Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 31, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | VERMILLION, INC. | |
Entity Central Index Key | 0000926617 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 97,190,700 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 16,179,000 | $ 9,360,000 |
Accounts receivable, net | 800,000 | 786,000 |
Prepaid expenses and other current assets | 496,000 | 550,000 |
Inventories | 90,000 | 92,000 |
Total current assets | 17,565,000 | 10,788,000 |
Property and equipment, net | 472,000 | 608,000 |
Other assets | 115,000 | 12,000 |
Total assets | 18,152,000 | 11,408,000 |
Current liabilities: | ||
Accounts payable | 811,000 | 950,000 |
Accrued liabilities | 2,473,000 | 1,825,000 |
Short-term debt | 191,000 | 189,000 |
Other current liabilities | 86,000 | |
Total current liabilities | 3,561,000 | 2,964,000 |
Non-current liabilities: | ||
Long-term debt | 1,196,000 | 1,292,000 |
Other non-current liabilities | 29,000 | |
Total liabilities | 4,786,000 | 4,256,000 |
Commitments and contingencies (Note 3) | ||
Stockholders' equity: | ||
Common stock, par value $0.001 per share, 150,000,000 shares authorized at June 30, 2019 and December 31, 2018; 94,378,200 and 75,501,394 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively | 94,000 | 75,000 |
Additional paid-in capital | 428,226,000 | 414,001,000 |
Accumulated deficit | (414,954,000) | (406,924,000) |
Total stockholders' equity | 13,366,000 | 7,152,000 |
Total liabilities and stockholders' equity | $ 18,152,000 | $ 11,408,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 94,378,200 | 75,501,394 |
Common stock, shares outstanding | 94,378,200 | 75,501,394 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Revenue: | |||||
Revenue | $ 1,142 | $ 708 | $ 1,945 | $ 1,357 | |
Cost of revenue: | |||||
Cost of revenue | [1] | 908 | 808 | 1,602 | 1,611 |
Gross profit (loss) | 234 | (100) | 343 | (254) | |
Operating expenses: | |||||
Research and development | [2] | 225 | 154 | 434 | 296 |
Sales and marketing | [3] | 2,780 | 1,478 | 5,144 | 2,703 |
General and administrative | [4] | 1,534 | 1,299 | 2,789 | 2,613 |
Total operating expenses | 4,539 | 2,931 | 8,367 | 5,612 | |
Loss from operations | (4,305) | (3,031) | (8,024) | (5,866) | |
Interest income (expense), net | (2) | (7) | 5 | (19) | |
Other income (expense), net | (7) | (11) | (11) | (14) | |
Net loss | $ (4,314) | $ (3,049) | $ (8,030) | $ (5,899) | |
Net loss per share - basic and diluted | $ (0.06) | $ (0.04) | $ (0.11) | $ (0.09) | |
Weighted average common shares used to compute basic and diluted net loss per common share | 76,205,894 | 69,353,622 | 75,860,411 | 64,721,128 | |
Product [Member] | |||||
Revenue: | |||||
Revenue | $ 1,100 | $ 627 | $ 1,879 | $ 1,240 | |
Cost of revenue: | |||||
Cost of revenue | [1] | 698 | 528 | 1,214 | 1,061 |
Service [Member] | |||||
Revenue: | |||||
Revenue | 42 | 81 | 66 | 117 | |
Cost of revenue: | |||||
Cost of revenue | [1] | $ 210 | $ 280 | $ 388 | $ 550 |
[1] | Non-cash stock-based compensation expense included in cost of revenue and operating expenses: Cost of revenue $21, $28, $37, $58 | ||||
[2] | Non-cash stock-based compensation expense included in cost of revenue and operating expenses: Research and development $2, $1, $4, $2 | ||||
[3] | Non-cash stock-based compensation expense included in cost of revenue and operating expenses: Sales and marketing $39, $28, $61, $71 | ||||
[4] | Non-cash stock-based compensation expense included in cost of revenue and operating expenses: General and administrative $351, $304, $495, $412 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Cost Of Revenue [Member] | ||||
Stock-based compensation expense | $ 21 | $ 28 | $ 37 | $ 58 |
Research And Development [Member] | ||||
Stock-based compensation expense | 2 | 1 | 4 | 2 |
Sales And Marketing [Member] | ||||
Stock-based compensation expense | 39 | 28 | 61 | 71 |
General And Administrative [Member] | ||||
Stock-based compensation expense | $ 351 | $ 304 | $ 495 | $ 412 |
Consolidated Statements Of Chan
Consolidated Statements Of Changes In Stockholders' Equity - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance (in shares) at Dec. 31, 2017 | 60,036,017 | ||||
Balance at Dec. 31, 2017 | $ 60 | $ 399,400 | $ (396,053) | $ 3,407 | |
Net loss | (2,850) | (2,850) | |||
ASC 606 adjustment to retained earnings | 500 | 500 | |||
Common stock issued for restricted stock awards (in shares) | 3,321 | ||||
Common stock issued for restricted stock awards | 6 | 6 | |||
Stock compensation charge | 176 | 176 | |||
Balance (in shares) at Mar. 31, 2018 | 60,039,338 | ||||
Balance at Mar. 31, 2018 | $ 60 | 399,582 | (398,403) | 1,239 | |
Balance (in shares) at Dec. 31, 2017 | 60,036,017 | ||||
Balance at Dec. 31, 2017 | $ 60 | 399,400 | (396,053) | 3,407 | |
Net loss | (5,899) | ||||
Balance (in shares) at Jun. 30, 2018 | 75,274,251 | ||||
Balance at Jun. 30, 2018 | $ 75 | 413,445 | (401,452) | 12,068 | |
Balance (in shares) at Mar. 31, 2018 | 60,039,338 | ||||
Balance at Mar. 31, 2018 | $ 60 | 399,582 | (398,403) | 1,239 | |
Net loss | (3,049) | (3,049) | |||
Common stock issued in conjunction with public offering, net of issuance costs (in shares) | 10,000,000 | ||||
Common stock issued in conjunction with public offering, net of issuance costs | $ 10 | 8,981 | 8,991 | ||
Preferred stock issued in conjunction with public offering net of issuance costs (in shares) | 50,000 | ||||
Preferred stock issued in conjunction with public offering net of issuance costs | 4,496 | 4,496 | |||
Common stock issued in conjuntion with exercise of stock options (in shares) | 32,500 | ||||
Common stock issued in conjuntion with exercise of stock options | 30 | 30 | |||
Preferred stock converted to common stock (in shares) | (50,000) | 5,000,000 | |||
Preferred stock converted to common stock | $ 5 | (5) | |||
Common stock issued for restricted stock awards (in shares) | 202,413 | ||||
Common stock issued for restricted stock awards | 225 | 225 | |||
Stock compensation charge | 136 | 136 | |||
Balance (in shares) at Jun. 30, 2018 | 75,274,251 | ||||
Balance at Jun. 30, 2018 | $ 75 | 413,445 | (401,452) | 12,068 | |
Balance (in shares) at Dec. 31, 2018 | 75,501,394 | ||||
Balance at Dec. 31, 2018 | $ 75 | 414,001 | (406,924) | 7,152 | |
Net loss | (3,716) | (3,716) | |||
Common stock issued in conjuntion with exercise of stock options (in shares) | 19,687 | ||||
Common stock issued in conjuntion with exercise of stock options | 17 | 17 | |||
Common stock issued for restricted stock awards (in shares) | 11,667 | ||||
Common stock issued for restricted stock awards | 3 | 3 | |||
Stock compensation charge | 181 | 181 | |||
Balance (in shares) at Mar. 31, 2019 | 75,532,748 | ||||
Balance at Mar. 31, 2019 | $ 75 | 414,202 | (410,640) | 3,637 | |
Balance (in shares) at Dec. 31, 2018 | 75,501,394 | ||||
Balance at Dec. 31, 2018 | $ 75 | 414,001 | (406,924) | 7,152 | |
Net loss | (8,030) | ||||
Balance (in shares) at Jun. 30, 2019 | 94,378,200 | ||||
Balance at Jun. 30, 2019 | $ 94 | 428,226 | (414,954) | 13,366 | |
Balance (in shares) at Mar. 31, 2019 | 75,532,748 | ||||
Balance at Mar. 31, 2019 | $ 75 | 414,202 | (410,640) | 3,637 | |
Net loss | (4,314) | (4,314) | |||
Common stock issued in conjunction with public offering, net of issuance costs (in shares) | 18,750,000 | ||||
Common stock issued in conjunction with public offering, net of issuance costs | $ 19 | 13,611 | 13,630 | ||
Common stock issued for restricted stock awards (in shares) | 95,452 | ||||
Common stock issued for restricted stock awards | 123 | 123 | |||
Stock compensation charge | 290 | 290 | |||
Balance (in shares) at Jun. 30, 2019 | 94,378,200 | ||||
Balance at Jun. 30, 2019 | $ 94 | $ 428,226 | $ (414,954) | $ 13,366 |
Consolidated Statements Of Ch_2
Consolidated Statements Of Changes In Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Public Offering Of Common Stock [Member] | ||
Stock issued, issuance costs | $ 1,371 | $ 1,006 |
Public Offering Of Preferred Stock [Member] | ||
Stock issued, issuance costs | $ 504 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (8,030) | $ (5,899) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 215 | 370 |
Stock-based compensation expense | 597 | 543 |
Loss on sale and disposal of property and equipment | 3 | 10 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (14) | (2) |
Prepaid expenses and other assets | 66 | 136 |
Inventories | 2 | (8) |
Accounts payable, accrued liabilities and other liabilities | 509 | 74 |
Net cash used in operating activities | (6,652) | (4,776) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (82) | (34) |
Net cash used in investing activities | (82) | (34) |
Cash flows from financing activities: | ||
Proceeds from public offering of preferred stock, net of issuance costs | 4,496 | |
Proceeds from public offering of common stock, net of issuance costs | 13,630 | 8,992 |
Principal repayment of DECD loan | (94) | (92) |
Repayment of capital lease obligations | (19) | |
Proceeds from issuance of common stock from exercise of stock options | 17 | 29 |
Net cash provided by financing activities | 13,553 | 13,406 |
Net increase in cash and cash equivalents | 6,819 | 8,596 |
Cash and cash equivalents, beginning of period | 9,360 | 5,539 |
Cash and cash equivalents, end of period | 16,179 | 14,135 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 21 | 23 |
Non-cash investing and financing activities [Abstract] | ||
Net increase in other assets/other liabilities for right of use assets | $ 115 | |
50,000 shares of convertible preferred stock converted to 5,000,000 shares of common stock, net of issuance costs | $ 4,496 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows (Parenthetical) | 6 Months Ended |
Jun. 30, 2019shares | |
Condensed Consolidated Statements Of Cash Flows [Abstract] | |
Shares converted | 50,000 |
Conversion of new shares | 5,000,000 |
Organization, Basis Of Presenta
Organization, Basis Of Presentation And Significant Accounting And Reporting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Basis Of Presentation And Significant Accounting And Reporting Policies [Abstract] | |
Organization, Basis Of Presentation And Significant Accounting And Reporting Policies | 1. ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING AND REPORTING POLICIES Organization Vermillion, Inc. (“Vermillion”; Vermillion and its wholly-owned subsidiaries are collectively referred to as the “Company ,” “we” or “our ”) is incorporated in the state of Delaware, and is engaged in the business of developing and commercializing diagnostic tests for gynecologic disease. The Company sells OVA1 and Overa risk of malignancy tests for ovarian cancer (“OVA1” and “Overa,” respectively) through Vermillion’s wholly-owned Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) certified clinical laboratory, ASPiRA LABS, Inc. (“ASPiRA LABS”). The Company also offers in-vitro diagnostic (“IVD”) trial services to third-party customers through its wholly-owned subsidiary, ASPiRA IVD, Inc. (“ASPiRA IVD”), which commenced operations in June 2016. ASPiRA IVD is a specialized, CLIA certified, laboratory provider dedicated to meeting the unique testing needs of IVD manufacturers seeking to commercialize high-complexity assays. In addition, the Company launched genetic testing for specific women’s health diseases, called ASPiRA GenetiX, with a core focus on ovarian cancer. Liquidity The Company has incurred significant net losses and negative cash flows from operations since inception, and as a result has an accumulated deficit of approximately $414,954,000 at June 30, 2019. The Company also expects to incur a net loss and negative cash flows from operations for 2019. There can be no assurance that the Company will achieve or sustain profitability or positive cash flow from operations. However, management believes that the current working capital position will be sufficient to meet the Company’s working capital needs for at least the next 12 months. As discussed in Note 4, on June 28, 2019, the Company completed a public offering (the “Offering”), pursuant to which certain investors purchased Vermillion common stock for net proceeds of approximately $13,800,000 after deducting underwriting discounts, commissions and certain underwriting expenses but before deducting other expenses payable by us. On July 2, 2019, William Blair & Company, L.L.C., the sole underwriter of the Offering, exercised its option to purchase additional shares of Vermillion common stock for net proceeds of $2,092,500 , after deducting underwriting discounts and commissions . As discussed in Note 4, on April 17, 2018, the Company completed two public offerings (the “2018 Offerings”), pursuant to which certain investors purchased Vermillion common stock and Vermillion Series B convertible preferred stock for net proceeds of approximately $13,500,000 after deducting offering expenses. As discussed in Note 3, in March 2016, the Company entered into an agreement (the “Loan Agreement”) pursuant to which it may borrow up to $4,000,000 from the State of Connecticut Department of Economic and Community Development (the “DECD”). An initial disbursement of $2,000,000 was made to the Company on April 15, 2016 under the Loan Agreement. The remaining $2,000,000 will be advanced if and when the Company achieves certain future milestones. The loan may be prepaid at any time without premium or penalty. Basis of Presentation The accompanying unaudited condensed consolidated financial statements 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 to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments necessary for the fair statement of results for the periods presented, have been included. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year or any other interim period. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the interim unaudited condensed consolidated financial statements have read or have access to the audited consolidated financial statements for the preceding fiscal year. The condensed consolidated balance sheet at December 31, 2018 included in this report has been derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by GAAP. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2018 included in Vermillion’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 28, 2019 (the “2018 Annual Report”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated results. Significant Accounting and Reporting Policies Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) , which it adopted on January 1, 2018 using the modified retrospective method. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods and services. Product Revenue The Company's product revenue is generated by performing diagnostic services using its OVA1 and Overa tests, and the service is completed upon the delivery of the test result to the prescribing physician. The entire transaction price is allocated to the single performance obligation contained in a contract with a patient. All revenue is recognized upon completion of the OVA1 or Overa test based on estimates of amounts that will ultimately be realized. In determining the amount of revenue to be recognized for a delivered test result, the Company considers factors such as payment history and amount, payer coverage, whether there is a reimbursement contract between the payer and the Company, and any current developments or changes that could impact reimbursement. These estimates require significant judgment by management as the collection cycle on some accounts can be as long as one year. The Company also reviewed its patient account population and determined an appropriate distribution of patient accounts by payer ( i.e. , Medicare, patient pay, other third-party payer, etc .) into portfolios with similar collection experience. The Company has elected this practical expedient that, when evaluated for collectability, results in a materially consistent revenue amount for such portfolios as if each patient account were evaluated on an individual contract basis. There were no impairment losses on accounts receivable recorded during the six months ended June 30, 2019. Service Revenue The Company’s service revenue is generated by performing IVD trial services for third-party customers. Measurement of progress on contracts with customers will generally be based on the input measurement of cost incurred relative to the total expected costs to satisfy the performance obligation. Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718), Compensation - Stock Compensation (“ASU 2016-09”). The guidance simplifies several aspects of the accounting for share-based payments, including immediate recognition of all excess tax benefits and deficiencies in the income statement, changing the threshold to qualify for equity classification up to the employees' maximum statutory tax rates, allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur, and clarifying the classification on the statement of cash flows for the excess tax benefit and employee taxes paid when an employer withholds shares for tax-withholding purposes. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016 and interim periods within that reporting period. The Company adopted this standard on January 1, 2018, and the adoption did not have a material impact on the consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Base Payment Accounting. This new guidance expands the scope of Topic 718 to include share-based payment transactions from acquiring goods and services from nonemployees, which was previously codified under Topic 505, where this change will modify the measurement requirements of nonemployee awards. This amendment is effective for annual periods after December 15, 2018. The Company adopted this standard on January 1, 2019, and its impact was not material. In February 2016, the FASB issued ASU No. 2016-2, Leases (Topic 842 ) (“ASU 2016-2”) . This guidance is intended to make leasing activities more transparent and comparable, and requires substantially all leases to be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. ASU 2016-2 is effective for interim and annual periods beginning after December 15, 2018. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Full retrospective application is prohibited, and early adoption was permitted. The Company adopted ASU 2016-02 effective January 1, 2019 and elected the package of practical expedients and the new transition approach permitted by ASU 2018-11. ASU 2018-11 allows the Company not to reassess existing identification of leases, classification of leases or any initial direct costs. The Company has also elected to use the hindsight practical expedient. The Company has two office leases which are required to be recorded as Right of Use (“ROU”) assets and corresponding lease liabilities on the balance sheet. The Company had no short term leases with terms of less than twelve months as of the adoption date. The Company recognized ROU assets and a lease liability of approximately $178 ,000 related to its leases on its consolidated balance sheet as of January 1, 2019. The Company did not have a cumulative adjustment impacting retained earnings. In May 2014, the FASB issued ASC 606, which superseded existing revenue recognition guidance. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company adopted ASC 606 effective January 1, 2018 using the modified retrospective method. Please see the above “Revenue Recognition” section for a discussion of the Company’s revenue recognition under ASC 606. |
Agreements With Quest Diagnosti
Agreements With Quest Diagnostics Incorporated | 6 Months Ended |
Jun. 30, 2019 | |
Agreements With Quest Diagnostics Incorporated [Abstract] | |
Agreements With Quest Diagnostics Incorporated | 2. AGREEMENTS WITH QUEST DIAGNOSTICS INCORPORATED In March 2015, the Company entered into a commercial agreement with Quest Diagnostics, Incorporated (“Quest Diagnostics”) . Pursuant to this agreement, all OVA1 U.S. testing services for Quest Diagnostics customers were transferred to Vermillion’s wholly-owned subsidiary, ASPiRA LABS, as of August 2015. Pursuant to this agreement, as amended as of March 1, 2018, Quest Diagnostics is continuing to provide blood draw and logistics support by transporting specimens from its clients to ASPiRA LABS for testing through at least March 11, 2019 in exchange for a market value fee. As of the date of this Quarterly Report on Form 10-Q, we are in the process of renewing this agreement. |
Commitments And Contingencies
Commitments And Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 3. COMMITMENTS AND CONTINGENCIES Development Loan On March 22, 2016, the Company entered into the Loan Agreement with the DECD, pursuant to which the Company may borrow up to $4,000,000 from the DECD. Proceeds from the loan were utilized primarily to fund the build-out, information technology infrastructure and other costs related to the Company’s Trumbull, Connecticut facility and operations. The loan bears interest at a fixed rate of 2.0% per annum and requires equal monthly payments of principal and interest until maturity, which occurs on April 15, 2026 . As security for the loan, the Company has granted the DECD a blanket security interest in the Company’s personal and intellectual property. The DECD’s security interest in the Company’s intellectual property may be subordinated to a qualified institutional lender. Under the terms of the Loan Agreement, as amended, the Company may be eligible for forgiveness of up to $2,000,000 of the principal amount of the loan if the Company achieves certain job creation and retention milestones by March 1, 2021 (the “Measurement Date”). Conversely, if the Company is either unable to meet these job creation and retention milestones, namely, hiring and retaining for a consecutive two -year period 40 full-time employees with a specified average annual salary by the Measurement Date, or does not maintain the Company’s Connecticut operations for a period of 10 years, the DECD may require early repayment of a portion or all of the loan depending on job attainment as compared to the required amount plus a penalty of 5% of the total funded loan. An initial disbursement of $2,000,000 was made to the Company on April 15, 2016 under the Loan Agreement. The remaining $2,000,000 will be advanced if and when the Company achieves certain other future milestones. The loan may be prepaid at any time without premium or penalty. Operating Leases The Company leases facilities to support its business of discovering, developing and commercializing diagnostic tests in the fields of gynecologic disease. The Company’s principal facility, including the CLIA laboratory used by ASPiRA LABS, is located in Austin, Texas, and the CLIA laboratory used by ASPiRA IVD is located in Trumbull, Connecticut. The Austin, Texas lease expires on January 31, 2020 with no automatic renewal or renewal option. In October 2015, the Company entered into a lease agreement for a facility in Trumbull, Connecticut. The lease required initial payments for the buildout of leasehold improvements to the office space, which were approximately $596,000 . The term of the lease is five years beginning after the initial date of occupancy in January 2016 and a rent abatement period of five months, with two subsequent five -year renewal options at a rate equal to 90% of the then current fair market rate. As of the date of the implementation of the new lease standard, ASU 2016-2, the Company was not reasonably certain to exercise the renewal option for its Trumbull, Connecticut lease due to the uncertain nature of its pricing. The expense associated with these operating leases for the three months ended June 30, 2019 and 2018 is shown in the table below (in thousands). Three Months Ended June 30 Lease Cost Classification 2019 2018 Operating rent expense Cost of revenue $ 9 $ 25 Research and development 3 7 Sales and marketing 9 12 General and administrative 11 23 Variable rent expense Cost of revenue $ 12 $ 0 Research and development 3 0 Sales and marketing 10 0 General and administrative 14 1 The expense associated with these operating leases for the six months ended June 30, 2019 and 2018 is shown in the table below (in thousands). Six Months Ended June 30 Lease Cost Classification 2019 2018 Operating rent expense Cost of revenue $ 18 $ 50 Research and development 7 14 Sales and marketing 17 24 General and administrative 22 45 Variable rent expense Cost of revenue $ 24 $ 0 Research and development 6 0 Sales and marketing 20 0 General and administrative 28 2 Based on our leases as of June 30, 2019, the table below sets forth the approximate future lease payments related to operating leases with initial terms of one year or more (in thousands). 2019 $ 65 2020 40 2021 14 Total Operating Lease Payments 119 Less: Interest (2) Present Value of Lease Liabilities 117 Weighted-average lease term and discount rate were as follows: Weighted-average remaining lease term (in years) 1.3 Weighted-average discount rate 2.50% Non-cancelable Royalty Obligations The Company is a party to an amended research collaboration agreement with The Johns Hopkins University School of Medicine under which the Company licenses certain of its intellectual property . Under the terms of the amended research collaboration agreement, Vermillion is required to pay the greater of 4% royalties on net sales of diagnostic tests using the assigned patents or annual minimum royalties of $57,500 . Royalty expense for the three months ended June 30, 2019 and 2018 totalled $44,000 and $25,000 , respectively. Royalty expense for the six months ended June 30, 2019 and 2018 totalled $75,000 and $49,000 , respectively. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity: | |
Stockholders' Equity | 4. STOCKHOLDERS’ EQUITY 2019 Offering On June 26, 2019, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with William Blair & Company, L.L.C., as the sole underwriter (the “Underwriter”), in connection with an underwritten public offering of Vermillion common stock. Pursuant to the Underwriting Agreement, the Company agreed to issue and sell an aggregate of 18,750,000 shares of Vermillion common stock offered by the Underwriter in a public offering at a price of $0.80 per share (the “Offering”). The Offering closed on June 28, 2019 and resulted in proceeds to the Company, after deducting underwriting discounts, commissions and certain underwriting expenses but before deducting other expenses payable by us , of approximately $13,800,000 . Under the Underwriting Agreement, the Company granted the Underwriter an option to purchase up to an additional 2,812,500 shares of Vermillion common stock at the public offering price, less underwriting discounts and commissions. On July 2, 2019, the Underwriter exercised its option to purchase 2,812,500 shares of Vermillion common stock at a price of $0.80 per share and resulted in proceeds to the Company, after deducting underwriting discounts and commissions, of $2,092,500 . 2018 Offerings On April 13, 2018, the Company entered into two underwriting agreements (each, a “2018 Underwriting Agreement”) with Piper Jaffray & Co., as the sole underwriter (the “2018 Underwriter”), in connection with separate but concurrent public offerings of the Company’s securities. Pursuant to the first 2018 Underwriting Agreement, the Company agreed to issue and sell an aggregate of 10,000,000 shares of Vermillion common stock offered by the 2018 Underwriter in a public offering at a price to the public of $1.00 per share (the “2018 Common Stock Offering”). Under this 2018 Underwriting Agreement, the Company granted the 2018 Underwriter an option to purchase up to an additional 1,500,000 shares of Vermillion common stock at the public offering price, less underwriting discounts and commissions, to cover over-allotments, if any. The 2018 Underwriter did not exercise this option. The 2018 Common Stock Offering closed on April 17, 2018 and resulted in proceeds, net of 7% underwriting costs and other offering costs, to the Company of $8,992,000 . Pursuant to the second 2018 Underwriting Agreement, the Company agreed to issue and sell an aggregate of 50,000 shares of Vermillion Series B Convertible Preferred Stock, par value $0.001 per share, offered by the 2018 Underwriter in a public offering at a price to the public of $100.00 per share (the “Series B Offering”). The Series B Offering closed on April 17, 2018 and resulted in proceeds, net of 7% underwriting costs and other offering costs, to the Company of $4,496,000 . Upon obtaining Company stockholder approval at the annual meeting of Company stockholders on June 21, 2018, each of the 50,000 shares of Vermillion Series B Convertible Preferred Stock was automatically converted into shares of Vermillion common stock, at a conversion rate of 100 shares of Vermillion common stock per one share of Vermillion Series B Convertible Preferred Stock, including shares issuable pursuant to customary anti-dilution provisions. 2010 Stock Incentive Plan The Company’s employees, directors, and consultants were eligible to receive awards under the Vermillion, Inc. Second Amended and Restated 2010 Stock Incentive Plan (the “2010 Plan”), which was replaced by the 2019 Plan (as defined below) with respect to future equity grants. As of June 30, 2019, a total of 7,159,586 shares of Vermillion common stock were reserved with respect to outstanding stock options and unvested restricted stock awards. 2019 Stock Incentive Plan At the Company’s annual meeting of stockholders on June 18, 2019, the Company’s stockholders approved the Vermillion, Inc. 2019 Stock Incentive Plan (the “2019 Plan”). The purposes of the 2019 Plan are (i) to align the interests of the Company’s stockholders and recipients of awards under the 2019 Plan by increasing the proprietary interest of such recipients in the Company’s growth and success; (ii) to advance the interests of the Company by attracting and retaining non-employee directors, officers, other employees, consultants, independent contractors and agents; and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders. The 2019 Plan allows the Company to grant stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to participants. Subject to the terms and conditions of the 2019 Plan, the initial number of shares authorized for grants under the 2019 Plan is 10,492,283. To the extent an equity award granted under the 2019 Plan or the 2010 Plan expires or otherwise terminates without having been exercised or paid in full, or is settled in cash, the shares of common stock subject to such award will become available for future grant under the 2019 Plan. As of June 30, 2019, a total of 10,492,283 shares of common stock had been reserved for issuance under the 2019 Plan, of which 100,000 shares of common stock are subject to outstanding stock options . Stock-Based Compensation During the six months ended June 30, 2019 , the Company awarded the Company’s non-employee directors an aggregate of 190,909 shares of restricted stock under the 2010 Plan having a grant date fair value of approximately $252,000 . The vesting of these shares of restricted stock is as follows: 25% on April 1, 2019; 25% on June 1, 2019; 25% on September 1, 2019; and 25% on December 1, 2019. During the six months ended June 30, 2019, the Company also granted the Company’s non-employee directors options to purchase an aggregate of 402,584 shares of Vermillion common stock with an exercise price of $1.29 per share. During the six months ended June 30, 2019, the Company awarded certain consultants 11,667 shares of restricted stock under the 2010 Plan having a grant date fair value of approximately $10,000 . During the six months ended June 30, 2019, the Company also granted certain consultants options to purchase 50,000 shares of Vermillion common stock with an exercise price of $0.47 per share. These stock options have performance-based vesting conditions based on certain metrics through March 31, 2020 . The Company also granted certain consultants options to purchase an aggregate of 100,000 shares of Vermillion common stock with an exercise price of $1.29 per share. During the three months ended June 30, 2019, the Company also granted certain consultants options to purchase an aggregate of 35,001 shares of Vermillion common stock with an exercise price of $1.28 per share. These stock options were granted under the 2010 Plan and were fully vested at the time of the grant . During the six months ended June 30, 2019, the Company granted certain officers and employees options to purchase an aggregate of 575,000 shares of Vermillion common stock with an exercise price of $0.47 per share. These stock options were granted under the 2010 Plan and have performance-based vesting conditions based on certain metrics through March 31, 2020 . During the six months ended June 30, 2019, the Company granted certain officers and employees options to purchase an aggregate of 55,000 shares of Vermillion common stock with an exercise price of $0.71 per share, 125,000 shares of Vermillion common stock with an exercise price of $0.77 per share and 1,073,000 shares of Vermillion common stock with an exercise price of $1.29 per share. These stock options were granted under the 2010 Plan and vest 25% on each of the four anniversaries of the vesting commencement date for each such stock option. During the three months ended June 30, 2019, the Company granted certain officers and employees options to purchase an aggregate of 14,000 shares of Vermillion common stock with an exercise price of $1.28 per share and 20,000 shares of Vermillion common stock with an exercise price of $1.13. These stock options were granted under the 2010 Plan and vest 25% on each of the four anniversaries of the vesting commencement date for each such stock option. During the three months ended June 30, 2019, the Company also granted certain officers and employees options to purchase an aggregate of 100,000 shares of Vermillion common stock with an exercise price of $1.01 per share. These stock options were granted under the 2019 Plan and vest 25% on each of the four anniversaries of the vesting commencement date for each such stock option. The allocation of employee stock-based compensation expense by functional area for the three and six months ended June 30, 2019 and 2018 was as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2019 2018 2019 2018 Cost of revenue $ 19 $ 23 $ 31 $ 47 Research and development 2 1 4 2 Sales and marketing 38 34 58 81 General and administrative 270 355 413 494 Total $ 329 $ 413 $ 506 $ 624 |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Loss Per Share [Abstract] | |
Loss Per Share | 5. LOSS PER SHARE The Company calculates basic loss per share using the weighted average number of shares of Vermillion common stock outstanding during the period. Because the Company is in a net loss position, diluted loss per share is calculated using the weighted average number of shares of Vermillion common stock outstanding and excludes the effects of 10,069,924 and 7, 572,134 potential shares of Vermillion common stock as of June 30, 2019 and 2018, respectively, that are anti-dilutive. Potential shares of Vermillion common stock include incremental shares of Vermillion common stock issuable upon the exercise of outstanding warrants, stock options and unvested restricted stock units. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 6. RELATED PARTY TRANSACTIONS On December 18, 2017, the Company entered into a consulting agreement for a term of up to five months with the Company’s former Senior Vice President, Finance and Chief Accounting Officer. Pursuant to the terms of the consulting agreement through May 15, 2018, the consultant provided accounting and finance services related to the transition of financial leadership . The Company agreed to pay $150 per hour for such consulting services. The consultant also remained eligible for payout under the Company’s 2017 Corporate Incentive Plan after he satisfactorily met certain performance obligations as outlined in the consulting agreement. During the six months ended June 30, 2019 and 2018, the consultant was paid an aggregate of none and $53,925 for services provided pursuant to the consulting agreement. |
Organization, Basis Of Presen_2
Organization, Basis Of Presentation And Significant Accounting And Reporting Policies (Policy) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Basis Of Presentation And Significant Accounting And Reporting Policies [Abstract] | |
Organization | Organization Vermillion, Inc. (“Vermillion”; Vermillion and its wholly-owned subsidiaries are collectively referred to as the “Company ,” “we” or “our ”) is incorporated in the state of Delaware, and is engaged in the business of developing and commercializing diagnostic tests for gynecologic disease. The Company sells OVA1 and Overa risk of malignancy tests for ovarian cancer (“OVA1” and “Overa,” respectively) through Vermillion’s wholly-owned Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) certified clinical laboratory, ASPiRA LABS, Inc. (“ASPiRA LABS”). The Company also offers in-vitro diagnostic (“IVD”) trial services to third-party customers through its wholly-owned subsidiary, ASPiRA IVD, Inc. (“ASPiRA IVD”), which commenced operations in June 2016. ASPiRA IVD is a specialized, CLIA certified, laboratory provider dedicated to meeting the unique testing needs of IVD manufacturers seeking to commercialize high-complexity assays. In addition, the Company launched genetic testing for specific women’s health diseases, called ASPiRA GenetiX, with a core focus on ovarian cancer. |
Liquidity | Liquidity The Company has incurred significant net losses and negative cash flows from operations since inception, and as a result has an accumulated deficit of approximately $414,954,000 at June 30, 2019. The Company also expects to incur a net loss and negative cash flows from operations for 2019. There can be no assurance that the Company will achieve or sustain profitability or positive cash flow from operations. However, management believes that the current working capital position will be sufficient to meet the Company’s working capital needs for at least the next 12 months. As discussed in Note 4, on June 28, 2019, the Company completed a public offering (the “Offering”), pursuant to which certain investors purchased Vermillion common stock for net proceeds of approximately $13,800,000 after deducting underwriting discounts, commissions and certain underwriting expenses but before deducting other expenses payable by us. On July 2, 2019, William Blair & Company, L.L.C., the sole underwriter of the Offering, exercised its option to purchase additional shares of Vermillion common stock for net proceeds of $2,092,500 , after deducting underwriting discounts and commissions . As discussed in Note 4, on April 17, 2018, the Company completed two public offerings (the “2018 Offerings”), pursuant to which certain investors purchased Vermillion common stock and Vermillion Series B convertible preferred stock for net proceeds of approximately $13,500,000 after deducting offering expenses. As discussed in Note 3, in March 2016, the Company entered into an agreement (the “Loan Agreement”) pursuant to which it may borrow up to $4,000,000 from the State of Connecticut Department of Economic and Community Development (the “DECD”). An initial disbursement of $2,000,000 was made to the Company on April 15, 2016 under the Loan Agreement. The remaining $2,000,000 will be advanced if and when the Company achieves certain future milestones. The loan may be prepaid at any time without premium or penalty. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements 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 to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments necessary for the fair statement of results for the periods presented, have been included. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year or any other interim period. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the interim unaudited condensed consolidated financial statements have read or have access to the audited consolidated financial statements for the preceding fiscal year. The condensed consolidated balance sheet at December 31, 2018 included in this report has been derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by GAAP. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2018 included in Vermillion’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 28, 2019 (the “2018 Annual Report”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated results. |
Revenue Recognition | Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) , which it adopted on January 1, 2018 using the modified retrospective method. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods and services. Product Revenue The Company's product revenue is generated by performing diagnostic services using its OVA1 and Overa tests, and the service is completed upon the delivery of the test result to the prescribing physician. The entire transaction price is allocated to the single performance obligation contained in a contract with a patient. All revenue is recognized upon completion of the OVA1 or Overa test based on estimates of amounts that will ultimately be realized. In determining the amount of revenue to be recognized for a delivered test result, the Company considers factors such as payment history and amount, payer coverage, whether there is a reimbursement contract between the payer and the Company, and any current developments or changes that could impact reimbursement. These estimates require significant judgment by management as the collection cycle on some accounts can be as long as one year. The Company also reviewed its patient account population and determined an appropriate distribution of patient accounts by payer ( i.e. , Medicare, patient pay, other third-party payer, etc .) into portfolios with similar collection experience. The Company has elected this practical expedient that, when evaluated for collectability, results in a materially consistent revenue amount for such portfolios as if each patient account were evaluated on an individual contract basis. There were no impairment losses on accounts receivable recorded during the six months ended June 30, 2019. Service Revenue The Company’s service revenue is generated by performing IVD trial services for third-party customers. Measurement of progress on contracts with customers will generally be based on the input measurement of cost incurred relative to the total expected costs to satisfy the performance obligation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718), Compensation - Stock Compensation (“ASU 2016-09”). The guidance simplifies several aspects of the accounting for share-based payments, including immediate recognition of all excess tax benefits and deficiencies in the income statement, changing the threshold to qualify for equity classification up to the employees' maximum statutory tax rates, allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur, and clarifying the classification on the statement of cash flows for the excess tax benefit and employee taxes paid when an employer withholds shares for tax-withholding purposes. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016 and interim periods within that reporting period. The Company adopted this standard on January 1, 2018, and the adoption did not have a material impact on the consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Base Payment Accounting. This new guidance expands the scope of Topic 718 to include share-based payment transactions from acquiring goods and services from nonemployees, which was previously codified under Topic 505, where this change will modify the measurement requirements of nonemployee awards. This amendment is effective for annual periods after December 15, 2018. The Company adopted this standard on January 1, 2019, and its impact was not material. In February 2016, the FASB issued ASU No. 2016-2, Leases (Topic 842 ) (“ASU 2016-2”) . This guidance is intended to make leasing activities more transparent and comparable, and requires substantially all leases to be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. ASU 2016-2 is effective for interim and annual periods beginning after December 15, 2018. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Full retrospective application is prohibited, and early adoption was permitted. The Company adopted ASU 2016-02 effective January 1, 2019 and elected the package of practical expedients and the new transition approach permitted by ASU 2018-11. ASU 2018-11 allows the Company not to reassess existing identification of leases, classification of leases or any initial direct costs. The Company has also elected to use the hindsight practical expedient. The Company has two office leases which are required to be recorded as Right of Use (“ROU”) assets and corresponding lease liabilities on the balance sheet. The Company had no short term leases with terms of less than twelve months as of the adoption date. The Company recognized ROU assets and a lease liability of approximately $178 ,000 related to its leases on its consolidated balance sheet as of January 1, 2019. The Company did not have a cumulative adjustment impacting retained earnings. In May 2014, the FASB issued ASC 606, which superseded existing revenue recognition guidance. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company adopted ASC 606 effective January 1, 2018 using the modified retrospective method. Please see the above “Revenue Recognition” section for a discussion of the Company’s revenue recognition under ASC 606. |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Commitments And Contingencies [Abstract] | |
Expense Associated with Operating Leases | The expense associated with these operating leases for the three months ended June 30, 2019 and 2018 is shown in the table below (in thousands). Three Months Ended June 30 Lease Cost Classification 2019 2018 Operating rent expense Cost of revenue $ 9 $ 25 Research and development 3 7 Sales and marketing 9 12 General and administrative 11 23 Variable rent expense Cost of revenue $ 12 $ 0 Research and development 3 0 Sales and marketing 10 0 General and administrative 14 1 The expense associated with these operating leases for the six months ended June 30, 2019 and 2018 is shown in the table below (in thousands). Six Months Ended June 30 Lease Cost Classification 2019 2018 Operating rent expense Cost of revenue $ 18 $ 50 Research and development 7 14 Sales and marketing 17 24 General and administrative 22 45 Variable rent expense Cost of revenue $ 24 $ 0 Research and development 6 0 Sales and marketing 20 0 General and administrative 28 2 |
Future Lease Payments Related to Operating Leases | 2019 $ 65 2020 40 2021 14 Total Operating Lease Payments 119 Less: Interest (2) Present Value of Lease Liabilities 117 |
Weighted-Average Lease Term and Discount Rate | Weighted-average remaining lease term (in years) 1.3 Weighted-average discount rate 2.50% |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity: | |
Allocation of Stock-Based Compensation Expense by Functional Area | Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2019 2018 2019 2018 Cost of revenue $ 19 $ 23 $ 31 $ 47 Research and development 2 1 4 2 Sales and marketing 38 34 58 81 General and administrative 270 355 413 494 Total $ 329 $ 413 $ 506 $ 624 |
Organization, Basis Of Presen_3
Organization, Basis Of Presentation And Significant Accounting And Reporting Policies (Details) | Jul. 02, 2019USD ($) | Jun. 28, 2019USD ($)item | Jan. 01, 2019USD ($)contract | Apr. 17, 2018USD ($)item | Apr. 15, 2016USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 22, 2016USD ($) |
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Accumulated deficit | $ (414,954,000) | $ (406,924,000) | ||||||
Number of completed public offerings | item | 1 | 2 | ||||||
Proceeds from public offering | $ 13,800,000 | $ 13,500,000 | ||||||
Impairment losses | 0 | |||||||
Operating lease liability | $ 117,000 | |||||||
Subsequent Event [Member] | ||||||||
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Proceeds from public offering | $ 2,092,500 | |||||||
DECD [Member] | ||||||||
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
DECD maximum borrowing capacity | $ 4,000,000 | |||||||
DECD initial disbursement | $ 2,000,000 | |||||||
DECD remaining borrowing capacity | $ 2,000,000 | |||||||
Accounting Standards Update 2016-02 [Member] | ||||||||
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Number of operating office leases | contract | 2 | |||||||
Operating lease right-of-use Assets | $ 178,000 | |||||||
Operating lease liability | $ 178,000 |
Commitments And Contingencies_2
Commitments And Contingencies (Narrative) (Details) | Apr. 15, 2016USD ($) | Mar. 22, 2016USD ($)employee | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Oct. 31, 2015USD ($) |
Commitments And Contingencies [Line Items] | |||||||
Percent of royalty paid | 4.00% | ||||||
Minimum royalty payment | $ 57,500 | ||||||
Royalty expense | $ 44,000 | $ 25,000 | $ 75,000 | $ 49,000 | |||
Trumbull, Connecticut Facility [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Leasehold improvements | $ 596,000 | ||||||
Lease term | 5 years | 5 years | |||||
Rent abatement period | 5 months | ||||||
Lease renewal term | 5 years | 5 years | |||||
DECD [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
DECD maximum borrowing capacity | $ 4,000,000 | ||||||
Fixed rate per annum | 2.00% | ||||||
Maturity date | Apr. 15, 2026 | ||||||
Amount eligible for forgiveness | $ 2,000,000 | ||||||
Job creation, consecutive period of hiring and retaining | 2 years | ||||||
Job creation, number of employees | employee | 40 | ||||||
Debt, maturity term | 10 years | ||||||
Debt penalty percentage | 5.00% | ||||||
DECD initial disbursement | $ 2,000,000 | ||||||
DECD remaining borrowing capacity | $ 2,000,000 |
Commitments And Contingencies_3
Commitments And Contingencies (Expense Associated with Operating Leases) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Cost Of Revenue [Member] | ||||
Operating rent expense | $ 9 | $ 25 | $ 18 | $ 50 |
Variable rent expense | 12 | 0 | 24 | 0 |
Research And Development [Member] | ||||
Operating rent expense | 3 | 7 | 7 | 14 |
Variable rent expense | 3 | 0 | 6 | 0 |
Sales And Marketing [Member] | ||||
Operating rent expense | 9 | 12 | 17 | 24 |
Variable rent expense | 10 | 0 | 20 | 0 |
General And Administrative [Member] | ||||
Operating rent expense | 11 | 23 | 22 | 45 |
Variable rent expense | $ 14 | $ 1 | $ 28 | $ 2 |
Commitments And Contingencies_4
Commitments And Contingencies (Future Lease Payments Related to Operating Leases) (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2019 | $ 65 |
2020 | 40 |
2021 | 14 |
Total Operating Lease Payments | 119 |
Less: Interest | (2) |
Present Value of Lease Liabilities | $ 117 |
Commitments And Contingencies_5
Commitments And Contingencies (Weighted-Average Lease Term and Discount Rate) (Details) | Jun. 30, 2019 |
Leases [Abstract] | |
Weighted-average remaining lease term (in years) | 1 year 3 months 18 days |
Weighted-average discount rate | 2.50% |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) | Jul. 02, 2019USD ($)$ / sharesshares | Jun. 28, 2019USD ($) | Jun. 21, 2018shares | Apr. 17, 2018USD ($) | Apr. 13, 2018agreement$ / sharesshares | Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2018USD ($) | Jun. 26, 2019$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock, shares issued | 94,378,200 | 94,378,200 | 75,501,394 | |||||||
Proceeds from issuance of private placement | $ | $ 17,000 | $ 29,000 | ||||||||
Proceeds from public offering | $ | $ 13,800,000 | $ 13,500,000 | ||||||||
Common stock value | $ | $ 94,000 | $ 94,000 | $ 75,000 | |||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Shares converted | 50,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Proceeds from public offering | $ | $ 2,092,500 | |||||||||
2019 Stock Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation shares reserved for issuance | 10,492,283 | 10,492,283 | ||||||||
Share based compensation shares authorized for grants | 10,492,283 | 10,492,283 | ||||||||
2019 Stock Incentive Plan [Member] | Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation shares reserved for issuance | 100,000 | 100,000 | ||||||||
2019 Stock Incentive Plan [Member] | Certain Officers And Employees [Member] | $1.01 [Member] | Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted | 100,000 | |||||||||
Stock options granted, average exercise price | $ / shares | $ 1.01 | $ 1.01 | ||||||||
2019 Stock Incentive Plan [Member] | Certain Officers And Employees [Member] | $1.01 [Member] | Stock Option [Member] | Year Four Anniversary [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
2010 Stock Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation shares reserved for issuance | 7,159,586 | 7,159,586 | ||||||||
2010 Stock Incentive Plan [Member] | Non-Employee Directors [Member] | Restricted Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted shares granted | 190,909 | |||||||||
Fair value of restricted share units | $ | $ 252,000 | |||||||||
2010 Stock Incentive Plan [Member] | Non-Employee Directors [Member] | Restricted Stock [Member] | April 1, 2019 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
2010 Stock Incentive Plan [Member] | Non-Employee Directors [Member] | Restricted Stock [Member] | June 1, 2019 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
2010 Stock Incentive Plan [Member] | Non-Employee Directors [Member] | Restricted Stock [Member] | September 1, 2019 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
2010 Stock Incentive Plan [Member] | Non-Employee Directors [Member] | Restricted Stock [Member] | December 1, 2019 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
2010 Stock Incentive Plan [Member] | Non-Employee Directors [Member] | $1.29 [Member] | Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted | 402,584 | |||||||||
Stock options granted, average exercise price | $ / shares | $ 1.29 | $ 1.29 | ||||||||
2010 Stock Incentive Plan [Member] | Certain Consultants [Member] | Restricted Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted shares granted | 11,667 | |||||||||
Fair value of restricted share units | $ | $ 10,000 | |||||||||
2010 Stock Incentive Plan [Member] | Certain Consultants [Member] | $0.47 [Member] | Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted | 50,000 | |||||||||
Stock options granted, average exercise price | $ / shares | 0.47 | $ 0.47 | ||||||||
2010 Stock Incentive Plan [Member] | Certain Consultants [Member] | $1.29 [Member] | Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted | 100,000 | |||||||||
Stock options granted, average exercise price | $ / shares | $ 1.29 | $ 1.29 | ||||||||
2010 Stock Incentive Plan [Member] | Certain Consultants [Member] | $1.28 [Member] | Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted | 35,001 | |||||||||
Stock options granted, average exercise price | $ / shares | $ 1.28 | $ 1.28 | ||||||||
2010 Stock Incentive Plan [Member] | Certain Officers And Employees [Member] | $0.47 [Member] | Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted | 575,000 | |||||||||
Stock options granted, average exercise price | $ / shares | 0.47 | $ 0.47 | ||||||||
2010 Stock Incentive Plan [Member] | Certain Officers And Employees [Member] | $0.71 [Member] | Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted | 55,000 | |||||||||
Stock options granted, average exercise price | $ / shares | 0.71 | $ 0.71 | ||||||||
2010 Stock Incentive Plan [Member] | Certain Officers And Employees [Member] | $0.77 [Member] | Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted | 125,000 | |||||||||
Stock options granted, average exercise price | $ / shares | 0.77 | $ 0.77 | ||||||||
2010 Stock Incentive Plan [Member] | Certain Officers And Employees [Member] | $1.29 [Member] | Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted | 1,073,000 | |||||||||
Stock options granted, average exercise price | $ / shares | $ 1.29 | $ 1.29 | ||||||||
2010 Stock Incentive Plan [Member] | Certain Officers And Employees [Member] | $1.29 [Member] | Stock Option [Member] | Year Four Anniversary [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
2010 Stock Incentive Plan [Member] | Certain Officers And Employees [Member] | $1.28 [Member] | Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted | 14,000 | |||||||||
Stock options granted, average exercise price | $ / shares | $ 1.28 | $ 1.28 | ||||||||
2010 Stock Incentive Plan [Member] | Certain Officers And Employees [Member] | $1.13 [Member] | Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted | 20,000 | |||||||||
Stock options granted, average exercise price | $ / shares | $ 1.13 | $ 1.13 | ||||||||
2010 Stock Incentive Plan [Member] | Certain Officers And Employees [Member] | $1.13 [Member] | Stock Option [Member] | Year Four Anniversary [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
2019 Offerings [Member] | Common Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock, shares issued | 18,750,000 | |||||||||
Underwriting agreement, per share | $ / shares | $ 0.80 | |||||||||
Underwriting agreement | 2,812,500 | |||||||||
Proceeds from public offering | $ | $ 13,800,000 | |||||||||
2019 Offerings [Member] | Common Stock [Member] | Subsequent Event [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock, shares issued | 2,812,500 | |||||||||
Price per share | $ / shares | $ 0.80 | |||||||||
Proceeds from public offering | $ | $ 2,092,500 | |||||||||
2018 Offerings [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Underwriting agreement, per share | $ / shares | $ 100 | |||||||||
Proceeds from public offering | $ | $ 4,496,000 | |||||||||
Preferred stock, shares issued | 50,000 | |||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||
Percentage of underwriting costs and other offering costs | 7.00% | |||||||||
Shares converted | 50,000 | |||||||||
2018 Offerings [Member] | Common Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of underwriting agreements | agreement | 2 | |||||||||
Common stock, shares issued | 10,000,000 | |||||||||
Underwriting agreement, per share | $ / shares | $ 1 | |||||||||
Underwriting agreement | 1,500,000 | |||||||||
Proceeds from public offering | $ | $ 8,992,000 | |||||||||
Common stock issuable per preferred share | 100 | |||||||||
Percentage of underwriting costs and other offering costs | 7.00% |
Stockholders' Equity (Allocatio
Stockholders' Equity (Allocation of Stock-Based Compensation Expense by Functional Area) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Cost Of Revenue [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 21 | $ 28 | $ 37 | $ 58 |
Research And Development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 2 | 1 | 4 | 2 |
Sales And Marketing [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 39 | 28 | 61 | 71 |
General And Administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 351 | 304 | 495 | 412 |
Employee Stock-Based Compensation [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 329 | 413 | 506 | 624 |
Employee Stock-Based Compensation [Member] | Cost Of Revenue [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 19 | 23 | 31 | 47 |
Employee Stock-Based Compensation [Member] | Research And Development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 2 | 1 | 4 | 2 |
Employee Stock-Based Compensation [Member] | Sales And Marketing [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 38 | 34 | 58 | 81 |
Employee Stock-Based Compensation [Member] | General And Administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 270 | $ 355 | $ 413 | $ 494 |
Loss Per Share (Details)
Loss Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Loss Per Share [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share | 10,069,924 | 7,572,134 |
Related Party Transactions (Det
Related Party Transactions (Details) - Former Senior Vice President, Finance And Chief Accounting Officer [Member] - USD ($) | Dec. 18, 2017 | Jun. 30, 2019 | Jun. 30, 2018 |
Related Party Transaction [Line Items] | |||
Term of consulting agreement | 5 months | ||
Payment per hour | $ 150 | ||
Payments to related party | $ 0 | $ 53,925 |