FORM 10-Q |
ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
SECURITIES EXCHANGE ACT OF 1934 |
ROKA BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) |
DELAWARE | 27-0881542 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ý | |||
Emerging Growth Company | ý |
PAGE | |
June 30, | December 31, | ||||||
2017 | 2016 | ||||||
ASSETS | |||||||
Current Assets: | |||||||
Cash and cash equivalents | $ | 2,392 | $ | 8,832 | |||
Short-term marketable securities | 8,977 | 16,001 | |||||
Trade accounts receivable, net of $0 allowance for doubtful accounts | 1,136 | 930 | |||||
Inventories | 4,054 | 3,739 | |||||
Prepaid expenses and other current assets | 1,760 | 2,339 | |||||
Total current assets | 18,319 | 31,841 | |||||
Property and equipment, net | 3,718 | 7,805 | |||||
Intangible assets, net | 8,321 | 18,651 | |||||
Other assets | 319 | 264 | |||||
Total assets | $ | 30,677 | $ | 58,561 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current Liabilities: | |||||||
Accounts payable | $ | 655 | $ | 1,325 | |||
Short-term deferred payments | 6,756 | 1,922 | |||||
Notes payable, current | 4,999 | 5,973 | |||||
Accrued expenses and other current liabilities | 1,861 | 2,572 | |||||
Total current liabilities | 14,271 | 11,792 | |||||
Deferred payments | 4,018 | 9,620 | |||||
Other long-term liabilities | 236 | 267 | |||||
Total liabilities | 18,525 | 21,679 | |||||
Commitments and Contingencies (See Note 11) | |||||||
Common stock, $0.001 par value: | |||||||
500,000,000 shares of Common Stock authorized; 5,013,314 shares issued and 5,007,742 shares outstanding, respectively at June 30, 2017; 5,008,290 shares issued and 5,002,718 shares outstanding at December 31, 2016 | 5 | 5 | |||||
Additional paid-in capital | 245,728 | 245,100 | |||||
Treasury stock, at cost: 5,572 shares at June 30, 2017 and December 31, 2016 | (84 | ) | (84 | ) | |||
Accumulated deficit | (233,497 | ) | (208,139 | ) | |||
Total stockholders’ equity | 12,152 | 36,882 | |||||
Total liabilities and stockholders’ equity | $ | 30,677 | $ | 58,561 |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Revenue | $ | 2,141 | $ | 1,824 | $ | 4,179 | $ | 3,451 | ||||||||
Operating expenses: | ||||||||||||||||
Cost of revenue | 2,236 | 2,048 | 4,346 | 4,124 | ||||||||||||
Research and development | 1,330 | 1,496 | 2,694 | 3,483 | ||||||||||||
Selling, general and administrative | 3,419 | 4,495 | 8,339 | 8,880 | ||||||||||||
Amortization of intangible assets | 937 | 939 | 1,874 | 1,879 | ||||||||||||
Impairment of long-lived assets | 11,641 | — | 11,641 | — | ||||||||||||
Total operating expenses | 19,563 | 8,978 | 28,894 | 18,366 | ||||||||||||
Loss from operations | (17,422 | ) | (7,154 | ) | (24,715 | ) | (14,915 | ) | ||||||||
Other income (expense): | ||||||||||||||||
Interest income (expense), net | (317 | ) | (404 | ) | (628 | ) | (822 | ) | ||||||||
Loss before income taxes | (17,739 | ) | (7,558 | ) | (25,343 | ) | (15,737 | ) | ||||||||
Income tax provision (benefit) | 15 | 2 | 15 | (1 | ) | |||||||||||
Net loss and comprehensive loss | $ | (17,754 | ) | $ | (7,560 | ) | $ | (25,358 | ) | $ | (15,736 | ) | ||||
Net Loss per Common Share: | ||||||||||||||||
Basic and diluted | $ | (3.56 | ) | $ | (4.31 | ) | $ | (5.09 | ) | $ | (8.98 | ) | ||||
Weighted average common shares outstanding used in computing net loss per common share: | ||||||||||||||||
Basic and diluted | 4,987,673 | 1,753,729 | 4,986,603 | 1,753,185 |
Preferred Stock | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Total | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||
Balance at December 31, 2015 | — | $ | — | 1,786,325 | $ | 18 | $ | (79 | ) | $ | 214,578 | $ | (169,604 | ) | $ | 44,913 | |||||||||||||
Issuance of restricted shares to employees, net of shares withheld for taxes | — | — | 2,094 | — | (5 | ) | — | — | (5 | ) | |||||||||||||||||||
Issuance of warrants | 8,880 | 8,880 | |||||||||||||||||||||||||||
Issuance of preferred stock | 22,500 | 12,396 | 12,396 | ||||||||||||||||||||||||||
Adjustment of preferred stock for beneficial conversion | (7,748 | ) | 7,748 | — | |||||||||||||||||||||||||
Exercise of options for Common Stock | — | — | — | — | |||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | 1,485 | — | 1,485 | |||||||||||||||||||||
Deemed dividend | 7,748 | (7,748 | ) | — | |||||||||||||||||||||||||
Conversion of convertible preferred stock into Common Stock | (22,500 | ) | (12,396 | ) | 3,214,299 | (13 | ) | 12,409 | — | — | |||||||||||||||||||
Net loss | — | — | — | — | — | — | (30,787 | ) | (30,787 | ) | |||||||||||||||||||
Balance at December 31, 2016 | — | $ | — | 5,002,718 | $ | 5 | $ | (84 | ) | $ | 245,100 | $ | (208,139 | ) | $ | 36,882 | |||||||||||||
Issuance of restricted shares to employees, net of shares withheld for taxes | — | — | 5,024 | — | — | — | — | — | |||||||||||||||||||||
Issuance of warrants | — | — | — | — | — | 4 | — | 4 | |||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | 624 | — | 624 | |||||||||||||||||||||
Net loss | — | — | — | — | — | — | (25,358 | ) | (25,358 | ) | |||||||||||||||||||
Balance at June 30, 2017 | — | — | 5,007,742 | 5 | (84 | ) | 245,728 | (233,497 | ) | 12,152 |
Six Months Ended June 30, | |||||||
2017 | 2016 | ||||||
Cash flows from operating activities | |||||||
Net loss | (25,358 | ) | $ | (15,736 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation and amortization | 2,824 | 3,040 | |||||
Impairment of long-lived assets | 11,641 | — | |||||
Loss on disposal of property and equipment | 20 | — | |||||
Provisions for inventory | 540 | 478 | |||||
Share-based compensation expense | 624 | 750 | |||||
Non-cash interest expense | 478 | 539 | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (205 | ) | (193 | ) | |||
Inventories | (854 | ) | (246 | ) | |||
Prepaid expenses and other assets | 607 | 430 | |||||
Accounts payable and accrued expenses | (1,785 | ) | (1,647 | ) | |||
Other liabilities | (33 | ) | (19 | ) | |||
Net cash used in operating activities | (11,501 | ) | (12,604 | ) | |||
Cash flows from investing activities | |||||||
Purchases of property and equipment | (69 | ) | (234 | ) | |||
Purchase of marketable securities | (2,987 | ) | (2,991 | ) | |||
Proceeds from maturities of marketable securities | 9,988 | 23,772 | |||||
Net cash provided by investing activities | 6,932 | 20,547 | |||||
Cash flows from financing activities | |||||||
Principal repayments | (1,000 | ) | (2,000 | ) | |||
Payments for issuance costs related to debt | (70 | ) | — | ||||
Deferred payments | (801 | ) | (467 | ) | |||
Restricted shares withheld for taxes | — | (5 | ) | ||||
Net cash used in financing activities | (1,871 | ) | (2,472 | ) | |||
Net change in cash and cash equivalents | (6,440 | ) | 5,471 | ||||
Cash and cash equivalents, beginning of period | 8,832 | 3,441 | |||||
Cash and cash equivalents, end of period | $ | 2,392 | $ | 8,912 |
As of December 31, 2016 | |||||||||
As previously reported | Change | As revised | |||||||
Prepaid expenses and other current assets | 5,614 | (3,275 | ) | 2,339 | |||||
Total current assets | 35,116 | (3,275 | ) | 31,841 | |||||
Total assets | 61,836 | (3,275 | ) | 58,561 | |||||
Accrued expenses and other current liabilities | 5,847 | (3,275 | ) | 2,572 | |||||
Total current liabilities | 15,067 | (3,275 | ) | 11,792 | |||||
Total liabilities | 24,954 | (3,275 | ) | 21,679 | |||||
Total liabilities and stockholders' equity | 61,836 | (3,275 | ) | 58,561 |
As of December 31, 2016 | |||||||||
As previously reported | Change | As revised | |||||||
Other | 3,658 | (3,275 | ) | 383 | |||||
Total accrued expenses | 5,847 | (3,275 | ) | 2,572 |
Amortized Cost | Gross Unrealized Holding Gains | Gross Unrealized Holding Losses | Aggregate Fair Value | |||||||||
June 30, 2017 | ||||||||||||
Short-term marketable securities | ||||||||||||
Debt securities | $ | 8,977 | $ | 16 | $ | (5 | ) | $ | 8,988 | |||
December 31, 2016 | ||||||||||||
Short-term marketable securities | ||||||||||||
Debt securities | $ | 16,001 | $ | — | $ | (10 | ) | $ | 15,991 |
As of June 30, | As of December 31, | ||||||
2017 | 2016 | ||||||
Raw materials | $ | 885 | $ | 696 | |||
Work in process | — | 39 | |||||
Finished goods | 3,169 | 3,004 | |||||
$ | 4,054 | $ | 3,739 |
As of June 30, | As of December 31, | ||||||
2017 | 2016 | ||||||
Atlas instruments placed with customers(1) | $ | 5,007 | $ | 5,295 | |||
Atlas instruments intended for placement(1)(2) | 1,817 | 4,181 | |||||
Manufacturing equipment(1) | 2,512 | 3,045 | |||||
Laboratory equipment | 2,907 | 2,912 | |||||
Computer and office equipment | 1,576 | 1,557 | |||||
Leasehold improvements | 1,475 | 1,504 | |||||
Software | 1,142 | 1,142 | |||||
Total property and equipment | $ | 16,436 | $ | 19,636 | |||
Less: Accumulated depreciation | (12,718 | ) | (11,831 | ) | |||
Total | $ | 3,718 | $ | 7,805 |
(1) | In relation to the asset group impairment discussed in Note 7, the Atlas instruments placed with customers were impaired in the three months ended June 30, 2017 by $0.9 million, the Atlas instruments intended for placement were impaired by $1.8 million and the Manufacturing equipment was impaired by $0.4 million. |
(2) | The Company does not depreciate Atlas instruments prior to the instruments being placed with customers. |
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||
Depreciation expense | $ | 479 | $ | 601 | 950 | 1,161 | ||||||||
Impairment expense(1) | 3,185 | $ | — | 3,185 | — |
June 30, 2017 | December 31, 2016 | ||||||
Intangible asset, gross | $ | 28,259 | $ | 28,259 | |||
Accumulated amortization | (11,482 | ) | (9,608 | ) | |||
Impairment charge | (8,456 | ) | — | ||||
Intangible asset, net | $ | 8,321 | $ | 18,651 |
As of June 30, | As of December 31, | ||||||
2017 | 2016 | ||||||
Employee related | $ | 1,393 | $ | 2,072 | |||
Professional services | 110 | 117 | |||||
Other | 358 | 383 | |||||
Total accrued expenses and other current liabilities | $ | 1,861 | $ | 2,572 |
As of June 30, | As of December 31, | ||||||
2017 | 2016 | ||||||
Current | |||||||
Deferred payments, gross | $ | 2,000 | $ | 2,076 | |||
Imputed interest | (62 | ) | (154 | ) | |||
Deferred payments, net | $ | 1,938 | $ | 1,922 | |||
Long-term | |||||||
Deferred payments, gross | $ | — | $ | 1,136 | |||
Imputed interest | — | (8 | ) | ||||
Deferred payments, net | $ | — | $ | 1,128 |
Fair value measurements using: | |||||||||||||
Carrying Value | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||
Financial Assets and Liabilities Carried at Fair Value | |||||||||||||
As of June 30, 2017 | |||||||||||||
Financial Assets: | |||||||||||||
Money market deposit accounts | $ | 2,284 | $ | 2,284 | — | — | |||||||
As of December 31, 2016 | |||||||||||||
Financial Assets: | |||||||||||||
Money market deposit accounts | $ | 7,712 | $ | 7,712 | — | — | |||||||
Financial Assets Carried at Amortized Cost | |||||||||||||
As of June 30, 2017 | |||||||||||||
Short-term marketable securities | $ | 8,977 | $ | 4,692 | 4,296 | — | |||||||
As of December 31, 2016 | |||||||||||||
Short-term marketable securities | $ | 16,001 | $ | 7,080 | 8,911 | — |
For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Stock options | $ | 125 | $ | 170 | $ | 229 | $ | 380 | |||||||
Restricted stock | $ | 231 | $ | 185 | $ | 395 | $ | 370 |
For the Six Months Ended June 30, | ||||
2017 | 2016 | |||
Expected life in years | 5.5-6.2 | 5.5-6.2 | ||
Interest rate | 1.86%-2.11% | 1.27%-1.92% | ||
Volatility | 85% - 89% | 80% - 88% | ||
Dividend yield | — | — |
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Net loss applicable to common shareholders (thousands) | $ | (17,754 | ) | $ | (7,560 | ) | $ | (25,358 | ) | $ | (15,736 | ) | ||||
Basic and diluted weighted average common shares outstanding | 4,987,673 | 1,753,729 | 4,986,603 | 1,753,185 | ||||||||||||
Basic and diluted loss per share | $ | (3.56 | ) | $ | (4.31 | ) | $ | (5.09 | ) | $ | (8.98 | ) |
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||
Basic weighted average shares outstanding | 4,987,673 | 1,753,729 | 4,986,603 | 1,753,185 | ||||||||
Dilutive effect of unvested restricted stock | — | 921 | 542 | 461 | ||||||||
Basic weighted average shares outstanding had the Company not incurred a loss | 4,987,673 | 1,754,650 | 4,987,145 | 1,753,646 | ||||||||
Dilutive effect of warrants | — | — | — | — | ||||||||
Dilutive effect of stock options | 107 | 32 | 53 | 34 | ||||||||
Diluted weighted average shares outstanding had the Company not incurred a loss | 4,987,780 | 1,754,682 | 4,987,198 | 1,753,680 |
Six Months Ended June 30, | |||||||
2017 | 2016 | ||||||
Customer A | $ | 939 | $ | 702 | |||
Customer B | $ | 872 | $ | 1,113 | |||
Customer C | $ | 478 | * | ||||
Customer D | * | $ | 348 |
• | the ability to complete the sale of substantially all of the assets (the "Asset Sale") pursuant to the definitive agreement (the “Asset Purchase Agreement”) with Rokabio, Inc., a newly formed subsidiary of Institute for Environmental Health, providing for the sale of substantially all of the Company's assets; |
• | the amount of liquidating distributions available for distribution to stockholders after payment of the Company’s liabilities, including the $2.5 million payment under the license agreement, repayment of the Company’s outstanding bank debt, the payment of expenses to be incurred for the operation of the business through the Transition Period, and the payment of expenses incurred in connection with the Asset Sale and winding down of the Company’s operations, and other liabilities incurred by the Company through such expected dissolution; |
• | the ability of our Atlas Detection Assays and Atlas instrument to gain market acceptance, particularly from key thought leaders in the industry, major food companies and third-party food safety testing laboratories; |
• | our ability to achieve or sustain profitability and if we are unable to achieve or sustain profitability, we may need to write off certain intangible assets if events or changes in circumstances indicate that the carrying value of such assets is not recoverable and if such assets are found to be impaired, which could have a material adverse effect on our financial condition and results of operations; |
• | the ability of our Atlas solution to provide our customers with accurate, timely test results and improved laboratory efficiencies; |
• | our relationship with Gen-Probe under our license and supply agreements; |
• | our relationships with key suppliers, including certain single source suppliers such as Gen-Probe, from whom we obtain our Atlas instrument and supplies for Atlas Detection Assays and certain components and materials used in our assays; |
• | our ability to manufacture our complex assays in accordance with precise technical specifications and in sufficient quantities, on a timely basis; |
• | our ability to protect our intellectual property rights, including the patent rights we license from Gen-Probe; |
• | our ability to defend against any future claims that our Atlas Detection Assays and Atlas instrument infringe the patent rights of any third parties; |
• | our ability to manage lengthy and variable sales cycles and to forecast revenue and operating expenses; |
• | anticipated trends and challenges in our business and the markets in which we operate; and |
• | the factors listed under the heading “Risk Factors” in the Company’s annual report on Form 10-K for the year ended December 31, 2016 and other reports that we file with the Securities and Exchange Commission. |
Three Months Ended June 30, | Change | |||||||||||||
2017 | 2016 | $ | % | |||||||||||
(amounts in thousands, except percentages) | ||||||||||||||
Statement of Operations Data: | ||||||||||||||
Revenue | $ | 2,141 | $ | 1,824 | $ | 317 | 17 | % | ||||||
Operating Expenses | ||||||||||||||
Cost of revenue | 2,236 | 2,048 | 188 | 9 | % | |||||||||
Research and development | 1,330 | 1,496 | (166 | ) | (11 | )% | ||||||||
Selling, general and administrative | 3,419 | 4,495 | (1,076 | ) | (24 | )% | ||||||||
Amortization of intangible asset | 937 | 939 | (2 | ) | — | % | ||||||||
Impairment of long-lived assets | 11,641 | — | 11,641 | — | % | |||||||||
Total operating expenses | 19,563 | 8,978 | (1,056 | ) | (12 | )% | ||||||||
Loss from operations | (17,422 | ) | (7,154 | ) | 1,373 | (19 | )% | |||||||
Other (expense) income: | ||||||||||||||
Interest income (expense), net | (317 | ) | (404 | ) | 87 | (22 | )% | |||||||
Net loss | $ | (17,754 | ) | $ | (7,560 | ) | $ | (10,194 | ) | 135 | % |
Six Months Ended June 30, | Change | |||||||||||||
2017 | 2016 | $ | % | |||||||||||
(amounts in thousands, except percentages) | ||||||||||||||
Statement of Operations Data: | ||||||||||||||
Revenue | $ | 4,179 | $ | 3,451 | $ | 728 | 21 | % | ||||||
Operating Expenses | ||||||||||||||
Cost of revenue | 4,346 | 4,124 | 222 | 5 | % | |||||||||
Research and development | 2,694 | 3,483 | (789 | ) | (23 | )% | ||||||||
Selling, general and administrative | 8,339 | 8,880 | (541 | ) | (6 | )% | ||||||||
Amortization of intangible asset | 1,874 | 1,879 | (5 | ) | — | % | ||||||||
Impairment of long-lived assets | 11,641 | — | 11,641 | — | % | |||||||||
Total operating expenses | 28,894 | 18,366 | 10,528 | 57 | % | |||||||||
Loss from operations | (24,715 | ) | (14,915 | ) | (9,800 | ) | 66 | % | ||||||
Other (expense) income: | ||||||||||||||
Interest income (expense), net | (628 | ) | (822 | ) | 194 | (24 | )% | |||||||
Net loss | $ | (25,358 | ) | $ | (15,736 | ) | $ | (9,622 | ) | 61 | % |
Six Months Ended June 30, | |||||||
2017 | 2016 | ||||||
Net cash used in operating activities | $ | (11,501 | ) | $ | (12,604 | ) | |
Net cash provided by (used in) investing activities | 6,932 | 20,547 | |||||
Net cash provided by (used in) financing activities | (1,871 | ) | (2,472 | ) | |||
Net increase / (decrease) in cash and cash equivalents | $ | (6,440 | ) | $ | 5,471 |
Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||||
Deferred payment obligations(1) | $ | 12,000 | $ | 7,000 | $ | 5,000 | $ | — | $ | — | |||||||||
Operating lease obligations(2) | 3,634 | 891 | 1,914 | 547 | 282 | ||||||||||||||
Purchase obligations(3) | 575 | 575 | — | — | — | ||||||||||||||
Notes payable(4) | 5,040 | 5,040 | — | — | — | ||||||||||||||
Total contractual obligations | $ | 21,249 | $ | 13,506 | $ | 6,914 | $ | 547 | $ | 282 |
(1) | The deferred payment obligations are based upon the gross deferred amounts outstanding for instruments purchased from Gen-Probe as of June 30, 2017 as disclosed in the notes to our unaudited financial statements included elsewhere in this Form 10-Q. Such amounts are recorded at their aggregate present value of $1.9 million on the Balance Sheet as of June 30, 2017. The timing of when these payments are due reflects our current estimates of repayment. We do not believe that future revisions of estimates will have a significant impact on the timing of payments. Additionally, amounts due in less than one year includes the $5.0 million lump-sum payments payable to Gen-Probe on January 1, 2018 and amounts due beyond one year represent the $5.0 million lump-sum payment payable to Gen-Probe on January 1, 2020 in accordance with the amendment to our licensing agreement discussed in "Results of Operations". Such amounts are recorded at their present values of $4.8 million and $4.0 million as current and non-current liabilities, respectively, on the Balance Sheet as of June 30, 2017. |
(2) | Our operating lease obligations represent the contractual payments due for the lease of our corporate office in Warren, NJ and our facility in San Diego, CA. |
(3) | Our purchase obligations represent the total cost of instruments and supplies which we are committed to purchase from Gen-Probe as well as additional obligations due under other agreements entered into in the normal course of business. In accordance with the supply agreement with Gen-Probe, our purchases of Atlas instruments are defined in rolling quarterly forecasts, and these forecasts become binding commitments for approximately nine months of Atlas instrument purchases at any given time. Our obligation to purchase supplies from Gen-Probe is defined in an annual purchase order submitted in the third quarter of each year. |
(4) | Such amounts include the total principal outstanding at June 30, 2017 of $5.0 million and final payment fees of $0.04 million, of which approximately $4.0 million is due within one year from the Balance Sheet date. The remaining amounts are shown as being due in less than one year as our loan agreement contains a material adverse change clause which allows the lender to call the debt based on subjective factors regarding our business and performance. Amounts which are or may become payable as interest are excluded from the table, but are estimated to be approximately $0.1 million during the remainder of 2017. |
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 4. | CONTROLS AND PROCEDURES |
• | Whether any potential claimants against us and currently unknown to us could present claims relating to our pre-dissolution operations that we may ultimately have to satisfy; |
• | The costs we may have to incur to defend new claims and claims existing as of the date of this proxy statement, including possible claims against us relating to our dissolution and possible tax audits; |
• | The payment of our outstanding bank debt and the $2.5 million under our license agreement; |
• | The payment of expenses to be incurred for the operation of the business through the Transition Period; |
• | The payment of expenses incurred in connection with the Asset Sale and our severance obligations; |
• | The amounts that we will need to pay for general administrative and overhead costs and expenses as an operating company before our dissolution and the amounts that we will need to pay in connection with our post-dissolution survival period; |
• | The costs attendant on us as a publicly held reporting company under SEC regulations, including legal and auditing fees, especially if we are unable to obtain relief from requirements to continue preparing and filing our annual, quarterly and current reports; and |
• | How much of our funds we will be required to reserve to provide for contingent liabilities, and how long it may take to finally determine whether and how much of those liabilities may have to be paid. |
ITEM 6. | EXHIBITS |
ROKA BIOSCIENCE, INC. | ||||||
Date: | August 18, 2017 | By: /s/ Mary Duseau | ||||
Mary Duseau | ||||||
President and Chief Executive Officer (Principal Executive Officer) | ||||||
Date: | August 18, 2017 | By: /s/ Lars Boesgaard | ||||
Lars Boesgaard | ||||||
Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit No. | ||
31.1* | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2* | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1** | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101* | Interactive Data Files regarding (a) our Condensed Balance Sheets as of June 30, 2017 and December 31, 2016 (b) our Condensed Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2017 and 2016, (c) our Condensed Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2016 and (d) the Notes to such Condensed Financial Statements. |
* | Filed herewith |
** | Furnished herewith |
1. | I have reviewed this Quarterly Report on Form 10-Q of Roka Bioscience, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
(a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us particularly during the period in which this report is being prepared; |
(b) | (paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); |
(c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Mary Duseau |
Mary Duseau |
President and Chief Executive Officer |
(Principal Executive Officer) |
1. | I have reviewed this Quarterly Report on Form 10-Q of Roka Bioscience, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
(a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us particularly during the period in which this report is being prepared; |
(b) | (paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); |
(c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Lars Boesgaard |
Lars Boesgaard |
Vice President and Chief Financial Officer |
(Principal Financial and Accounting Officer) |
/s/ Mary Duseau |
Mary Duseau |
President and Chief Executive Officer |
(Principal Executive Officer) |
/s/ Lars Boesgaard |
Lars Boesgaard |
Vice President and Chief Financial Officer |
(Principal Financial and Accounting Officer) |
Document and Entity Information - shares |
6 Months Ended | |
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Jun. 30, 2017 |
Aug. 14, 2017 |
|
Document And Entity Information [Abstract] | ||
Document type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2017 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | ROKA | |
Entity Registrant Name | ROKA BIOSCIENCE, INC. | |
Entity Central Index Key | 0001472343 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 5,007,742 |
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) |
Jun. 30, 2017 |
Dec. 31, 2016 |
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Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Common stock par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 5,013,314 | 5,008,290 |
Common stock, shares outstanding (in shares) | 5,007,742 | 5,002,718 |
Treasury stock (in shares) | 5,572 | 5,572 |
Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
|
Income Statement [Abstract] | ||||
Revenue | $ 2,141 | $ 1,824 | $ 4,179 | $ 3,451 |
Operating expenses: | ||||
Cost of revenue | 2,236 | 2,048 | 4,346 | 4,124 |
Research and development | 1,330 | 1,496 | 2,694 | 3,483 |
Selling, general and administrative | 3,419 | 4,495 | 8,339 | 8,880 |
Amortization of intangible assets | 937 | 939 | 1,874 | 1,879 |
Impairment of long-lived assets | 11,641 | 0 | 11,641 | 0 |
Total operating expenses | 19,563 | 8,978 | 28,894 | 18,366 |
Loss from operations | (17,422) | (7,154) | (24,715) | (14,915) |
Other income (expense): | ||||
Interest income (expense), net | (317) | (404) | (628) | (822) |
Loss before income taxes | (17,739) | (7,558) | (25,343) | (15,737) |
Income tax provision (benefit) | 15 | 2 | 15 | (1) |
Net loss and comprehensive loss | $ (17,754) | $ (7,560) | $ (25,358) | $ (15,736) |
Net Loss per Common Share: | ||||
Basic and diluted (in USD per share) | $ (3.56) | $ (4.31) | $ (5.09) | $ (8.98) |
Weighted average common shares outstanding used in computing net loss per common share: | ||||
Basic and diluted (in shares) | 4,987,673 | 1,753,729 | 4,986,603 | 1,753,185 |
Business Overview |
6 Months Ended |
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Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Overview | BUSINESS OVERVIEW Business Roka Bioscience, Inc. (“Roka” or “the Company”) is focused on the development and commercialization of molecular assay technologies for the detection of foodborne pathogens. The Company was established in September 2009 through the acquisition of industrial testing assets and technology from Gen-Probe Incorporated, which was subsequently acquired by Hologic, Inc. (herein referred to as “Gen-Probe”). The Company has limited capital resources, has experienced negative cash flows from operations and has incurred net losses since inception. The Company expects to continue to experience negative cash flows from operations and incur net losses in the near term as it devotes substantially all of its efforts on commercialization of its products and completion of its obligations under the asset purchase agreement discussed in Note 18. The Company’s business is subject to significant risks and its ability to successfully develop, manufacture and commercialize proprietary products is dependent upon many factors which include, but are not limited to, risks and uncertainties associated with materials, manufacturing scale-up, retention of key personnel, customer acceptance and competition. In addition, the Company’s debt agreement contains certain clauses which allow the lender to require repayment of the debt based on subjective factors regarding the Company’s business and performance, if those factors are considered a material adverse change by the lender. On September 21, 2016, the Company closed a private placement in which it sold 22,500 shares of Series A Preferred Stock and 3,214,299 warrants to purchase Common Stock ("the Offering"). The Company received $21.3 million of net proceeds from the Offering after deducting placement agent fee and offering expenses, see Note 15 for further details. On July 22, 2014, the Company completed an initial public offering ("IPO") in which it received $53.2 million of net proceeds from the offering after deducting underwriting discounts, commissions and offering expenses. Going Concern These financial statements have been prepared assuming that the Company will continue as a going concern. Based upon its current and projected cash flow, the Company notes there is substantial doubt about its ability to continue as a going concern within one year after the date that these financial statements are issued. The Company has entered into an asset purchase agreement for the sale of substantially all of its assets which is discussed in further detail in Note 18. The asset sale is the initial step in a contemplated liquidation of the Company. Liquidity requirements through the end of 2017 include interest and principal payments on the Company's outstanding debt and a payment to Gen-Probe of $2.5 million due in August 2017. The planned asset sale does not eliminate the substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty or any planned liquidation. Concentration of Suppliers The Company relies on single source suppliers, including Gen-Probe, for certain components and materials used in its products, including its Atlas Detection Assays. Since the Company’s contracts with these suppliers, including Gen-Probe, do not commit the suppliers to carry inventory or to make available any minimum quantities, the Company may be unable to obtain adequate supplies in a timely manner or on commercially reasonable terms. If the Company loses such suppliers, or its suppliers encounter financial hardships, the Company may not be able to identify or enter into agreements with alternative suppliers on a timely basis on acceptable terms, if at all. Transitioning to a new supplier could be time consuming, may be expensive, may result in an interruption in the Company’s operations and could affect the performance specifications of the Company’s products. If the Company should encounter delays or difficulties in securing the quality and quantity of materials required for its products, the Company’s ability to manufacture its products would be interrupted which could adversely affect sales. |
Summary of Significant Accounting Policies |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Roka Bioscience, Inc. have been prepared by the Company in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting, which do not conform in all respects to the requirements of U.S. GAAP for annual financial statements. The information included in this quarterly report on Form 10-Q should be read in conjunction with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 20, 2017 (the “2016 Form 10-K”). Accordingly, these condensed consolidated notes to the unaudited financial statements should be read in conjunction with the 2016 audited financial statements and notes thereto prepared in accordance with U.S. GAAP. The unaudited financial statements have been prepared using accounting policies that are consistent with the policies used in preparing the Company’s audited financial statements for the year ended December 31, 2016. The condensed consolidated Balance Sheet as of December 31, 2016 was derived from the Company’s audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. The unaudited financial statements reflect all normal and recurring adjustments necessary, if any, for a fair statement of the Company’s financial position and results of operations for the interim periods presented. The results of operations for the six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any other future annual or interim period. There have been no changes in the significant accounting policies from those included in the 2016 Form 10-K. However, in order to further clarify the Company's policy with respect to impairment of long-lived assets, below please find a description of such policy. Impairment of Long-Lived Assets The Company’s long-lived assets are primarily comprised of intangible assets and property, plant and equipment. The Company evaluates its finite-lived intangible assets and property, plant and equipment, for impairment whenever events or changes in circumstances indicate the carrying value of an asset or group of assets is not recoverable. If these circumstances exist, recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted cash flows expected to be generated by the asset group. If the Company’s estimated undiscounted future cash flows are below the asset group’s carrying value, the Company may recognize an impairment charge measured by its fair value. See Note 7 for further details. Reverse Stock Split In June 2016, the Company's shareholders approved an amendment to the Company's certificate of incorporation and grant of discretionary authority to the Board of Directors to effect a reverse stock split. On October 11, 2016, the Company's Board of Directors effected a 10:1 reverse stock split of the Company's Common Stock. In addition, effective on the date of the reverse stock split, the conversion price of the Company's Preferred Stock sold in the Offering detailed in Note 1 was adjusted proportionately, and consequently each share of such Preferred Stock became convertible into approximately 143 shares of Common Stock. Unless otherwise noted, the Company’s historical share and per share information have been retroactively adjusted as if such stock split and corresponding change in conversion ratio occurred on the first day of the first period presented. Prior Period Corrections Previously, the Company included approximately $3.3 million in Other current assets and Accrued expenses and other current liabilities related to the settlement amount for the class action lawsuit filed against the Company. The amount in Other current assets represented the expected reimbursement from the Company's insurance provider and the amount in Accrued expenses and other current liabilities was determined based upon the proposed settlement amount. During April 2017, the Company received additional information regarding the status of the litigation which indicated the Company's insurance provider disbursed the settlement amount and the settlement amount was finalized by the court as of December 31, 2016. As such, the Company has revised the December 31, 2016 balance sheet as indicated in the table below.
Additionally, the Company made the following corrections to the amounts presented in the Accrued expenses footnote below.
The Company believes these corrections are not material to any previously issued financial statements and further notes these adjustments have no impact on the 2016 Consolidated Statement of Operations and Comprehensive Loss, the Consolidated Statement of Convertible Preferred Stock Stockholders' Equity (Deficit), or the net amounts presented in the Consolidated Statement of Cash Flows for the year ended December 31, 2016. New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments. This standard clarifies the treatment of specific cash flow issues in order to reduce existing diversity in practice. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company does not believe this new guidance will have a material impact on its financial statements. In February 2016, the FASB issued ASU 2016-02, creating Topic 842, Leases which supersedes the guidance in former ASC 840, Leases, to increase transparency and comparability among organizations by requiring recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. The standard will become effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The guidance is required to be adopted at the earliest period presented using a modified retrospective approach. The Company is currently in the process of evaluating the impact this new guidance will have on its financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This standard outlines a single comprehensive revenue recognition model for all contracts with customers and supersedes current revenue recognition guidance. The revenue standard contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depict the transfer of control of goods or services to its customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The new standard also includes enhanced disclosure requirements. During 2016, the FASB issued several accounting updates (ASU No. 2016-08, 2016-10 and 2016-12) to clarify implementation guidance and correct unintended application of the guidance. ASU 2014-09 provides companies with two implementation methods, companies can choose to apply the standard retrospectively to each prior reporting period presented (full retrospective application) or retrospectively with the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings of the annual reporting period that includes the date of initial application (modified retrospective application). The Company plans to adopt the new standard on January 1, 2018, using the “modified retrospective” method. The Company continues to make progress in its assessment and implementation of the new standard, however, completion of this assessment is still ongoing, and as such, the Company has not yet determined if the new standard will have a material impact on its revenue recognition accounting policy or its Consolidated Financial Statements. Adoption of New Accounting Principle In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. The standard requires entities to classify all deferred tax assets and liabilities as noncurrent. The standard became effective for interim and annual periods beginning after December 15, 2016. The Company adopted this new guidance beginning with the annual period beginning January 1, 2017. No adjustments were required to be made to the financial statements as a result of the Company's adoption of this new guidance. |
Cash and Cash Equivalents |
6 Months Ended |
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Jun. 30, 2017 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | CASH AND CASH EQUIVALENTS The Company’s entire balance of Cash and cash equivalents as of June 30, 2017 was held in demand accounts with one financial institution, which subjects the Company to significant concentrations of credit risk. |
Marketable Securities |
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Investments, Debt and Equity Securities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Marketable Securities | MARKETABLE SECURITIES As of June 30, 2017 and December 31, 2016, the fair value of held-to-maturity marketable securities by type of security was as follows (amounts in thousands):
Marketable securities held by the Company are recorded at amortized cost and consist of United States treasury bills, commercial paper, U.S. government-related debt, and corporate debt securities. All short-term marketable securities held by the Company mature within one year from the respective balance sheet date. |
Inventories |
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Inventory Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventories | INVENTORIES The following table provides details of the Company’s net inventories (amounts in thousands):
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Property and Equipment |
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Property and Equipment | PROPERTY AND EQUIPMENT The following table provides details of the Company’s property and equipment (amounts in thousands):
As of June 30, 2017 and December 31, 2016, the cost of Atlas instruments, after the impairments noted above, which represents equipment on lease or held for lease, was $3.1 million and $6.4 million, respectively, net of accumulated depreciation of $3.7 million and $3.1 million, respectively. Expenses for impairment and depreciation of property and equipment were incurred as follows (amounts in thousands):
(1) See Note 7 for further details on the impairment charges realized. |
Intangible Assets |
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets | INTANGIBLE ASSETS In June 2014, the Company entered into a second amendment to its license agreement with Gen-Probe (the "Second License Amendment"). Under the Second License Amendment, the Company obtained a two-year option to reduce the royalty rate it pays to Gen-Probe in exchange for an option payment of $2.5 million. Upon completion of its IPO in July 2014, the Company exercised its option and issued to Gen-Probe 865,063 shares of common stock valued at $10.51 per share on the issuance date and made a cash payment of $8.0 million. Under the Second License Amendment, the Company is required to make additional cash payments of $5.0 million on January 1, 2018 and $5.0 million on January 1, 2020. These payment terms were modified under a third amendment (the "Third License Amendment") entered into on August 16, 2017, see note 18 for additional details. The aggregate cash and stock payments made to Gen-Probe along with the present value of the two $5.0 million payments described above were recorded as a $26.6 million addition to the Company's intangible technology asset in Intangible assets on the Balance Sheet and will be amortized on a straight-line basis through the end of the estimated remaining life of the technology asset. See Note 9 for further details on the additional required future cash payments described above. Pursuant to the terms of the Second License Amendment, the Company committed to additional future contingent payments, as described in Note 11 below. If made, such additional payments will further reduce the royalty rate the Company pays to Gen-Probe, and will be recorded as additions to the Company's intangible technology asset upon payment and amortized over the estimated remaining life of the technology asset. The Company assesses its intangible and other long-lived assets for impairment whenever events or other changes in circumstances suggest that the carrying value of an asset group may not be recoverable based on its undiscounted future cash flows. If the Company’s estimated undiscounted future cash flows are below the asset group’s carrying value, the Company may recognize an impairment charge measured by its fair value. During the second quarter of 2017, due to revenues and customer acquisitions falling below the Company's previous projections, the Company prepared revised projections for revenue and expenses. Compared to the Company's previous projections, the revised projections indicated reduced revenue from sales of the Company's products, expected to result in continued and increased cash flow losses for the Company. Additionally, a decision was made to pursue a sale of the Company or its assets. Based on these facts and events described above, the Company determined a triggering event had occurred, requiring an assessment of whether the asset group was impaired as of June 30, 2017. In addition, the Company determined the assets did not qualify for held-for-sale as of June 30, 2017 and as such the impairment analysis was performed under the held-for-use guidance. The Company completed its assessment of the asset group, which includes the intangible asset, for recoverability. The recoverability assessment was based upon probability-weighted cash flow estimates resulting from updated revenue and expense projections. Based on the cash flow projections associated with the asset group, the Company determined that the asset group was impaired as of June 30, 2017. The Company subsequently determined the fair value of the asset group, considering the present value of future cash flows from a potential liquidation scenario as well as estimates of fair value based on an asset sale scenario. Based on the impairment assessment, the Company determined that the fair value of the asset group, including the intangible asset, was $11.5 million as of June 30, 2017, and the Company recognized an impairment of $8.5 million on the intangible asset and an impairment of $3.2 million on fixed assets included in the asset group during the three months ended June 30, 2017. Further, as of June 30, 2017, the Company reduced the estimated remaining life of the intangible asset and related fixed assets to three months, based upon the most likely scenario used in the impairment analysis. The following table summarizes the Company's intangible asset as of the periods presented (amounts in thousands):
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Accrued Expenses and Other Current Liabilities |
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Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Expenses and Other Current Liabilities | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES The following table provides details of the Company’s accrued expenses (amounts in thousands):
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Deferred Payments |
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Liabilities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Payments | DEFERRED PAYMENTS Gen-Probe supply agreement In May 2011, the Company entered into a supply agreement with Gen-Probe to purchase Atlas instruments. Pursuant to the terms of the agreement, the Company can defer up to one half of the purchase price for up to 54 months from the date of delivery. The deferred amounts do not bear interest, and the Company has recorded the imputed interest component as a reduction of the deferred payment and as a reduction of the asset cost. The supply agreement provides for variable repayment terms based on a percentage of net sales as defined in the agreement, and the Company has estimated its net sales in determining amounts due for the 54 month term. The following table summarizes the amounts deferred under this agreement (amounts in thousands):
The Company estimated the interest rate implicit in the extended payment terms by considering the rate at which it could obtain financing of a similar nature from other sources at the date of each transaction, as well as prevailing rates for similar debt instruments of issuers with similar credit ratings. The estimated effective interest rate used ranges from 9.9% to 11.2%. In the three and six months ended June 30, 2017, the Company recorded approximately $0.04 million and $0.1 million, respectively, and in the three and six months ended June 30, 2016, the Company recorded approximately $0.1 million and $0.2 million, respectively as non-cash interest expense related to the deferred payments pursuant to the supply agreement with Gen-Probe. Gen-Probe license amendment The Second License Amendment to the license agreement with Gen-Probe detailed in Note 7 includes a $5.0 million payment due on January 1, 2018 and a $5.0 million payment due on January 1, 2020. Under the terms of the Second License Amendment, no interest payments are required and no interest rate is stated. The Company determined that imputed interest should be calculated and recognized in accordance with ASC-835, and the payments are recorded in Deferred payments on the Balance Sheet at their present value based upon a 7.6% interest rate for the payment due on January 1, 2018 and a 9.0% interest rate for the payment due on January 1, 2020. The difference between the present value and the amount payable is accreted to Deferred payments over the respective term with a corresponding charge to Interest expense. Pursuant to the Third License Amendment, which was entered into with Gen-Probe on August 16, 2017, the two payments of $5.0 million were reduced to one single payment of $2.5 million due in 2017. See Note 18 for further details. |
Notes Payable |
6 Months Ended |
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Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTES PAYABLE In November 2013, the Company entered into a loan and security agreement (the 'Comerica Loan") with Comerica Bank (“Comerica”) in which it borrowed $5.0 million. The interest under the loan accrues at Comerica’s Prime Referenced Rate (as defined in the loan agreement with Comerica) plus 3.15%, subject to a floor of the daily adjusting LIBOR rate plus 2.5%. As of June 30, 2017, the rate was 7.65%. Additionally, the Comerica Loan contains various covenants that limit the Company’s ability to engage in specified types of transactions, including limiting the Company’s ability to; sell, transfer, lease or dispose of certain assets; engage in certain mergers and consolidations; incur debt or encumber or permit liens on certain assets, make certain restricted payments, including paying dividends on, or repurchasing or making distributions with respect to, the Company’s Common Stock; and enter into certain transactions with affiliates. The Company has been in compliance with all requirements since originally entering into the Comerica Loan. In May 2015, the Company amended the loan and security agreement with Comerica (the “First Amendment”). The Comerica Amendment increased the borrowing under the Comerica Loan to $10.0 million and extended the interest-only period until December 31, 2015. Beginning January 1, 2016, the Company began making monthly payments which consist of accrued interest and equal principal payments in accordance with a 30-month amortization schedule. In April 2017, the Company entered into a second amendment with Comerica (the "Second Amendment"). The Second Amendment provides for an interest only period for three months after which the Company will begin making monthly payments which consist of accrued interest and equal principal payments in accordance with a 15-month amortization schedule. The interest rate under the Second Amendment accrues at Comerica’s Prime Referenced Rate (as defined in the loan agreement with Comerica) plus 3.40%, subject to a floor of the daily adjusting LIBOR rate plus 2.5%. In connection with the Second Amendment, the Company issued an additional warrant to Comerica to purchase up to an aggregate of 8,403 shares of Common Stock at $3.57 per share and modified the exercise price of the warrants previously granted to Comerica under the Comerica Loan and the first amendment to $3.57 per share. The value of the new warrant and the incremental value due to the amendment of the previously issued warrants were recorded as a reduction to Notes payable with a corresponding offset to Additional paid-in capital. The value of the new warrant and the incremental value due to the modified pricing of the existing Comerica warrants were recorded as a reduction to Notes payable with a corresponding offset to Additional paid-in capital, see Note 15 for further details. In connection with the Comerica Loan and the two amendments, the Company recorded the note net of expenses paid to Comerica, the value of the warrants issued to Comerica and the incremental value due to the amendment of the warrants at the time of the repricing. The difference between the liability recorded and the face value of the note will be accreted to Notes payable over the term of the loan with a corresponding charge to Interest expense. Pursuant to the Second Amendment, the amount of unrestricted cash and/or marketable securities the Company is required to maintain with Comerica at all times was reduced from $5.0 million to $4.0 million. The Company has been in compliance with these requirements since implemented. In addition, the Second Amendment makes available to the Company a revolving line of credit of up to $4.0 million but not to exceed 80% of qualified receivables as defined in the Second Amendment. Borrowings under the revolving line of credit accrue interest at Comerica’s Prime Referenced Rate (as defined in the loan agreement with Comerica) plus 1.95%, subject to a floor of the daily adjusting LIBOR rate plus 2.5%. As of June 30, 2017, the entire remaining balance of $5.0 million has been classified as Notes payable, current on the Balance Sheet, although only $4.0 million is due within one year. The remaining $1.0 million has also been classified as Notes payable, current because the Comerica Loan agreement contains a material adverse change clause which allows Comerica to require repayment of the debt based on subjective factors regarding the Company’s business and performance. |
Commitments and Contingencies |
6 Months Ended |
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Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Operating Leases In April 2017, the Company amended the lease for its Warren, NJ laboratory and office space. The amendment provides for the termination of the lease of laboratory space and for extending the lease on office space through June 2023. The termination and extension resulted in additional future commitments of approximately $1.4 million. There have been no other significant changes to the Company’s operating leases as disclosed in the Company’s most recent audited financial statements. Commitments During the six months ended June 30, 2017, there have been no significant changes to the Company’s commitments as disclosed in the Company’s most recent audited financial statements except as it relates to the reduction in commitments under the Third License Amendment entered into with Gen-Probe on August 16, 2017 previously noted. See Note 18 for further details. Contingent liabilities In addition to the commitments disclosed in the Company’s most recent audited financial statements, the Second License Amendment to the license agreement with Gen-Probe detailed in Note 9 provided for additional milestone payments of up to $6.0 million which will further reduce the royalty rate paid. Such payments were removed under the terms of the Third License Amendment entered into on August 16, 2017. See Note 18 for further details. Legal Matters The Company may periodically become subject to legal proceedings and claims arising in connection with its business. Except as set forth below, the Company is not currently involved in any legal proceedings, nor are any claims pending against the Company. A putative securities class action originally captioned Ding v. Roka Bioscience, Inc., Case No. 3:14-cv-8020, was filed against the Company and certain of its officers and directors in the United States District Court for the District of New Jersey on December 24, 2014, on behalf of a putative class of persons and entities who had purchased or otherwise acquired securities pursuant or traceable to the Registration Statement for the Company’s IPO. The original putative class period ran from July 17 through November 6, 2014. The original complaint asserted claims under the Securities Act of 1933 and contended that the IPO Registration Statement was false and misleading, or omitted allegedly material information, in connection with the Company’s statements about its placement of Atlas instruments and its expectations of future growth and increased market share, and the Company’s alleged failure to disclose “known trends and uncertainties about the Company’s sales.” The alleged misrepresentations and omissions purportedly came to light when the Company issued its third-quarter 2014 earnings release on November 6, 2014. Pursuant to the Private Securities Litigation Reform Act of 1995, the court appointed Stanley Yedlowski as lead plaintiff and The Rosen Law Firm as lead counsel on April 21, 2015. The lead plaintiff then filed an amended complaint, captioned Stanley Yedlowski v. Roka Bioscience, Inc., Case No. 14-cv-8020, on June 23, 2015. The amended complaint pled Securities Act claims on behalf of persons and entities who had purchased or otherwise acquired Roka securities pursuant or traceable to the IPO Registration Statement during an extended putative class period, running from July 17, 2014 through March 26, 2015. The amended complaint alleged that the Registration Statement was false or misleading in that it failed to disclose that the Company’s customers purportedly were experiencing false positives and other usage issues with the Company’s Listeria assays apparently arising from the customers’ employees’ inability to follow the Company’s Listeria assay workflow. The amended complaint alleged that the full extent of the purported misstatements and omissions was not revealed until March 26, 2015. Defendants filed a motion on August 25, 2015 to dismiss the amended complaint, and plaintiffs filed an opposition to that motion on October 9, 2015. The parties entered into a settlement agreement, which was approved by the court in December 2016, to pay approximately $3.3 million. As of June 30, 2017, all payments have been made in accordance with the settlement agreement and the corresponding receivable and liability are no longer recorded on the Company's Balance Sheet. The Company sells its products in various jurisdictions and is subject to federal, state and local taxes including, where applicable, sales and use tax. While the Company believes that it has properly paid or accrued for all such taxes based on its interpretation of applicable law, tax laws are complex and interpretations differ. Periodically, the Company may be audited by taxing authorities, and it is possible that additional assessments may be made in the future. |
Fair Value Measurements |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements | FAIR VALUE MEASUREMENTS The Company’s financial instruments consist of cash and cash equivalents, marketable securities, trade accounts receivable, accounts payable, short-term deferred payments, deferred payments, notes payable, accrued expenses and Convertible Preferred Stock Warrants. The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, short-term deferred payments and accrued expenses approximate their fair values because of the short-term nature of the instruments, or, in the case of the deferred payments and notes payable, because the interest rates the Company believes it could obtain for similar borrowings is similar to its existing interest rates. The carrying amount of the Company's marketable securities is the amortized cost basis based upon their held-to-maturity classification. In addition to the above noted financial instruments, as discussed in Note 7, the Company's intangible asset and certain fixed assets have been impaired during the three months ended June 30, 2017 and are recorded at approximate fair market value as of that date. The following table summarizes the fair value information for the Company’s cash held in money market deposit accounts and its marketable securities at June 30, 2017 and December 31, 2016 (amounts in thousands):
A portion of the Company’s cash and cash equivalents are held in money market deposit accounts and a portion of the Company's short-term marketable securities are United States treasury bills, each of which are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The Company's short-term marketable securities not classified within Level 1 of the fair value hierarchy are comprised of commercial paper, U.S. government-related debt, and corporate debt securities, all of which are classified as Level 2 within the fair value hierarchy. The Company estimates the fair values of these marketable securities by taking into consideration valuations obtained from its investment manager, which utilizes industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. There have been no transfers between levels during the reporting period. |
Convertible Preferred Stock and Stockholders' Equity (Deficit) |
6 Months Ended |
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Jun. 30, 2017 | |
Equity [Abstract] | |
Convertible Preferred Stock and Stockholders' Equity (Deficit) | Authorized stock In connection with the seventh amended and restated certificate of incorporation effective on July 22, 2014, the total authorized shares of stock was changed to 520,000,000 of which 500,000,000 shares are designated as common stock with a par value of $0.001 per share and 20,000,000 shares are designated as "blank check" preferred stock with a par value of $0.001 per share. Convertible Preferred Stock On September 21, 2016, the Company closed a private placement offering (the "Offering") in which it issued and sold 22,500 shares of Series A Preferred Stock ("Preferred Stock") and five-year warrants (the "Investor Warrants") to purchase an aggregate of 3,214,299 shares of the Company’s Common Stock, par value $0.001 (the “Warrant Shares”) at a purchase price of $1,000 per share of Preferred Stock for aggregate gross proceeds of $22.5 million. The shares of Preferred Stock were convertible into common stock at a conversion rate of $7.00 per share of Common Stock and were immediately convertible at the option of the holder up to the holder's pro-rata share of 19.999% of the Company's Common Stock outstanding on the closing date of the Offering. All shares of Preferred Stock not previously converted were converted to Common Stock automatically upon shareholder approval which was obtained at a special shareholder meeting held on November 10, 2016. Registration rights Holders of approximately 0.8 million shares of the Company's outstanding Common Stock have rights, subject to certain conditions, to require that the Company file a registration statement under the Securities Act covering the registration of such shares of Common Stock, as well as piggyback registration rights. These rights are provided under the terms of an investor rights agreement between the Company and the holders of the registrable securities, which will expire upon the earlier of (i) five years after the Company's IPO and (ii) as to a holder, at such time as all registrable securities held by such holder may be sold without restriction under Rule 144. In connection with the Offering, on September 21, 2016, the Company entered into a registration rights agreement which provides that the Company would prepare and file with the U.S. Securities and Exchange Commission (the “SEC”), a resale shelf registration statement covering the Conversion Shares and Warrant Shares. Accordingly, on October 7, 2016, the Company filed an S-3 registration statement which was declared effective on October 24, 2016 enabling registration of the Conversion Shares and the Warrant Shares. The Company is required to maintain the effectiveness of such registration statement until the earlier of: (i) the date that all registrable securities covered by such registration statement have been sold, thereunder or pursuant to Rule 144 or (ii) the date that all registrable securities covered by such registration statement may be sold without limitation pursuant to Rule 144 (the “Effectiveness Period”). Subject to certain exceptions set forth in the registration rights agreement, if the Company fails to maintain the effectiveness of the registration statement during the Effectiveness Period, the Company will be required to pay to each holder an amount in cash equal to the product of 1.5% multiplied by the aggregate purchase price paid by such holder pursuant to the securities purchase agreement, subject to a cap equal to 10.0% of the aggregate purchase paid by such holder pursuant to the securities purchase agreement. |
Stock-Based Compensation |
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | STOCK-BASED COMPENSATION Effective upon the closing of the IPO, the Company adopted the Roka Bioscience, Inc. 2014 Equity Incentive Plan (the "2014 Plan"). The 2014 Plan initially made available 108,695 shares to be granted to employees, officers, directors, consultants, advisors or other individual service providers of the Company. On February 28, 2017, the Company held a special shareholder meeting at which the shareholders voted to increase the total number of shares available under the 2014 Plan to 665,340. Additionally, the amended plan provides for automatic increases on January 1st of each year for a period of ten years commencing on January 1, 2018 and ending on (and including) January 1, 2027, in an amount equal to 3% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year. Under the Roka Bioscience, Inc. 2009 Equity Incentive Plan (the “2009 Plan”), as amended on June 13, 2013, incentive and non-qualified stock options and restricted stock may be granted for up to a maximum of 202,885 shares to employees, consultants and directors of the Company. Effective upon adoption of the 2014 Plan, the Company has not and does not intend to issue additional shares under the 2009 Plan. Stock options and shares of restricted stock granted under the 2009 Plan and the 2014 Plan have a maximum contractual term of ten years from the date of grant and generally vest over four years. For stock options, the exercise price may not be less than the fair value of the stock on the grant date. The Company recognized stock compensation expense as follows (amounts in thousands):
The Company granted approximately 411,000 stock options and 5,000 shares of restricted stock during the six months ended June 30, 2017, valued at approximately $1.0 million and $0.02 million, respectively. The Company granted approximately 100,000 stock options and 2,500 shares of restricted stock, valued at $0.6 million and $0.01 million, respectively, during the six months ended June 30, 2016. The Company determines the fair value of stock option awards at the date of grant using a Black-Scholes valuation model. This model requires the Company to make assumptions and judgments on the expected volatility, dividend yield, the risk-free interest rate and the expected term of the stock options. The following ranges of assumptions were utilized for stock options granted during the periods indicated:
The Company estimates the expected life of its employee stock options using the “simplified” method, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to its lack of sufficient historical data. The risk-free interest rates are based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The expected stock price volatility rates are based on average historical volatilities of the common stock of the Company and a group of public companies in similar industries. The Company has no history or expectations of paying dividends on its Common Stock and therefore uses a zero percent dividend yield in the Black-Scholes option pricing model. |
Warrants |
6 Months Ended |
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Jun. 30, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | WARRANTS As of June 30, 2017, there were 3,469,233 warrant shares outstanding with a weighted average exercise price of $7.12 per share. Warrants Issued prior to IPO In connection with the closing of the loan and security agreement in November 2013 discussed in Note 10, and an additional loan and security agreement (the 'TriplePoint Loan") which was paid off in 2015, the Company issued warrants to purchase up to an aggregate of 352,941 shares of Series E preferred stock with an exercise price of $1.28. Upon issuance, the Company recorded liabilities of approximately $0.08 million for the warrants issued. The initial fair value of the warrant issued to Comerica of approximately $0.03 million was deemed a discount on the debt issued by Comerica and is being accreted to interest expense over the term of the Comerica Loan. The initial fair value of the remaining warrants issued were capitalized in Other assets on the Balance Sheet as part of debt issuance costs and were amortized to Interest expense. In connection with borrowings made under the TriplePoint Loan in March 2014, one of the warrants issued to TriplePoint became exercisable for an additional 156,863 shares of Series E. The related fair value of approximately $0.1 million was deemed a discount on the debt issued at that time and was accreted to interest expense through the payoff of the loan in May 2015. In connection with the IPO, the Series E warrants converted into warrants to purchase common stock at their conversion rate of approximately 0.0906 common warrant shares to one Series E warrant share. As a result, and subsequent to the reverse stock split conducted in October 2016, became exercisable for 4,618 shares of Common Stock with an exercise price of $140.80. Warrants Issued Subsequent to IPO In connection with the First Amendment to the Comerica Loan on May 29, 2015, and the Second Amendment to the Comerica Loan on April 6, 2017, the Company issued additional warrants to Comerica to purchase up to an aggregate of 5,227 shares and 8,403 shares, respectively. The warrants issued in connection with the Second Amendment, have an exercise price of $3.57 per share and the warrants issued to Comerica under the original loan and the first amendment were modified in conjunction with the second amendment to have an exercise price of $3.57 per share. In connection with the Offering discussed in Note 13, the Company issued Investor Warrants to purchase up to an aggregate of approximately 3,214,299 shares of the Company’s Common Stock and warrants to the placement agent to purchase up to an aggregate of approximately 236,686 shares of the Company's Common Stock (the "Placement Warrants"). The Investor Warrants and Placement Warrants have an exercise price of $7.00 and expire five years from the date of issuance. |
Net Loss Per Share |
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Net Loss per Share | NET LOSS PER SHARE Basic net loss per share is calculated by dividing net loss applicable to common stockholders by the weighted-average shares outstanding during the period, without consideration for common stock equivalents. The weighted-average common shares outstanding excludes unvested restricted stock which although such shares are legally issued and outstanding, are not required to share in losses of the Company and are therefore excluded from the net loss per share calculation. Diluted net loss per share is calculated by adjusting the weighted-average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. For purposes of the diluted net loss per share calculation, stock options and warrants are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive. Therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented.
As the Company incurred a loss for the three and six months ended June 30, 2017 and 2016, all unvested restricted stock awards were excluded from the calculation of basic net loss per share and all potential Common Stock shares issuable for stock options and warrants were excluded from the calculation of diluted net loss per share, as the effect of including them would have been anti-dilutive. Had the Company not incurred a loss, the dilutive effect of the unvested restricted stock awards on basic weighted average common shares outstanding and the dilutive effect of potential Common Stock shares issuable for stock options and warrants on the weighted-average number of Common Stock shares outstanding would have been as follows:
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Segment Information |
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Segment Information | SEGMENT INFORMATION The Company operates in a single reportable segment. During each of the six months ended June 30, 2017, and the six months ended June 30, 2016, the Company had multiple customers which each generated more than 10% of the Company’s revenues. These customers accounted for revenues as follows (amounts in thousands):
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Subsequent Events |
6 Months Ended |
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Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On August 16, 2017, the Company entered into a definitive agreement (the “Asset Purchase Agreement”) with Rokabio, Inc. (the “Buyer”), a newly formed subsidiary of Institute for Environmental Health (“IEH” or the “Buyer”), providing for the sale of substantially all of the assets of the Company in an all-cash transaction for an aggregate purchase price of $17.5 million, subject to certain adjustments set forth in the Asset Purchase Agreement (the “Asset Sale”). On August 16, 2017, the Company entered into the Third License Amendment with Gen-Probe. The Third License Amendment provides that, among other things, the Company’s obligation to make milestone payments of $5.0 million on January 1, 2018 and $5.0 million on January 1, 2020 shall be reduced to a single $2.5 million milestone payment payable in August 2017. In the event the Company fails to make such $2.5 million milestone payment to Hologic, the Buyer may be entitled to make the payment upon closing of the Asset Sale, in which case the purchase price payable to the Company at closing would be reduced by $2.5 million to $15.0 million. Pursuant to the terms of the Asset Purchase Agreement, the Company is required to provide transition services to the Buyer for a period of time following the closing of the Asset Sale through the earlier of (i) December 31, 2017 and (ii) the date as of which the Company has provided Buyer with an aggregate of 900,000 assay tests (the “Transition Period”). IEH has guaranteed all obligations of Buyer under the Asset Purchase Agreement, including the obligation to pay the purchase price. The closing of the Asset Sale is subject to certain customary conditions, including the receipt of consent of the Company’s lender and approval by the Company’s stockholders of the transactions contemplated by the Asset Purchase Agreement. As part of the transaction, the Company will be required to make a $2.5 million milestone payment pursuant to its license agreement with Hologic, Inc. The Company may terminate the Asset Purchase Agreement under certain circumstances, including if its Board of Directors determines in good faith that it has received a Superior Proposal (as defined in the Asset Purchase Agreement) and that it is required to terminate the Asset Purchase Agreement in order to comply with its fiduciary duties, and otherwise complies with certain terms of the Asset Purchase Agreement. In connection with such termination or a termination after the Company’s stockholders have approved the Asset Purchase Agreement, the Company must pay a termination fee of $770,000 to the Buyer. In addition, the Asset Purchase Agreement contains certain other termination rights for the Company. Assuming stockholder approval of the Asset Sale and the plan of liquidation, liquidating distributions, in an amount to be determined, are expected to begin shortly after the completion of the Transition Period. The Company is analyzing the amount of liquidating distributions expected to be available for distribution to stockholders after payment of the Company’s liabilities, including the $2.5 million payment under the license agreement, repayment of the Company’s outstanding bank debt, the payment of expenses to be incurred for the operation of the business through the Transition Period, and the payment of expenses incurred in connection with the Asset Sale and winding down of the Company’s operations, and other liabilities incurred by the Company through such expected dissolution. The Company cannot assure you that the conditions to the closing of the transactions contemplated by the Asset Purchase Agreement will be satisfied, or that the transactions will be completed. In the event the Company does not successfully complete the transactions contemplated by the Asset Purchase Agreement or complete a transaction resulting from a Superior Proposal, the Company will have limited options for financing its ongoing operations and will likely cease its operations or file for bankruptcy protection. |
Summary of Significant Accounting Policies (Policies) |
6 Months Ended |
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Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements of Roka Bioscience, Inc. have been prepared by the Company in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting, which do not conform in all respects to the requirements of U.S. GAAP for annual financial statements. The information included in this quarterly report on Form 10-Q should be read in conjunction with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 20, 2017 (the “2016 Form 10-K”). Accordingly, these condensed consolidated notes to the unaudited financial statements should be read in conjunction with the 2016 audited financial statements and notes thereto prepared in accordance with U.S. GAAP. The unaudited financial statements have been prepared using accounting policies that are consistent with the policies used in preparing the Company’s audited financial statements for the year ended December 31, 2016. The condensed consolidated Balance Sheet as of December 31, 2016 was derived from the Company’s audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. The unaudited financial statements reflect all normal and recurring adjustments necessary, if any, for a fair statement of the Company’s financial position and results of operations for the interim periods presented. The results of operations for the six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any other future annual or interim period. There have been no changes in the significant accounting policies from those included in the 2016 Form 10-K. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company’s long-lived assets are primarily comprised of intangible assets and property, plant and equipment. The Company evaluates its finite-lived intangible assets and property, plant and equipment, for impairment whenever events or changes in circumstances indicate the carrying value of an asset or group of assets is not recoverable. If these circumstances exist, recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted cash flows expected to be generated by the asset group. If the Company’s estimated undiscounted future cash flows are below the asset group’s carrying value, the Company may recognize an impairment charge measured by its fair value. |
New Accounting Pronouncements | New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments. This standard clarifies the treatment of specific cash flow issues in order to reduce existing diversity in practice. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company does not believe this new guidance will have a material impact on its financial statements. In February 2016, the FASB issued ASU 2016-02, creating Topic 842, Leases which supersedes the guidance in former ASC 840, Leases, to increase transparency and comparability among organizations by requiring recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. The standard will become effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The guidance is required to be adopted at the earliest period presented using a modified retrospective approach. The Company is currently in the process of evaluating the impact this new guidance will have on its financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This standard outlines a single comprehensive revenue recognition model for all contracts with customers and supersedes current revenue recognition guidance. The revenue standard contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depict the transfer of control of goods or services to its customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The new standard also includes enhanced disclosure requirements. During 2016, the FASB issued several accounting updates (ASU No. 2016-08, 2016-10 and 2016-12) to clarify implementation guidance and correct unintended application of the guidance. ASU 2014-09 provides companies with two implementation methods, companies can choose to apply the standard retrospectively to each prior reporting period presented (full retrospective application) or retrospectively with the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings of the annual reporting period that includes the date of initial application (modified retrospective application). The Company plans to adopt the new standard on January 1, 2018, using the “modified retrospective” method. The Company continues to make progress in its assessment and implementation of the new standard, however, completion of this assessment is still ongoing, and as such, the Company has not yet determined if the new standard will have a material impact on its revenue recognition accounting policy or its Consolidated Financial Statements. Adoption of New Accounting Principle In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. The standard requires entities to classify all deferred tax assets and liabilities as noncurrent. The standard became effective for interim and annual periods beginning after December 15, 2016. The Company adopted this new guidance beginning with the annual period beginning January 1, 2017. No adjustments were required to be made to the financial statements as a result of the Company's adoption of this new guidance. |
Summary of Significant Accounting Policies (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Error Corrections and Prior Period Adjustments | As such, the Company has revised the December 31, 2016 balance sheet as indicated in the table below.
Additionally, the Company made the following corrections to the amounts presented in the Accrued expenses footnote below.
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Marketable Securities (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of the Fair Value of Held-to-Maturity Marketable Securities | As of June 30, 2017 and December 31, 2016, the fair value of held-to-maturity marketable securities by type of security was as follows (amounts in thousands):
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Inventories (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventory Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Net Inventories | The following table provides details of the Company’s net inventories (amounts in thousands):
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Property and Equipment (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Property and Equipment | The following table provides details of the Company’s property and equipment (amounts in thousands):
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Schedule of Expenses for Depreciation of Property and Equipment | Expenses for impairment and depreciation of property and equipment were incurred as follows (amounts in thousands):
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Intangible Assets (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Intangible Assets | The following table summarizes the Company's intangible asset as of the periods presented (amounts in thousands):
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Accrued Expenses and Other Current Liabilities (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Accrued Expenses | The following table provides details of the Company’s accrued expenses (amounts in thousands):
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Deferred Payments (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Liabilities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Amounts Deferred under Supply Agreement | The following table summarizes the amounts deferred under this agreement (amounts in thousands):
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Fair Value Measurements (Tables) |
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Fair Value Information for Cash Held in Money Market Deposit Accounts and Marketable Securities | The following table summarizes the fair value information for the Company’s cash held in money market deposit accounts and its marketable securities at June 30, 2017 and December 31, 2016 (amounts in thousands):
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Stock-Based Compensation (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Stock Compensation Expense | The Company recognized stock compensation expense as follows (amounts in thousands):
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Summary of Range of Assumptions Utilized for Stock Options Granted | The following ranges of assumptions were utilized for stock options granted during the periods indicated:
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Net Loss Per Share (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Basic and Diluted Net Loss per Share Applicable to Common Stockholders | Therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented.
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Schedule of Calculation of Weighted Average Shares Outstanding, Event of Not Incurring Loss | Had the Company not incurred a loss, the dilutive effect of the unvested restricted stock awards on basic weighted average common shares outstanding and the dilutive effect of potential Common Stock shares issuable for stock options and warrants on the weighted-average number of Common Stock shares outstanding would have been as follows:
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Segment Information (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Revenue by Major Customers by Reporting Segments | These customers accounted for revenues as follows (amounts in thousands):
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Business Overview - Narrative (Details) - USD ($) $ in Millions |
1 Months Ended | |||||
---|---|---|---|---|---|---|
Sep. 21, 2016 |
Jul. 22, 2014 |
Aug. 31, 2017 |
Jun. 30, 2017 |
Oct. 31, 2016 |
May 29, 2015 |
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Gen Probe [Member] | Scenario, Forecast [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Payments to suppliers | $ 2.5 | |||||
IPO [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from issuance of common stock, net of issuance costs | $ 53.2 | |||||
Common Stock [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Additional warrant issued (in shares) | 4,618 | 5,227 | ||||
Net proceeds from offering | $ 21.3 | |||||
Investor Warrants [Member] | Common Stock [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Additional warrant issued (in shares) | 3,214,299 | 3,214,299 | ||||
Series A Preferred Stock [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Issuance of common stock from initial public offering, net of underwriters’ discounts and issuance costs (in shares) | 22,500 |
Summary of Significant Accounting Policies - Narrative (Details) $ in Millions |
Oct. 11, 2016
shares
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Jun. 30, 2017
USD ($)
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Summary Of Significant Accounting Policies [Line Items] | ||
Warrants conversion ratio | 0.1 | |
Common Stock [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Conversion ratio preferred stock to common stock (in shares) | shares | 143 | |
Pending Litigation [Member] | Stanley Yedlowski V. Roka Bioscience, Inc. Case No. 14-CV-8020 [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Estimated litigation liability | $ | $ 3.3 |
Cash and Cash Equivalents - Narrative (Details) |
Jun. 30, 2017
financial_institution
|
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Cash and Cash Equivalents [Member] | Credit Concentration Risk [Member] | |
Concentration Risk [Line Items] | |
Number of financial institutions | 1 |
Marketable Securities - Summary of the Fair Value of Held-to-Maturity Marketable Securities (Details) - Short-term Investments [Member] - USD ($) $ in Thousands |
Jun. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | $ 8,977 | $ 16,001 |
Gross Unrealized Holding Gains | 16 | 0 |
Gross Unrealized Holding Losses | (5) | (10) |
Debt securities, Short-term, Aggregate Fair Value | $ 8,988 | $ 15,991 |
Marketable Securities - Narrative (Details) |
6 Months Ended |
---|---|
Jun. 30, 2017 | |
Short-term Investments [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Marketable securities, maturity period | 1 year |
Inventories - Summary of Net Inventories (Details) - USD ($) $ in Thousands |
Jun. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Inventory Disclosure [Abstract] | ||
Raw materials | $ 885 | $ 696 |
Work in process | 0 | 39 |
Finished goods | 3,169 | 3,004 |
Inventory, net | $ 4,054 | $ 3,739 |
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands |
Jun. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Property, Plant and Equipment [Line Items] | ||
Cost of equipment on lease or held for lease, net of accumulated depreciation | $ 3,718 | $ 7,805 |
Accumulated depreciation | 12,718 | 11,831 |
Atlas Instrument [Member] | Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost of equipment on lease or held for lease, net of accumulated depreciation | 3,100 | 6,400 |
Accumulated depreciation | $ 3,700 | $ 3,100 |
Property and Equipment - Schedule of Expenses for Depreciation of Property and Equipment (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
|
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 479 | $ 601 | $ 950 | $ 1,161 |
Impairment expense | $ 3,185 | $ 0 | $ 3,185 | $ 0 |
Intangible Assets - Summary of Intangibles (Details) - USD ($) $ in Thousands |
Jun. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible asset, gross | $ 28,259 | $ 28,259 |
Accumulated amortization | (11,482) | (9,608) |
Impairment charge | 8,456 | 0 |
Intangible asset, net | $ 8,321 | $ 18,651 |
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands |
Jun. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Payables and Accruals [Abstract] | ||
Employee related | $ 1,393 | $ 2,072 |
Professional services | 110 | 117 |
Other | 358 | 383 |
Total accrued expenses and other current liabilities | $ 1,861 | $ 2,572 |
Deferred Payments - Summary of Amounts Deferred under Supply Agreement (Details) - USD ($) $ in Thousands |
Jun. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Current | ||
Deferred payments, gross | $ 2,000 | $ 2,076 |
Imputed interest | (62) | (154) |
Deferred payments, net | 1,938 | 1,922 |
Long-term | ||
Deferred payments, gross | 0 | 1,136 |
Imputed interest | 0 | (8) |
Deferred payments, net | $ 0 | $ 1,128 |
Commitments and Contingencies - Narrative (Details) - USD ($) |
6 Months Ended | |
---|---|---|
Jun. 30, 2017 |
Apr. 30, 2017 |
|
Commitment And Contingencies [Line Items] | ||
Additional future commitment due to lease termination | $ 1,400,000 | |
Stanley Yedlowski V. Roka Bioscience, Inc. Case No. 14-CV-8020 [Member] | Pending Litigation [Member] | ||
Commitment And Contingencies [Line Items] | ||
Estimated litigation liability | $ 3,300,000 | |
Gen Probe [Member] | ||
Commitment And Contingencies [Line Items] | ||
Additional milestone payments (up to) | $ 6,000,000.0 |
Stock-Based Compensation - Schedule of Stock Compensation Expense (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
|
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Stock options | $ 125 | $ 170 | $ 229 | $ 380 |
Restricted stock | $ 231 | $ 185 | $ 395 | $ 370 |
Stock-Based Compensation - Summary of Range of Assumptions Utilized for Stock Options Granted (Details) |
6 Months Ended | |
---|---|---|
Jun. 30, 2017 |
Jun. 30, 2016 |
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Volatility, minimum | 85.00% | 80.00% |
Volatility, maximum | 89.00% | 88.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life in years | 5 years 6 months | 5 years 6 months |
Interest rate | 1.86% | 1.27% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life in years | 6 years 2 months 12 days | 6 years 2 months 12 days |
Interest rate | 2.11% | 1.92% |
Net Loss Per Share - Schedule of Basic and Diluted Net Loss per Share Applicable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 6 Months Ended | 12 Months Ended | ||
---|---|---|---|---|---|
Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
Dec. 31, 2016 |
|
Earnings Per Share [Abstract] | |||||
Net loss applicable to common shareholders (thousands) | $ (17,754) | $ (7,560) | $ (25,358) | $ (15,736) | $ (30,787) |
Basic and diluted weighted average common shares outstanding (in shares) | 4,987,673 | 1,753,729 | 4,986,603 | 1,753,185 | |
Basic and diluted loss per share (in USD per share) | $ (3.56) | $ (4.31) | $ (5.09) | $ (8.98) |
Net Loss Per Share - Schedule of Calculation of Weighted Average Shares Outstanding, Event of Not Incurring Loss (Details) - shares |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
|
Earnings Per Share [Abstract] | ||||
Basic weighted average shares outstanding (in shares) | 4,987,673 | 1,753,729 | 4,986,603 | 1,753,185 |
Dilutive effect of unvested restricted stock (in shares) | 0 | 921 | 542 | 461 |
Basic weighted average shares outstanding had the Company not incurred a loss (in shares) | 4,987,673 | 1,754,650 | 4,987,145 | 1,753,646 |
Dilutive effect of warrants (in shares) | 0 | 0 | 0 | 0 |
Dilutive effect of stock options (in shares) | 107 | 32 | 53 | 34 |
Diluted weighted average shares outstanding had the Company not incurred a loss (in shares) | 4,987,780 | 1,754,682 | 4,987,198 | 1,753,680 |
Segment Information - Narrative (Details) - Segment |
3 Months Ended | 6 Months Ended |
---|---|---|
Mar. 31, 2016 |
Jun. 30, 2017 |
|
Revenue, Major Customer [Line Items] | ||
Number of reportable segments | 1 | 1 |
Segment Information - Schedule of Revenue by Major Customers (Details) - Customer Concentration Risk [Member] - Revenue [Member] - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | |
---|---|---|---|
Mar. 31, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
|
Customer A [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | $ 939 | $ 702 | |
Customers B [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | 872 | $ 1,113 | |
Customer C [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | $ 478 | ||
Customer D [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | $ 348 |
Label | Element | Value |
---|---|---|
Increase (Decrease) in Financial Instruments Used in Operating Activities | us-gaap_IncreaseDecreaseInFinancialInstrumentsUsedInOperatingActivities | $ 0 |
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