Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 02, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | BIOLIFE SOLUTIONS INC | |
Entity Central Index Key | 834,365 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | BLFS | |
Entity Common Stock, Shares Outstanding | 13,630,490 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 2,830,541 | $ 1,405,826 |
Accounts receivable, trade, net of allowance for doubtful accounts of $6,575 and $0 at September 30, 2017 and December 31, 2016, respectively | 1,355,115 | 1,193,646 |
Inventories | 1,861,058 | 1,757,784 |
Prepaid expenses and other current assets | 320,318 | 270,814 |
Total current assets | 6,367,032 | 4,628,070 |
Property and equipment | ||
Leasehold improvements | 1,284,491 | 1,284,491 |
Furniture and computer equipment | 681,096 | 650,912 |
Manufacturing and other equipment | 1,075,049 | 922,220 |
Subtotal | 3,040,636 | 2,857,623 |
Less: Accumulated depreciation | (1,930,140) | (1,670,245) |
Net property and equipment | 1,110,496 | 1,187,378 |
Investment in SAVSU | 1,367,792 | 2,075,000 |
Long term deposits | 36,166 | 36,166 |
Total assets | 8,881,486 | 7,926,614 |
Current liabilities | ||
Accounts payable | 420,387 | 710,719 |
Accrued expenses and other current liabilities | 170,419 | 116,399 |
Accrued compensation | 368,321 | 175,829 |
Deferred rent | 130,216 | 130,216 |
Total current liabilities | 1,089,343 | 1,133,163 |
Deferred rent, long-term | 526,365 | 685,450 |
Promissory note payable to related party, net of discount of $155,996 at December 31, 2016 | 0 | 2,844,004 |
Accrued interest, related party | 0 | 97,857 |
Other long-term liabilities | 51,235 | 0 |
Total liabilities | 1,666,943 | 4,760,474 |
Commitments and contingencies (Note 8) | ||
Shareholders’ equity | ||
Preferred stock, $0.001 par value; 1,000,000 shares authorized, Series A, 4,250 shares designated, and 4,250 and 0 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 4 | 0 |
Common stock, $0.001 par value; 150,000,000 shares authorized, 13,333,297 and 12,863,824 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 13,333 | 12,864 |
Additional paid-in capital | 80,494,953 | 74,355,645 |
Accumulated deficit | (73,293,747) | (71,202,369) |
Total shareholders’ equity | 7,214,543 | 3,166,140 |
Total liabilities and shareholders’ equity | $ 8,881,486 | $ 7,926,614 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Accounts receivable allowances | $ 6,575 | $ 0 |
Debt Instrument, Unamortized Discount, Noncurrent | $ 155,996 | |
Preferred Stock, No Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 4,250 | 0 |
Preferred Stock, Shares Outstanding | 4,250 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 150,000,000 | 150,000,000 |
Common stock, issued | 13,333,297 | 12,863,824 |
Common stock, outstanding | 13,333,297 | 12,863,824 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Product sales | $ 2,963,411 | $ 2,135,197 | $ 7,887,377 | $ 5,977,202 |
Cost of product sales | 1,095,724 | 920,935 | 2,980,965 | 2,564,775 |
Gross profit | 1,867,687 | 1,214,262 | 4,906,412 | 3,412,427 |
Operating expenses | ||||
Research and development | 293,093 | 496,874 | 898,451 | 1,600,144 |
Sales and marketing | 488,688 | 816,025 | 1,547,087 | 2,399,131 |
General and administrative | 1,118,251 | 1,039,223 | 3,298,461 | 3,637,333 |
Total operating expenses | 1,900,032 | 2,352,122 | 5,743,999 | 7,636,608 |
Operating loss | (32,345) | (1,137,860) | (837,587) | (4,224,181) |
Other income (expenses), net | ||||
Interest income | 103 | 30 | 227 | 2,394 |
Loss on disposal of property and equipment | 0 | (1,213) | 0 | (1,213) |
Interest expense | (1,077) | (33,334) | (188,992) | (41,667) |
Amortization of debt discount | 0 | (93,598) | (155,996) | (124,797) |
Write-off of deferred financing costs | (67,664) | 0 | (67,664) | (86,736) |
Loss from equity-method investment in SAVSU | (217,735) | 0 | (707,208) | 0 |
Total other income (expenses), net | (286,373) | (128,115) | (1,119,633) | (252,019) |
Net loss | (318,718) | (1,265,975) | (1,957,220) | (4,476,200) |
Net loss attributable to non-controlling interest | 0 | 296,974 | 0 | 924,288 |
Net loss attributable to BioLife Solutions, Inc. | (318,718) | (969,001) | (1,957,220) | (3,551,912) |
Less: Preferred stock dividends | (106,250) | 0 | (106,250) | 0 |
Net loss attributable to common stockholders | $ (424,968) | $ (969,001) | $ (2,063,470) | $ (3,551,912) |
Basic and diluted net loss per common share attributable to BioLife Solutions, Inc. (in dollars per share) | $ (0.03) | $ (0.08) | $ (0.16) | $ (0.28) |
Basic and diluted weighted average common shares used to calculate net loss per common share (in shares) | 13,238,248 | 12,699,419 | 13,102,238 | 12,575,560 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net loss | $ (318,718) | $ (1,265,975) | $ (1,957,220) | $ (4,476,200) |
Other comprehensive income | ||||
Unrealized gain on available-for-sale investments | 0 | 0 | 0 | 451 |
Total other comprehensive income | 0 | 0 | 0 | 451 |
Comprehensive loss | (318,718) | (1,265,975) | (1,957,220) | (4,475,749) |
Comprehensive loss attributable to non- Controlling interest | 0 | 296,974 | 0 | 924,288 |
Comprehensive loss attributable to BioLife Solutions, Inc. | $ (318,718) | $ (969,001) | $ (1,957,220) | $ (3,551,461) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (1,957,220) | $ (4,476,200) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 259,895 | 276,346 |
Loss on disposal of property and equipment | 0 | 1,213 |
Stock-based compensation expense | 957,711 | 583,847 |
Stock issued for services | 71,250 | 0 |
Write-off of deferred financing costs | 67,664 | 86,736 |
Amortization of deferred rent related to lease incentives | (95,249) | (95,248) |
Amortization of debt discount | 155,996 | 124,797 |
Accretion and amortization on available for sale investments | 0 | 1,792 |
Loss from equity-method investment in SAVSU | 707,208 | 0 |
(Increase) Decrease in | ||
Accounts receivable, trade | (159,851) | (381,717) |
Inventories | (103,274) | (69,124) |
Prepaid expenses and other current assets | (101,479) | (29,692) |
Increase (Decrease) in | ||
Accounts payable | (227,732) | 361,900 |
Accrued compensation and other current liabilities | 138,885 | (107,586) |
Accrued interest | 152,143 | 39,524 |
Deferred rent | (63,836) | 24,541 |
Net cash used in operating activities | (197,889) | (3,658,871) |
Cash flows from investing activities | ||
Sales of available-for-sale investments | 0 | 1,650,000 |
Costs associated with internal use software development | 0 | (857,453) |
Purchase of property and equipment | (91,443) | (130,118) |
Net cash provided by (used in) investing activities | (91,443) | 662,429 |
Cash flows from financing activities | ||
Proceeds from related party debt | 1,000,000 | 2,000,000 |
Payments on equipment loan | (10,628) | 0 |
Payments on capital lease obligations | (7,631) | 0 |
Payments related to preferred stock issuance | (9,303) | 0 |
Proceeds from exercise of common stock options and warrants | 784,273 | 278,503 |
Deferred costs related to potential stock issuance | (42,664) | (86,736) |
Net cash provided by financing activities | 1,714,047 | 2,191,767 |
Net increase (decrease) in cash and cash equivalents | 1,424,715 | (804,675) |
Cash and cash equivalents - beginning of period | 1,405,826 | 2,173,258 |
Cash and cash equivalents - end of period | 2,830,541 | 1,368,583 |
Non-cash investing and financing activities | ||
Costs incurred for capitalized internal use software not paid as of quarter end (amounts are included in liabilities) | 0 | 109,500 |
Stock issued for services provided in prior period included in liabilities at year-end | 35,624 | 0 |
Preferred stock dividends accrued | 106,250 | 0 |
Capital lease obligations incurred for purchases of equipment | 52,327 | 0 |
Purchase of equipment with debt | 39,243 | 0 |
Debt discount related to warrants | 0 | 374,390 |
Series A Preferred Stock [Member] | ||
Non-cash investing and financing activities | ||
Preferred stock issued on conversion of related party note payable and accrued interest | $ 4,250,000 | $ 0 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Organization and Significant Accounting Policies | 1. Organization and Significant Accounting Policies BioLife Solutions, Inc. (“BioLife,” “us,” “we,” “our,” or the “Company”) is a developer, manufacturer and marketer of proprietary clinical grade cell and tissue hypothermic storage and cryopreservation freeze media. Our proprietary HypoThermosol® and CryoStor® platform of solutions are highly valued in the biobanking, drug discovery, and regenerative medicine markets. Our biopreservation media products are serum-free and protein-free, fully defined, and are formulated to reduce preservation-induced cell damage and death. Our enabling technology provides commercial companies and clinical researchers significant improvement in shelf life and post-preservation viability and function of cells, tissues, and organs. Additionally, for our direct, distributor, and contract customers, we perform custom formulation, fill, and finish services. We have prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Pursuant to these rules and regulations, we have condensed or omitted certain information and footnote disclosures we normally include in our annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In management’s opinion, we have made all adjustments (consisting only of normal, recurring adjustments) necessary to fairly present our financial position, results of operations and cash flows. Our interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full year. These consolidated financial statements and accompanying notes should be read in conjunction with the financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2016 on file with the SEC. There have been no material changes to our significant accounting policies as compared to the significant accounting policies described in the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2016. The consolidated financial statements for the three and nine months ended September 30, 2016 include the accounts of the Company and its majority-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. The subsidiary was deconsolidated as of December 31, 2016 and thus the financial statements for the three and nine months ended September 30, 2017 only include accounts of the Company. We account for our 45% ownership in SAVSU using the equity method of accounting. This method states that if the investment provides us the ability to exercise significant influence, but not control, over the investee, we account for the investment under the equity method. Significant influence is generally deemed to exist if the Company’s ownership interest in the voting stock of the investee ranges between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment is recorded at its initial carrying value in the consolidated balance sheet and is periodically adjusted for capital contributions, dividends received and our share of the investee’s earnings or losses together with other-than-temporary impairments which are recorded as a component of other income (expense), net in the consolidated statements of operations. For the three and nine months ended September 30, 2017, SAVSU’s net loss totaled $ 483,855 1,571,573 217,735 707,208 In the three and nine months ended September 30, 2017, we derived approximately 22 12 45 Revenue from customers located in foreign countries represented 16 17 15 18 In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15). The updated guidance clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. Adoption of ASU 2016-15 is required for fiscal reporting periods beginning after December 15, 2017, including interim reporting periods within those fiscal years with early adoption being permitted. We do not expect the adoption of ASU 2016-15 to have a material impact on our financial statements. In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU-2016-09). The updated guidance simplifies and changes how companies account for certain aspects of share-based payment awards to employees, including accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of certain items in the statement of cash flows. The Company adopted ASU-2016-09 at the beginning of the first quarter of 2017. Due to the adoption of ASU 2016-09 an accounting policy change was made to account for forfeitures as they occur and not estimated. No other material changes resulted from adopting ASU 2016-09. We used the modified retrospective method for this adoption. Accumulative deficit BALANCE, December 31, 2016 $ (71,202,369) Cumulative-effect adjustment resulting from adoption of ASU 2016-09 (27,908) Preferred dividends declared (106,250) Net loss (1,957,220) BALANCE, September 30, 2017 $ (73,293,747) In February 2016, FASB issued Accounting Standards Update No. 2016-02, Leases: Topic 842 (ASU 2016-02) that replaces existing lease guidance. The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet. Under the new guidance, leases will continue to be classified as either finance or operating, with classification affecting the pattern of expense recognition in the Consolidated Statements of Operations. Lessor accounting is largely unchanged under ASU 2016-02. Adoption of ASU 2016-02 is required for fiscal reporting periods beginning after December 15, 2018, including interim reporting periods within those fiscal years with early adoption being permitted. The new standard is required to be applied with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. While the Company expects adoption of ASU 2016-02 to lead to a material increase in the assets and liabilities recorded on its Consolidated Balance Sheet, the Company is still evaluating the overall impact on its consolidated financial statements. In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities: Topic 825 (ASU 2016-01). The updated guidance enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. Adoption of ASU 2016-01 is required for fiscal reporting periods beginning after December 15, 2017, including interim reporting periods within those fiscal years. The Company does not expect adoption of ASU 2016-01 to have a material impact on its financial statements. In November 2015, FASB issued Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes: Topic 740 (ASU 2015-17). Current GAAP requires the deferred taxes for each jurisdiction to be presented as a net current asset or liability and net noncurrent asset or liability. This requires a jurisdiction-by-jurisdiction analysis based on the classification of the assets and liabilities to which the underlying temporary differences relate, or, in the case of loss or credit carryforwards, based on the period in which the attribute is expected to be realized. Any valuation allowance is then required to be allocated on a pro rata basis, by jurisdiction, between current and noncurrent deferred tax assets. The new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. The guidance does not change the existing requirement that only permits offsetting within a jurisdiction. The Company adopted ASU-2015-17 at the beginning of the first quarter of 2017 which had no significant impact on the financial statements as the net deferred tax assets are fully reserved. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory: Topic 330 (ASU 2015-11). Topic 330 currently requires an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. ASU 2015-11 requires that inventory measured using either the first-in, first-out (FIFO) or average cost method be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company adopted ASU-2015-11 at the beginning of the first quarter of 2017 which had no significant impact on the financial statements. On May 28, 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, Topic 606, requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The updated standard becomes effective for us in the first quarter of fiscal 2018. Based on our analysis thus far, we believe the impact of adopting the new guidance will be immaterial to our annual and interim financial statements. The Company will also be required to make additional disclosures under the new guidance. We continue to assess the impact on all areas of our revenue recognition, disclosure requirements, and changes that may be necessary to our internal controls over financial reporting. We will adopt this standard in the first quarter of 2018. With the exception of the new standards discussed above, there have been no new accounting pronouncements not yet effective that have significance, or potential significance, to our financial statements. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 2. Fair Value Measurement In accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” (“ASC Topic 820”), the Company measures its cash and cash equivalents and short term investments at fair value on a recurring basis. ASC Topic 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC Topic 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 Observable inputs other than quoted prices included in Level 1 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 for substantially the full term of the related assets or liabilities. Level 3 Unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. As of September 30, 2017 and December 31, 2016, the Company does not have liabilities that are measured at fair value. As of September 30, 2017 Level 1 Level 2 Total Bank deposits $ 2,777,404 $ $ 2,777,404 Money market funds 53,137 53,137 Cash and cash equivalents 2,830,541 2,830,541 Total $ 2,830,541 $ $ 2,830,541 As of December 31, 2016 Level 1 Level 2 Total Bank deposits $ 1,352,541 $ $ 1,352,541 Money market funds 53,285 53,285 Cash and cash equivalents 1,405,826 1,405,826 Total $ 1,405,826 $ $ 1,405,826 The fair values of bank deposits and money market funds classified as Level 1 were derived from quoted market prices as active markets for these instruments exist. The Company has no level 2 or level 3 financial assets. The Company did not have any transfers between Level 1 and Level 2 of the fair value hierarchy during the nine months ended September 30, 2017 and the twelve months ended December 31, 2016. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. Inventory Inventory consists of the following at September 30, 2017 and December 31, 2016: September 30, 2017 December 31, 2016 Raw materials $ 484,132 $ 531,053 Work in progress 411,205 370,740 Finished goods 965,721 855,991 Total $ 1,861,058 $ 1,757,784 |
Deferred Rent
Deferred Rent | 9 Months Ended |
Sep. 30, 2017 | |
Deferred Rent Disclosure [Abstract] | |
Deferred Rent | 4. Deferred Rent September 30, 2017 December 31, 2016 Landlord-funded leasehold improvements $ 1,124,790 $ 1,124,790 Less accumulated amortization (597,776) (502,527) Total 527,014 622,263 Straight line rent adjustment 129,567 193,403 Total deferred rent $ 656,581 $ 815,666 During the three and nine month periods ended September 30, 2017, the Company recorded $ 31,749 95,249 31,749 95,248 Straight line rent adjustment represents the difference between cash rent payments and the recognition of rent expense on a straight-line basis over the terms of the lease. |
Share-based Compensation
Share-based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation | 5. Share-based Compensation Service Vesting Based Stock Options Nine Month Period Ended September 30, 2017 Wtd. Avg. Exercise Options Price Outstanding at beginning of year 2,513,861 $ 1.78 Granted 110,000 $ 1.79 Exercised (131,427) $ 1.17 Forfeited (47,932) $ 3.61 Expired (91,068) $ 1.45 Outstanding at September 30, 2017 2,353,434 $ 1.79 Stock options exercisable at September 30, 2017 1,496,041 $ 1.73 Performance-based Stock Options The Company’s Board of Directors has implemented a Management Performance Bonus Plan for 2017. Based on achieving varying levels of specified revenue for the year ending December 31, 2017, up to 1,000,000 As of September 30, 2017, there was $ 13,333,864 5,995,214 91,817 1.13 1.32 1.26 Three Month Period Ended Nine Month Period Ended September 30, September 30, 2017 2016 2017 2016 Risk free interest rate N/A 1.33 % 2.07 % 1.51 % Dividend yield N/A 0.0 % 0.00 % 0.0 % Expected term (in years) N/A 7.00 5.18 7.00 Volatility N/A 75 % 75 % 75 % We recognized stock compensation expense of $ 274,653 159,764 843,925 569,176 1,794,275 1.8 Restricted Stock Nine Month Period Ended September 30, 2017 Number of Restricted Grant-Date Shares Fair Value Outstanding at beginning of year 98,439 $ 1.90 Granted 207,350 $ 1.76 Vested (42,189) $ 1.90 Forfeited (5,000) $ 1.76 Outstanding at September 30, 2017 258,600 $ 1.79 The aggregate fair value of the awards granted during the three and nine months ended September 30, 2017 was none and $ 364,936 380,000 38,567 22,217 99,725 138,921 We recognized stock compensation expense of $ 39,290 21,320 113,786 144,671 399,874 2.8 Three Month Period Ended Nine Month Period Ended September 30, September 30, 2017 2016 2017 2016 Research and development costs $ 59,434 $ 33,574 $ 177,514 $ 118,409 Sales and marketing costs 55,402 31,903 173,072 150,150 General and administrative costs 156,621 103,587 479,803 323,465 Cost of product sales 42,486 12,020 127,322 (8,177) Total $ 313,943 $ 181,084 $ 957,711 $ 583,847 Management adopted ASU 2016-09 on January 1, 2017 and no longer applies an estimated forfeiture rate. As a result, we had a cumulative-effect adjustment to retained earnings and additional paid in capital of $ 27,908 8.1 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Warrants | 6. Warrants At September 30, 2017 and December 31, 2016, we had 7,361,283 7,603,141 4.53 4.46 The outstanding warrants have expiration dates between March 2021 and May 2021. 99,000 4.75 470,250 294,070 4.75 1,396,833 |
Net Loss per Common Share
Net Loss per Common Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Share | 7. Net Loss per Common Share Basic net loss per common share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated using the weighted average number of common shares outstanding plus dilutive common stock equivalents outstanding during the period. Common stock equivalents are excluded for the three and nine month periods ended September 30, 2017 and 2016, since the effect is anti-dilutive due to the Company’s net losses. Common stock equivalents include stock options and warrants. Three Month Period Ended Nine Month Period Ended September 30, September 30, 2017 2016 2017 2016 Basic and diluted weighted average common stock shares outstanding 13,238,248 12,699,419 13,102,238 12,575,560 Potentially dilutive securities excluded from loss per share computations: Common stock options 3,353,434 2,567,328 3,353,434 2,567,328 Common stock purchase warrants 7,361,283 7,603,141 7,361,283 7,603,141 Restricted stock unvested 258,600 109,375 258,600 109,375 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments & Contingencies Leases We lease approximately 30,000 58,000 Employment agreements We have employment agreements with the Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, Vice President of Operations, Vice President of Marketing and Vice President of Sales. None of these employment agreements is for a definitive period, but rather each will continue indefinitely until terminated in accordance with its terms. The agreements provide for a base annual salary, payable in monthly (or shorter) installments. In addition, the agreement with the Chief Executive Officer provides for incentive bonuses at the discretion of the Board of Directors. Under certain conditions and for certain of these officers, we may be required to pay additional amounts upon terminating the officer or upon the officer resigning for good reason. Litigation From time to time, the Company is subject to various legal proceedings that arise in the ordinary course of business, none of which are currently material to the Company’s business. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Preferred Stock | 9. Preferred Stock On June 30, 2017, we modified our existing credit facility with WAVI Holding AG, ("WAVI"), a principal stockholder of the Company. Pursuant to the modification, WAVI agreed to exchange its existing credit facility, including $4.25 million of principal and accrued interest outstanding as of June 1, 2017, for 4,250 4.25 10 106,250 |
Organization and Significant 16
Organization and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Business | BioLife Solutions, Inc. (“BioLife,” “us,” “we,” “our,” or the “Company”) is a developer, manufacturer and marketer of proprietary clinical grade cell and tissue hypothermic storage and cryopreservation freeze media. Our proprietary HypoThermosol® and CryoStor® platform of solutions are highly valued in the biobanking, drug discovery, and regenerative medicine markets. Our biopreservation media products are serum-free and protein-free, fully defined, and are formulated to reduce preservation-induced cell damage and death. Our enabling technology provides commercial companies and clinical researchers significant improvement in shelf life and post-preservation viability and function of cells, tissues, and organs. Additionally, for our direct, distributor, and contract customers, we perform custom formulation, fill, and finish services. |
Basis of Presentation | Basis of Presentation We have prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Pursuant to these rules and regulations, we have condensed or omitted certain information and footnote disclosures we normally include in our annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In management’s opinion, we have made all adjustments (consisting only of normal, recurring adjustments) necessary to fairly present our financial position, results of operations and cash flows. Our interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full year. These consolidated financial statements and accompanying notes should be read in conjunction with the financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2016 on file with the SEC. There have been no material changes to our significant accounting policies as compared to the significant accounting policies described in the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2016. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements for the three and nine months ended September 30, 2016 include the accounts of the Company and its majority-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. The subsidiary was deconsolidated as of December 31, 2016 and thus the financial statements for the three and nine months ended September 30, 2017 only include accounts of the Company. |
Equity Method Investments | Equity Method Investments We account for our 45% ownership in SAVSU using the equity method of accounting. This method states that if the investment provides us the ability to exercise significant influence, but not control, over the investee, we account for the investment under the equity method. Significant influence is generally deemed to exist if the Company’s ownership interest in the voting stock of the investee ranges between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment is recorded at its initial carrying value in the consolidated balance sheet and is periodically adjusted for capital contributions, dividends received and our share of the investee’s earnings or losses together with other-than-temporary impairments which are recorded as a component of other income (expense), net in the consolidated statements of operations. For the three and nine months ended September 30, 2017, SAVSU’s net loss totaled $ 483,855 1,571,573 217,735 707,208 |
Concentrations of credit risk and business risk | Concentrations of credit risk and business risk In the three and nine months ended September 30, 2017, we derived approximately 22 10 25 12 45 Revenue from customers located in foreign countries represented 16 17 15 18 |
Recent accounting pronouncements | Recent Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15). The updated guidance clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. Adoption of ASU 2016-15 is required for fiscal reporting periods beginning after December 15, 2017, including interim reporting periods within those fiscal years with early adoption being permitted. We do not expect the adoption of ASU 2016-15 to have a material impact on our financial statements. In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU-2016-09). The updated guidance simplifies and changes how companies account for certain aspects of share-based payment awards to employees, including accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of certain items in the statement of cash flows. The Company adopted ASU-2016-09 at the beginning of the first quarter of 2017. Due to the adoption of ASU 2016-09 an accounting policy change was made to account for forfeitures as they occur and not estimated. No other material changes resulted from adopting ASU 2016-09. We used the modified retrospective method for this adoption. Accumulative deficit BALANCE, December 31, 2016 $ (71,202,369) Cumulative-effect adjustment resulting from adoption of ASU 2016-09 (27,908) Preferred dividends declared (106,250) Net loss (1,957,220) BALANCE, September 30, 2017 $ (73,293,747) In February 2016, FASB issued Accounting Standards Update No. 2016-02, Leases: Topic 842 (ASU 2016-02) that replaces existing lease guidance. The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet. Under the new guidance, leases will continue to be classified as either finance or operating, with classification affecting the pattern of expense recognition in the Consolidated Statements of Operations. Lessor accounting is largely unchanged under ASU 2016-02. Adoption of ASU 2016-02 is required for fiscal reporting periods beginning after December 15, 2018, including interim reporting periods within those fiscal years with early adoption being permitted. The new standard is required to be applied with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. While the Company expects adoption of ASU 2016-02 to lead to a material increase in the assets and liabilities recorded on its Consolidated Balance Sheet, the Company is still evaluating the overall impact on its consolidated financial statements. In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities: Topic 825 (ASU 2016-01). The updated guidance enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. Adoption of ASU 2016-01 is required for fiscal reporting periods beginning after December 15, 2017, including interim reporting periods within those fiscal years. The Company does not expect adoption of ASU 2016-01 to have a material impact on its financial statements. In November 2015, FASB issued Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes: Topic 740 (ASU 2015-17). Current GAAP requires the deferred taxes for each jurisdiction to be presented as a net current asset or liability and net noncurrent asset or liability. This requires a jurisdiction-by-jurisdiction analysis based on the classification of the assets and liabilities to which the underlying temporary differences relate, or, in the case of loss or credit carryforwards, based on the period in which the attribute is expected to be realized. Any valuation allowance is then required to be allocated on a pro rata basis, by jurisdiction, between current and noncurrent deferred tax assets. The new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. The guidance does not change the existing requirement that only permits offsetting within a jurisdiction. The Company adopted ASU-2015-17 at the beginning of the first quarter of 2017 which had no significant impact on the financial statements as the net deferred tax assets are fully reserved. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory: Topic 330 (ASU 2015-11). Topic 330 currently requires an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. ASU 2015-11 requires that inventory measured using either the first-in, first-out (FIFO) or average cost method be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company adopted ASU-2015-11 at the beginning of the first quarter of 2017 which had no significant impact on the financial statements. On May 28, 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, Topic 606, requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The updated standard becomes effective for us in the first quarter of fiscal 2018. Based on our analysis thus far, we believe the impact of adopting the new guidance will be immaterial to our annual and interim financial statements. The Company will also be required to make additional disclosures under the new guidance. We continue to assess the impact on all areas of our revenue recognition, disclosure requirements, and changes that may be necessary to our internal controls over financial reporting. We will adopt this standard in the first quarter of 2018. With the exception of the new standards discussed above, there have been no new accounting pronouncements not yet effective that have significance, or potential significance, to our financial statements. |
Organization and Significant 17
Organization and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The table below shows the accumulated deficit activity for the nine months ended September 30, 2017: Accumulative deficit BALANCE, December 31, 2016 $ (71,202,369) Cumulative-effect adjustment resulting from adoption of ASU 2016-09 (27,908) Preferred dividends declared (106,250) Net loss (1,957,220) BALANCE, September 30, 2017 $ (73,293,747) |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Assets Measured on Recurring Basis | The following tables set forth the Company’s financial assets measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016, based on the three-tier fair value hierarchy: As of September 30, 2017 Level 1 Level 2 Total Bank deposits $ 2,777,404 $ $ 2,777,404 Money market funds 53,137 53,137 Cash and cash equivalents 2,830,541 2,830,541 Total $ 2,830,541 $ $ 2,830,541 As of December 31, 2016 Level 1 Level 2 Total Bank deposits $ 1,352,541 $ $ 1,352,541 Money market funds 53,285 53,285 Cash and cash equivalents 1,405,826 1,405,826 Total $ 1,405,826 $ $ 1,405,826 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventory consists of the following at September 30, 2017 and December 31, 2016: September 30, 2017 December 31, 2016 Raw materials $ 484,132 $ 531,053 Work in progress 411,205 370,740 Finished goods 965,721 855,991 Total $ 1,861,058 $ 1,757,784 |
Deferred Rent (Tables)
Deferred Rent (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Deferred Rent Disclosure [Abstract] | |
Deferred rent | Deferred rent consists of the following at September 30, 2017 and December 31, 2016: September 30, 2017 December 31, 2016 Landlord-funded leasehold improvements $ 1,124,790 $ 1,124,790 Less accumulated amortization (597,776) (502,527) Total 527,014 622,263 Straight line rent adjustment 129,567 193,403 Total deferred rent $ 656,581 $ 815,666 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of stock option activity | The following is a summary of service vesting based related stock option activity for the nine month period ended September 30, 2017, and the status of stock options outstanding at September 30, 2017: Nine Month Period Ended September 30, 2017 Wtd. Avg. Exercise Options Price Outstanding at beginning of year 2,513,861 $ 1.78 Granted 110,000 $ 1.79 Exercised (131,427) $ 1.17 Forfeited (47,932) $ 3.61 Expired (91,068) $ 1.45 Outstanding at September 30, 2017 2,353,434 $ 1.79 Stock options exercisable at September 30, 2017 1,496,041 $ 1.73 |
Weighted average assumptions of share based payment | The fair value of share-based payments made with stock options to employees and non-employee directors was estimated on the measurement date using the Black-Scholes model using the following weighted average assumptions. Three Month Period Ended Nine Month Period Ended September 30, September 30, 2017 2016 2017 2016 Risk free interest rate N/A 1.33 % 2.07 % 1.51 % Dividend yield N/A 0.0 % 0.00 % 0.0 % Expected term (in years) N/A 7.00 5.18 7.00 Volatility N/A 75 % 75 % 75 % |
Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The following is a summary of restricted stock activity for the nine month period ended September 30, 2017, and the status of unvested restricted stock outstanding at September 30, 2017: Nine Month Period Ended September 30, 2017 Number of Restricted Grant-Date Shares Fair Value Outstanding at beginning of year 98,439 $ 1.90 Granted 207,350 $ 1.76 Vested (42,189) $ 1.90 Forfeited (5,000) $ 1.76 Outstanding at September 30, 2017 258,600 $ 1.79 |
Stock compensation expense | We recorded stock compensation expense for the three and nine month periods ended September 30, 2017 and 2016, as follows: Three Month Period Ended Nine Month Period Ended September 30, September 30, 2017 2016 2017 2016 Research and development costs $ 59,434 $ 33,574 $ 177,514 $ 118,409 Sales and marketing costs 55,402 31,903 173,072 150,150 General and administrative costs 156,621 103,587 479,803 323,465 Cost of product sales 42,486 12,020 127,322 (8,177) Total $ 313,943 $ 181,084 $ 957,711 $ 583,847 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Loss Per share computation | Basic weighted average common shares outstanding, and the potentially dilutive securities excluded from loss per share computations because they are anti-dilutive, are as follows as of September 30, 2017 and 2016, respectively: Three Month Period Ended Nine Month Period Ended September 30, September 30, 2017 2016 2017 2016 Basic and diluted weighted average common stock shares outstanding 13,238,248 12,699,419 13,102,238 12,575,560 Potentially dilutive securities excluded from loss per share computations: Common stock options 3,353,434 2,567,328 3,353,434 2,567,328 Common stock purchase warrants 7,361,283 7,603,141 7,361,283 7,603,141 Restricted stock unvested 258,600 109,375 258,600 109,375 |
Organization and Significant 23
Organization and Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Cumulative Effect Adjustment In Accumulated Deficit Activity [Abstract] | ||||
BALANCE | $ (71,202,369) | |||
Cumulative-effect adjustment resulting from adoption of ASU 2016-09 | (27,908) | |||
Preferred dividends declared | (106,250) | $ 0 | ||
Net loss | $ (318,718) | $ (1,265,975) | (1,957,220) | $ (4,476,200) |
BALANCE | $ (73,293,747) | $ (73,293,747) |
Organization and Significant 24
Organization and Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Loss from Equity Method Investments | $ (217,735) | $ 0 | $ (707,208) | $ 0 | |
Total Loss | (318,718) | $ (1,265,975) | (1,957,220) | $ (4,476,200) | |
Savsu [Member] | |||||
Total Loss | $ 483,855 | $ 1,571,573 | |||
Sales Revenue, Net [Member] | |||||
Revenue from customers located in foreign countries | 16.00% | 15.00% | 17.00% | 18.00% | |
Concentration Risk, Percentage | 10.00% | 10.00% | |||
Sales Revenue, Net [Member] | Custmer One [Member] | |||||
Concentration Risk, Percentage | 12.00% | 12.00% | |||
Sales Revenue, Net [Member] | Two Customer [Member] | |||||
Concentration Risk, Percentage | 22.00% | 25.00% | |||
Accounts Receivable [Member] | Three Customer [Member] | |||||
Concentration Risk, Percentage | 45.00% | ||||
Accounts Receivable [Member] | Two Customer [Member] | |||||
Concentration Risk, Percentage | 25.00% | 25.00% |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Bank deposits | $ 2,777,404 | $ 1,352,541 |
Money market funds | 53,137 | 53,285 |
Cash and cash equivalents | 2,830,541 | 1,405,826 |
Total | 2,830,541 | 1,405,826 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Bank deposits | 2,777,404 | 1,352,541 |
Money market funds | 53,137 | 53,285 |
Cash and cash equivalents | 2,830,541 | 1,405,826 |
Total | 2,830,541 | 1,405,826 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Bank deposits | 0 | 0 |
Money market funds | 0 | 0 |
Cash and cash equivalents | 0 | 0 |
Total | $ 0 | $ 0 |
Inventory (Details)
Inventory (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Raw materials | $ 484,132 | $ 531,053 |
Work in progress | 411,205 | 370,740 |
Finished goods | 965,721 | 855,991 |
Total | $ 1,861,058 | $ 1,757,784 |
Deferred Rent (Details)
Deferred Rent (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Deferred Rent [Line Items] | ||
Landlord-funded leasehold improvements | $ 1,124,790 | $ 1,124,790 |
Less accumulated amortization | (597,776) | (502,527) |
Total | 527,014 | 622,263 |
Straight line rent adjustment | 129,567 | 193,403 |
Total deferred rent | $ 656,581 | $ 815,666 |
Deferred Rent (Details Narrativ
Deferred Rent (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Deferred Rent [Line Items] | ||||
Deferred Rent Amortization | $ 31,749 | $ 31,749 | $ 95,249 | $ 95,248 |
Share-based Compensation (Detai
Share-based Compensation (Details) - Common stock options | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Options | |
Outstanding | shares | 2,513,861 |
Granted | shares | 110,000 |
Exercised | shares | (131,427) |
Forfeited | shares | (47,932) |
Expired | shares | (91,068) |
Outstanding | shares | 2,353,434 |
Stock options exercisable at September 30, 2017 | shares | 1,496,041 |
Wtd. Avg. Exercise Price | |
Outstanding | $ / shares | $ 1.78 |
Granted | $ / shares | 1.79 |
Exercised | $ / shares | 1.17 |
Forfeited | $ / shares | 3.61 |
Expired | $ / shares | 1.45 |
Outstanding | $ / shares | 1.79 |
Stock options exercisable at September 30, 2017 | $ / shares | $ 1.73 |
Share-based Compensation (Det30
Share-based Compensation (Details 1) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk free interest rate | 0.00% | 1.33% | 2.07% | 1.51% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected term (in years) | 0 years | 7 years | 5 years 2 months 5 days | 7 years |
Volatility | 0.00% | 75.00% | 75.00% | 75.00% |
Share-based Compensation (Det31
Share-based Compensation (Details 2) - Restricted Stock | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Restricted Shares, Outstanding at beginning of year | shares | 98,439 |
Number of Restricted Shares, Granted | shares | 207,350 |
Number of Restricted Shares, Vested | shares | (42,189) |
Number of Restricted Shares, Forfeited | shares | (5,000) |
Number of Restricted Shares, Outstanding at end of year | shares | 258,600 |
Grant-Date Fair Value, Outstanding at beginning of year | $ / shares | $ 1.90 |
Grant-Date Fair Value, Granted | $ / shares | 1.76 |
Grant-Date Fair Value, Vested | $ / shares | 1.90 |
Grant-Date Fair Value, Forfeited | $ / shares | 1.76 |
Grant-Date Fair Value, Outstanding at end of year | $ / shares | $ 1.79 |
Share-based Compensation (Det32
Share-based Compensation (Details 3) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total Share Based Compensation | $ 313,943 | $ 181,084 | $ 957,711 | $ 583,847 |
Research and development costs | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total Share Based Compensation | 59,434 | 33,574 | 177,514 | 118,409 |
Sales and marketing costs | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total Share Based Compensation | 55,402 | 31,903 | 173,072 | 150,150 |
General and administrative costs | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total Share Based Compensation | 156,621 | 103,587 | 479,803 | 323,465 |
Cost of product sales | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total Share Based Compensation | $ 42,486 | $ 12,020 | $ 127,322 | $ (8,177) |
Share-based Compensation (Det33
Share-based Compensation (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 38,567 | $ 22,217 | $ 99,725 | $ 138,921 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | 1,794,275 | $ 1,794,275 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 9 months 18 days | |||
Stock or Unit Option Plan Expense | 274,653 | $ 159,764 | $ 843,925 | $ 569,176 |
Estimated Forfeiture Rate | 8.10% | 8.10% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 13,333,864 | 13,333,864 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 5,995,214 | 5,995,214 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 91,817 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.32 | $ 1.13 | $ 1.26 | |
Cumulative Effect on Retained Earnings, Net of Tax | $ (27,908) | |||
Management Performance Bonus Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The options have an exercise price of $1.64, and if revenue levels are met, vest 50% on the release of the Company’s audited financial statements for 2017, and 50% one year thereafter. If the minimum performance targets are not achieved, no options will vest. | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,000,000 | 1,000,000 | ||
Restricted Stock [Member] | ||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 364,936 | $ 380,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | $ 399,874 | $ 399,874 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 9 months 18 days | |||
Restricted Stock or Unit Expense | $ 39,290 | $ 21,320 | $ 113,786 | $ 144,671 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Oct. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Class of Warrant or Right [Line Items] | ||||
Warrants and Rights Outstanding | $ 7,361,283 | $ 7,361,283 | $ 7,603,141 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.53 | $ 4.53 | $ 4.46 | |
Outstanding Warrants Expiration Dates | The outstanding warrants have expiration dates between March 2021 and May 2021. | |||
Warrant [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.75 | $ 4.75 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 99,000 | |||
Proceeds from Warrant Exercises | $ 470,250 | |||
Warrant [Member] | Subsequent Event [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.75 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 294,070 | |||
Proceeds from Warrant Exercises | $ 1,396,833 |
Net Loss per Common Share (Deta
Net Loss per Common Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net Loss per Common Share [Line Items] | ||||
Basic and diluted weighted average common stock shares outstanding | 13,238,248 | 12,699,419 | 13,102,238 | 12,575,560 |
Common stock options | ||||
Net Loss per Common Share [Line Items] | ||||
Potentially dilutive securities excluded from loss per share computations | 3,353,434 | 2,567,328 | 3,353,434 | 2,567,328 |
Common stock purchase warrants | ||||
Net Loss per Common Share [Line Items] | ||||
Potentially dilutive securities excluded from loss per share computations | 7,361,283 | 7,603,141 | 7,361,283 | 7,603,141 |
Restricted stock unvested | ||||
Net Loss per Common Share [Line Items] | ||||
Potentially dilutive securities excluded from loss per share computations | 258,600 | 109,375 | 258,600 | 109,375 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 9 Months Ended |
Sep. 30, 2017USD ($)ft² | |
Loss Contingencies [Line Items] | |
Area of Land | ft² | 30,000 |
Monthly Base Rent Expense | $ | $ 58,000 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Preferred Stock, Dividend Rate, Percentage | 10.00% | |
Dividends Payable, Current | $ 106,250 | |
Series A Preferred Stock [Member] | ||
Debt Conversion, Converted Instrument, Amount | $ 4,250,000 | $ 0 |
Debt Conversion, Converted Instrument, Shares Issued | 4,250 |