months 23 days | 5 years 8 months 12 days |
Weighted-Average Remaining Contractual Term, Exercisable, Ending Balance (in years) | 7 years 2 months 27 days | 6 years 7 months 17 days | |
Aggregate Intrinsic Value, Outstanding, Beinnging Balance | $ 24 | $ 4 | |
Aggregate Intrinsic Value, Outstanding, Ending Balance | 24 | ||
Aggregate Intrinsic Value, Exercisable, Ending Balance | $ 10 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Details) (10-K) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |||
Number of Shares, Outstanding, Beinnging Balance | 64,000 | 100,000 | 95,000 |
Number of Shares, Granted | 20,000 | 20,000 | 29,000 |
Number of Shares, Cancelled or expired | (12,000) | (56,000) | (24,000) |
Number of Shares, Outstanding, Ending Balance | 72,000 | 64,000 | 100,000 |
Number of Shares, Exercisable, Ending Balance | 53,000 | 40,000 | |
Weighted-Average Exercise Price, Outstanding, Beinnging Balance | $ 113.63 | $ 173.10 | $ 210 |
Weighted-Average Exercise Price, Granted | 5.53 | 5.89 | 25.20 |
Weighted-Average Exercise Price, Cancelled or expired | 90.93 | 182.37 | 142.20 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | 87.50 | 113.63 | $ 173.10 |
Weighted-Average Exercise Price, Exercisable, Ending Balance | $ 115.12 | $ 170.52 | |
Weighted-Average Remaining Contractual Term, Outstanding, Beinnging Balance (in years) | 7 years 5 months 23 days | 5 years 8 months 12 days | 6 years 11 months 15 days |
Weighted-Average Remaining Contractual Term, Outstanding, Ending Balance (in years) | 7 years 8 months 16 days | 7 years 5 months 23 days | 5 years 8 months 12 days |
Weighted-Average Remaining Contractual Term, Exercisable, Ending Balance (in years) | 7 years 2 months 27 days | 6 years 7 months 17 days | |
Aggregate Intrinsic Value, Outstanding, Beinnging Balance | $ 24 | $ 4 | |
Aggregate Intrinsic Value, Outstanding, Ending Balance | 24 | ||
Aggregate Intrinsic Value, Exercisable, Ending Balance | $ 10 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Weighted-average Assumptions Used to Estimate Fair Value of Options Granted (Details) - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||||
Volatility | 110.43% | 90.15% | 93.86% | 77.79% |
Risk free interest rate | 1.68% | 2.54% | 1.95% | 2.88% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Term (years) | 5 years 3 months 8 days | 6 years 3 months 26 days | 5 years 5 months 9 days | 6 years 5 months 12 days |
Weighted-average fair value of options granted during the period | $ 4.45 | $ 10.07 | $ 4.32 | $ 17.70 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Weighted-average Assumptions Used to Estimate Fair Value of Options Granted (Details) (10-K) - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||||
Volatility | 110.43% | 90.15% | 93.86% | 77.79% |
Risk free interest rate | 1.68% | 2.54% | 1.95% | 2.88% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Term (years) | 5 years 3 months 8 days | 6 years 3 months 26 days | 5 years 5 months 9 days | 6 years 5 months 12 days |
Weighted-average fair value of options granted during the period | $ 4.45 | $ 10.07 | $ 4.32 | $ 17.70 |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of Restricted Stock Awards Activity (Details) (10-K) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares, Outstanding, Beginning balance, Non-vested Restricted Stock Awards | 1,000 | 3,000 |
Number of Shares, Vested, Non-vested Restricted Stock Awards | (1,000) | (1,000) |
Number of Shares, Forfeited/cancelled, Non-vested Restricted Stock Awards | (1,000) | |
Number of Shares, Outstanding, Ending balance, Non-vested Restricted Stock Awards | 1,000 | |
Weighted-Average Grant Date Fair Value, Outstanding, Beginning balance, Non-vested Restricted Stock Awards | $ 102.82 | $ 126.30 |
Weighted-Average Grant Date Fair Value, Vested, Non-vested Restricted Stock Awards | 102.82 | 100.80 |
Weighted-Average Grant Date Fair Value, Forfeited/cancelled, Non-vested Restricted Stock Awards | 203.10 | |
Weighted-Average Grant Date Fair Value, Outstanding, Ending balance, Non-vested Restricted Stock Awards | $ 102.82 |
Stock-Based Compensation - Su_6
Stock-Based Compensation - Summary of Effects of Stock-based Compensation Related to Stock Option and Restricted Stock Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Total stock-based compensation related to continuing operations | $ 55 | $ 67 | $ 113 | $ 186 | $ 263 | $ 530 |
Cost of Revenues [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Total stock-based compensation related to continuing operations | 3 | 4 | 7 | 8 | 16 | 16 |
General and Administrative Expense [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Total stock-based compensation related to continuing operations | $ 52 | $ 63 | $ 106 | $ 178 | $ 247 | $ 514 |
Stock-Based Compensation - Su_7
Stock-Based Compensation - Summary of Effects of Stock-based Compensation Related to Stock Option and Restricted Stock Awards (Details) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total stock-based compensation related to continuing operations | $ 55 | $ 67 | $ 113 | $ 186 | $ 263 | $ 530 |
Cost of Revenues [Member] | ||||||
Total stock-based compensation related to continuing operations | 3 | 4 | 7 | 8 | 16 | 16 |
General and Administrative Expense [Member] | ||||||
Total stock-based compensation related to continuing operations | $ 52 | $ 63 | $ 106 | $ 178 | $ 247 | $ 514 |
Warrants (Details Narrative) (1
Warrants (Details Narrative) (10-K) - $ / shares | 1 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2017 | Jun. 30, 2020 | [1] | Jun. 08, 2019 | Jan. 02, 2019 | Dec. 31, 2018 | [2] | |
Reduction of warrant rate | 20.00% | 20.00% | |||||||
Exercise price of warrants | $ 104.18 | $ 104.18 | |||||||
2017 Debt Warrants [Member] | |||||||||
Exercise price of warrants | $ 27.60 | ||||||||
Excercise of warrants, description | 2017 Debt warrants were modified to adjust the exercise price from $84.60 per share to $27.60 per share. | ||||||||
Warrants [Member] | |||||||||
Number of warrants to purchase common stock | 123,000 | ||||||||
Warrants [Member] | |||||||||
Exercise price of warrants | $ 7.43 | ||||||||
Number of warrants to purchase common stock | 31,000 | ||||||||
Warrants [Member] | |||||||||
Exercise price of warrants | $ 7.59 | ||||||||
Number of warrants to purchase common stock | 36,000 | ||||||||
[1] | Weighted-average exercise prices are as of June 30, 2020. | ||||||||
[2] | Weighted average exercise prices are as of December 31, 2019. |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Exercise Price | $ 104.18 | [1] | $ 104.18 | [2] | ||
Warrants Outstanding, Beinning Balance | 279,000 | 336,000 | 336,000 | |||
2020 Warrants Issued | 66,000 | |||||
2020 Warrants Expired | (123,000) | |||||
Warrants Outstanding, Ending Balance | 279,000 | 279,000 | 336,000 | |||
Non-Derivative Warrants [Member] | ||||||
Exercise Price | $ 115.54 | [1] | $ 115.54 | [2] | ||
Warrants Outstanding, Beinning Balance | 213,000 | 147,000 | 132,000 | |||
2020 Warrants Issued | 66,000 | |||||
2020 Warrants Expired | ||||||
Warrants Outstanding, Ending Balance | 213,000 | 213,000 | 147,000 | |||
Non-Derivative Warrants [Member] | Financing One [Member] | ||||||
Exercise Price | $ 300 | $ 300 | ||||
Warrants Outstanding, Beinning Balance | 8,000 | 8,000 | 8,000 | |||
2020 Warrants Issued | ||||||
2020 Warrants Expired | ||||||
Warrants Outstanding, Ending Balance | 8,000 | 8,000 | 8,000 | |||
Non-Derivative Warrants [Member] | Financing Two [Member] | ||||||
Exercise Price | $ 450 | $ 450 | ||||
Warrants Outstanding, Beinning Balance | 9,000 | 9,000 | 9,000 | |||
2020 Warrants Issued | ||||||
2020 Warrants Expired | ||||||
Warrants Outstanding, Ending Balance | 9,000 | 9,000 | 9,000 | |||
Non-Derivative Warrants [Member] | 2015 Offering [Member] | ||||||
Exercise Price | $ 150 | $ 150 | ||||
Warrants Outstanding, Beinning Balance | 115,000 | 115,000 | 115,000 | |||
2020 Warrants Issued | ||||||
2020 Warrants Expired | ||||||
Warrants Outstanding, Ending Balance | 115,000 | 115,000 | 115,000 | |||
Non-Derivative Warrants [Member] | 2017 Debt [Member] | ||||||
Exercise Price | $ 27.60 | $ 27.60 | [3] | |||
Warrants Outstanding, Beinning Balance | 15,000 | 15,000 | ||||
2020 Warrants Issued | ||||||
2020 Warrants Expired | ||||||
Warrants Outstanding, Ending Balance | 15,000 | 15,000 | 15,000 | |||
Non-Derivative Warrants [Member] | 2019 Offering [Member] | ||||||
Exercise Price | $ 7.43 | $ 7.43 | ||||
Warrants Outstanding, Beinning Balance | 31,000 | |||||
2020 Warrants Issued | 31,000 | |||||
2020 Warrants Expired | ||||||
Warrants Outstanding, Ending Balance | 31,000 | 31,000 | ||||
Non-Derivative Warrants [Member] | 2019 Offering [Member] | ||||||
Exercise Price | $ 7.59 | $ 7.59 | ||||
Warrants Outstanding, Beinning Balance | 35,000 | |||||
2020 Warrants Issued | 35,000 | |||||
2020 Warrants Expired | ||||||
Warrants Outstanding, Ending Balance | 35,000 | 35,000 | ||||
Derivative Warrants [Member] | ||||||
Exercise Price | $ 67.50 | [1] | $ 67.50 | [2] | ||
Warrants Outstanding, Beinning Balance | 66,000 | (189,000) | 204,000 | |||
2020 Warrants Issued | ||||||
2020 Warrants Expired | (123,000) | |||||
Warrants Outstanding, Ending Balance | 66,000 | 66,000 | (189,000) | |||
Derivative Warrants [Member] | 2017 Debt [Member] | ||||||
Exercise Price | [3] | $ 27.60 | ||||
Warrants Outstanding, Beinning Balance | 15,000 | |||||
2020 Warrants Issued | ||||||
2020 Warrants Expired | ||||||
Warrants Outstanding, Ending Balance | ||||||
Derivative Warrants [Member] | 2016 Offerings [Member] | ||||||
Exercise Price | $ 67.50 | [4] | $ 67.50 | [5] | ||
Warrants Outstanding, Beinning Balance | 66,000 | 66,000 | 66,000 | |||
2020 Warrants Issued | ||||||
2020 Warrants Expired | ||||||
Warrants Outstanding, Ending Balance | 66,000 | 66,000 | 66,000 | |||
[1] | Weighted-average exercise prices are as of June 30, 2020. | |||||
[2] | Weighted average exercise prices are as of December 31, 2019. | |||||
[3] | These warrants were subject to fair value accounting until the number of shares issuable upon the exercise of the warrants became fixed on April 2, 2018. Effective June 30, 2018, the exercise price was reduced from $84.60 per share to $27.60 per share. See Note 16. | |||||
[4] | These warrants are subject to fair value accounting and contain a contingent net cash settlement feature. See Note 10. | |||||
[5] | These warrants are subject to fair value accounting and contain a contingent net cash settlement feature. See Note 16. |
Warrants - Summary of Warrant_2
Warrants - Summary of Warrant Activity (Details) (10-K) - $ / shares | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Exercise Price | $ 104.18 | [1] | $ 104.18 | [2] | ||
Warrants Outstanding, Beinning Balance | 279,000 | 336,000 | 336,000 | |||
Transfer Between Derivative Warrants and Non-Derivative Warrants | ||||||
2019 Warrants Issued | 66,000 | |||||
2019 Warrants Expired | (123,000) | |||||
Warrants Outstanding, Ending Balance | 279,000 | 279,000 | 336,000 | |||
Non-Derivative Warrants [Member] | ||||||
Exercise Price | $ 115.54 | [1] | $ 115.54 | [2] | ||
Warrants Outstanding, Beinning Balance | 213,000 | 147,000 | 132,000 | |||
Transfer Between Derivative Warrants and Non-Derivative Warrants | 15 | |||||
2019 Warrants Issued | 66,000 | |||||
2019 Warrants Expired | ||||||
Warrants Outstanding, Ending Balance | 213,000 | 213,000 | 147,000 | |||
Non-Derivative Warrants [Member] | Financing One [Member] | ||||||
Exercise Price | $ 300 | $ 300 | ||||
Warrants Outstanding, Beinning Balance | 8,000 | 8,000 | 8,000 | |||
Transfer Between Derivative Warrants and Non-Derivative Warrants | ||||||
2019 Warrants Issued | ||||||
2019 Warrants Expired | ||||||
Warrants Outstanding, Ending Balance | 8,000 | 8,000 | 8,000 | |||
Non-Derivative Warrants [Member] | Financing Two [Member] | ||||||
Exercise Price | $ 450 | $ 450 | ||||
Warrants Outstanding, Beinning Balance | 9,000 | 9,000 | 9,000 | |||
Transfer Between Derivative Warrants and Non-Derivative Warrants | ||||||
2019 Warrants Issued | ||||||
2019 Warrants Expired | ||||||
Warrants Outstanding, Ending Balance | 9,000 | 9,000 | 9,000 | |||
Non-Derivative Warrants [Member] | 2015 Offering [Member] | ||||||
Exercise Price | $ 150 | $ 150 | ||||
Warrants Outstanding, Beinning Balance | 115,000 | 115,000 | 115,000 | |||
Transfer Between Derivative Warrants and Non-Derivative Warrants | ||||||
2019 Warrants Issued | ||||||
2019 Warrants Expired | ||||||
Warrants Outstanding, Ending Balance | 115,000 | 115,000 | 115,000 | |||
Non-Derivative Warrants [Member] | 2017 Debt [Member] | ||||||
Exercise Price | $ 27.60 | $ 27.60 | [3] | |||
Warrants Outstanding, Beinning Balance | 15,000 | 15,000 | ||||
Transfer Between Derivative Warrants and Non-Derivative Warrants | 15,000 | |||||
2019 Warrants Issued | ||||||
2019 Warrants Expired | ||||||
Warrants Outstanding, Ending Balance | 15,000 | 15,000 | 15,000 | |||
Non-Derivative Warrants [Member] | 2019 Offering [Member] | ||||||
Exercise Price | $ 7.43 | $ 7.43 | ||||
Warrants Outstanding, Beinning Balance | 31,000 | |||||
Transfer Between Derivative Warrants and Non-Derivative Warrants | ||||||
2019 Warrants Issued | 31,000 | |||||
2019 Warrants Expired | ||||||
Warrants Outstanding, Ending Balance | 31,000 | 31,000 | ||||
Non-Derivative Warrants [Member] | 2019 Offering [Member] | ||||||
Exercise Price | $ 7.59 | $ 7.59 | ||||
Warrants Outstanding, Beinning Balance | 35,000 | |||||
Transfer Between Derivative Warrants and Non-Derivative Warrants | ||||||
2019 Warrants Issued | 35,000 | |||||
2019 Warrants Expired | ||||||
Warrants Outstanding, Ending Balance | 35,000 | 35,000 | ||||
Derivative Warrants [Member] | ||||||
Exercise Price | $ 67.50 | [1] | $ 67.50 | [2] | ||
Warrants Outstanding, Beinning Balance | 66,000 | (189,000) | 204,000 | |||
Transfer Between Derivative Warrants and Non-Derivative Warrants | (15,000) | |||||
2019 Warrants Issued | ||||||
2019 Warrants Expired | (123,000) | |||||
Warrants Outstanding, Ending Balance | 66,000 | 66,000 | (189,000) | |||
Derivative Warrants [Member] | 2017 Debt [Member] | ||||||
Exercise Price | [3] | $ 27.60 | ||||
Warrants Outstanding, Beinning Balance | 15,000 | |||||
Transfer Between Derivative Warrants and Non-Derivative Warrants | (15,000) | |||||
2019 Warrants Issued | ||||||
2019 Warrants Expired | ||||||
Warrants Outstanding, Ending Balance | ||||||
Derivative Warrants [Member] | 2016 Offerings [Member] | ||||||
Exercise Price | $ 67.50 | [4] | $ 67.50 | [5] | ||
Warrants Outstanding, Beinning Balance | 66,000 | 66,000 | 66,000 | |||
Transfer Between Derivative Warrants and Non-Derivative Warrants | ||||||
2019 Warrants Issued | ||||||
2019 Warrants Expired | ||||||
Warrants Outstanding, Ending Balance | 66,000 | 66,000 | 66,000 | |||
Derivative Warrants [Member] | 2017 Offering [Member] | ||||||
Exercise Price | [5] | $ 70.50 | ||||
Warrants Outstanding, Beinning Balance | 117,000 | 117,000 | ||||
Transfer Between Derivative Warrants and Non-Derivative Warrants | ||||||
2019 Warrants Issued | ||||||
2019 Warrants Expired | (117,000) | |||||
Warrants Outstanding, Ending Balance | 117,000 | |||||
Derivative Warrants [Member] | 2017 Offering [Member] | ||||||
Exercise Price | [5] | $ 75 | ||||
Warrants Outstanding, Beinning Balance | 6,000 | 6,000 | ||||
Transfer Between Derivative Warrants and Non-Derivative Warrants | ||||||
2019 Warrants Issued | ||||||
2019 Warrants Expired | (6) | |||||
Warrants Outstanding, Ending Balance | 6,000 | |||||
[1] | Weighted-average exercise prices are as of June 30, 2020. | |||||
[2] | Weighted average exercise prices are as of December 31, 2019. | |||||
[3] | These warrants were subject to fair value accounting until the number of shares issuable upon the exercise of the warrants became fixed on April 2, 2018. Effective June 30, 2018, the exercise price was reduced from $84.60 per share to $27.60 per share. See Note 16. | |||||
[4] | These warrants are subject to fair value accounting and contain a contingent net cash settlement feature. See Note 10. | |||||
[5] | These warrants are subject to fair value accounting and contain a contingent net cash settlement feature. See Note 16. |
Warrants - Summary of Warrant_3
Warrants - Summary of Warrant Activity (Details) (10-K) (Parenthetical) - $ / shares | 1 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2020 | [1] | Dec. 31, 2018 | [2] | |
Exercise price of warrants | $ 104.18 | $ 104.18 | |||
2017 Debt Warrants [Member] | |||||
Exercise price of warrants | $ 27.60 | ||||
Excercise of warrants, description | 2017 Debt warrants were modified to adjust the exercise price from $84.60 per share to $27.60 per share. | ||||
[1] | Weighted-average exercise prices are as of June 30, 2020. | ||||
[2] | Weighted average exercise prices are as of December 31, 2019. |
Fair Value of Warrants (Details
Fair Value of Warrants (Details Narrative) (10-K) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Stock price, per share | $ 5.96 | $ 7.20 |
Fair Value of Warrants Reclasified to Equity [Member] | ||
Value of company stock on reclassification date | $ 49.50 |
Fair Value of Warrants - Schedu
Fair Value of Warrants - Schedule of Derivative Warrant Liability (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Class of Warrant or Right [Line Items] | |||
Fair value of warrants outstanding, beginning | $ 178 | $ 248 | $ 4,403 |
Change in fair value of warrants | (70) | (3,732) | |
Fair value of warrants outstanding, ending | 178 | 248 | |
2016 Offerings [Member] | |||
Class of Warrant or Right [Line Items] | |||
Fair value of warrants outstanding, beginning | 178 | 225 | 1,929 |
Change in fair value of warrants | (152) | (47) | (1,704) |
Fair value of warrants outstanding, ending | $ 26 | $ 178 | $ 225 |
Fair Value of Warrants - Sche_2
Fair Value of Warrants - Schedule of Derivative Warrant Liability (Details) (10-K) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Class of Warrant or Right [Line Items] | |||
Fair value of warrants outstanding, beginning | $ 178 | $ 248 | $ 4,403 |
Fair value of warrants reclassified to equity | (423) | ||
Change in fair value of warrants | (70) | (3,732) | |
Fair value of warrants outstanding, ending | 178 | 248 | |
2016 Offerings [Member] | |||
Class of Warrant or Right [Line Items] | |||
Fair value of warrants outstanding, beginning | 178 | 225 | 1,929 |
Fair value of warrants reclassified to equity | |||
Change in fair value of warrants | (152) | (47) | (1,704) |
Fair value of warrants outstanding, ending | 26 | 178 | 225 |
2017 Debt [Member] | |||
Class of Warrant or Right [Line Items] | |||
Fair value of warrants outstanding, beginning | 501 | ||
Fair value of warrants reclassified to equity | (423) | ||
Change in fair value of warrants | (78) | ||
Fair value of warrants outstanding, ending | |||
2017 Offering [Member] | |||
Class of Warrant or Right [Line Items] | |||
Fair value of warrants outstanding, beginning | 23 | 1,973 | |
Fair value of warrants reclassified to equity | |||
Change in fair value of warrants | (23) | (1,950) | |
Fair value of warrants outstanding, ending | $ 23 |
Fair Value of Warrants - Summar
Fair Value of Warrants - Summary of Assumptions Used in Computing Fair Value of Derivative Warrants (Details) | Jun. 30, 2020$ / shares | Dec. 31, 2019$ / shares | Dec. 31, 2018$ / shares | ||
Class of Warrant or Right [Line Items] | |||||
Exercise price (usd per share) | $ 104.18 | [1] | $ 104.18 | [2] | |
2016 Offerings [Member] | Exercise Price [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Exercise price (usd per share) | $ 67.50 | $ 67.50 | $ 67.50 | ||
2016 Offerings [Member] | Expected Life (Years) [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Expected life (years) | 1 year 6 months 29 days | 2 years 29 days | 3 years 29 days | ||
2016 Offerings [Member] | Expected Volatility [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Measurement input assumption (as a percent) | 157.09 | 150.69 | 100.51 | ||
2016 Offerings [Member] | Risk-free Interest Rate [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Measurement input assumption (as a percent) | 0.16 | 1.58 | 2.46 | ||
2016 Offerings [Member] | Expected Dividend Yield [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Measurement input assumption (as a percent) | 0 | 0 | 0 | ||
[1] | Weighted-average exercise prices are as of June 30, 2020. | ||||
[2] | Weighted average exercise prices are as of December 31, 2019. |
Fair Value of Warrants - Summ_2
Fair Value of Warrants - Summary of Assumptions Used in Computing Fair Value of Derivative Warrants (Details) (10-K) | Jun. 30, 2020$ / shares | Dec. 31, 2019$ / shares | Dec. 31, 2018$ / shares | ||
Class of Warrant or Right [Line Items] | |||||
Exercise price (usd per share) | $ 104.18 | [1] | $ 104.18 | [2] | |
2016 Offerings [Member] | Exercise Price [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Exercise price (usd per share) | $ 67.50 | $ 67.50 | $ 67.50 | ||
2016 Offerings [Member] | Expected Life (Years) [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Expected life (years) | 1 year 6 months 29 days | 2 years 29 days | 3 years 29 days | ||
2016 Offerings [Member] | Expected Volatility [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Measurement input assumption (as a percent) | 157.09 | 150.69 | 100.51 | ||
2016 Offerings [Member] | Risk-free Interest Rate [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Measurement input assumption (as a percent) | 0.16 | 1.58 | 2.46 | ||
2016 Offerings [Member] | Expected Dividend Yield [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Measurement input assumption (as a percent) | 0 | 0 | 0 | ||
2017 Debt [Member] | Exercise Price [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Exercise price (usd per share) | $ 84.60 | ||||
2017 Debt [Member] | Expected Life (Years) [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Expected life (years) | 5 years 11 months 19 days | ||||
2017 Debt [Member] | Expected Volatility [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Measurement input assumption (as a percent) | 73.40 | ||||
2017 Debt [Member] | Risk-free Interest Rate [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Measurement input assumption (as a percent) | 2.55 | ||||
2017 Debt [Member] | Expected Dividend Yield [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Measurement input assumption (as a percent) | 0 | ||||
2017 Offering [Member] | Exercise Price [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Exercise price (usd per share) | $ 70.80 | ||||
2017 Offering [Member] | Expected Life (Years) [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Expected life (years) | 5 months 9 days | ||||
2017 Offering [Member] | Expected Volatility [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Measurement input assumption (as a percent) | 172.5 | ||||
2017 Offering [Member] | Risk-free Interest Rate [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Measurement input assumption (as a percent) | 2.56 | ||||
2017 Offering [Member] | Expected Dividend Yield [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Measurement input assumption (as a percent) | 0 | ||||
[1] | Weighted-average exercise prices are as of June 30, 2020. | ||||
[2] | Weighted average exercise prices are as of December 31, 2019. |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Shares issued, price per share | $ 5.96 | $ 7.20 | |||||
Gain due to change in value of note payable | $ (7) | $ (4) | $ (7) | $ (4) | $ (136) | ||
VenturEast [Member] | |||||||
Stock issued during period shares | 3,000 | 3,000 | |||||
Shares issued, price per share | $ 4.20 | $ 4.20 | |||||
Stock issued during period shares, value | $ 50 | ||||||
Gain due to change in value of note payable | $ 0 | 7 | 4 | 7 | $ 136 | $ 4 | |
Gain (loss) on derivative due to change in stock price | $ 25 | $ 206 | $ 152 | $ 199 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details Narrative) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Gains recognized | $ (7) | $ (4) | $ (7) | $ (4) | $ (136) | ||
VenturEast [Member] | |||||||
Stock issued during period shares | 3,000 | 3,000 | |||||
Gains recognized | $ 0 | $ 7 | $ 4 | $ 7 | $ 136 | $ 4 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total assets fair value | $ 788 | $ 1,103 | ||
Total liabilities fair value | 26 | 194 | $ 354 | |
Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total assets fair value | ||||
Total liabilities fair value | ||||
Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total assets fair value | ||||
Total liabilities fair value | ||||
Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total assets fair value | 788 | 1,103 | ||
Total liabilities fair value | 26 | 194 | 354 | |
Earn-Out [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total liabilities fair value | ||||
Earn-Out [Member] | siParadigm [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total assets fair value | 788 | 1,103 | ||
Earn-Out [Member] | siParadigm [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total assets fair value | ||||
Earn-Out [Member] | siParadigm [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total assets fair value | ||||
Earn-Out [Member] | siParadigm [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total assets fair value | 788 | 1,103 | ||
Warrant [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total liabilities fair value | 26 | 178 | 248 | |
Warrant [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total liabilities fair value | ||||
Warrant [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total liabilities fair value | ||||
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total liabilities fair value | $ 26 | 178 | 248 | $ 4,403 |
Notes Payable [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total liabilities fair value | 16 | 20 | ||
Notes Payable [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total liabilities fair value | ||||
Notes Payable [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total liabilities fair value | ||||
Notes Payable [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total liabilities fair value | $ 16 | $ 20 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Financial Liabilities Measured at Fair Value on Recurring Basis (Details) (10-K) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Total assets fair value | $ 788 | $ 1,103 | ||
Total liabilities fair value | 26 | 194 | $ 354 | |
Fair Value, Inputs, Level 1 [Member] | ||||
Total assets fair value | ||||
Total liabilities fair value | ||||
Fair Value, Inputs, Level 2 [Member] | ||||
Total assets fair value | ||||
Total liabilities fair value | ||||
Fair Value, Inputs, Level 3 [Member] | ||||
Total assets fair value | 788 | 1,103 | ||
Total liabilities fair value | 26 | 194 | 354 | |
Earn-Out [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Total liabilities fair value | ||||
Earn-Out [Member] | siParadigm [Member] | ||||
Total assets fair value | 788 | 1,103 | ||
Earn-Out [Member] | siParadigm [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Total assets fair value | ||||
Earn-Out [Member] | siParadigm [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Total assets fair value | ||||
Earn-Out [Member] | siParadigm [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Total assets fair value | 788 | 1,103 | ||
Warrant [Member] | ||||
Total liabilities fair value | 26 | 178 | 248 | |
Warrant [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Total liabilities fair value | ||||
Warrant [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Total liabilities fair value | ||||
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Total liabilities fair value | $ 26 | 178 | 248 | $ 4,403 |
Notes Payable [Member] | ||||
Total liabilities fair value | 16 | 20 | ||
Notes Payable [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Total liabilities fair value | ||||
Notes Payable [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Total liabilities fair value | ||||
Notes Payable [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Total liabilities fair value | 16 | 20 | ||
Other Derivatives [Member] | ||||
Total liabilities fair value | 86 | |||
Other Derivatives [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Total liabilities fair value | ||||
Other Derivatives [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Total liabilities fair value | ||||
Other Derivatives [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Total liabilities fair value | $ 86 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Notes Payable of Business Acquisition and Warrant Liability (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value at Beginning Balance | $ 194 | $ 354 | |
Fair value at Ending Balance | 26 | 194 | $ 354 |
Warrant [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value at Beginning Balance | 178 | 248 | |
Fair value at Ending Balance | 26 | 178 | 248 |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value at Beginning Balance | 194 | 354 | |
Fair value at Ending Balance | 26 | 194 | 354 |
Fair Value, Inputs, Level 3 [Member] | Earn-Out [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets fair value at January 1, 2020 | 1,103 | ||
Receipts received during period | (250) | (338) | |
Change in fair value | (65) | (935) | |
Settlement of liability | |||
Assets fair value at June 30, 2020 | 788 | 1,103 | |
Fair value at Beginning Balance | |||
Fair value at Ending Balance | |||
Fair Value, Inputs, Level 3 [Member] | Notes Payable, Other Payables [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value at Beginning Balance | 16 | 20 | 156 |
Receipts received during period | |||
Change in fair value | (4) | 4 | 136 |
Settlement of liability | (12) | ||
Fair value at Ending Balance | 16 | 20 | |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value at Beginning Balance | 178 | 248 | 4,403 |
Receipts received during period | |||
Change in fair value | (152) | 70 | 3,732 |
Settlement of liability | |||
Fair value at Ending Balance | $ 26 | $ 178 | $ 248 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value Notes Payable of Business Acquisition and Warrant Liability (Details) (10-K) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair value at Beginning Balance | $ 194 | $ 354 | |
Fair value at Ending Balance | 26 | 194 | $ 354 |
Warrant [Member] | |||
Fair value at Beginning Balance | 178 | 248 | |
Fair value at Ending Balance | 26 | 178 | 248 |
Other Derivatives [Member] | |||
Fair value at Beginning Balance | 86 | ||
Fair value at Ending Balance | 86 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Fair value at Beginning Balance | 194 | 354 | |
Fair value at Ending Balance | 26 | 194 | 354 |
Fair Value, Inputs, Level 3 [Member] | Earn-Out [Member] | |||
Assets fair value at January 1, 2020 | 1,103 | ||
Change in fair value | (65) | (935) | |
Fair value of warrants reclassified to equity | |||
Fair value of certain default provisions | |||
Fair value at issuance | 2,376 | ||
Receipts received during period | (250) | (338) | |
Assets fair value at June 30, 2020 | 788 | 1,103 | |
Fair value at Beginning Balance | |||
Fair value at Ending Balance | |||
Fair Value, Inputs, Level 3 [Member] | Notes Payable, Other Payables [Member] | |||
Fair value at Beginning Balance | 16 | 20 | 156 |
Change in fair value | 4 | (4) | (136) |
Fair value of warrants reclassified to equity | |||
Fair value of certain default provisions | |||
Fair value at issuance | |||
Receipts received during period | |||
Fair value at Ending Balance | 16 | 20 | |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | |||
Fair value at Beginning Balance | 178 | 248 | 4,403 |
Change in fair value | 152 | (70) | (3,732) |
Fair value of warrants reclassified to equity | (423) | ||
Fair value of certain default provisions | |||
Fair value at issuance | |||
Receipts received during period | |||
Fair value at Ending Balance | 26 | 178 | 248 |
Fair Value, Inputs, Level 3 [Member] | Other Derivatives [Member] | |||
Fair value at Beginning Balance | 86 | ||
Change in fair value | (86) | ||
Fair value of warrants reclassified to equity | |||
Fair value of certain default provisions | 86 | ||
Fair value at issuance | |||
Receipts received during period | |||
Fair value at Ending Balance | $ 86 |
Joint Venture Agreement (Detail
Joint Venture Agreement (Details Narrative) - USD ($) $ in Thousands | Apr. 30, 2020 | May 31, 2013 | Jun. 30, 2020 | Jun. 30, 2019 | Feb. 14, 2020 |
Net receivable due from JV | $ 10 | ||||
Proceeds from divestiture of JV | $ 36 | ||||
Joint Venture [Member] | |||||
Due from JV | $ 92 | ||||
Proceeds from divestiture of JV | $ 36 | ||||
Affiliation Agreement [Member] | Mayo [Member] | Joint Venture [Member] | |||||
Aggregate capital contributions | $ 6,000 | ||||
Investment in joint venture | 2,000 | ||||
Fair value of capital contribution in joint venture | $ 6,000 |
Joint Venture Agreement (Deta_2
Joint Venture Agreement (Details Narrative) (10-K) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Apr. 30, 2020 | Oct. 31, 2013 | Nov. 30, 2011 | Mar. 31, 2020 | Sep. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2020 | Jun. 30, 2019 | Feb. 14, 2020 | Dec. 31, 2018 | |
Number of shares of common stock, value | $ 12 | |||||||||
Proceeds from divestiture of JV | $ 36 | |||||||||
Affiliation Agreement [Member] | Medical Education and Research [Member] | ||||||||||
Capital contribution | $ 1,000 | $ 4,000 | $ 1,000 | $ 231 | ||||||
Number of shares of common stock | 10,000 | |||||||||
Number of shares of common stock, value | $ 175 | |||||||||
Fair value of capital contribution in joint venture | $ 6,000 | |||||||||
Due from JV | $ 89 | $ 150 | ||||||||
Proceeds from divestiture of JV | $ 36 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - $ / shares | Jan. 31, 2019 | Jan. 14, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Shares issued, price per share | $ 5.96 | $ 7.20 | ||
John Pappajohn [Member] | IPO [Member] | ||||
Number of shares of common stock | 33,000 | 33,000 | ||
Shares issued, price per share | $ 6.90 | $ 6.75 | ||
John Roberts [Member] | IPO [Member] | ||||
Number of shares of common stock | 6,000 | 3,000 | ||
Shares issued, price per share | $ 6.90 | $ 6.75 | ||
Geoffrey Harris [Member] | IPO [Member] | ||||
Number of shares of common stock | 3,000 | |||
Shares issued, price per share | $ 6.75 | |||
Edmund Cannon [Member] | IPO [Member] | ||||
Number of shares of common stock | 1,000 | |||
Shares issued, price per share | $ 6.90 | |||
M. Glenn Miles [Member] | IPO [Member] | ||||
Number of shares of common stock | 5,000 | |||
Shares issued, price per share | $ 6.90 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) (10-K) - USD ($) $ / shares in Units, $ in Thousands | Jan. 02, 2020 | Jul. 23, 2019 | Jan. 31, 2019 | Jan. 14, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 31, 2018 | Dec. 31, 2017 | ||
Accrued liabilities | $ 0 | $ 70 | |||||||||
Warrants outstanding | 279,000 | 279,000 | 336,000 | 336,000 | |||||||
Warrant exercise price | $ 104.18 | [1] | $ 104.18 | [2] | |||||||
Stock options issued granted | 20,000 | 20,000 | 29,000 | ||||||||
Shares issued, price per share | $ 5.96 | $ 7.20 | |||||||||
Exercise price | $ 5.53 | $ 5.89 | $ 25.20 | ||||||||
John Pappajohn [Member] | IPO [Member] | |||||||||||
Stock options issued granted | 33,000 | 33,000 | |||||||||
Shares issued, price per share | $ 6.90 | $ 6.75 | |||||||||
John Roberts [Member] | IPO [Member] | |||||||||||
Stock options issued granted | 6,000 | 3,000 | |||||||||
Shares issued, price per share | $ 6.90 | $ 6.75 | |||||||||
Geoffrey Harris [Member] | IPO [Member] | |||||||||||
Stock options issued granted | 3,000 | ||||||||||
Shares issued, price per share | $ 6.75 | ||||||||||
Edmund Cannon [Member] | IPO [Member] | |||||||||||
Stock options issued granted | 1,000 | ||||||||||
Shares issued, price per share | $ 6.90 | ||||||||||
M. Glenn Miles [Member] | IPO [Member] | |||||||||||
Stock options issued granted | 5,000 | ||||||||||
Shares issued, price per share | $ 6.90 | ||||||||||
John Pappajohn [Member] | |||||||||||
Warrants outstanding | 18,000 | 18,000 | |||||||||
Warrant exercise price | $ 280.14 | $ 280.14 | |||||||||
Five Non-Employee Directors [Member] | |||||||||||
Stock options issued granted | 3,000 | ||||||||||
Exercise price | $ 4.50 | ||||||||||
Option grants | $ 263 | ||||||||||
M. Glenn Miles and Ralf Brandt [Member] | |||||||||||
Stock options issued granted | 10,000 | ||||||||||
Exercise price | $ 5.53 | ||||||||||
Consulting Agreement [Member] | |||||||||||
Related party expenses | $ 80 | ||||||||||
Consulting Agreement [Member] | Equity Dynamics, Inc. [Member] | John Pappajohn [Member] | |||||||||||
Received monthly fee | $ 10 | ||||||||||
[1] | Weighted-average exercise prices are as of June 30, 2020. | ||||||||||
[2] | Weighted average exercise prices are as of December 31, 2019. |
Sale of Net Operating Losses (D
Sale of Net Operating Losses (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Apr. 04, 2019 | |
Income Tax Contingency [Line Items] | ||
Income tax expense (benefit) | $ (512) | |
New Jersey Division of Taxation [Member] | ||
Income Tax Contingency [Line Items] | ||
Net operating losses | $ 11,638,516 | |
Net operating losses, research and development tax credits | $ 71,968 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Atlas Sciences [Member] - Subsequent Event [Member] $ in Thousands | Jul. 22, 2020USD ($)shares |
Share issued upon conversion of debt, shares | shares | 47,000 |
Share issued upon conversion of debt | $ | $ 150 |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative) (10-K) - USD ($) $ / shares in Units, $ in Thousands | Jan. 02, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Initial payment for joint venture | $ 36 | ||||||
Stock options issued granted | 20,000 | 20,000 | 29,000 | ||||
Exercise price | $ 5.53 | $ 5.89 | $ 25.20 | ||||
Grant date fair value | $ 4.45 | $ 10.07 | $ 4.32 | $ 17.70 | |||
Two Executives [Member] | |||||||
Stock options issued granted | 20,000 | ||||||
Exercise price | $ 5.53 | ||||||
Grant date fair value | $ 4.45 | ||||||
Dissolution of Joint Venture [Member] | |||||||
Distribution from the JV | $ 89 | ||||||
Initial payment for joint venture | $ 36 | ||||||
Settlement Agreement [Member] | VenturEast [Member] | |||||||
Stock issued during the period, restricted shares | 3,000 | ||||||
Business combination consideration transferred payment per transaction | $ 50 | ||||||
Settlement Agreement [Member] | VenturEast [Member] | Two Lump Sum [Member] | |||||||
Payments to acquire business gross | $ 100 |