10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___to ___

Commission File Number: 001-31822

ACCELERATE DIAGNOSTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	84-1072256
(State or other jurisdiction	(I.R.S. Employer Identification No.)
of incorporation or organization)
3950 South Country Club, Suite 470
Tucson, Arizona	85714
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(520) 365-3100

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ☒    No   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐   No   ☒

As of July 24, 2015, there were 44,722,701 shares of the registrant’s common stock outstanding.

1

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION	3
Item 1.  Financial Statements	3
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.  Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.  Controls and Procedures	23
PART II – OTHER INFORMATION	23
Item 1.  Legal Proceedings	23
Item 1A.  Risk Factors	24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3. Defaults Upon Senior Securities	24
Item 4. Mine Safety Disclosures	24
Item 5. Other Information	24
Item 6. Exhibits	24

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

ACCELERATE DIAGNOSTICS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS Unaudited (in thousands, except share data)
		June 30, 2015			December 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	35,231		$	53,563
Investments		13,030			13,115
Trade accounts receivable		143			78
Prepaid expenses		1,029			342
Total current assets		49,433			67,098
Property and equipment, net		3,752			2,536
Intellectual property, net		162			167
Total assets	$	53,347		$	69,801
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,741		$	2,129
Accrued liabilities		1,156			494
Deferred income		13			13
Capital lease obligations		87			147
Total current liabilities		2,997			2,783
Long-term deferred income		1,000			1,014
Long-term capital lease obligation		—			13
Total liabilities		3,997			3,810
Commitments and contingencies (see note 12)		—			—
Stockholders' equity:
Common stock, $0.001 par value; 55,000,000 common shares authorized 44,708,711 (as of June 30, 2015) and 44,639,829 (as of December 31, 2014) shares issued and outstanding		45			45
5,000,000 preferred shares authorized and none outstanding as of June 30, 2015 and December 31, 2014		—			—
Contributed capital		135,868			131,356
Accumulated deficit		(86,566	)		(65,417	)
Accumulated other comprehensive income		3			7
Total stockholders' equity		49,350			65,991
Total liabilities and stockholders' equity	$	53,347		$	69,801

See accompanying notes to consolidated financial statements.

2

ACCELERATE DIAGNOSTICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS Unaudited (in thousands, except per share data)
	Three-month period ended						Six-month period ended
	June 30, 2015			June 30, 2014			June 30, 2015			June 30, 2014
Revenues:
Licensing and royalty revenues	$	19		$	13		$	33		$	27
Total revenues		19			13			33			27
Costs and expenses:
Research and development		7,126			4,562			13,503			8,125
Sales, general and administrative		4,755			3,447			7,622			5,491
Amortization		3			19			5			38
Depreciation		403			150			729			285
Total costs and expenses		12,287			8,178			21,859			13,939
Loss from operations		(12,268	)		(8,165	)		(21,826	)		(13,912	)
Interest expense		(2	)		(3	)		(3	)		(3	)
Interest and dividend income		18			16			33			34
Total other income		16			13			30			31
Net loss before income taxes		(12,252	)		(8,152	)		(21,796	)		(13,881	)
Benefit from income taxes		—			—			647			527
Net loss	$	(12,252	)	$	(8,152	)	$	(21,149	)	$	(13,354	)
Basic and diluted net loss per share		(0.27	)		(0.19	)		(0.47	)		(0.31	)
Weighted average shares outstanding		44,678			43,477			44,664			42,637
Other comprehensive loss:
Net loss	$	(12,252	)	$	(8,152	)	$	(21,149	)	$	(13,354	)
Net unrealized (loss) gain on available-for-sale investments		(8	)		2			(4	)		6
Comprehensive loss	$	(12,260	)	$	(8,150	)	$	(21,153	)	($	13,348	)

See accompanying notes to consolidated financial statements.

3

ACCELERATE DIAGNOSTICS, INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Unaudited (in thousands)
	Six-month period ended
	June 30, 2015			June 30, 2014
Net loss	$	(21,149	)	$	(13,354	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		729			285
Amortization of intangible assets		5			38
Amortization on investment instruments		99			124
Equity-based compensation		4,185			4,931
(Increase) decrease in assets:
Accounts receivable		(65	)		(16	)
Prepaid expense and other		(675	)		(486	)
Increase (decrease) in liabilities:
Accounts payable		(129	)		496
Accrued liabilities		657			197
Deferred income		(14	)		(20	)
Net cash used in operating activities		(16,357	)		(7,805	)
Purchases of equipment		(2,160	)		(729	)
Purchase of available-for-sale securities		(8,017	)		(4,079	)
Sales of available-for-sale securities		141			121
Maturity of available-for-sale securities		7,807			2,000
Net cash used in investing activities		(2,229	)		(2,687	)
Issuance of common stock		—			44,980
Exercise of options		327			730
Payments on capital lease obligations		(73	)		(35	)
Net cash provided by financing activities		254			45,675
(Decrease) increase in cash and cash equivalents		(18,332	)		35,183
Cash and cash equivalents, beginning of period		53,563			30,029
Cash and cash equivalents, end of period	$	35,231		$	65,212

See accompanying notes to consolidated financial statements.

5

ACCELERATE DIAGNOSTICS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION AND NATURE OF BUSINESS; BASIS OF PRESENTATION; PRINCIPLES OF CONSOLIDATION

Accelerate Diagnostics, Inc. (“we” or “us” or “our” or “Accelerate” or “the Company”) is an in vitro diagnostics company dedicated to providing solutions which improve patient outcomes and lower healthcare costs through the rapid diagnosis of serious infections. Microbiology laboratories are in need of new tools to address what the U.S. Centers for Disease Control and Prevention (“CDC”) calls one of the most serious healthcare threats of our time, antibiotic resistance. A significant contributor to the rise of resistance is the overuse and misuse of antibiotics, which is exacerbated by a lack of timely diagnostic results. The delay of these results is often due to the reliance of microbiology laboratories on traditional culture-based tests that often take two to three days to complete. Our technology platform is built to address these challenges and deliver fast and accurate testing of infectious pathogens in various patient sample types.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles, (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”), regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the SEC on February 26, 2015.

The condensed consolidated balance sheet as of December 31, 2014 included herein was derived from the audited financial statements as of that date, but does not include all disclosures such as notes required by U.S. GAAP.

The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for the entire year ending December 31, 2015 or any future period.

All amounts are rounded to the nearest thousand dollars unless otherwise indicated.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of intercompany transactions and balances. There were no intercompany transactions for the three- or six-month periods ending June 30, 2015 and June 30, 2014.

NOTE 2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In April 2015, the Financial Accounting Standards (“FASB”) issued Accounting Standards Update (“ASU”) 2015-05, Intangibles-Goodwill and Other – Internal-Use Software; Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. Prior to this ASU, U.S. GAAP did not include explicit guidance about a customer’s accounting for fees paid in a cloud computing arrangement. Examples of cloud computer arrangements include software as a service, platform as a service, infrastructure as a service, and other similar hosting arrangements. This ASU provides guidance to customers about whether a cloud computing arrangement includes a software license, in which case the customer should account for such license consistent with the acquisitions of other software licenses. If the cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The ASU does not change the accounting for service contracts. The new standard is effective for us on January 1, 2016 with early adoption permitted. We do not expect the adoption of ASU 2015-05 to have a significant impact on our condensed consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, Income Statement - Extraordinary and Unusual Items. The new standard eliminates from U.S. GAAP the concept of extraordinary items. Prior to the adoption of this standard, extraordinary items are segregated from the results of ordinary operations and shown separately in the income statement, net of tax, after income from continuing operations. The new standard eliminates such segregation as well as the requirements to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item. The new standard is effective for us on January 1, 2016 with early adoption permitted. We do not expect the adoption of ASU 2015-05 to have a significant impact on our condensed consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The new standard is effective for us on January 1, 2016 with early adoption permitted. We do not expect the adoption of ASU 2014-15 to have a significant impact on our condensed consolidated financial statements.

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In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. We are carefully evaluating our existing revenue recognition practices to determine whether any contracts in the scope of the guidance will be affected by the new requirements. The effects may include identifying performance obligations in existing arrangements, determining the transaction price and allocating the transaction price to each separate performance obligation. We will also establish practices to determine when a performance obligation has been satisfied, and recognize revenue in accordance with the new requirements. In July 2015, the FASB deferred the effective date resulting in a new effective date of January 1, 2018 for us. We are permitted to adopt early but not before the original effective date of January 1, 2017. The standard allows for either “full retrospective” adoption, meaning the standard is applied to all of the periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements. We are currently evaluating the transition method and the adoption date that will be elected.

NOTE 3. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following tables represent the financial instruments measured at fair value on a recurring basis on the financial statements of the Company and the valuation approach applied to each class of financial instruments at June 30, 2015 and December 31, 2014.

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE June 30, 2015 (in thousands)
		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Money market funds (cash equivalents)	$	4,005	$	—	$	—	$	4,005
Corporate notes and bonds		—		12,015		—		12,015
Asset-backed securities		—		1,015		—		1,015
Total assets measured at fair value	$	4,005	$	13,030	$	—	$	17,035

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE December 31, 2014 (in thousands)
		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Money market funds (cash equivalents)	$	13,127	$	—	$	—	$	13,127
Corporate notes and bonds		—		12,974		—		12,974
Asset-backed securities		—		141		—		141
Total assets measured at fair value	$	13,127	$	13,115	$	—	$	26,242

8

Level 1 assets are priced using quoted prices in active markets for identical assets which include cash accounts and money market funds as these specific assets are liquid.

Level 2 available-for-sale securities are priced using quoted market prices for similar instruments or nonbinding market prices that are corroborated by observable market data. The Company uses inputs such as actual trade data, benchmark yields, broker/dealer quotes, and other similar data, which are obtained from quoted market prices, independent pricing vendors, or other sources, to determine the ultimate fair value of these assets and liabilities. The Company uses such pricing data as the primary input to make its assessments and determinations as to the ultimate valuation of its investment portfolio and has not made, during the periods presented, any material adjustments to such inputs.

There were no transfers between levels during the six-month period ended June 30, 2015.

Additional information regarding our investments is included in Note 5, Investments.

NOTE 4: CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, short-term investments and accounts receivable, including receivables from major customers.

The Company periodically maintains cash balances at a commercial bank in excess of the Federal Deposit Insurance Corporation insurance limit of $250,000. At June 30, 2015 and December 31, 2014, the Company’s uninsured cash balance was approximately $35.3 million and $53.6 million, respectively.

The Company extends credit to domestic and international clients in various industries. Exposure to losses on accounts receivable is principally dependent on each client's financial position. At June 30, 2015 and December 31, 2014, 95% and 98%, respectively, of the outstanding receivable balance was with Denver Health and the Department of Defense related to the Defense Medical Research and Development Program. See Note 7, License Agreements and Grants for more information.

NOTE 5. INVESTMENTS

The following tables summarize the Company’s available-for-sale investments at June 30, 2015 and December 31, 2014 (in thousands):

AVAILABLE-FOR-SALE INVESTMENTS

June 30, 2015

(in thousands)

		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Asset-backed securities	$	1,015	$	—	$	—		$	1,015
Corporate notes and bonds		12,011		8		(4	)		12,015
Total	$	13,026	$	8	$	(4	)	$	13,030

December 31, 2014 (in thousands)
		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Asset-backed securities	$	141	$	—	$	—		$	141
Corporate notes and bonds		12,967		10		(3	)		12,974
Total	$	13,108	$	10	$	(3	)	$	13,115

9

The following table summarizes the maturities of the Company’s available-for-sale securities at June 30, 2015 and December 31, 2014 (in thousands):

AVAILABLE-FOR-SALE INVESTMENT MATURITIES (in thousands)
	June 30, 2015				December 31, 2014
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in less than 1 year	$	12,520	$	12,525	$	10,586	$	10,585
Due in 1-3 years		506		505		2,522		2,530
Total	$	13,026	$	13,030	$	13,108	$	13,115

Proceeds from sales of marketable securities (including principal paydowns) for the six-month periods ended June 30, 2015 and 2014, were $141,000 and $121,000 respectively. The Company determines gains and losses of marketable securities based on specific identification of the securities sold. There were no material gross realized gains or losses from sales of marketable securities for the six-month periods ended June 30, 2015 and 2014.

No other-than-temporary impairments are recorded as no investments had a fair value that remained less than its cost for more than twelve months as of June 30, 2015 and there have been no other indicators of impairment. The Company does not intend to sell investments and it is more likely than not that we will not be required to sell investments before recovering the amortized cost.

Additional information regarding the fair value of our financial instruments is included in Note 3, Fair Value of Financial Statements.

NOTE 6. PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost and consisted of the following at June 30, 2015 and December 31, 2014 (in thousands):

Property and Equipment (in thousands)
	June 30, 2015			December 31, 2014
Computer equipment	$	1,878		$	1,020
Technical equipment		2,004			1,625
Facilities		1,044			842
Capital lease – leasehold improvements		266			266
Capital projects in progress		733			227
Total property and equipment	$	5,925		$	3,980
Accumulated amortization – capital lease		(200	)		(133	)
Accumulated depreciation – other		(1,973	)		(1,311	)
Net property and equipment	$	3,752		$	2,536

10

Depreciation expense, which includes amortization of capital lease assets, for the three-month periods ended June 30, 2015 and 2014 was $403,000 and $150,000, respectively, and for the six-month periods ended June 30, 2015 and 2014 was $729,000 and $285,000, respectively.

NOTE 7. LICENSE AGREEMENTS AND GRANTS

Schott Janaer Glas GmbH

The Company signed a licensing agreement for microarraying slides using OptiChem coatings with Schott Jenaer Glas GmbH (“SCHOTT”) in November 2004. In November 2014, the agreement was amended and extended with an expiration date that coincides with the expiration of the underlying patents. Royalties are 5% of SCHOTT’s net product sales. Revenue is recognized as SCHOTT’s net product sales are reported to the Company.

NanoString Technologies

In October 2007, the Company entered into an exclusive seven-year license with NanoString Technologies, Inc. (“NanoString”). The license grants NanoString the right to apply OptiChem coatings to NanoString’s proprietary molecular detection products.

Defense Medical Research and Development Program

In May 2012, the Company and Denver Health Medical Center (“Denver Health”) were notified that the Defense Medical Research and Development Program (“DMRDP”) recommended $2,000,000 of funding for a proposed 35-month project of which the Company estimates it will receive direct monies for internal research and development of $650,000. The joint proposal became the sole recipient under the Military Infectious Diseases Applied Research Award program for rapid detection of serious antibiotic-resistant infections.  The project will apply the Accelerate ID/AST system to wound infections and other serious infections secondary to trauma. The Company has invoiced a cumulative total of $515,000 under this grant which is recorded as an offset to research and development expenses. The amount invoiced for the three-month periods ended June 30, 2015 and 2014 was $68,000 and $60,000 respectively, and for the six-month periods ended June 30, 2015 and 2014 was $136,000 and $100,000, respectively.

Arizona Commerce Authority

In August 2012, the Company entered into a Grant Agreement (the “Grant Agreement”) with the Arizona Commerce Authority, an agency of the State of Arizona (the “Authority”), pursuant to which the Authority provided certain state and county sponsored incentives for the Company to relocate its corporate headquarters to, and expand its business within, the State of Arizona (the “Project”). Pursuant to the Grant Agreement, the Authority agreed to provide a total grant in the amount of $1,000,000 (the “Grant”) for the use by the Company in the advancement of the Project. The Grant is payable out of an escrow account in four installments, upon the achievement of the following milestones:

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· Milestone 1 – Relocation of Company’s operations and corporate headquarters to Arizona and creation of 15 Qualified Jobs (as defined below).

· Milestone 2 – Creation of 30 Qualified Jobs (including Qualified Jobs under Milestone 1).

· Milestone 3 – Creation of 40 Qualified Jobs (including Qualified Jobs under Milestones 1 and 2).

· Milestone 4 – Creation of 65 Qualified Jobs (including Qualified Jobs under Milestones 1, 2 and 3) and capital investment of at least $4,520,000.

For purposes of the Grant Agreement, a “Qualified Job” is a job that is permanent, full-time, new to Arizona, and for which the Company pays average (across all Qualified Jobs identified by the Company in its discretion) annual wages of at least $63,000 and offers health insurance benefits and pays at least 65% of the premiums associated with such benefits. The amount of each installment payment will be determined in accordance with a formula specified in the Grant Agreement. The Grant Agreement also contains other customary provisions, including representations, warranties and covenants of both parties. As of December 31, 2014, the Company had collected all of the $1,000,000 in milestones. The full amount is recorded in long-term deferred income until the economic development provisions of the grant have been satisfied in full, as there are “claw-back” provisions which would require repayment of certain amounts received if employment levels are not sustained during the term of the arrangement. Once the “claw-back” provisions expire in January 2018, we will recognize the grant as other non-operating income. Further details are included in Note 8, Deferred Income.

National Institute of Health Grant

In February 2015, we were notified that the National Institute of Health awarded a five year, $5,000,000 grant to Denver Health and ourselves to develop a fast and reliable identification and categorical susceptibility test carbepenem-resistant Enterobacteriaceae directly from whole blood. In June 2015, we executed a subaward agreement with Denver Health for the services we will provide as part of this grant which covers the period of February 15, 2015 through January 31, 2016 and totals $689,000. There have been no services provided or billed under this subaward agreement for the period ending June 30, 2015.

NOTE 8. DEFERRED INCOME

Deferred income consists of amounts received for commitments not yet fulfilled. If we anticipate that the income will not be earned within the following twelve months, the amount is reported as long-term deferred income. A summary of the balances as of June 30, 2015 and December 31, 2014 follows (in thousands):

Deferred Income (in thousands)
	June 30, 2015		December 31, 2014
Fisher agreement	$	13	$	13
Total current deferred income	$	13	$	13
Arizona Commerce Authority Grant (see Note 7)	$	1,000	$	1,000
Fisher agreement		—		14
Total long-term deferred income	$	1,000	$	1,014

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Deferred income includes a $40,000 payment received from Fisher Scientific in July 2013, of which $14,000 and $13,000 were recognized as an offset against research and development expenses in the three-month periods ended June 30, 2015 and 2014, respectively, and $14,000 and $13,000 were recognized in the six-month periods ending June 30, 2015 and 2014, respectively. We anticipate earning the remaining $13,000 in May 2016.

Through December 31, 2014, we received $1,000,000 in milestone payments from the Arizona Commerce Authority under the Grant Agreement described in Note 7, License Agreements and Grants. As of June 30, 2015, no such payments have been recognized in income, and we do not anticipate recognizing such payments as income until the “claw-back” provisions under the Grant Agreement expire in January 2018.

NOTE 9. EARNINGS PER SHARE

The financial statements show basic and diluted loss per share.

The Company’s net loss for the periods presented caused the inclusion of all outstanding warrants, restricted stocks and options to purchase our Common Stock to be antidilutive. As of June 30, 2015 and December 31, 2014, there were Common Stock options, restricted stocks and warrants exercisable for 6,654,581 and 6,174,886 shares of Common Stock, respectively, which were not included in diluted loss per share as the effect was antidilutive.

NOTE 10. EMPLOYEE AND CONSULTANT EQUITY-BASED COMPENSATION

The following table summarizes option activity under all plans during the six-month period ended June 30, 2015.

Stock Option Activity
	Number of Shares			Weighted Average Exercise Price per Share
Options Outstanding December 31, 2014	5,628,726		$	5.20
Granted	495,827			21.56
Forfeited	(12,500	)		16.70
Exercised	(68,882	)		4.74
Options Outstanding June 30, 2015	6,043,171			6.52

The table below summarizes the resulting weighted average inputs used to calculate the estimated fair value of options awarded during the periods shown below:

Black-Scholes Assumptions for Options Granted
	Three-month period ended
	June 30, 2015			June 30, 2014
Expected term (in years)		6.41			5.72
Volatility		92	%		97	%
Expected dividends		—			—
Risk free interest rates		1.73	%		1.93	%
Weighted average fair value	$	17.55		$	15.40

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The following table shows summary information for outstanding options, options that are exercisable (vested) and outstanding options that are either vested or expected to vest as of June 30, 2015:

Stock Option Supplemental Information
		Options Outstanding		Options Exercisable		Options Vested and Expected to Vest
Number of options		6,043,171		3,116,329		6,017,571
Weighted average remaining contractual term (in years)		7.61		7.24		7.61
Weighted average exercise price	$	6.52	$	4.02	$	6.49
Weighted average fair value	$	5.22	$	2.98	$	5.19
Aggregate intrinsic value (in thousands)	$	116,571	$	67,918	$	116,262

The following table summarizes equity-based compensation expense recognized in the condensed consolidated statements of operations for the periods indicated (in thousands):

Equity-Based Compensation Expense (in thousands)
	Three-month period ended				Six-month period ended
	June 30, 2015		June 30, 2014		June 30, 2015		June 30, 2014
Research and development	$	747	$	1,288	$	1,435	$	2,112
Sales, general and administrative		1,781		1,883		2,750		2,819
Total stock-based compensation expense	$	2,528	$	3,171	$	4,185	$	4,931

The following table summarizes restricted stock activity during the six-month period ended June 30, 2015, none of which are vested as of June 30, 2015:

Restricted Stock Activity
	Number of Shares		Weighted Average Grant Date Fair Value per Share
Restricted Stocks Outstanding December 31, 2014	—	$	—
Granted	40,250		20.91
Forfeited	—		—
Vested/released	—		—
Restricted Stocks Outstanding June 30, 2015	40,250	$	20.91

As of June 30, 2015, unrecognized equity-based compensation cost related to unvested stock options and restricted stock was $13.1 million and $905,000, respectively.

14

NOTE 11. INCOME TAXES

The Arizona Commerce Authority (“Authority”) notified us that we meet the program requirements to receive a “Certificate of Qualification” and, therefore, are eligible for a refund of research and development investments amounting to a maximum of $647,000 and $527,000 for tax years 2014 and 2013, respectively. The “Certificate of Qualification” does not obligate the Arizona Department of Revenue to issue either refund. Furthermore, the calculation of the actual refund due will be based on actual qualifying expenses and income tax liability for the corresponding tax year and if qualifying expenses decrease or income tax liability increases, the refund amount may be less than the maximum amounts. If the amount received for the tax credit is later determined to be incorrect or invalid, the excess may be treated as a tax deficiency. We have recorded the refund amounts of $647,000 and $527,000 as a non-operating benefit from income taxes in the six-month periods ending June 30, 2015 and 2014, respectively, and the refunds were deposited in June 2015 and May 2014, respectively.

NOTE 12. COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS

Operating & Capital Lease Obligations

In August 2012, the company entered into a Lease Agreement (“Lease”) with Pima County, a political subdivision of the State of Arizona which has been subsequently amended, the details of which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the SEC on February 26, 2015. In May 2015, we exercised the option to extend the term of the lease for an additional one-year period, resulting in a new expiration date in January 2017.

Total rent expense for the Tucson facility, including common area charges for the three-month periods ending June 30, 2015 and 2014 was $167,000 and $64,000, respectively, and for the six-month periods ending June 30, 2015 and 2014 was $282,000 and $113,000, respectively. Future minimum lease payments are as follows (in thousands):

Operating Lease Obligations (in thousands)
	Year ending December 31:
	Remaining in 2015	$	357
	2016		884
	2017		75
	2018		—
	2019		—
	Thereafter		—
	Total operating lease obligations	$	1,316

The future minimum lease payments under our capital lease arrangement together with the present value of the net minimum lease payments as of June 30, 2015 are as follows:

Capital Lease Obligations (in thousands)
Year ending December 31:
Remaining in 2015	$	75
2016		13
2017		—
2018		—
2019		—
Total minimum lease payments	$	88
Less amount representing interest		(1	)
Present value minimum lease payments	$	87

15

Clinical Trial Agreements

The Company has entered into master agreements with clinical trial sites in which we typically pay a set amount for start-up costs and then pay for work performed. We incurred $178,000 and $0 for these arrangements during the three-month periods ending June 30, 2015 and 2014, respectively, and $358,000 and $0 for these arrangements during the six-month periods ending June 30, 2015 and 2014, respectively.

Legal Matters

On March 19, 2015, a putative securities class action lawsuit was filed against us, Lawrence Mehren, and Steve Reichling, Rapp v. Accelerate Diagnostics, Inc., et al., U.S. District Court, District of Arizona, 2:2015-cv-00504.  The complaint alleges that we violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and SEC Rule 10b-5, by making false or misleading statements about our ID/AST System, formerly called the BACcel System.  Plaintiff purports to bring the action on behalf of a class of persons who purchased or otherwise acquired our stock between March 7, 2014 and February 17, 2015.  On June 9, 2015, Julia Chang was appointed Lead Plaintiff of the purported class.  On June 23, 2015, Plaintiff filed an amended complaint alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5, by making false or misleading statements or omissions about our ID/AST System and by allegedly employing schemes to defraud.  Plaintiff seeks certification of the action as a class action, compensatory damages for the class in an unspecified amount, legal fees and costs, and such other relief as the court may order.  We believe the case is without merit and intend to defend it vigorously.  However, an adverse result could have a material adverse effect upon our financial condition or results of operations.

NOTE 13. SEGMENTS

The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, who is the chief executive officer, in deciding how to allocate resources and assessing performance. The Company’s business operates in one operating segment because the Company’s chief operating decision maker evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements.

16

NOTE 14. SUBSEQUENT EVENTS

Pima County Lease

In July 2015, the Company entered into a Lease Agreement with Pima County, a political subdivision of the State of Arizona, pursuant to which the Company leased approximately 6,207 square feet of space located in Tucson, Arizona for a period of two years, which may be extended by the Company for an additional year. The 6,207 square feet consists of approximately 3,827 square feet of existing space (“Existing Premises”) and approximately 2,380 square feet of new construction by the Company (“Expansion Premises”). The Company agreed to pay rent equal to $9.24 per square foot per year for the Existing Premises and $5.00 per square foot per year for the Expansion Premises for a combined total rent of approximately $47,000 per year. The Company will also pay for constructions costs and other expenses to get both spaces to a usable condition. Rent will commence and actual usable square footage will be calculated upon the completion of construction and notice of substantial completion.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introductory Note

 Except as otherwise indicated by the context, references in this Quarterly Report on Form 10-Q (this “Form 10-Q”) to the “Company,” “Accelerate,” “we,” “us” or “our” are references to the combined business of Accelerate Diagnostics, Inc. 

Forward-Looking Statements

 This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company, intends that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements, which can be identified by the use of words such as “may,” “will,” “expect,” “anticipate,” “estimate,” or “continue,” or variations thereon or comparable terminology, include the plans and objectives of management for future operations, including plans and objectives relating to the products and future economic performance of the Company. In addition, all statements other than statements of historical facts that address activities, events, or developments the Company expects, believes, or anticipates will or may occur in the future, and other such matters, are forward-looking statements.

The forward-looking statements included herein are based on current expectations that involve a number of risks and uncertainties. These forward-looking statements are based on assumptions that the Company will retain key management personnel, the Company will be successful in the development of the Accelerate ID/AST system, the Company will obtain sufficient capital to complete the development and required clinical trials of the Accelerate ID/AST system, the Company will be able to protect its intellectual property, the Company’s ability to respond to technological change, that the Company will accurately anticipate market demand for the Company’s products and that there will be no material adverse change in the Company’s operations or business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in forward-looking statements will be realized. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

17

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) summarizes the significant factors affecting our results of operations, liquidity, capital resources and contractual obligations. The following discussion and analysis should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and related notes included elsewhere herein. Certain information contained in the discussion and analysis set forth below and elsewhere in this report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. The Company’s future operating results may be affected by various trends and factors which are beyond the Company’s control. These include, among other factors, general public perception of issues and solutions, and other uncertain business conditions that may affect the Company’s business. The Company cautions the reader that a number of important factors discussed herein, and in other reports, filed with the SEC including but not limited to the risks in the section entitled “Risk Factors” in its Annual Report on Form 10-K for the period ended December 31, 2014 could affect the Company’s actual results and cause actual results to differ materially from those discussed in forward-looking statements.

Our MD&A is composed of the following sections: Overview, Changes in Results of Operations, Capital Resources and Liquidity and Off-Balance Sheet Arrangements. All amounts have been rounded to the nearest thousand unless otherwise indicated.

Overview

Accelerate Diagnostics, Inc. (“we” or “us” or “our” or “Accelerate” or “the Company”) is an in vitro diagnostics company dedicated to providing solutions which improve patient outcomes and lower healthcare costs through the rapid diagnosis of serious infections. Microbiology laboratories are in need of new tools to address what the U.S. Centers for Disease Control and Prevention (“CDC”) calls one of the most serious healthcare threats of our time, antibiotic resistance. A significant contributor to the rise of resistance is the overuse and misuse of antibiotics, which is exacerbated by a lack of timely diagnostic results. The delay of these results is often due to the reliance of microbiology laboratories on traditional culture-based tests that often take two to three days to complete. Our technology platform is built to address these challenges by delivering significantly faster and accurate testing of infectious pathogens in various patient sample types.

Since 2004, we have focused our efforts on the development of an innovative rapid diagnostic platform, the Accelerate ID/AST System™ (the “ID/AST System” or “Accelerate ID/AST System”), intended for the rapid diagnosis of infectious pathogens. Our goal is to reduce the failure rate of initial antibiotic drug therapy by shortening lab turnaround time to hours rather than the two to three days now required to deliver identification and susceptibility results. The ID/AST System utilizes genotypic technology to identify (“ID”) infectious pathogens and phenotypic technology to conduct antibiotic susceptibility testing (“AST”), which determines whether live bacterial or fungal cells are resistant or susceptible to a particular antibiotic. Development of this system and the first test kit for positive blood culture samples is substantially complete. On June 30, 2015, the company declared its conformity to the European In Vitro Diagnostic Directive 98/79 EC and CE Mark of the Accelerate ID/AST system and IS/AST Blood Culture Assay for in vitro diagnostic use. The Company anticipates commercializing the FDA approved product in the first half of 2016 following the successful completion of the U.S. registration trial. Achieving this milestone will depend on our ability to achieve the goals specified in our detailed project plan according to the deadlines included in such plan.

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We plan to introduce additional test kits for use on the Accelerate ID/AST System enabling the system’s use with other sample types. In addition, we plan to invest in the development of additional instruments, tests, and other solutions.

Changes in Results of Operations: Three-month period ended June 30, 2015 compared to three-month period ended June 30, 2014

During the three-month period ended June 30, 2015, total revenues were $19,000 as compared to $13,000 during the three-month period ended June 30, 2014, an increase of $6,000 or 46% due to increased revenues associated with license agreements.

Research and development expenses for the three-month period ended June 30, 2015 were $7,126,000 as compared to $4,562,000 during the three-month period ended June 30, 2014, an increase of $2,564,000 or 56%. The increase was primarily the result of increasing employee headcount, and increased purchases of laboratory and instrument engineering supplies to support research and development as well as pre-launch efforts. Research and development expenses include non-cash equity-based compensation for the three-month periods ended June 30, 2015 and 2014 of $747,000 and $1,288,000, respectively. We do not capitalize our internally developed instruments prior to FDA approval in accordance with U.S. GAAP and, therefore, research and development expenses include instruments manufactured for internal research and development, trial or study use as expenses for the three-month periods ended June 30, 2015 and 2014 totaling $981,000 and $0, respectively.

During the three-month period ended June 30, 2015, sales, general and administrative expenses were $4,755,000 as compared to $3,447,000 during the three-month period ended June 30, 2014, an increase of $1,308,000 or 38%. The increase was primarily driven by salaries and related expenses as we ramp up our operations. Sales, general and administrative expenses include non-cash equity-based compensation for the three-month periods ended June 30, 2015 and 2014 of $1,781,000 and $1,883,000, respectively. We do not capitalize our internally developed instruments prior to FDA approval in accordance with U.S. GAAP and, therefore, sales, general and administrative expenses include demonstration instruments as expenses for the three-month periods ended June 30, 2015 and 2014 totaling $260,000 and $0, respectively.

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During the three-month period ended June 30, 2015, amortization was $3,000 as compared to $19,000 during the three-month period ended June 30, 2014, a decrease of $16,000 or 84%. This decrease is the result of patents that became fully amortized during the previous year.

Depreciation for the three-month period ended June 30, 2015 was $403,000 as compared to $150,000 during the three-month period ended June 30, 2014, an increase of $253,000 or 169%. The increased depreciation was the result of purchases of equipment for the Company’s Tucson facility laboratory, manufacturing and administrative space.

As a result of the above factors, loss from operations for the three-month period ended June 30, 2015 was $12,268,000 as compared to the loss of $8,165,000 during the three-month period ended June 30, 2014, an increase in loss from operations of $4,103,000 or 50%. The loss includes non-cash equity-based compensation expenses for the three-month periods ended June 30, 2015 and 2014 of $2,528,000 and $3,171,000, respectively. This loss and further losses are anticipated and was the result of our continued investments in research and development, expanded laboratory and operational space, increased employee headcount and other factors as we develop and prepare to commercialize the Company’s products.

Other non-operating income during the three-month period ended June 30, 2015 was $16,000 as compared to $13,000 during the three-month period ended June 30, 2014, an increase of $3,000 or 23%. This change was due to increased interest and dividend income on our invested funds which increased slightly between the two periods.

As a result of these factors, net loss for three-month period ended June 30, 2015 was $12,252,000 as compared to a net loss of $8,152,000 during the three-month period ended June 30, 2014, an increase in net loss of $4,100,000 or 50%.

Unrealized loss on available-for-sale investments for the three-month period ended June 30, 2015 was $8,000 as compared to a gain of $2,000 during the three-month period ended June 30, 2014. The resulting comprehensive losses were $12,260,000 and $8,150,000 for the three-month periods ended June 30, 2015 and 2014, respectively.

Changes in Results of Operations: Six-month period ended June 30, 2015 compared to six-month period ended June 30, 2014

During the six-month period ended June 30, 2015, total revenues were $33,000 as compared to $27,000 during the six-month period ended June 30, 2014, an increase of $6,000 or 22% due to increased revenues associated with license agreements.

Research and development expenses for the six-month period ended June 30, 2015 were $13,503,000 as compared to $8,125,000 during the six-month period ended June 30, 2014, an increase of $5,378,000 or 66%. The increase was primarily the result of increasing employee headcount, and increased purchases of laboratory and instrument engineering supplies to support research and development as well as pre-launch efforts. Research and development expenses include non-cash equity-based compensation for the six-month periods ended June 30, 2015 and 2014 of $1,435,000 and $2,112,000, respectively. We do not capitalize our internally developed instruments prior to FDA approval in accordance with U.S. GAAP and, therefore, research and development expenses include instruments manufactured for internal research and development, trial or study use as expenses for the six-month periods ended June 30, 2015 and 2014 totaling $2,211,000 and $0, respectively.

20

During the six-month period ended June 30, 2015, sales, general and administrative expenses were $7,622,000 as compared to $5,491,000 during the six-month period ended June 30, 2014, an increase of $2,131,000 or 39%. The increase was primarily driven by salaries and related expenses as we ramp up our operations. Sales, general and administrative expenses include non-cash equity-based compensation for the six-months periods ended June 30, 2015 and 2014 of $2,750,000 and $2,819,000, respectively. We do not capitalize our internally developed instruments prior to FDA approval in accordance with U.S. GAAP and, therefore, sales, general and administrative expenses include demonstration instruments as expenses for the six-month periods ended June 30, 2015 and 2014 totaling $329,000 and $0, respectively.

During the six-month period ended June 30, 2015, amortization was $5,000 as compared to $38,000 during the six-month period ended June 30, 2014, a decrease of $33,000 or 87%. This decrease is the result of patents that became fully amortized during the previous year.

Depreciation for the six-month period ended June 30, 2015, was $729,000 as compared to $285,000 during the six-month period ended June 30, 2014, an increase of $444,000 or 156%. The increased depreciation was the result of purchases of equipment for the Company’s Tucson facility laboratory, manufacturing and administrative space.

As a result of the above factors, loss from operations for the six-month period ended June 30, 2015 was $21,826,000 as compared to the loss of $13,912,000 during the six-month period ended June 30, 2014, an increase in loss from operations of $7,914,000 or 57%. The loss includes non-cash equity-based compensation expenses for the six-month periods ended June 30, 2015 and 2014 of $4,185,000 and $4,931,000, respectively. This loss and further losses are anticipated and was the result of our continued investments in research and development, expanded laboratory and operational space, increased employee headcount and other factors as we develop and prepare to commercialize the Company’s products.

Other non-operating income during the six-month period ended June 30, 2015 was $30,000 as compared to $31,000 during the six-month period ended June 30, 2014, a decrease of $1,000 or 3%. This change was due to decreased interest and dividend income on our invested balances which decreased between the two periods.

Income tax benefit during the six-month period ended June 30, 2015 was $647,000 as compared to $527,000 during the six-month period ended June 30, 2014, an increase of $120,000 or 23%. This is due to an increase in our elected partial refund of research and development tax credits.

As a result of these factors, net loss for six-month period ended June 30, 2015 was $21,149,000 as compared to a net loss of $13,354,000 during the six-month period ended June 30, 2014, an increase in net loss of $7,795,000 or 58%.

21

Unrealized loss on available-for-sale investments for the six-month period ended June 30, 2015 was $4,000 as compared to a gain of $6,000 during the six-month period ended June 30, 2014. The resulting comprehensive losses were $21,153,000 and $13,348,000 for the six-month periods ended June 30, 2015 and 2014, respectively.

Capital Resources and Liquidity

Our primary source of liquidity has been from sales of shares of common stock. As of June 30, 2015, the Company had $48.3 million in cash and cash equivalents and available-for-sale securities, a decrease of $18.4 million from $66.7 million at December 31, 2014. The primary reason for the change in these assets was the funding of operational losses and purchase of capital equipment.

The Company is subject to a Lease Agreement with Pima County of Arizona. The future minimum lease payments under the Lease Agreement are included in Item 1, Note 12, Commitments, Contingencies and Legal Matters.

As of June 30, 2015, management believes that current cash balances will be more than sufficient to fund our capital and liquidity needs for the next twelve months.

The following summarizes selected items in the Company’s condensed consolidated statements of cash flows for the six-month periods ended June 30, 2015 and the year ended December 31, 2014 (in thousands):

Cash Flow Summary (in thousands)
		June 30, 2015			December 31, 2014
Net cash used in operating activities	$	(16,357	)	$	(18,785	)
Net cash used in investing activities		(2,229	)		(3,372	)
Net cash provided by financing activities		254			45,691

Our primary use of capital has been for the continued development and commercialization of the Accelerate ID/AST system. As noted above, we believe our existing cash balances, together with capital provided under grants or raised through exercises of warrants and stock options, and/or additional issuances of equity or debt securities will be sufficient to meet our ongoing capital requirements. However, if our capital requirements vary materially from those currently planned or anticipated, we may require additional capital sooner than expected. There can be no assurance that such capital will be available in sufficient amounts or on terms acceptable to us, if at all. Additional issuances of equity or convertible debt securities will result in dilution to our current common stockholders.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of June 30, 2015.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

The Company’s interest income is sensitive to fluctuations in the general level of U.S. interest rates. As such, changes in U.S. interest rates affect the interest earned on the Company’s cash and cash equivalents and investments.

Our exposure to market risk is limited to our cash and cash equivalents, all of which have original maturities of less than three months and available-for-sale investments some of which have maturities under a year and some of which have maturities of more than a year. The goals of our investment policy are preservation of capital, fulfillment of liquidity needs and fiduciary control of cash and investments. We also seek to maximize income from our investments without assuming significant risk. To achieve our goals, we maintain a portfolio of cash equivalents and investments in a variety of securities that management believes to be of high credit quality. We currently do not hedge interest rate exposure. Further information regarding our investments is included in Item 1, Note 5, Investments.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s Principal Executive Officer and Principal Financial Officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were effective as of June 30, 2015 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to the Company’s management, including its Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting during the three-month period ended June 30, 2015 that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

On March 19, 2015, a putative securities class action lawsuit was filed against us, Lawrence Mehren, and Steve Reichling, Rapp v. Accelerate Diagnostics, Inc., et al., U.S. District Court, District of Arizona, 2:2015-cv-00504.  The complaint alleges that we violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and SEC Rule 10b-5, by making false or misleading statements about our ID/AST System, formerly called the BACcel System.  Plaintiff purports to bring the action on behalf of a class of persons who purchased or otherwise acquired our stock between March 7, 2014 and February 17, 2015.  On June 9, 2015, Julia Chang was appointed Lead Plaintiff of the purported class.  On June 23, 2015, Plaintiff filed an amended complaint alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5, by making false or misleading statements or omissions about our ID/AST System and by allegedly employing schemes to defraud.  Plaintiff seeks certification of the action as a class action, compensatory damages for the class in an unspecified amount, legal fees and costs, and such other relief as the court may order.  We believe the case is without merit and intend to defend it vigorously.  However, an adverse result could have a material adverse effect upon our financial condition or results of operations.

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Item 1A. Risk Factors

There have been no material changes to the risk factors that were disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits 

Exhibit No.	Description	Filing Information
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
32	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
101**	XBRL Instance Document
101**	XBRL Taxonomy Extension Schema Document
101**	XBRL Taxonomy Calculation Linkbase Document
101**	XBRL Taxonomy Extension Definition Linkbase Document
101**	XBRL Taxonomy Label Linkbase Document
101**	XBRL Taxonomy Presentation Linkbase Document

24

** Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.

25

SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ACCELERATE DIAGNOSTICS, INC.

July 31, 2015	/s/ Lawrence Mehren
	Lawrence Mehren President and Chief Executive Officer
	(Principal Executive Officer)
July 31, 2015	/s/ Steve Reichling
	Steve Reichling Chief Financial Officer
	(Principal Financial and Accounting Officer)

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EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULE 13A-14 OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lawrence Mehren, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Accelerate Diagnostics, 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(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) 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, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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(s) 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.

July 31, 2015	/s/ Lawrence Mehren
	Lawrence Mehren President and Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULE 13A-14 OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steve Reichling, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Accelerate Diagnostics, 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(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) 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, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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(s) 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.

July 31, 2015	/s/ Steve Reichling
	Steve Reichling Chief Financial Officer
	(Principal Financial and Accounting Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Each of the undersigned officers of Accelerate Diagnostics, Inc. (the “Company”) hereby certifies that, to his knowledge, the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2015 to which this certification is attached (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

July 31, 2015	/s/ Lawrence Mehren
	Lawrence Mehren President and Chief Executive Officer
	(Principal Executive Officer)
July 31, 2015	/s/ Steve Reichling
	Steve Reichling Chief Financial Officer
	(Principal Financial and Accounting Officer)

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Earnings Per Share (Details Narrative) - shares	Jun. 30, 2015	Dec. 31, 2014
Earnings Per Share Details Narrative
Antidilutive common stock instruments outstanding	6,654,581	6,174,886

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Commitments, Contingencies and Legal Matters - Capital Lease Obligations (Details) $ in Thousands	Jun. 30, 2015 USD ($)
Commitments Contingencies And Legal Matters - Capital Lease Obligations Details
Year Ending December 31 remaining 2015	$ 75
Year Ending December 31, 2016	$ 13
Year Ending December 31, 2017
Year Ending December 31, 2018
Year Ending December 31, 2019
Total minimum lease payments	$ 88
Less amount representing interest	(1)
Present value minimum lease payments	$ 87

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Income Taxes (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Income Taxes Details Narrative
Research and development refund	$ 647	$ 527

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Property and Equipment (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Property And Equipment Details Narrative
Depreciation expense	$ 403	$ 150	$ 729	$ 285

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Employee and Consultant Equity-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Option Activity

Stock Option Activity
	Number of Shares			Weighted Average Exercise Price per Share
Options Outstanding December 31, 2014	5,628,726		$	5.20
Granted	495,827			21.56
Forfeited	(12,500	)		16.70
Exercised	(68,882	)		4.74
Options Outstanding June 30, 2015	6,043,171			6.52

Black-Scholes Assumptions for Options Granted

Black-Scholes Assumptions for Options Granted
	Three-month period ended
	June 30, 2015			June 30, 2014
Expected term (in years)		6.41			5.72
Volatility		92	%		97	%
Expected dividends		—			—
Risk free interest rates		1.73	%		1.93	%
Weighted average fair value	$	17.55		$	15.40

Stock Option Supplemental Information

Stock Option Supplemental Information
		Options Outstanding		Options Exercisable		Options Vested and Expected to Vest
Number of options		6,043,171		3,116,329		6,017,571
Weighted average remaining contractual term (in years)		7.61		7.24		7.61
Weighted average exercise price	$	6.52	$	4.02	$	6.49
Weighted average fair value	$	5.22	$	2.98	$	5.19
Aggregate intrinsic value (in thousands)	$	116,571	$	67,918	$	116,262

Equity-Based Compensation Expense

Equity-Based Compensation Expense (in thousands)
	Three-month period ended				Six-month period ended
	June 30, 2015		June 30, 2014		June 30, 2015		June 30, 2014
Research and development	$	747	$	1,288	$	1,435	$	2,112
Sales, general and administrative		1,781		1,883		2,750		2,819
Total stock-based compensation expense	$	2,528	$	3,171	$	4,185	$	4,931

Restricted Stock Activity

Restricted Stock Activity
	Number of Shares		Weighted Average Grant Date Fair Value per Share
Restricted Stocks Outstanding December 31, 2014	—	$	—
Granted	40,250		20.91
Forfeited	—		—
Vested/released	—		—
Restricted Stocks Outstanding June 30, 2015	40,250	$	20.91

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Employee and Consultant Equity-Based Compensation - Stock Option Supplemental Information (Details) - Jun. 30, 2015 $ / shares in Units, $ in Thousands	USD ($) yr $ / shares shares
Options Outstanding
Number of options | shares	6,043,171
Weighted average remaining contractual term (in years)	7.61
Weighted average fair value | $ / shares	$ 5.22
Aggregate intrinsic value (in thousands) | $	$ 116,571
Options Exercisable
Number of options | shares	3,116,329
Weighted average remaining contractual term (in years)	7.24
Weighted average fair value | $ / shares	$ 2.98
Aggregate intrinsic value (in thousands) | $	$ 67,918
Options Vested and Expected to Vest
Number of options | shares	6,017,571
Weighted average remaining contractual term (in years)	7.61
Weighted average fair value | $ / shares	$ 5.19
Aggregate intrinsic value (in thousands) | $	$ 116,262

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Deferred Income (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Deferred Income Details
Fisher agreement	$ 13	$ 13
Total current deferred income	13	13
Arizona Commerce Authority Grant (see Note 7)	$ 1,000	1,000
Fisher agreement		14
Total long-term deferred income	$ 1,000	$ 1,014

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Commitments, Contingencies and Legal Matters - Operating Lease Obligations (Details) $ in Thousands	Jun. 30, 2015 USD ($)
Commitments Contingencies And Legal Matters - Operating Lease Obligations Details
Year Ending December 31 remaining in 2015	$ 357
Year Ending December 31, 2016	884
Year Ending December 31, 2017	$ 75
Year Ending December 31, 2018
Year Ending December 31, 2019
Thereafter
Total operating lease obligations	$ 1,316

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Concentration of Credit Risk

6 Months Ended

Jun. 30, 2015

Risks and Uncertainties [Abstract]

Concentration of Credit Risk

NOTE 4: CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, short-term investments and accounts receivable, including receivables from major customers.

The Company periodically maintains cash balances at a commercial bank in excess of the Federal Deposit Insurance Corporation insurance limit of $250,000. At June 30, 2015 and December 31, 2014, the Company’s uninsured cash balance was approximately $35.3 million and $53.6 million, respectively.

The Company extends credit to domestic and international clients in various industries. Exposure to losses on accounts receivable is principally dependent on each client's financial position. At June 30, 2015 and December 31, 2014, 95% and 98%, respectively, of the outstanding receivable balance was with Denver Health and the Department of Defense related to the Defense Medical Research and Development Program. See Note 7, License Agreements and Grants for more information.

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Employee and Consultant Equity-Based Compensation - Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Employee And Consultant Equity-based Compensation - Equity-based Compensation Expense Details
Research and development	$ 747	$ 1,288	$ 1,435	$ 2,112
Sales, general and administrative	1,781	1,883	2,750	2,819
Total stock-based compensation expense	$ 2,528	$ 3,171	$ 4,185	$ 4,931

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Investments (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Fair Value
Asset-backed securities	$ 1,015	$ 141
Corporate notes and bonds	12,015	12,974
Total	$ 13,030	$ 13,115
Gross Unrealized Losses
Asset-backed securities
Corporate notes and bonds	$ (4)	$ (3)
Total	$ (4)	$ (3)
Gross Unrealized Gains
Asset-backed securities
Corporate notes and bonds	$ 8	$ 10
Total	8	10
Amortized Cost
Asset-backed securities	1,015	141
Corporate notes and bonds	12,011	12,967
Total	$ 13,026	$ 13,108

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Concentration of Credit Risk (Details Narrative) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Concentration Of Credit Risk Details Narrative
Uninsured cash balance	$ 35,300	$ 53,600

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Employee and Consultant Equity-Based Compensation - Restricted Stock Activity (Details) - 6 months ended Jun. 30, 2015 - $ / shares	Total
Number of Shares
Restricted Stock Outstanding, beginning balance
Shares Granted	40,250
Shares Forfeited
Shares Vested/released
Restricted Stocks Outstanding, ending balance	40,250
Weighted Average Exercise Price Per Share
Restricted Stocks Outstanding, beginning balance
Shares Granted	$ 20.91
Shares Forfeited
Shares Vested/released
Restricted Stocks Outstanding, ending balance	$ 20.91

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Investments (Details 1) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Fair Value
Due in less than 1 year	$ 12,525	$ 10,585
Due in 1 to 3 years	505	2,530
Total	13,030	13,115
Amortized Cost
Due in less than 1 year	12,520	10,586
Due in 1 to 3 years	506	2,522
Total	$ 13,026	$ 13,108

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Investments (Details Narrative) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2015	Jun. 30, 2014
Investments Details Narrative
Proceeds from sales of marketable securities	$ 141	$ 141	$ 121

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Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

NOTE 3. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following tables represent the financial instruments measured at fair value on a recurring basis on the financial statements of the Company and the valuation approach applied to each class of financial instruments at June 30, 2015 and December 31, 2014.

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE June 30, 2015 (in thousands)
		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Money market funds (cash equivalents)	$	4,005	$	—	$	—	$	4,005
Corporate notes and bonds		—		12,015		—		12,015
Asset-backed securities		—		1,015		—		1,015
Total assets measured at fair value	$	4,005	$	13,030	$	—	$	17,035

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE December 31, 2014 (in thousands)
		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Money market funds (cash equivalents)	$	13,127	$	—	$	—	$	13,127
Corporate notes and bonds		—		12,974		—		12,974
Asset-backed securities		—		141		—		141
Total assets measured at fair value	$	13,127	$	13,115	$	—	$	26,242

Level 1 assets are priced using quoted prices in active markets for identical assets which include cash accounts and money market funds as these specific assets are liquid.

Level 2 available-for-sale securities are priced using quoted market prices for similar instruments or nonbinding market prices that are corroborated by observable market data. The Company uses inputs such as actual trade data, benchmark yields, broker/dealer quotes, and other similar data, which are obtained from quoted market prices, independent pricing vendors, or other sources, to determine the ultimate fair value of these assets and liabilities. The Company uses such pricing data as the primary input to make its assessments and determinations as to the ultimate valuation of its investment portfolio and has not made, during the periods presented, any material adjustments to such inputs.

There were no transfers between levels during the six-month period ended June 30, 2015.

Additional information regarding our investments is included in Note 5, Investments.

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Property and Equipment - Property and Equipment (Details) (USD $) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Property And Equipment - Property And Equipment Details Usd
Computer equipment	$ 1,878	$ 1,020
Technical equipment	2,004	1,625
Facilities	1,044	842
Capital lease-leasehold improvements	266	266
Capital projects in progress	733	227
Total property and equipment	5,925	3,980
Accumulated amortization - capital lease	(200)	(133)
Accumulated depreciation - other	(1,973)	(1,311)
Net property and equipment	$ 3,752	$ 2,536

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Employee and Consultant Equity-Based Compensation - Stock Option Activity (Details) - 6 months ended Jun. 30, 2015 - $ / shares	Total
Number of Shares
Options Outstanding, beginning balance	5,628,726
Shares Granted	495,827
Shares Forfeited	(12,500)
Shares Exercised	(68,882)
Options Outstanding, ending balance	6,043,171
Weighted Average Exercise Price Per Share
Options Outstanding, beginning balance	$ 5.20
Shares Granted	21.56
Shares Forfeited	16.70
Shares Exercised	4.74
Options Outstanding, ending balance	$ 6.52

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands, None in scaling factor is -9223372036854775296	Jun. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 35,231	$ 53,563
Investments	13,030	13,115
Trade accounts receivable	143	78
Prepaid expenses	1,029	342
Total current assets	49,433	67,098
Property and equipment, net	3,752	2,536
Intellectual property, net	162	167
Total assets	53,347	69,801
Current liabilities:
Accounts payable	1,741	2,129
Accrued liabilities	1,156	494
Deferred income	13	13
Capital lease obligations	87	147
Total current liabilities	2,997	2,783
Long-term deferred income	$ 1,000	1,014
Long-term capital lease obligation		13
Total liabilities	$ 3,997	3,810
Stockholders' equity:
Common stock, $0.001 par value; 55,000,000 common shares authorized 44,708,711 (as of June 30, 2015) and 44,639,829 (as of December 31, 2014) shares issued and outstanding	$ 45	$ 45
5,000,000 preferred shares authorized and none outstanding as of June 30, 2015 and December 31, 2014
Contributed capital	$ 135,868	$ 131,356
Accumulated deficit	(86,566)	(65,417)
Accumulated other comprehensive income	3	7
Total stockholders' equity	49,350	65,991
Total liabilities and stockholders' equity	$ 53,347	$ 69,801

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Employee and Consultant Equity-Based Compensation - (Details Narrative) $ in Thousands	Jun. 30, 2015 USD ($)
Employee And Consultant Equity-based Compensation - Details Narrative
Unrecognized share-based compensation costs	$ 905
Unrecognized equity-based compensation related to unvested stock options	$ 13,100

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Organization and Nature of Business; Basis of Presentation; Principles of Consolidation

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Organization and Nature of Business; Basis of Presentation; Principles of Consolidation

NOTE 1. ORGANIZATION AND NATURE OF BUSINESS; BASIS OF PRESENTATION; PRINCIPLES OF CONSOLIDATION

Accelerate Diagnostics, Inc. (“we” or “us” or “our” or “Accelerate” or “the Company”) is an in vitro diagnostics company dedicated to providing solutions which improve patient outcomes and lower healthcare costs through the rapid diagnosis of serious infections. Microbiology laboratories are in need of new tools to address what the U.S. Centers for Disease Control and Prevention (“CDC”) calls one of the most serious healthcare threats of our time, antibiotic resistance. A significant contributor to the rise of resistance is the overuse and misuse of antibiotics, which is exacerbated by a lack of timely diagnostic results. The delay of these results is often due to the reliance of microbiology laboratories on traditional culture-based tests that often take two to three days to complete. Our technology platform is built to address these challenges and deliver fast and accurate testing of infectious pathogens in various patient sample types.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles, (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”), regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the SEC on February 26, 2015.

The condensed consolidated balance sheet as of December 31, 2014 included herein was derived from the audited financial statements as of that date, but does not include all disclosures such as notes required by U.S. GAAP.

The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for the entire year ending December 31, 2015 or any future period.

All amounts are rounded to the nearest thousand dollars unless otherwise indicated.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of intercompany transactions and balances. There were no intercompany transactions for the three- or six-month periods ending June 30, 2015 and June 30, 2014.

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License Agreements and Grants- Arizona Commerce Authority (Details Narrative 1) $ in Thousands	Dec. 31, 2014 USD ($)
License Agreements And Grants- Arizona Commerce Authority Details Narrative 1
Deferred revenue from grant agreement	$ 1,000

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Investments (Tables)

6 Months Ended

Jun. 30, 2015

Investments, All Other Investments [Abstract]

Available-For-Sale Investments

AVAILABLE-FOR-SALE INVESTMENTS

June 30, 2015

(in thousands)

		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Asset-backed securities	$	1,015	$	—	$	—		$	1,015
Corporate notes and bonds		12,011		8		(4	)		12,015
Total	$	13,026	$	8	$	(4	)	$	13,030

December 31, 2014 (in thousands)
		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Asset-backed securities	$	141	$	—	$	—		$	141
Corporate notes and bonds		12,967		10		(3	)		12,974
Total	$	13,108	$	10	$	(3	)	$	13,115

The following table summarizes the maturities of the Company’s available-for-sale securities at June 30, 2015 and December 31, 2014 (in thousands):

AVAILABLE-FOR-SALE INVESTMENT MATURITIES (in thousands)
	June 30, 2015				December 31, 2014
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in less than 1 year	$	12,520	$	12,525	$	10,586	$	10,585
Due in 1-3 years		506		505		2,522		2,530
Total	$	13,026	$	13,030	$	13,108	$	13,115

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License Agreements and Grants - National Institute (Details Narrative) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended		6 Months Ended
	Jun. 30, 2015	May. 31, 2012	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
License Agreements And Grants - National Institute Details Narrative
Development grant subaward agreement	$ 689	$ 650

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Deferred Income (Tables)

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Deferred Income

Deferred Income (in thousands)
	June 30, 2015		December 31, 2014
Fisher agreement	$	13	$	13
Total current deferred income	$	13	$	13
Arizona Commerce Authority Grant (see Note 7)	$	1,000	$	1,000
Fisher agreement		—		14
Total long-term deferred income	$	1,000	$	1,014

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Recently Issued Accounting Pronouncements

6 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Recently Issued Accounting Pronouncements

NOTE 2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In April 2015, the Financial Accounting Standards (“FASB”) issued Accounting Standards Update (“ASU”) 2015-05, Intangibles-Goodwill and Other – Internal-Use Software; Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. Prior to this ASU, U.S. GAAP did not include explicit guidance about a customer’s accounting for fees paid in a cloud computing arrangement. Examples of cloud computer arrangements include software as a service, platform as a service, infrastructure as a service, and other similar hosting arrangements. This ASU provides guidance to customers about whether a cloud computing arrangement includes a software license, in which case the customer should account for such license consistent with the acquisitions of other software licenses. If the cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The ASU does not change the accounting for service contracts. The new standard is effective for us on January 1, 2016 with early adoption permitted. We do not expect the adoption of ASU 2015-05 to have a significant impact on our condensed consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, Income Statement - Extraordinary and Unusual Items. The new standard eliminates from U.S. GAAP the concept of extraordinary items. Prior to the adoption of this standard, extraordinary items are segregated from the results of ordinary operations and shown separately in the income statement, net of tax, after income from continuing operations. The new standard eliminates such segregation as well as the requirements to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item. The new standard is effective for us on January 1, 2016 with early adoption permitted. We do not expect the adoption of ASU 2015-05 to have a significant impact on our condensed consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The new standard is effective for us on January 1, 2016 with early adoption permitted. We do not expect the adoption of ASU 2014-15 to have a significant impact on our condensed consolidated financial statements. 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. We are carefully evaluating our existing revenue recognition practices to determine whether any contracts in the scope of the guidance will be affected by the new requirements. The effects may include identifying performance obligations in existing arrangements, determining the transaction price and allocating the transaction price to each separate performance obligation. We will also establish practices to determine when a performance obligation has been satisfied, and recognize revenue in accordance with the new requirements. In July 2015, the FASB deferred the effective date resulting in a new effective date of January 1, 2018 for us. We are permitted to adopt early but not before the original effective date of January 1, 2017. The standard allows for either “full retrospective” adoption, meaning the standard is applied to all of the periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements. We are currently evaluating the transition method and the adoption date that will be elected.

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	55,000,000	55,000,000
Common Stock, shares issued	44,708,711	44,639,829
Common Stock, shares outstanding	44,708,711	44,639,829
Preferred stock, par value
Preferred Stock, shares authorized	5,000,000	5,000,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0

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Commitments, Contingencies and legal matters

6 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments, Contingencies and legal matters

NOTE 12. COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS

Operating & Capital Lease Obligations

In August 2012, the company entered into a Lease Agreement (“Lease”) with Pima County, a political subdivision of the State of Arizona which has been subsequently amended, the details of which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the SEC on February 26, 2015. In May 2015, we exercised the option to extend the term of the lease for an additional one-year period, resulting in a new expiration date in January 2017.

Total rent expense for the Tucson facility, including common area charges for the three-month periods ending June 30, 2015 and 2014 was $167,000 and $64,000, respectively, and for the six-month periods ending June 30, 2015 and 2014 was $282,000 and $113,000, respectively. Future minimum lease payments are as follows (in thousands):

Operating Lease Obligations (in thousands)
	Year ending December 31:
	Remaining in 2015	$	357
	2016		884
	2017		75
	2018		—
	2019		—
	Thereafter		—
	Total operating lease obligations	$	1,316

The future minimum lease payments under our capital lease arrangement together with the present value of the net minimum lease payments as of June 30, 2015 are as follows:

Capital Lease Obligations (in thousands)
Year ending December 31:
Remaining in 2015	$	75
2016		13
2017		—
2018		—
2019		—
Total minimum lease payments	$	88
Less amount representing interest		(1	)
Present value minimum lease payments	$	87

Clinical Trial Agreements

The Company has entered into master agreements with clinical trial sites in which we typically pay a set amount for start-up costs and then pay for work performed. We incurred $178,000 and $0 for these arrangements during the three-month periods ending June 30, 2015 and 2014, respectively, and $358,000 and $0 for these arrangements during the six-month periods ending June 30, 2015 and 2014, respectively.

Legal Matters

On March 19, 2015, a putative securities class action lawsuit was filed against us, Lawrence Mehren, and Steve Reichling, Rapp v. Accelerate Diagnostics, Inc., et al., U.S. District Court, District of Arizona, 2:2015-cv-00504.  The complaint alleges that we violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and SEC Rule 10b-5, by making false or misleading statements about our ID/AST System, formerly called the BACcel System.  Plaintiff purports to bring the action on behalf of a class of persons who purchased or otherwise acquired our stock between March 7, 2014 and February 17, 2015.  On June 9, 2015, Julia Chang was appointed Lead Plaintiff of the purported class.  On June 23, 2015, Plaintiff filed an amended complaint alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5, by making false or misleading statements or omissions about our ID/AST System and by allegedly employing schemes to defraud.  Plaintiff seeks certification of the action as a class action, compensatory damages for the class in an unspecified amount, legal fees and costs, and such other relief as the court may order.  We believe the case is without merit and intend to defend it vigorously.  However, an adverse result could have a material adverse effect upon our financial condition or results of operations.

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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Jul. 24, 2015
Document And Entity Information
Entity Registrant Name	Accelerate Diagnostics, Inc.
Entity Central Index Key	0000727207
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		44,722,701
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2015

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Segments

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Segments

NOTE 13. SEGMENTS

The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, who is the chief executive officer, in deciding how to allocate resources and assessing performance. The Company’s business operates in one operating segment because the Company’s chief operating decision maker evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements.

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Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Revenues:
Licensing and royalty revenues	$ 19	$ 13	$ 33	$ 27
Total revenues	19	13	33	27
Costs and expenses:
Research and development	7,126	4,562	13,503	8,125
Sales, general and administrative	4,755	3,447	7,622	5,491
Amortization	3	19	5	38
Depreciation	403	150	729	285
Total costs and expenses	12,287	8,178	21,859	13,939
Loss from operations	(12,268)	(8,165)	(21,826)	(13,912)
Interest expense	(2)	(3)	(3)	(3)
Interest and dividend income	18	16	33	34
Total other income	16	13	30	31
Net loss before income taxes	$ (12,252)	$ (8,152)	(21,796)	(13,881)
Benefit from income taxes			647	527
Net loss	$ (12,252)	$ (8,152)	$ (21,149)	$ (13,354)
Basic and diluted net loss per share	$ (0.27)	$ (0.19)	$ (0.47)	$ (0.31)
Weighted average shares outstanding	44,678	43,477	44,664	42,637
Other comprehensive loss:
Net loss	$ (12,252)	$ (8,152)	$ (21,149)	$ (13,354)
Net unrealized (loss) gain on available-for-sale investments	(8)	2	(4)	6
Comprehensive loss	$ (12,260)	$ (8,150)	$ (21,153)	$ (13,348)

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License Agreements and Grants

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

License Agreements and Grants

NOTE 7. LICENSE AGREEMENTS AND GRANTS

Schott Janaer Glas GmbH

The Company signed a licensing agreement for microarraying slides using OptiChem coatings with Schott Jenaer Glas GmbH (“SCHOTT”) in November 2004. In November 2014, the agreement was amended and extended with an expiration date that coincides with the expiration of the underlying patents. Royalties are 5% of SCHOTT’s net product sales. Revenue is recognized as SCHOTT’s net product sales are reported to the Company.

NanoString Technologies

In October 2007, the Company entered into an exclusive seven-year license with NanoString Technologies, Inc. (“NanoString”). The license grants NanoString the right to apply OptiChem coatings to NanoString’s proprietary molecular detection products.

Defense Medical Research and Development Program

In May 2012, the Company and Denver Health Medical Center (“Denver Health”) were notified that the Defense Medical Research and Development Program (“DMRDP”) recommended $2,000,000 of funding for a proposed 35-month project of which the Company estimates it will receive direct monies for internal research and development of $650,000. The joint proposal became the sole recipient under the Military Infectious Diseases Applied Research Award program for rapid detection of serious antibiotic-resistant infections.  The project will apply the Accelerate ID/AST system to wound infections and other serious infections secondary to trauma. The Company has invoiced a cumulative total of $515,000 under this grant which is recorded as an offset to research and development expenses. The amount invoiced for the three-month periods ended June 30, 2015 and 2014 was $68,000 and $60,000 respectively, and for the six-month periods ended June 30, 2015 and 2014 was $136,000 and $100,000, respectively.

Arizona Commerce Authority

In August 2012, the Company entered into a Grant Agreement (the “Grant Agreement”) with the Arizona Commerce Authority, an agency of the State of Arizona (the “Authority”), pursuant to which the Authority provided certain state and county sponsored incentives for the Company to relocate its corporate headquarters to, and expand its business within, the State of Arizona (the “Project”). Pursuant to the Grant Agreement, the Authority agreed to provide a total grant in the amount of $1,000,000 (the “Grant”) for the use by the Company in the advancement of the Project. The Grant is payable out of an escrow account in four installments, upon the achievement of the following milestones:  

· Milestone 1 – Relocation of Company’s operations and corporate headquarters to Arizona and creation of 15 Qualified Jobs (as defined below).

· Milestone 2 – Creation of 30 Qualified Jobs (including Qualified Jobs under Milestone 1).

· Milestone 3 – Creation of 40 Qualified Jobs (including Qualified Jobs under Milestones 1 and 2).

· Milestone 4 – Creation of 65 Qualified Jobs (including Qualified Jobs under Milestones 1, 2 and 3) and capital investment of at least $4,520,000.

For purposes of the Grant Agreement, a “Qualified Job” is a job that is permanent, full-time, new to Arizona, and for which the Company pays average (across all Qualified Jobs identified by the Company in its discretion) annual wages of at least $63,000 and offers health insurance benefits and pays at least 65% of the premiums associated with such benefits. The amount of each installment payment will be determined in accordance with a formula specified in the Grant Agreement. The Grant Agreement also contains other customary provisions, including representations, warranties and covenants of both parties. As of December 31, 2014, the Company had collected all of the $1,000,000 in milestones. The full amount is recorded in long-term deferred income until the economic development provisions of the grant have been satisfied in full, as there are “claw-back” provisions which would require repayment of certain amounts received if employment levels are not sustained during the term of the arrangement. Once the “claw-back” provisions expire in January 2018, we will recognize the grant as other non-operating income. Further details are included in Note 8, Deferred Income.

National Institute of Health Grant

In February 2015, we were notified that the National Institute of Health awarded a five year, $5,000,000 grant to Denver Health and ourselves to develop a fast and reliable identification and categorical susceptibility test carbepenem-resistant Enterobacteriaceae directly from whole blood. In June 2015, we executed a subaward agreement with Denver Health for the services we will provide as part of this grant which covers the period of February 15, 2015 through January 31, 2016 and totals $689,000. There have been no services provided or billed under this subaward agreement for the period ending June 30, 2015.

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Property and Equipment

6 Months Ended

Jun. 30, 2015

Property, Plant and Equipment [Abstract]

Property and Equipment

NOTE 6. PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost and consisted of the following at June 30, 2015 and December 31, 2014 (in thousands):

Property and Equipment (in thousands)
	June 30, 2015			December 31, 2014
Computer equipment	$	1,878		$	1,020
Technical equipment		2,004			1,625
Facilities		1,044			842
Capital lease – leasehold improvements		266			266
Capital projects in progress		733			227
Total property and equipment	$	5,925		$	3,980
Accumulated amortization – capital lease		(200	)		(133	)
Accumulated depreciation – other		(1,973	)		(1,311	)
Net property and equipment	$	3,752		$	2,536

Depreciation expense, which includes amortization of capital lease assets, for the three-month periods ended June 30, 2015 and 2014 was $403,000 and $150,000, respectively, and for the six-month periods ended June 30, 2015 and 2014 was $729,000 and $285,000, respectively.

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Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2015

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment (in thousands)
	June 30, 2015			December 31, 2014
Computer equipment	$	1,878		$	1,020
Technical equipment		2,004			1,625
Facilities		1,044			842
Capital lease – leasehold improvements		266			266
Capital projects in progress		733			227
Total property and equipment	$	5,925		$	3,980
Accumulated amortization – capital lease		(200	)		(133	)
Accumulated depreciation – other		(1,973	)		(1,311	)
Net property and equipment	$	3,752		$	2,536

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Subsequent Events

6 Months Ended

Jun. 30, 2015

Subsequent Events [Abstract]

Subsequent Events

NOTE 14. SUBSEQUENT EVENTS

Pima County Lease

In July 2015, the Company entered into a Lease Agreement with Pima County, a political subdivision of the State of Arizona, pursuant to which the Company leased approximately 6,207 square feet of space located in Tucson, Arizona for a period of two years, which may be extended by the Company for an additional year. The 6,207 square feet consists of approximately 3,827 square feet of existing space (“Existing Premises”) and approximately 2,380 square feet of new construction by the Company (“Expansion Premises”). The Company agreed to pay rent equal to $9.24 per square foot per year for the Existing Premises and $5.00 per square foot per year for the Expansion Premises for a combined total rent of approximately $47,000 per year. The Company will also pay for constructions costs and other expenses to get both spaces to a usable condition. Rent will commence and actual usable square footage will be calculated upon the completion of construction and notice of substantial completion.

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Employee and Consultant Equity-Based Compensation

6 Months Ended

Jun. 30, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Employee and Consultant Equity-Based Compensation

NOTE 10. EMPLOYEE AND CONSULTANT EQUITY-BASED COMPENSATION

The following table summarizes option activity under all plans during the six-month period ended June 30, 2015.

Stock Option Activity
	Number of Shares			Weighted Average Exercise Price per Share
Options Outstanding December 31, 2014	5,628,726		$	5.20
Granted	495,827			21.56
Forfeited	(12,500	)		16.70
Exercised	(68,882	)		4.74
Options Outstanding June 30, 2015	6,043,171			6.52

The table below summarizes the resulting weighted average inputs used to calculate the estimated fair value of options awarded during the periods shown below:

Black-Scholes Assumptions for Options Granted
	Three-month period ended
	June 30, 2015			June 30, 2014
Expected term (in years)		6.41			5.72
Volatility		92	%		97	%
Expected dividends		—			—
Risk free interest rates		1.73	%		1.93	%
Weighted average fair value	$	17.55		$	15.40

The following table shows summary information for outstanding options, options that are exercisable (vested) and outstanding options that are either vested or expected to vest as of June 30, 2015:

Stock Option Supplemental Information
		Options Outstanding		Options Exercisable		Options Vested and Expected to Vest
Number of options		6,043,171		3,116,329		6,017,571
Weighted average remaining contractual term (in years)		7.61		7.24		7.61
Weighted average exercise price	$	6.52	$	4.02	$	6.49
Weighted average fair value	$	5.22	$	2.98	$	5.19
Aggregate intrinsic value (in thousands)	$	116,571	$	67,918	$	116,262

The following table summarizes equity-based compensation expense recognized in the condensed consolidated statements of operations for the periods indicated (in thousands):

Equity-Based Compensation Expense (in thousands)
	Three-month period ended				Six-month period ended
	June 30, 2015		June 30, 2014		June 30, 2015		June 30, 2014
Research and development	$	747	$	1,288	$	1,435	$	2,112
Sales, general and administrative		1,781		1,883		2,750		2,819
Total stock-based compensation expense	$	2,528	$	3,171	$	4,185	$	4,931

The following table summarizes restricted stock activity during the six-month period ended June 30, 2015, none of which are vested as of June 30, 2015:

Restricted Stock Activity
	Number of Shares		Weighted Average Grant Date Fair Value per Share
Restricted Stocks Outstanding December 31, 2014	—	$	—
Granted	40,250		20.91
Forfeited	—		—
Vested/released	—		—
Restricted Stocks Outstanding June 30, 2015	40,250	$	20.91

As of June 30, 2015, unrecognized equity-based compensation cost related to unvested stock options and restricted stock was $13.1 million and $905,000, respectively.

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Deferred Income

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Deferred Income

NOTE 8. DEFERRED INCOME

Deferred income consists of amounts received for commitments not yet fulfilled. If we anticipate that the income will not be earned within the following twelve months, the amount is reported as long-term deferred income. A summary of the balances as of June 30, 2015 and December 31, 2014 follows (in thousands):

Deferred Income (in thousands)
	June 30, 2015		December 31, 2014
Fisher agreement	$	13	$	13
Total current deferred income	$	13	$	13
Arizona Commerce Authority Grant (see Note 7)	$	1,000	$	1,000
Fisher agreement		—		14
Total long-term deferred income	$	1,000	$	1,014

Deferred income includes a $40,000 payment received from Fisher Scientific in July 2013, of which $14,000 and $13,000 were recognized as an offset against research and development expenses in the three-month periods ended June 30, 2015 and 2014, respectively, and $14,000 and $13,000 were recognized in the six-month periods ending June 30, 2015 and 2014, respectively. We anticipate earning the remaining $13,000 in May 2016.

Through December 31, 2014, we received $1,000,000 in milestone payments from the Arizona Commerce Authority under the Grant Agreement described in Note 7, License Agreements and Grants. As of June 30, 2015, no such payments have been recognized in income, and we do not anticipate recognizing such payments as income until the “claw-back” provisions under the Grant Agreement expire in January 2018.

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Earnings Per Share

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Earnings Per Share

NOTE 9. EARNINGS PER SHARE

The financial statements show basic and diluted loss per share.

The Company’s net loss for the periods presented caused the inclusion of all outstanding warrants, restricted stocks and options to purchase our Common Stock to be antidilutive. As of June 30, 2015 and December 31, 2014, there were Common Stock options, restricted stocks and warrants exercisable for 6,654,581 and 6,174,886 shares of Common Stock, respectively, which were not included in diluted loss per share as the effect was antidilutive.

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Income Taxes

6 Months Ended

Jun. 30, 2015

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 11. INCOME TAXES

The Arizona Commerce Authority (“Authority”) notified us that we meet the program requirements to receive a “Certificate of Qualification” and, therefore, are eligible for a refund of research and development investments amounting to a maximum of $647,000 and $527,000 for tax years 2014 and 2013, respectively. The “Certificate of Qualification” does not obligate the Arizona Department of Revenue to issue either refund. Furthermore, the calculation of the actual refund due will be based on actual qualifying expenses and income tax liability for the corresponding tax year and if qualifying expenses decrease or income tax liability increases, the refund amount may be less than the maximum amounts. If the amount received for the tax credit is later determined to be incorrect or invalid, the excess may be treated as a tax deficiency. We have recorded the refund amounts of $647,000 and $527,000 as a non-operating benefit from income taxes in the six-month periods ending June 30, 2015 and 2014, respectively, and the refunds were deposited in June 2015 and May 2014, respectively.

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License Agreements and Grants - Research and Development (Details Narrative) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended		6 Months Ended
	Jun. 30, 2015	May. 31, 2012	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
License Agreements And Grants - Research And Development Details Narrative
Research and development project	$ 689	$ 650
Offset to research and development project			$ 68	$ 60	$ 136	$ 100

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Fair Value of Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Fair Value Measurements

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE June 30, 2015 (in thousands)
		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Money market funds (cash equivalents)	$	4,005	$	—	$	—	$	4,005
Corporate notes and bonds		—		12,015		—		12,015
Asset-backed securities		—		1,015		—		1,015
Total assets measured at fair value	$	4,005	$	13,030	$	—	$	17,035

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE December 31, 2014 (in thousands)
		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Money market funds (cash equivalents)	$	13,127	$	—	$	—	$	13,127
Corporate notes and bonds		—		12,974		—		12,974
Asset-backed securities		—		141		—		141
Total assets measured at fair value	$	13,127	$	13,115	$	—	$	26,242

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Commitments, Contingencies and legal matters (Tables)

6 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Operating Lease Obligations

Operating Lease Obligations (in thousands)
	Year ending December 31:
	Remaining in 2015	$	357
	2016		884
	2017		75
	2018		—
	2019		—
	Thereafter		—
	Total operating lease obligations	$	1,316

Capital Lease Obligations

Capital Lease Obligations (in thousands)
Year ending December 31:
Remaining in 2015	$	75
2016		13
2017		—
2018		—
2019		—
Total minimum lease payments	$	88
Less amount representing interest		(1	)
Present value minimum lease payments	$	87

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Commitments, Contingencies and Legal Matters - Operating and Capital Leases (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Commitments Contingencies And Legal Matters - Operating And Capital Leases Details Narrative
Rent expense for Tucson facility	$ 167	$ 64	$ 282	$ 113

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Employee and Consultant Equity-Based Compensation - Black-Scholes Assumptions for Option Granted (Details) None in scaling factor is -9223372036854775296	3 Months Ended
	Jun. 30, 2015 USD ($) yr $ / shares	Jun. 30, 2014 USD ($) yr $ / shares
Employee And Consultant Equity-based Compensation - Black-scholes Assumptions For Option Granted Details
Expected term (in years)	6.41	5.72
Volatility	92.00%	97.00%
Expected dividends | $
Risk-free interest rates	1.73%	1.93%
Weighted average fair value | $ / shares	$ 17.55	$ 15.40

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Statement of Cash Flows [Abstract]
Net loss	$ (21,149)	$ (13,354)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	729	285
Amortization of intangible assets	5	38
Amortization on investment instruments	99	124
Equity-based compensation	4,185	4,931
(Increase) decrease in assets:
Accounts receivable	(65)	(16)
Prepaid expense and other	(675)	(486)
Increase (decrease) in liabilities:
Accounts payable	(129)	496
Accrued liabilities	657	197
Deferred income	(14)	(20)
Net cash used in operating activities	(16,357)	(7,805)
Purchases of equipment	(2,160)	(729)
Purchase of available-for-sale securities	(8,017)	(4,079)
Sales of available-for-sale securities	141	121
Maturity of available-for-sale securities	7,807	2,000
Net cash used in investing activities	$ (2,229)	(2,687)
Issuance of common stock		44,980
Exercise of options	$ 327	730
Payments on capital lease obligations	(73)	(35)
Net cash provided by financing activities	254	45,675
(Decrease) increase in cash and cash equivalents	(18,332)	35,183
Cash and cash equivalents, beginning of period	53,563	30,029
Cash and cash equivalents, end of period	$ 35,231	$ 65,212

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Investments

6 Months Ended

Jun. 30, 2015

Investments, All Other Investments [Abstract]

Investments

NOTE 5. INVESTMENTS

The following tables summarize the Company’s available-for-sale investments at June 30, 2015 and December 31, 2014 (in thousands):

AVAILABLE-FOR-SALE INVESTMENTS

June 30, 2015

(in thousands)

		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Asset-backed securities	$	1,015	$	—	$	—		$	1,015
Corporate notes and bonds		12,011		8		(4	)		12,015
Total	$	13,026	$	8	$	(4	)	$	13,030

December 31, 2014 (in thousands)
		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Asset-backed securities	$	141	$	—	$	—		$	141
Corporate notes and bonds		12,967		10		(3	)		12,974
Total	$	13,108	$	10	$	(3	)	$	13,115

The following table summarizes the maturities of the Company’s available-for-sale securities at June 30, 2015 and December 31, 2014 (in thousands):

AVAILABLE-FOR-SALE INVESTMENT MATURITIES (in thousands)
	June 30, 2015				December 31, 2014
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in less than 1 year	$	12,520	$	12,525	$	10,586	$	10,585
Due in 1-3 years		506		505		2,522		2,530
Total	$	13,026	$	13,030	$	13,108	$	13,115

Proceeds from sales of marketable securities (including principal paydowns) for the six-month periods ended June 30, 2015 and 2014, were $141,000 and $121,000 respectively. The Company determines gains and losses of marketable securities based on specific identification of the securities sold. There were no material gross realized gains or losses from sales of marketable securities for the six-month periods ended June 30, 2015 and 2014.

No other-than-temporary impairments are recorded as no investments had a fair value that remained less than its cost for more than twelve months as of June 30, 2015 and there have been no other indicators of impairment. The Company does not intend to sell investments and it is more likely than not that we will not be required to sell investments before recovering the amortized cost.

Additional information regarding the fair value of our financial instruments is included in Note 3, Fair Value of Financial Statements.

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Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Total
Assets:
Money market funds (cash equivalents)	$ 4,005	$ 13,127
Corporate notes and bonds	12,015	12,974
Asset-backed securities	1,015	141
Total assets measured at fair value	$ 17,035	$ 26,242
Significant Unobservable Inputs (Level 3)
Assets:
Money market funds (cash equivalents)
Corporate notes and bonds
Asset-backed securities
Total assets measured at fair value
Significant Other Observable Inputs (Level 2)
Assets:
Money market funds (cash equivalents)
Corporate notes and bonds	$ 12,015	$ 12,974
Asset-backed securities	1,015	141
Total assets measured at fair value	13,030	13,115
Quoted Prices in Active Markets for Identical Assets (Level 1)
Assets:
Money market funds (cash equivalents)	$ 4,005	$ 13,127
Corporate notes and bonds
Asset-backed securities
Total assets measured at fair value	$ 4,005	$ 13,127

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Label	Element	Value
Options Exercisable
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	us-gaap_SharebasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeOutstandingOptionsWeightedAverageExercisePriceBeginningBalance1	$ 4.02
Options Outstanding
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	us-gaap_SharebasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeOutstandingOptionsWeightedAverageExercisePriceBeginningBalance1	6.52
Options Vested and Expected to Vest
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	us-gaap_SharebasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeOutstandingOptionsWeightedAverageExercisePriceBeginningBalance1	$ 6.49

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Deferred Income (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Deferred Income Details Narrative
Research and development offset expense	$ 14	$ 13	$ 14	$ 13

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Organization and Nature of Business; Basis of Presentation; Principles of Consolidation (Policies)

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles, (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”), regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the SEC on February 26, 2015.

The condensed consolidated balance sheet as of December 31, 2014 included herein was derived from the audited financial statements as of that date, but does not include all disclosures such as notes required by U.S. GAAP.

The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for the entire year ending December 31, 2015 or any future period.

All amounts are rounded to the nearest thousand dollars unless otherwise indicated.

Use of Estimates

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of intercompany transactions and balances. There were no intercompany transactions for the three- or six-month periods ending June 30, 2015 and June 30, 2014.