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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cancer Genetics Inc | NASDAQ:CGIX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.61 | 4.56 | 4.63 | 0 | 01:00:00 |
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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04-3462475
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(State or other jurisdiction of
incorporation or organization)
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|
(I.R.S. Employer
Identification No.)
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|
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $0.0001 par value per share
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CGIX
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NASDAQ Capital Market
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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ý
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Smaller reporting company
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ý
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Emerging growth company
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¨
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Class
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Number of Shares
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Common Stock, $.0001 par value
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2,107,598
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PART I
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1.
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1A.
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1B.
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2.
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3.
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4.
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PART II
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5.
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6.
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7.
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7A.
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8.
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9.
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9A.
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9B.
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PART III
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10.
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11.
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12.
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13.
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14.
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PART IV
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15.
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16.
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•
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the Company's ability to adapt its business for future developments in light of the global outbreak of the novel coronavirus, which continues to rapidly evolve;
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•
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the Company's ability to achieve profitability by increasing sales of the Company's preclinical CRO services focused on oncology and immuno-oncology;
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•
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the Company's ability to raise additional capital to repay its indebtedness and meet its liquidity needs;
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•
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the Company's ability to execute on its marketing and sales strategy for its preclinical research services and gain acceptance of its services in the market;
|
•
|
the Company's ability to keep pace with rapidly advancing market and scientific developments;
|
•
|
the Company's ability to satisfy U.S. (including FDA) and international regulatory requirements with respect to its services;
|
•
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the Company's ability to maintain its present customer base and obtain new customers;
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•
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competition from preclinical CRO services companies, many of which are much larger than the Company in terms of employee base, revenues and overall number of customers and related market share;
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•
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the Company's ability to maintain the Company's clinical and research collaborations and enter into new collaboration agreements with highly regarded organizations in the field of oncology so that, among other things, the Company has access to thought leaders in advanced preclinical and translational science;
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•
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potential product liability or intellectual property infringement claims;
|
•
|
the Company's dependency on third-party manufacturers to supply it with instruments and specialized supplies;
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•
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the Company's ability to attract and retain a sufficient number of scientists, clinicians, sales personnel and other key personnel with extensive experience in oncology and immuno-oncology, who are in short supply;
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•
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the Company's ability to obtain or maintain patents or other appropriate protection for the intellectual property in its proprietary tests and services;
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•
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the Company's ability to effectively manage its international businesses in Australia, Europe and China, including the expansion of its customer base and volume of new contracts in these markets;
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•
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the Company's dependency on the intellectual property licensed to the Company or possessed by third parties; and
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•
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the Company's ability to adequately support future growth.
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Item 1.
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Business.
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•
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biotechnology companies;
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•
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pharmaceutical companies;
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•
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governmental agencies; and
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•
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academic research centers
|
•
|
Leverage its specialized, disease-focused genomic and molecular knowledge, insights and service portfolio to secure additional collaborations or partnerships with leading biotech and pharmaceutical companies and clinical research organizations through its vivoPharm business. This will deepen its relationships with its existing clients and expand its unique portfolio of Discovery Service offerings in the United States, Europe, Australia and the rest of the world. Biotech and Pharmaceutical companies engaged in the identification of therapeutic targets and novel oncology and immuno-oncology treatments often require support in trial design, assay development, preclinical research and clinical research and trial management. vivoPharm’s suite of oncology-focused services, including proprietary tumor models, enables the Company to increase its market share in drug identification, drug rescue and drug repurposing studies. The Company believes vivoPharm’s capabilities provide it with opportunities to deepen its relationships with existing customers through additional discovery and downstream molecular work.
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•
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Leverage its growing preclinical business to leverage sales relationships with its former biopharma business in the U.S., Europe and Australia, to provide its integrated service offerings. The Company believes that by combining the efforts of its business development teams inside of its existing and prospective Discovery clients, which entail many biopharma companies, the Company can leverage its capabilities from preclinical development of biomarker detection methods, responses to immuno-oncology directed novel treatments and early prediction of clinical outcomes, supported by its extended portfolio of orthotopic, xenografts and syngeneic tumor test systems, to help drive its access to support other translational oncology initiatives.
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•
|
Continue its focus on translational oncology and drive innovation and cost efficiency in diagnostics by continuing to develop next generation sequencing offerings independently and through collaborations with academic and cancer research centers and other key opinion leaders and their organizations. Translational oncology refers to the focus on bringing novel research insights that characterize cancer at the genomic level directly and rapidly into the clinical setting with the overall goal of improving value to patients and providers in the treatment and management of disease. The Company believes that continuing to develop its existing platforms and tumor models will enable growth and efficiencies within its business.
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•
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Engage key strategic partners in the U.S. and abroad to leverage its remaining intellectual property portfolio and unique capabilities to grow its revenue. The Company entered into a strategic partnership in China to license its Tissue of Origin® test in that region; the Company announced a supply agreement with Agilent Technologies to expand the distribution of its proprietary FHACT probe internationally, and the Company entered into a partnership with Cellaria in the U.S. to characterize Cellaria’s pipeline of commercial and custom-developed biopharma products to create innovative models that provide detailed, and patient-specific, assessment of response to therapy.
|
•
|
Continue to aggressively manage its cost structure. The Company is focused on aggressively managing its operating costs while continuing to seek additional revenue growth opportunities. The Company is implementing measures to streamline costs across its laboratory facilities, integrating administrative functions across its global operations, implementing a cloud-based laboratory management system across all of its sites, along with key financial enterprise resource planning and human resource systems that enable greater efficiency.
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Test
|
Targeted Cancers
|
Technology & Advantages
|
FHACT®
|
• HPV-Associated Cancers
- Cervical Cancer
- Anal Cancer
- Head & Neck Cancers
|
• FHACT® is the Company's proprietary, 4-color FISH-based DNA probe designed to identify aberrations in four important chromosomal regions that have been implicated in cancers associated with infection by the human papilloma virus (HPV): cervical, anal and oropharyngeal.
• FHACT® is designed to determine copy number changes of four particular genomic regions by fluorescent in situ hybridization (FISH). These regions of DNA give specific information about the progression from HPV infection to cervical cancer, in particular the stage and subtype of disease.
• FHACT® is designed to enable earlier detection of abnormal cells and can identify the additional genomic biomarkers that allow for the prediction of cancer progression.
• FHACT® is designed to leverage the same Pap smear sample taken from the patient during routine screening, thus reducing the burden on the patient while delivering greater information to the clinician.
• The Company offers an application of FHACT® as an LDT for cervical cancer and are developing applications for additional cancer targets.
• The Company has obtained CE marking for FHACT®, which allows the Company to market the test in the European Economic Area.
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Test
|
Targeted Cancers
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Technology & Advantages
|
Tissue of Origin®
|
• Solid Tissue Cancers
- Thyroid
- Breast
- Non-Small Cell Lung Cancer (NSCLC)
- Gastric
- Pancreas
- Colorectal
- Liver
- Bladder
- Kidney
- Non-Hodgkin’s Lymphoma
- Melanoma
- Ovarian
- Sarcoma
- Testicular Germ Cell
- Prostate
|
• Tissue of Origin® (TOO®) is FDA-cleared, Medicare-reimbursed, and provides extensive analytical and clinical validation for statistically significant improvement in accuracy over other methods.
• TOO® is a gene expression test that is used to identify the origin in cancer cases that are metastatic and/or poorly differentiated and unable to be typed by traditional testing methods.
• TOO® increases diagnostic accuracy and confidence in site-specific treatment decisions, and leads to a change in patient treatment based on results 65% of the time it is used.
• TOO® assesses 2,000 genes, covering 15 of the most common tumor types and 90% of all solid tumors.
• In the fourth quarter of 2015, the Company acquired the TOO® test through its acquisition of substantially all of the assets of Response Genetics, Inc.
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•
|
Hematological cancers. The Company has two U.S. patents (U.S. Patent Nos. 8,580,713 and 8,557,747), directed to MatBA®, a microarray for detecting (and distinguishing) particular types of mature B cell neoplasms present in typical non-Hodgkin’s lymphoma, Hodgkin’s lymphoma and chronic lymphocytic leukemia. These patents cover the Company's trademarked MatBA® microarray and are directed to both the microarray itself as well as associated methodologies designed to detect the particular type of mature B cell neoplasm present in a patient. The MatBA® microarray patents issued from the first of the Company's family of applications in the microarray space. The term of these patents runs through 2030.
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•
|
The Company has four U.S. patents (U.S. Patent Nos. 8,977,506, 8,321,137, 7,747,547 and 8,473,217) covering its Tissue of Origin® Test. These patents are directed at systems and methods for detecting biological features in solid tumors. The term of these patents run through 2030.
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•
|
HPV-Associated Cancers. The Company has three U.S. patents (U.S. Patent Nos. 9,157,129, 8,865,882 and 8,883,414) that cover methods for detecting HPV-associated cancers used in its FHACT® test. The term of these patents run through 2031.
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•
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FISH Probes. The Company has two patents covering its FISH probes. These patents cover probes and methodologies designed to detect and analyze particular chromosomal translocations (genetic lesions) associated with a wide range of cancers using a technique known as FISH and serve as the backbone for several of its other pending patent applications, which are more specifically geared towards other probes (and methodologies). The term of these patents run through 2022.
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•
|
warning letters, untitled letters, fines, injunctions, consent decrees and civil penalties;
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•
|
recalls, withdrawals, or administrative detention or seizure of products;
|
•
|
operating restrictions or partial suspension or total shutdown of production;
|
•
|
refusing or delaying requests for 510(k) marketing clearance or PMA approvals of new products or modified products;
|
•
|
reconsideration of 510(k) clearances or PMA approvals that have already been granted;
|
•
|
refusal to grant export approvals for products; and/or
|
•
|
criminal prosecution.
|
Item 1A.
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Risk Factors.
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•
|
decisions to forego or terminate a particular clinical trial;
|
•
|
lack of available financing, budgetary limits or changing priorities;
|
•
|
failure of products being tested to satisfy safety requirements or efficacy criteria;
|
•
|
unexpected or undesired clinical results for products; or
|
•
|
shift of business to a competitor or internal resources.
|
•
|
the cost, performance and reliability of the Company's services, and the services offered by competitors;
|
•
|
customers' perceptions regarding the benefits of the Company's services;
|
•
|
customers' satisfaction with the Company's services; and
|
•
|
marketing efforts and publicity regarding the Company's services.
|
•
|
non-compliance generally could result in the termination of ongoing clinical trials or sales and marketing projects or the disqualification of data for submission to regulatory authorities;
|
•
|
compromise of data from a particular clinical trial, such as failure to verify that informed consent was obtained from patients, could require the Company to repeat the clinical trial under the terms of the contract at no further cost to the customer, but at a substantial cost to the Company; and
|
•
|
breach of a contractual term could result in liability for damages or termination of the contract.
|
•
|
multiple, conflicting and changing laws and regulations such as tax and transfer pricing laws, export and import restrictions, employment laws, regulatory requirements and other governmental approvals, permits and licenses;
|
•
|
being subject to additional privacy and cybersecurity laws, including the Australian Privacy Act of 1988;
|
•
|
failure by the Company or distributors to obtain regulatory approvals for the sale or use of tests in various countries, including failure to achieve “CE Marking”, a conformity mark which is required to market in vitro diagnostic medical devices in the European Economic Area and which is broadly accepted in other international markets;
|
•
|
difficulties in managing foreign operations;
|
•
|
financial risks, such as longer payment cycles, difficulty enforcing contracts and collecting accounts receivable and exposure to foreign currency exchange rate fluctuations;
|
•
|
reduced protection for intellectual property rights;
|
•
|
natural disasters, political and economic instability, including wars, terrorism and political unrest, outbreak of disease, boycotts, curtailment of trade and other business restrictions; and
|
•
|
failure to comply with the Foreign Corrupt Practices Act, including its books and records provisions and its anti-bribery provisions, by maintaining accurate information and control over sales and distributors’ activities.
|
•
|
progress, or lack of progress, in developing and commercializing the Company's proprietary tests;
|
•
|
the Company's ability to recruit and retain qualified regulatory and research and development personnel;
|
•
|
changes in the relationship with key collaborators, suppliers, customers and third parties;
|
•
|
changes in the market valuation or earnings of competitors or companies viewed as similar to the Company;
|
•
|
changes in key personnel;
|
•
|
depth of the trading market in the Company's common stock;
|
•
|
changes in the Company's capital structure, such as future issuances of securities or the incurrence of additional debt;
|
•
|
the granting or exercise of employee stock options or other equity awards;
|
•
|
realization of any of the risks described under this section titled “Risk Factors”; and
|
•
|
general market and economic conditions.
|
•
|
authorize the board of directors to issue, without stockholder approval, preferred stock, the rights of which will be determined at the discretion of the board of directors and that, if issued, could operate as a “poison pill” to dilute the stock ownership of a potential hostile acquirer to prevent an acquisition that the board of directors does not approve;
|
•
|
establish advance notice requirements for stockholder nominations to the board of directors or for stockholder proposals that can be acted on at stockholder meetings; and
|
•
|
limit who may call a stockholder meeting.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
Item 6.
|
Selected Financial Data.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
$
|
7,305
|
|
|
$
|
4,932
|
|
|
$
|
2,373
|
|
|
48
|
%
|
Cost of revenues
|
|
3,701
|
|
|
3,090
|
|
|
611
|
|
|
20
|
%
|
|||
Research and development
|
|
—
|
|
|
154
|
|
|
(154
|
)
|
|
-100
|
%
|
|||
General and administrative
|
|
5,171
|
|
|
6,716
|
|
|
(1,545
|
)
|
|
-23
|
%
|
|||
Sales and marketing
|
|
1,146
|
|
|
1,197
|
|
|
(51
|
)
|
|
-4
|
%
|
|||
Impairment of goodwill
|
|
2,873
|
|
|
—
|
|
|
2,873
|
|
|
N/A
|
|
|||
Merger costs
|
|
117
|
|
|
1,464
|
|
|
(1,347
|
)
|
|
-92
|
%
|
|||
Loss from continuing operations
|
|
(5,703
|
)
|
|
(7,689
|
)
|
|
1,986
|
|
|
-26
|
%
|
|||
Interest expense, net
|
|
(1,329
|
)
|
|
(298
|
)
|
|
(1,031
|
)
|
|
346
|
%
|
|||
Change in fair value of acquisition note payable
|
|
4
|
|
|
136
|
|
|
(132
|
)
|
|
-97
|
%
|
|||
Change in fair value of other derivatives
|
|
86
|
|
|
(86
|
)
|
|
172
|
|
|
-200
|
%
|
|||
Change in fair value of warrant liability
|
|
70
|
|
|
3,732
|
|
|
(3,662
|
)
|
|
-98
|
%
|
|||
Change in fair value of siParadigm Earn-Out
|
|
(935
|
)
|
|
—
|
|
|
(935
|
)
|
|
N/A
|
|
|||
Change in fair value of Excess Consideration Note
|
|
93
|
|
|
—
|
|
|
93
|
|
|
N/A
|
|
|||
Gain on troubled debt restructuring
|
|
258
|
|
|
—
|
|
|
258
|
|
|
N/A
|
|
|||
Other expense
|
|
59
|
|
|
—
|
|
|
59
|
|
|
N/A
|
|
|||
Loss before income taxes
|
|
(7,397
|
)
|
|
(4,205
|
)
|
|
(3,192
|
)
|
|
76
|
%
|
|||
Income tax benefit
|
|
512
|
|
|
—
|
|
|
512
|
|
|
N/A
|
|
|||
Net loss from continuing operations
|
|
$
|
(6,885
|
)
|
|
$
|
(4,205
|
)
|
|
$
|
(2,680
|
)
|
|
64
|
%
|
|
|
Year Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Reconciliation of net loss from continuing operations:
|
|
|
|
|
||||
Net loss from continuing operations
|
|
$
|
(6,885
|
)
|
|
$
|
(4,205
|
)
|
Adjustments:
|
|
|
|
|
||||
Interest expense, net
|
|
1,329
|
|
|
298
|
|
||
Depreciation
|
|
159
|
|
|
310
|
|
||
Amortization
|
|
454
|
|
|
491
|
|
||
Stock-based compensation
|
|
263
|
|
|
530
|
|
||
Impairment of goodwill
|
|
2,873
|
|
|
—
|
|
||
Merger costs
|
|
117
|
|
|
1,464
|
|
||
Change in fair value of acquisition note payable
|
|
(4
|
)
|
|
(136
|
)
|
||
Change in fair value of other derivatives
|
|
(86
|
)
|
|
86
|
|
||
Change in fair value of warrant liability
|
|
(70
|
)
|
|
(3,732
|
)
|
||
Change in fair value of siParadigm Earn-Out
|
|
935
|
|
|
—
|
|
||
Change in fair value of Excess Consideration Note
|
|
(93
|
)
|
|
—
|
|
||
Gain on troubled debt restructuring
|
|
(258
|
)
|
|
—
|
|
||
Income tax benefit
|
|
(512
|
)
|
|
—
|
|
||
Adjusted EBITDA (loss) from continuing operations
|
|
$
|
(1,778
|
)
|
|
$
|
(4,894
|
)
|
|
|
Year Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
||||
Cash provided by (used in) continuing operations:
|
|
|
|
|
||||
Operating activities
|
|
$
|
(3,239
|
)
|
|
$
|
(3,201
|
)
|
Investing activities
|
|
(28
|
)
|
|
(17
|
)
|
||
Financing activities
|
|
3,420
|
|
|
3,957
|
|
||
Effect of foreign currency exchange rates on cash and cash equivalents and restricted cash
|
|
(17
|
)
|
|
(59
|
)
|
||
Net increase in cash and cash equivalents and restricted cash from continuing operations
|
|
$
|
136
|
|
|
$
|
680
|
|
•
|
the Company's ability to adapt its business for future developments in light of the global outbreak of the novel coronavirus, which continues to rapidly evolve;
|
•
|
the Company's ability to achieve profitability by increasing sales of the Company's preclinical CRO services focused on oncology and immuno-oncology;
|
•
|
the Company's ability to raise additional capital to repay its indebtedness and meet its liquidity needs;
|
•
|
the Company's ability to execute on its marketing and sales strategy for its preclinical research services and gain acceptance of its services in the market;
|
•
|
the Company's ability to keep pace with rapidly advancing market and scientific developments;
|
•
|
the Company's ability to satisfy U.S. (including FDA) and international regulatory requirements with respect to its services;
|
•
|
the Company's ability to maintain its present customer base and obtain new customers;
|
•
|
competition from preclinical CRO services companies, many of which are much larger than the Company in terms of employee base, revenues and overall number of customers and related market share;
|
•
|
the Company's ability to maintain the Company's clinical and research collaborations and enter into new collaboration agreements with highly regarded organizations in the field of oncology so that, among other things, the Company has access to thought leaders in advanced preclinical and translational science;
|
•
|
potential product liability or intellectual property infringement claims;
|
•
|
the Company's dependency on third-party manufacturers to supply it with instruments and specialized supplies;
|
•
|
the Company's ability to attract and retain a sufficient number of scientists, clinicians, sales personnel and other key personnel with extensive experience in oncology and immuno-oncology, who are in short supply;
|
•
|
the Company's ability to obtain or maintain patents or other appropriate protection for the intellectual property in its proprietary tests and services;
|
•
|
the Company's ability to effectively manage its international businesses in Australia, Europe and China, including the expansion of its customer base and volume of new contracts in these markets;
|
•
|
the Company's dependency on the intellectual property licensed to the Company or possessed by third parties; and
|
•
|
the Company's ability to adequately support future growth; and
|
•
|
other risks discussed in the section entitled “Risk Factors.”
|
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 years
|
||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal and interest on unsecured debt
|
|
$
|
1,789
|
|
|
$
|
1,789
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Finance lease obligations, including interest, for equipment
|
|
209
|
|
|
84
|
|
|
80
|
|
|
45
|
|
|
—
|
|
|||||
Operating lease obligations relating to administrative offices and laboratories
|
|
220
|
|
|
209
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
2,218
|
|
|
$
|
2,082
|
|
|
$
|
91
|
|
|
$
|
45
|
|
|
$
|
—
|
|
•
|
Revenue recognition;
|
•
|
Accounts receivable and bad debts;
|
•
|
Warrant liabilities and other derivatives;
|
•
|
Stock-based compensation;
|
•
|
Income taxes; and
|
•
|
Impairment of intangibles and long-lived assets.
|
Item 7A.
|
Qualitative and Quantitative Disclosures about Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
|
|
|
||
|
||
Consolidated Statements of Operations and Other Comprehensive Loss
|
|
|
|
||
|
||
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
3,880
|
|
|
$
|
161
|
|
Restricted cash
|
|
350
|
|
|
—
|
|
||
Accounts receivable
|
|
696
|
|
|
777
|
|
||
Earn-Out from siParadigm, current portion
|
|
747
|
|
|
—
|
|
||
Excess Consideration Note
|
|
888
|
|
|
—
|
|
||
Other current assets
|
|
546
|
|
|
267
|
|
||
Current assets of discontinuing operations
|
|
71
|
|
|
23,250
|
|
||
Total current assets
|
|
7,178
|
|
|
24,455
|
|
||
FIXED ASSETS, net of accumulated depreciation
|
|
558
|
|
|
558
|
|
||
OTHER ASSETS
|
|
|
|
|
||||
Operating lease right-of-use assets
|
|
94
|
|
|
—
|
|
||
Restricted cash
|
|
—
|
|
|
350
|
|
||
Earn-Out from siParadigm, less current portion
|
|
356
|
|
|
—
|
|
||
Patents and other intangible assets, net of accumulated amortization
|
|
2,895
|
|
|
3,349
|
|
||
Investment in joint venture
|
|
92
|
|
|
92
|
|
||
Goodwill
|
|
3,090
|
|
|
5,963
|
|
||
Other
|
|
641
|
|
|
639
|
|
||
Total other assets
|
|
7,168
|
|
|
10,393
|
|
||
Total Assets
|
|
$
|
14,904
|
|
|
$
|
35,406
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
$
|
2,072
|
|
|
$
|
4,598
|
|
Obligations under operating leases, current portion
|
|
193
|
|
|
—
|
|
||
Obligations under finance leases, current portion
|
|
68
|
|
|
45
|
|
||
Deferred revenue
|
|
1,217
|
|
|
1,214
|
|
||
Convertible note, net
|
|
—
|
|
|
2,481
|
|
||
Note payable, net
|
|
1,277
|
|
|
—
|
|
||
Advance from NovellusDx, Ltd., net
|
|
350
|
|
|
535
|
|
||
Advance from siParadigm, current portion
|
|
566
|
|
|
—
|
|
||
Other derivatives
|
|
—
|
|
|
86
|
|
||
Current liabilities of discontinuing operations
|
|
1,229
|
|
|
19,189
|
|
||
Total current liabilities
|
|
6,972
|
|
|
28,148
|
|
||
Obligations under operating leases, less current portion
|
|
10
|
|
|
—
|
|
||
Obligations under finance leases, less current portion
|
|
107
|
|
|
54
|
|
||
Advance from siParadigm, less current portion
|
|
252
|
|
|
—
|
|
||
Deferred rent payable and other
|
|
—
|
|
|
154
|
|
||
Warrant liability
|
|
178
|
|
|
248
|
|
||
Total Liabilities
|
|
7,519
|
|
|
28,604
|
|
||
STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Preferred stock, authorized 9,764 shares $0.0001 par value, none issued
|
|
—
|
|
|
—
|
|
||
Common stock, authorized 100,000 shares, $0.0001 par value, 2,104 and 924 shares issued and outstanding as of December 31, 2019 and 2018, respectively
|
|
—
|
|
|
—
|
|
Additional paid-in capital
|
|
171,783
|
|
|
164,458
|
|
||
Accumulated other comprehensive income
|
|
26
|
|
|
60
|
|
||
Accumulated deficit
|
|
(164,424
|
)
|
|
(157,716
|
)
|
||
Total Stockholders’ Equity
|
|
7,385
|
|
|
6,802
|
|
||
Total Liabilities and Stockholders’ Equity
|
|
$
|
14,904
|
|
|
$
|
35,406
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Revenue
|
|
$
|
7,305
|
|
|
$
|
4,932
|
|
Cost of revenues
|
|
3,701
|
|
|
3,090
|
|
||
Gross profit
|
|
3,604
|
|
|
1,842
|
|
||
Operating expenses:
|
|
|
|
|
||||
Research and development
|
|
—
|
|
|
154
|
|
||
General and administrative
|
|
5,171
|
|
|
6,716
|
|
||
Sales and marketing
|
|
1,146
|
|
|
1,197
|
|
||
Impairment of goodwill
|
|
2,873
|
|
|
—
|
|
||
Merger costs
|
|
117
|
|
|
1,464
|
|
||
Total operating expenses
|
|
9,307
|
|
|
9,531
|
|
||
Loss from continuing operations
|
|
(5,703
|
)
|
|
(7,689
|
)
|
||
Other income (expense):
|
|
|
|
|
||||
Interest expense
|
|
(1,437
|
)
|
|
(319
|
)
|
||
Interest income
|
|
108
|
|
|
21
|
|
||
Change in fair value of acquisition note payable
|
|
4
|
|
|
136
|
|
||
Change in fair value of other derivatives
|
|
86
|
|
|
(86
|
)
|
||
Change in fair value of warrant liability
|
|
70
|
|
|
3,732
|
|
||
Change in fair value of siParadigm Earn-Out
|
|
(935
|
)
|
|
—
|
|
||
Change in fair value of Excess Consideration Note
|
|
93
|
|
|
—
|
|
||
Gain on troubled debt restructuring
|
|
258
|
|
|
—
|
|
||
Other income
|
|
59
|
|
|
—
|
|
||
Total other income (expense)
|
|
(1,694
|
)
|
|
3,484
|
|
||
Loss before income taxes
|
|
(7,397
|
)
|
|
(4,205
|
)
|
||
Income tax benefit
|
|
512
|
|
|
—
|
|
||
Loss from continuing operations
|
|
(6,885
|
)
|
|
(4,205
|
)
|
||
Income (loss) from discontinuing operations (including gain on disposal of businesses of $8,370 during the year ended December 31, 2019 and loss on disposal of business of $78 during the year ended December 31, 2018)
|
|
177
|
|
|
(16,168
|
)
|
||
Net loss
|
|
(6,708
|
)
|
|
(20,373
|
)
|
||
Foreign currency translation loss
|
|
(34
|
)
|
|
(9
|
)
|
||
Comprehensive loss
|
|
$
|
(6,742
|
)
|
|
$
|
(20,382
|
)
|
|
|
|
|
|
||||
Basic and diluted net loss per share from continuing operations
|
|
$
|
(3.57
|
)
|
|
$
|
(4.62
|
)
|
Basic and diluted net income (loss) per share from discontinuing operations
|
|
0.09
|
|
|
(17.77
|
)
|
||
Basic and diluted net loss per share
|
|
$
|
(3.48
|
)
|
|
$
|
(22.39
|
)
|
|
|
|
|
|
||||
Basic and diluted weighted-average shares outstanding
|
|
1,928
|
|
|
910
|
|
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated
Deficit |
|
Total
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance, December 31, 2017
|
|
925
|
|
|
$
|
—
|
|
|
$
|
161,530
|
|
|
$
|
69
|
|
|
$
|
(134,834
|
)
|
|
$
|
26,765
|
|
Stock based compensation - employees
|
|
(1
|
)
|
|
—
|
|
|
921
|
|
|
—
|
|
|
—
|
|
|
921
|
|
|||||
Fair value of warrants reclassified from liabilities to equity
|
|
—
|
|
|
—
|
|
|
423
|
|
|
—
|
|
|
—
|
|
|
423
|
|
|||||
Modification of 2017 Debt warrants
|
|
—
|
|
|
—
|
|
|
83
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|||||
Beneficial conversion feature on Convertible Note
|
|
—
|
|
|
—
|
|
|
328
|
|
|
—
|
|
|
—
|
|
|
328
|
|
|||||
Beneficial conversion feature on Advance from NovellusDx, Ltd.
|
|
—
|
|
|
—
|
|
|
1,173
|
|
|
—
|
|
|
—
|
|
|
1,173
|
|
|||||
Transition adjustment for adoption of Accounting Standards Codification Topic 606
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,509
|
)
|
|
(2,509
|
)
|
|||||
Unrealized loss on foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,373
|
)
|
|
(20,373
|
)
|
|||||
Balance, December 31, 2018
|
|
924
|
|
|
—
|
|
|
164,458
|
|
|
60
|
|
|
(157,716
|
)
|
|
6,802
|
|
|||||
Stock based compensation—employees
|
|
—
|
|
|
—
|
|
|
370
|
|
|
—
|
|
|
—
|
|
|
370
|
|
|||||
Issuance of common stock with warrants for cash - 2019 Offerings, net of expenses and discounts
|
|
952
|
|
|
—
|
|
|
5,412
|
|
|
—
|
|
|
—
|
|
|
5,412
|
|
|||||
Issuance of common stock - Iliad Research and Trading, L.P. conversions and exchanges
|
|
225
|
|
|
—
|
|
|
962
|
|
|
—
|
|
|
—
|
|
|
962
|
|
|||||
Increase in fair value of embedded conversion option
|
|
—
|
|
|
—
|
|
|
547
|
|
|
—
|
|
|
—
|
|
|
547
|
|
|||||
Fractional shares settlement
|
|
(2
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Issuance of common stock to vendor
|
|
5
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|||||
Unrealized loss on foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
(34
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,708
|
)
|
|
(6,708
|
)
|
|||||
Balance, December 31, 2019
|
|
2,104
|
|
|
$
|
—
|
|
|
$
|
171,783
|
|
|
$
|
26
|
|
|
$
|
(164,424
|
)
|
|
$
|
7,385
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
||||
Net loss
|
|
$
|
(6,708
|
)
|
|
$
|
(20,373
|
)
|
Loss (income) from discontinuing operations
|
|
(177
|
)
|
|
16,168
|
|
||
Net loss from continuing operations
|
|
(6,885
|
)
|
|
(4,205
|
)
|
||
|
|
|
|
|
||||
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
||||
Depreciation
|
|
159
|
|
|
310
|
|
||
Amortization
|
|
454
|
|
|
491
|
|
||
Stock-based compensation
|
|
263
|
|
|
530
|
|
||
Amortization of operating lease right-of-use assets
|
|
144
|
|
|
—
|
|
||
Change in fair value of warrant liability, acquisition note payable and other derivatives
|
|
(160
|
)
|
|
(3,782
|
)
|
||
Amortization of discount of debt and debt issuance costs
|
|
497
|
|
|
226
|
|
||
Issuance of common stock to vendor
|
|
39
|
|
|
—
|
|
||
Interest added to Convertible Note
|
|
268
|
|
|
—
|
|
||
Modification of 2017 Debt warrants
|
|
—
|
|
|
83
|
|
||
Loss in equity-method investment
|
|
—
|
|
|
154
|
|
||
Change in fair value of siParadigm Earn-Out
|
|
935
|
|
|
—
|
|
||
Change in fair value of Excess Consideration note
|
|
(93
|
)
|
|
—
|
|
||
Gain on troubled debt restructuring
|
|
(258
|
)
|
|
—
|
|
||
Loss on extinguishment of debt
|
|
256
|
|
|
—
|
|
||
Goodwill impairment
|
|
2,873
|
|
|
—
|
|
||
Change in working capital components:
|
|
|
|
|
||||
Accounts receivable
|
|
81
|
|
|
296
|
|
||
Other current assets
|
|
(279
|
)
|
|
(87
|
)
|
||
Other non-current assets
|
|
(2
|
)
|
|
(49
|
)
|
||
Accounts payable, accrued expenses and deferred revenue
|
|
(1,342
|
)
|
|
2,880
|
|
||
Obligations under operating leases
|
|
(189
|
)
|
|
—
|
|
||
Deferred rent payable and other
|
|
—
|
|
|
(48
|
)
|
||
Net cash used in operating activities, continuing operations
|
|
(3,239
|
)
|
|
(3,201
|
)
|
||
Net cash used in operating activities, discontinuing operations
|
|
(5,421
|
)
|
|
(9,351
|
)
|
||
Net cash used in operating activities
|
|
(8,660
|
)
|
|
(12,552
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
||||
Purchase of fixed assets
|
|
(28
|
)
|
|
(17
|
)
|
||
Net cash used in investing activities, continuing operations
|
|
(28
|
)
|
|
(17
|
)
|
||
Net cash provided by investing activities, discontinuing operations
|
|
9,119
|
|
|
1,101
|
|
||
Net cash provided by investing activities
|
|
9,091
|
|
|
1,084
|
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
||||
Principal payments on obligations under finance leases
|
|
(72
|
)
|
|
(43
|
)
|
||
Proceeds from offerings of common stock, net of certain offering costs
|
|
5,412
|
|
|
—
|
|
||
Proceeds from Convertible Note
|
|
—
|
|
|
2,500
|
|
||
Principal payments on Convertible Note
|
|
(1,023
|
)
|
|
—
|
|
||
Advance from NovellusDx, Ltd.
|
|
—
|
|
|
1,500
|
|
||
Principal payments on Advance from NovellusDx, Ltd.
|
|
(892
|
)
|
|
—
|
|
||
Fractional shares settlement paid in cash
|
|
(5
|
)
|
|
—
|
|
||
Net cash provided by financing activities, continuing operations
|
|
3,420
|
|
|
3,957
|
|
||
Net cash used in financing activities, discontinuing operations
|
|
(115
|
)
|
|
(1,810
|
)
|
||
Net cash provided by financing activities
|
|
3,305
|
|
|
2,147
|
|
||
Effect of foreign currency exchange rates on cash and cash equivalents and restricted cash
|
|
(17
|
)
|
|
(59
|
)
|
||
Net increase (decrease) in cash and cash equivalents and restricted cash
|
|
3,719
|
|
|
(9,380
|
)
|
||
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
|
|
|
|
|
||||
Beginning
|
|
511
|
|
|
9,891
|
|
||
Ending
|
|
$
|
4,230
|
|
|
$
|
511
|
|
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED
|
|
|
|
|
||||
CASH TO THE CONSOLIDATED BALANCE SHEETS:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
3,880
|
|
|
$
|
161
|
|
Restricted cash
|
|
350
|
|
|
350
|
|
||
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
|
|
$
|
4,230
|
|
|
$
|
511
|
|
|
|
|
|
|
||||
SUPPLEMENTAL CASH FLOW DISCLOSURE
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
1,501
|
|
|
$
|
1,271
|
|
SUPPLEMENTAL DISCLOSURE OF NONCASH
|
|
|
|
|
||||
INVESTING AND FINANCING ACTIVITIES
|
|
|
|
|
||||
Fixed assets acquired through finance lease arrangements
|
|
$
|
145
|
|
|
$
|
75
|
|
Conversion of debt and accrued interest into common stock
|
|
350
|
|
|
—
|
|
||
Increase in fair value of conversion option
|
|
547
|
|
|
—
|
|
||
Exchanges of principal on Convertible Note for common stock
|
|
612
|
|
|
—
|
|
||
Partial pay-off of Convertible Note through note payable to Atlas Sciences, LLC
|
|
1,250
|
|
|
—
|
|
||
Fair value of warrants reclassified from liabilities to equity
|
|
—
|
|
|
423
|
|
||
Beneficial conversion feature on Convertible Note
|
|
—
|
|
|
328
|
|
||
Beneficial conversion feature on Advance from NovellusDx, Ltd.
|
|
—
|
|
|
1,173
|
|
Consideration received:
|
|
||
Cash received at closing
|
$
|
1,600
|
|
Contingent consideration received
|
213
|
|
|
|
$
|
1,813
|
|
|
|
||
Net assets sold:
|
|
||
Accounts receivable, net
|
$
|
365
|
|
Other current assets
|
229
|
|
|
Fixed assets, net
|
608
|
|
|
Goodwill
|
735
|
|
|
Other noncurrent assets
|
98
|
|
|
Cash transferred at closing
|
49
|
|
|
Accounts payable, accrued expenses and deferred revenue
|
(180
|
)
|
|
Deferred rent and other
|
(13
|
)
|
|
|
$
|
1,891
|
|
|
|
||
Loss on disposal of BioServe
|
$
|
(78
|
)
|
Original sales price:
|
|
||
Gross sales price
|
$
|
23,500
|
|
Adjustments to sales price:
|
|
||
Transaction costs
|
(1,525
|
)
|
|
Working capital adjustments
|
(2,705
|
)
|
|
Payment of other expenses
|
(171
|
)
|
|
Total adjustments to sales price
|
(4,401
|
)
|
|
Consideration received
|
$
|
19,099
|
|
Consideration received:
|
|
||
Cash received at closing
|
$
|
2,258
|
|
Fair value of Excess Consideration Note
|
6,795
|
|
|
Repayment of ABL and accrued interest
|
2,906
|
|
|
Repayment of Term Note and accrued interest
|
6,250
|
|
|
Repayment of certain accounts payable and accrued expenses
|
890
|
|
|
Net sales price
|
$
|
19,099
|
|
|
|
||
Net assets sold:
|
|
||
Accounts receivable
|
$
|
4,271
|
|
Other current assets
|
1,142
|
|
|
Fixed assets
|
2,998
|
|
|
Operating lease right-of-use assets
|
1,969
|
|
|
Patents and other intangible assets
|
42
|
|
|
Goodwill
|
10,106
|
|
|
Accounts payable and accrued expenses
|
(4,970
|
)
|
|
Obligations under operating leases
|
(2,110
|
)
|
|
Obligations under finance leases
|
(451
|
)
|
|
Deferred revenue
|
(1,046
|
)
|
|
|
$
|
11,951
|
|
|
|
||
Gain on disposal of BioPharma Business
|
$
|
7,148
|
|
Consideration received:
|
|
||
Cash received at closing
|
$
|
747
|
|
Fair value of Earn-Out from siParadigm
|
2,376
|
|
|
Advance from siParadigm received in cash
|
(1,000
|
)
|
|
|
$
|
2,123
|
|
|
|
||
Net assets sold:
|
|
||
Goodwill
|
$
|
1,188
|
|
Accounts payable and accrued expenses
|
(287
|
)
|
|
|
$
|
901
|
|
|
|
||
Gain on disposal of Clinical Business
|
$
|
1,222
|
|
Goodwill (in thousands)
|
||||
Balance, December 31, 2018 and 2017
|
|
$
|
5,963
|
|
Impairment of goodwill
|
|
(2,873
|
)
|
|
Balance, December 31, 2019
|
|
$
|
3,090
|
|
|
|
As of December 31, 2018
|
|
Adjustment for Adoption of ASC 842
|
|
As of January 1, 2019
|
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Current assets of discontinuing operations
|
|
$
|
23,250
|
|
|
$
|
2,327
|
|
|
$
|
25,577
|
|
Operating lease right-of-use assets
|
|
—
|
|
|
238
|
|
|
238
|
|
|||
|
|
$
|
23,250
|
|
|
$
|
2,565
|
|
|
$
|
25,815
|
|
LIABILITIES
|
|
|
|
|
|
|
||||||
Current liabilities of discontinuing operations
|
|
$
|
19,189
|
|
|
$
|
2,327
|
|
|
$
|
21,516
|
|
Deferred rent payable and other
|
|
154
|
|
|
(154
|
)
|
|
—
|
|
|||
Obligations under operating leases, current portion
|
|
—
|
|
|
204
|
|
|
204
|
|
|||
Obligations under operating leases, less current portion
|
|
—
|
|
|
188
|
|
|
188
|
|
|||
|
|
$
|
19,343
|
|
|
$
|
2,565
|
|
|
$
|
21,908
|
|
|
|
2019
|
|
2018
|
||
Common stock purchase warrants
|
|
279
|
|
|
336
|
|
Stock options
|
|
64
|
|
|
100
|
|
Restricted shares of common stock
|
|
—
|
|
|
1
|
|
Convertible note
|
|
—
|
|
|
103
|
|
Advance from NovellusDx, Ltd.
|
|
—
|
|
|
85
|
|
|
|
343
|
|
|
625
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenue
|
$
|
10,066
|
|
|
$
|
22,538
|
|
Cost of revenues
|
7,554
|
|
|
15,634
|
|
||
Gross profit
|
2,512
|
|
|
6,904
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
|
937
|
|
|
2,334
|
|
||
General and administrative
|
4,675
|
|
|
12,468
|
|
||
Sales and marketing
|
1,527
|
|
|
4,071
|
|
||
Restructuring costs
|
194
|
|
|
2,320
|
|
||
Transaction costs
|
560
|
|
|
—
|
|
||
Impairment of patents and other intangible assets
|
601
|
|
|
—
|
|
||
Total operating expenses
|
8,494
|
|
|
21,193
|
|
||
Loss from discontinuing operations
|
(5,982
|
)
|
|
(14,289
|
)
|
||
Other income (expense):
|
|
|
|
||||
Interest expense
|
(2,211
|
)
|
|
(1,801
|
)
|
||
Gain on disposal of Clinical Business
|
1,222
|
|
|
—
|
|
||
Gain on disposal of BioPharma Business
|
7,148
|
|
|
—
|
|
||
Loss on disposal of BioServe
|
—
|
|
|
(78
|
)
|
||
Total other income (expense)
|
6,159
|
|
|
(1,879
|
)
|
||
Net income (loss) from discontinuing operations
|
$
|
177
|
|
|
$
|
(16,168
|
)
|
|
2019
|
|
2018
|
||||
Current assets of discontinuing operations:
|
|
|
|
||||
Accounts receivable, net of allowance for doubtful accounts of $4,536 in 2019; $3,462 in 2018
|
$
|
71
|
|
|
$
|
6,261
|
|
Other current assets
|
—
|
|
|
1,542
|
|
||
Fixed assets, net of accumulated depreciation
|
—
|
|
|
3,498
|
|
||
Patents and other intangible assets, net of accumulated amortization
|
—
|
|
|
655
|
|
||
Goodwill
|
—
|
|
|
11,294
|
|
||
Current assets of discontinuing operations
|
$
|
71
|
|
|
$
|
23,250
|
|
|
|
|
|
||||
Current liabilities of discontinuing operations
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
1,137
|
|
|
$
|
8,470
|
|
Due to Interpace Biosciences, Inc.
|
92
|
|
|
—
|
|
||
Obligations under finance leases
|
—
|
|
|
610
|
|
||
Deferred revenue
|
—
|
|
|
1,337
|
|
||
Line of credit
|
—
|
|
|
2,621
|
|
||
Term note
|
—
|
|
|
6,000
|
|
||
Deferred rent payable and other
|
—
|
|
|
151
|
|
||
Current liabilities of discontinuing operations
|
$
|
1,229
|
|
|
$
|
19,189
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Income (loss) from discontinuing operations
|
|
$
|
177
|
|
|
$
|
(16,168
|
)
|
|
|
|
|
|
||||
Adjustments to reconcile income (loss) from discontinuing operations to net cash used in operating activities, discontinuing operations
|
|
|
|
|
||||
Depreciation
|
|
542
|
|
|
1,292
|
|
||
Amortization
|
|
613
|
|
|
21
|
|
||
Provision for bad debts
|
|
1,074
|
|
|
2,514
|
|
||
Stock-based compensation
|
|
107
|
|
|
391
|
|
||
Amortization of operating lease right-of-use assets
|
|
358
|
|
|
—
|
|
||
Amortization of discount of debt and debt issuance costs
|
|
601
|
|
|
291
|
|
||
Interest added to Convertible Note
|
|
343
|
|
|
—
|
|
||
Loss on disposal of fixed assets and sale of India subsidiary
|
|
—
|
|
|
204
|
|
||
Loss on extinguishment of debt
|
|
328
|
|
|
—
|
|
||
Gain on disposal of Clinical business
|
|
(1,222
|
)
|
|
—
|
|
||
Gain on disposal of BioPharma business
|
|
(7,148
|
)
|
|
—
|
|
||
Change in working capital components:
|
|
|
|
|
||||
Accounts receivable
|
|
845
|
|
|
745
|
|
||
Other current assets
|
|
398
|
|
|
417
|
|
||
Other non-current assets
|
|
2
|
|
|
50
|
|
||
Accounts payable, accrued expenses and deferred revenue
|
|
(2,163
|
)
|
|
886
|
|
||
Obligations under operating leases
|
|
(217
|
)
|
|
—
|
|
||
Deferred rent payable and other
|
|
(151
|
)
|
|
6
|
|
||
Due to IDXG
|
|
92
|
|
|
—
|
|
||
Net cash used in operating activities, discontinuing operations
|
|
$
|
(5,421
|
)
|
|
$
|
(9,351
|
)
|
|
|
2019
|
|
2018
|
||||
Lab supplies
|
|
$
|
77
|
|
|
$
|
—
|
|
Prepaid expenses
|
|
469
|
|
|
267
|
|
||
|
|
$
|
546
|
|
|
$
|
267
|
|
Finance lease cost:
|
|
|
||
Amortization of right-of use assets
|
|
$
|
35
|
|
Interest on lease liabilities
|
|
13
|
|
|
Operating lease cost
|
|
220
|
|
|
Short-term lease cost
|
|
109
|
|
|
Variable lease cost
|
|
55
|
|
|
|
|
$
|
432
|
|
Cash paid amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows used for operating leases
|
|
$
|
220
|
|
|
|
Finance
Leases
|
|
Operating
Leases
|
|
Total
|
||||||
December 31,
|
|
|
|
|
|
|
||||||
2020
|
|
$
|
84
|
|
|
$
|
209
|
|
|
$
|
293
|
|
2021
|
|
44
|
|
|
11
|
|
|
55
|
|
|||
2022
|
|
36
|
|
|
—
|
|
|
36
|
|
|||
2023
|
|
36
|
|
|
—
|
|
|
36
|
|
|||
2024
|
|
9
|
|
|
—
|
|
|
9
|
|
|||
Total minimum lease payments
|
|
209
|
|
|
220
|
|
|
429
|
|
|||
Less amount representing interest
|
|
34
|
|
|
17
|
|
|
51
|
|
|||
Present value of net minimum obligations
|
|
175
|
|
|
203
|
|
|
378
|
|
|||
Less current obligation under finance and operating leases
|
|
68
|
|
|
193
|
|
|
261
|
|
|||
Long-term obligation under finance and operating leases
|
|
$
|
107
|
|
|
$
|
10
|
|
|
$
|
117
|
|
|
|
2019
|
|
2018
|
||||
Equipment
|
|
$
|
1,000
|
|
|
$
|
842
|
|
Furniture and fixtures
|
|
53
|
|
|
52
|
|
||
|
|
1,053
|
|
|
894
|
|
||
Less accumulated depreciation
|
|
(495
|
)
|
|
(336
|
)
|
||
Net fixed assets
|
|
$
|
558
|
|
|
$
|
558
|
|
|
|
|
|
|
|
Weighted-Average
|
||||
|
|
|
|
|
|
Remaining
|
||||
|
|
(in thousands)
|
|
(in thousands)
|
|
Amortization
|
||||
|
|
2019
|
|
2018
|
|
Period
|
||||
Patents
|
|
$
|
981
|
|
|
$
|
981
|
|
|
3 years
|
Customer list
|
|
2,738
|
|
|
2,738
|
|
|
8 years
|
||
Trade name
|
|
477
|
|
|
477
|
|
|
8 years
|
||
|
|
4,196
|
|
|
4,196
|
|
|
|
||
Less accumulated amortization
|
|
(1,301
|
)
|
|
(847
|
)
|
|
|
||
Net patent and other intangible assets
|
|
$
|
2,895
|
|
|
$
|
3,349
|
|
|
|
2020
|
$
|
465
|
|
2021
|
465
|
|
|
2022
|
424
|
|
|
2023
|
344
|
|
|
2024
|
337
|
|
|
Thereafter
|
860
|
|
|
Total
|
$
|
2,895
|
|
|
|
For the Year Ended December 31
|
||||||
|
|
2019
|
|
2018
|
||||
United States
|
|
$
|
(5,619
|
)
|
|
$
|
(19,793
|
)
|
Foreign
|
|
(1,601
|
)
|
|
(580
|
)
|
||
Total
|
|
$
|
(7,220
|
)
|
|
$
|
(20,373
|
)
|
|
|
For the Year Ended December 31
|
||||||
|
|
2019
|
|
2018
|
||||
Current:
|
|
|
|
|
||||
State
|
|
$
|
(512
|
)
|
|
$
|
—
|
|
|
|
|
|
|
||||
Deferred:
|
|
|
|
|
||||
Federal
|
|
$
|
687
|
|
|
$
|
(4,112
|
)
|
State
|
|
766
|
|
|
12
|
|
||
Foreign
|
|
(167
|
)
|
|
52
|
|
||
|
|
1,286
|
|
|
(4,048
|
)
|
||
Change in valuation allowance
|
|
(1,286
|
)
|
|
4,048
|
|
||
Total deferred
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Total
|
|
$
|
(512
|
)
|
|
$
|
—
|
|
|
|
Year Ended December 31, 2019
|
|
Year Ended December 31, 2018
|
||||||||||
|
|
Amount
(in thousands) |
|
% of
Pretax Loss |
|
Amount
(in thousands) |
|
% of
Pretax Loss |
||||||
Income tax benefit at federal statutory rate
|
|
$
|
(1,516
|
)
|
|
21.0
|
%
|
|
$
|
(4,278
|
)
|
|
21.0
|
%
|
State tax provision, net of federal tax benefit
|
|
223
|
|
|
(3.1
|
)%
|
|
226
|
|
|
(1.1
|
)%
|
||
Tax credits
|
|
136
|
|
|
(1.9
|
)%
|
|
(60
|
)
|
|
0.3
|
%
|
||
Stock based compensation
|
|
997
|
|
|
(13.8
|
)%
|
|
211
|
|
|
(1.0
|
)%
|
||
Derivative warrants
|
|
(30
|
)
|
|
0.4
|
%
|
|
(766
|
)
|
|
3.7
|
%
|
||
Change in valuation allowance
|
|
(1,286
|
)
|
|
17.8
|
%
|
|
4,048
|
|
|
(19.9
|
)%
|
||
Goodwill impairment
|
|
604
|
|
|
(8.4
|
)%
|
|
—
|
|
|
—
|
%
|
||
Foreign operations
|
|
109
|
|
|
(1.5
|
)%
|
|
508
|
|
|
(2.5
|
)%
|
||
Gain on sale of businesses
|
|
246
|
|
|
(3.4
|
)%
|
|
—
|
|
|
—
|
%
|
||
Other
|
|
5
|
|
|
—
|
%
|
|
111
|
|
|
(0.5
|
)%
|
||
Income tax (benefit) provision
|
|
$
|
(512
|
)
|
|
7.1
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating loss carryforwards
|
|
$
|
26,317
|
|
|
$
|
25,999
|
|
Accruals and reserves
|
|
3,014
|
|
|
4,328
|
|
||
Stock based compensation
|
|
75
|
|
|
1,020
|
|
||
Research and development tax credits
|
|
1,800
|
|
|
1,936
|
|
||
Derivative warrant liability
|
|
17
|
|
|
17
|
|
||
Investment in joint venture
|
|
161
|
|
|
162
|
|
||
Other
|
|
6
|
|
|
6
|
|
||
Total deferred tax assets
|
|
31,390
|
|
|
33,468
|
|
||
Less valuation allowance
|
|
(30,497
|
)
|
|
(31,783
|
)
|
||
Net deferred tax assets
|
|
893
|
|
|
1,685
|
|
||
Deferred tax liabilities
|
|
|
|
|
||||
Fixed assets
|
|
(132
|
)
|
|
(352
|
)
|
||
Goodwill and intangible assets
|
|
(761
|
)
|
|
(1,333
|
)
|
||
Net deferred taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Options Outstanding
|
|
Weighted-
Average
Remaining
Contractual
Term (in years)
|
|
Aggregate
Intrinsic
Value
|
|||||||
|
|
Number of
Shares
(in thousands)
|
|
Weighted-
Average
Exercise
Price
|
|
||||||||
Outstanding January 1, 2018
|
|
95
|
|
|
$
|
210.00
|
|
|
6.96
|
|
$
|
4
|
|
Granted
|
|
29
|
|
|
25.20
|
|
|
|
|
|
|||
Cancelled or expired
|
|
(24
|
)
|
|
142.20
|
|
|
|
|
|
|||
Outstanding December 31, 2018
|
|
100
|
|
|
173.10
|
|
|
5.70
|
|
$
|
—
|
|
|
Granted
|
|
20
|
|
|
5.89
|
|
|
|
|
|
|||
Cancelled or expired
|
|
(56
|
)
|
|
182.37
|
|
|
|
|
|
|||
Outstanding December 31, 2019
|
|
64
|
|
|
$
|
113.63
|
|
|
7.48
|
|
$
|
24
|
|
Exercisable, December 31, 2019
|
|
40
|
|
|
$
|
170.52
|
|
|
6.63
|
|
$
|
10
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Volatility
|
|
93.86
|
%
|
|
77.79
|
%
|
||
Risk free interest rate
|
|
1.95
|
%
|
|
2.88
|
%
|
||
Dividend yield
|
|
—
|
|
|
—
|
|
||
Term (years)
|
|
5.44
|
|
|
6.45
|
|
||
Weighted-average fair value of options granted during the period
|
|
$
|
4.32
|
|
|
$
|
17.70
|
|
|
|
|
|
Non-vested Restricted Stock Awards
|
|||||
|
|
|
|
Number of Shares (in thousands)
|
|
Weighted-Average Grant Date Fair Value
|
|||
Non-vested at January 1, 2018
|
|
|
|
3
|
|
|
$
|
126.30
|
|
Vested
|
|
|
|
(1
|
)
|
|
100.80
|
|
|
Forfeited/cancelled
|
|
|
|
(1
|
)
|
|
203.10
|
|
|
Non-vested at December 31, 2018
|
|
|
|
1
|
|
|
102.82
|
|
|
Vested
|
|
|
|
(1
|
)
|
|
102.82
|
|
|
Non-vested at December 31, 2019
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Cost of revenues
|
|
$
|
16
|
|
|
$
|
16
|
|
General and administrative
|
|
247
|
|
|
514
|
|
||
Total stock-based compensation related to continuing operations
|
|
$
|
263
|
|
|
$
|
530
|
|
Issued With / For
|
|
Exercise
Price |
|
|
Warrants
Outstanding January 1, 2018 |
|
Transfer Between Derivative Warrants and Non-Derivative Warrants
|
|
Warrants
Outstanding December 31, 2018 |
|
2019
Warrants Issued |
|
2019
Warrants Expired |
|
Warrants
Outstanding December 31, 2019 |
||||||||
Non-Derivative Warrants:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Financing
|
|
$
|
300.00
|
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
Financing
|
|
450.00
|
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
2015 Offering
|
|
150.00
|
|
|
|
115
|
|
|
—
|
|
|
115
|
|
|
—
|
|
|
—
|
|
|
115
|
|
|
2017 Debt
|
|
27.60
|
|
A
|
|
—
|
|
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
2019 Offering
|
|
7.43
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
31
|
|
|
2019 Offering
|
|
7.59
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|
|
|
115.54
|
|
C
|
|
132
|
|
|
15
|
|
|
147
|
|
|
66
|
|
|
—
|
|
|
213
|
|
|
Derivative Warrants:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2016 Offerings
|
|
67.50
|
|
B
|
|
66
|
|
|
—
|
|
|
66
|
|
|
—
|
|
|
|
|
|
66
|
|
|
2017 Debt
|
|
27.60
|
|
A
|
|
15
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2017 Offering
|
|
70.50
|
|
B
|
|
117
|
|
|
—
|
|
|
117
|
|
|
—
|
|
|
(117
|
)
|
|
—
|
|
|
2017 Offering
|
|
75.00
|
|
B
|
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
|
|
67.50
|
|
C
|
|
204
|
|
|
(15
|
)
|
|
189
|
|
|
—
|
|
|
(123
|
)
|
|
66
|
|
|
|
|
$
|
104.18
|
|
C
|
|
336
|
|
|
—
|
|
|
336
|
|
|
66
|
|
|
(123
|
)
|
|
279
|
|
A
|
These warrants were subject to fair value accounting until the number of shares issuable upon the exercise of the warrants became fixed on April 2, 2018. Effective June 30, 2018, the exercise price was reduced from $84.60 per share to $27.60 per share. See Note 16.
|
B
|
These warrants are subject to fair value accounting and contain a contingent net cash settlement feature. See Note 16.
|
C
|
Weighted average exercise prices are as of December 31, 2019.
|
|
|
Reclassified to Equity During the Year Ended December 31, 2018
|
||
2017 Debt
|
|
|||
Exercise price
|
|
$
|
84.60
|
|
Expected life (years)
|
|
5.97
|
|
|
Expected volatility
|
|
73.40
|
%
|
|
Risk-free interest rate
|
|
2.55
|
%
|
|
Expected dividend yield
|
|
0.00
|
%
|
|
|
As of December 31, 2018
|
||
2017 Offering
|
|
|||
Exercise price
|
|
$
|
70.80
|
|
Expected life (years)
|
|
0.44
|
|
|
Expected volatility
|
|
172.5
|
%
|
|
Risk-free interest rate
|
|
2.56
|
%
|
|
Expected dividend yield
|
|
0.00
|
%
|
|
|
Issued with 2016 Offerings
|
|
Issued with 2017 Debt
|
|
Issued with 2017 Offering
|
|
Total
|
||||||||
Fair value of warrants outstanding as of January 1, 2018
|
|
$
|
1,929
|
|
|
$
|
501
|
|
|
$
|
1,973
|
|
|
$
|
4,403
|
|
Fair value of warrants reclassified to equity
|
|
—
|
|
|
(423
|
)
|
|
—
|
|
|
(423
|
)
|
||||
Change in fair value of warrants
|
|
(1,704
|
)
|
|
(78
|
)
|
|
(1,950
|
)
|
|
(3,732
|
)
|
||||
Fair value of warrants outstanding as of December 31, 2018
|
|
225
|
|
|
—
|
|
|
23
|
|
|
248
|
|
||||
Change in fair value of warrants
|
|
(47
|
)
|
|
—
|
|
|
(23
|
)
|
|
(70
|
)
|
||||
Fair value of warrants outstanding as of December 31, 2019
|
|
$
|
178
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
178
|
|
|
|
2019
|
||||||||||||||
|
|
Total
|
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Earn-Out from siParadigm
|
|
$
|
1,103
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,103
|
|
|
|
$
|
1,103
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,103
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Warrant liability
|
|
$
|
178
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
178
|
|
Notes payable
|
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
||||
|
|
$
|
194
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
194
|
|
|
|
2018
|
||||||||||||||
|
|
Total
|
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Warrant liability
|
|
$
|
248
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
248
|
|
Notes payable
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||
Other derivatives
|
|
86
|
|
|
—
|
|
|
—
|
|
|
86
|
|
||||
|
|
$
|
354
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
354
|
|
|
|
Assets
|
|
Liabilities
|
||||||||||||
|
|
Earn-Out
|
|
|
|
|
|
|
||||||||
|
|
from
|
|
Note Payable
|
|
Warrant
|
|
Other
|
||||||||
|
|
siParadigm
|
|
to VenturEast
|
|
Liability
|
|
Derivatives
|
||||||||
Fair value at January 1, 2018
|
|
$
|
—
|
|
|
$
|
156
|
|
|
$
|
4,403
|
|
|
$
|
—
|
|
Change in fair value
|
|
—
|
|
|
(136
|
)
|
|
(3,732
|
)
|
|
—
|
|
||||
Fair value of warrants reclassified to equity
|
|
—
|
|
|
—
|
|
|
(423
|
)
|
|
—
|
|
||||
Fair value of certain default provisions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86
|
|
||||
Fair value at December 31, 2018
|
|
—
|
|
|
20
|
|
|
248
|
|
|
86
|
|
||||
Fair value at issuance
|
|
2,376
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Receipts received during the period
|
|
(338
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair value of certain default provisions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Change in fair value
|
|
(935
|
)
|
|
(4
|
)
|
|
(70
|
)
|
|
(86
|
)
|
||||
Fair value at December 31, 2019
|
|
$
|
1,103
|
|
|
$
|
16
|
|
|
$
|
178
|
|
|
$
|
—
|
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures.
|
•
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company's management and directors; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
Item 9B.
|
Other Information.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Directors
|
|
Age
|
|
Year First
Became Director |
Geoffrey Harris (Chairman of the Board)
|
|
58
|
|
2014
|
Edmund Cannon
|
|
75
|
|
2005
|
Raju S.K. Chaganti, Ph.D.
|
|
87
|
|
1999
|
Franklyn G. Prendergast, M.D., Ph.D.
|
|
75
|
|
2012
|
Howard McLeod
|
|
54
|
|
2014
|
Executive Officers
|
|
Age
|
|
Position and Office
|
John A. Roberts
|
|
61
|
|
President and Chief Executive Officer
|
Ralf Brandt
|
|
53
|
|
President, Discovery & Early Development Sciences
|
Glenn Miles
|
|
54
|
|
Chief Financial Officer
|
Item 11.
|
Executive Compensation.
|
SUMMARY COMPENSATION TABLE
|
|||||||||||||||||||||||||||
Name and Principal Position
|
|
Year
|
|
Salary
($) |
|
Bonus
($) |
|
Stock
Awards ($) (1) |
|
Option
Awards ($) (1) |
|
All Other
Compensation ($) |
|
Total ($)
|
|||||||||||||
John A. Roberts
|
|
2019
|
|
$
|
267,885
|
|
(3)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,142
|
|
(4)
|
|
$
|
269,027
|
|
Chief Executive Officer and President (2)
|
|
2018
|
|
$
|
331,154
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
220,754
|
|
|
$
|
1,188
|
|
(4)
|
|
$
|
553,096
|
|
Ralf Brandt
|
|
2019
|
|
$
|
340,981
|
|
|
$
|
98,490
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
439,471
|
|
President, Discovery & Early Development Services
|
|
2018
|
|
$
|
330,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
92,964
|
|
|
$
|
—
|
|
|
|
$
|
422,964
|
|
M. Glenn Miles
|
|
2019
|
|
$
|
207,111
|
|
(6)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
207,111
|
|
Chief Financial Officer (5)
|
|
2018
|
|
$
|
247,266
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,992
|
|
|
$
|
—
|
|
|
|
$
|
268,258
|
|
(1)
|
Represents the aggregate grant date fair value for grants made in 2019 and 2018 computed in accordance with FASB ASC Topic 718. This calculation does not give effect to any estimate of forfeitures related to service-based vesting, but assumes that the executive will perform the requisite service for the award to vest in full. The assumptions used in valuing options are described in Note 14 to the Company’s financial statements included in this Annual Report on Form 10-K.
|
(2)
|
John A. Roberts was hired as the Company's Chief Operating Officer and Executive Vice President of Finance and Secretary on July 11, 2016. He was appointed Interim Chief Executive Officer effective February 2, 2018. He was appointed President and Chief Executive Officer on April 30, 2018.
|
(3)
|
Represents Mr. Robert's gross salary of $350,000 less reimbursements of $82,115 received from Interpace Biosciences, Inc. ("IDXG") pursuant to the Transition Services Agreement ("TSA") and the disposal of the Company's biopharma services business ("Biopharma Disposal") discussed in Note 1 to the Company's financial statements included in this Annual Report on Form 10-K.
|
(4)
|
Consists of group term life insurance benefits.
|
(5)
|
M. Glenn Miles was appointed as the Company's Chief Financial Officer effective November 26, 2018. Mr. Miles’ salary for 2018 includes $224,189 in fees charged by his consulting firm, Catalytic Consulting, LLC, for Financial Leadership services from July 2018 until his employment as Chief Financial Officer. His compensation under the consulting arrangement had been based on a blended weekly / hourly rate.
|
(6)
|
Represents Mr. Miles' gross salary of $300,000 less reimbursements of $92,889 received from IDXG pursuant to the TSA and the Biopharma Disposal discussed in Note 1 to the Company's financial statements included in this Annual Report on Form 10-K.
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END - 2019
|
||||||||||||||
|
|
Option Awards
|
||||||||||||
Name
|
|
Number of
Securities Underlying Unexercised Options (#) Exercisable |
|
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
|
Option
Exercise Price ($) |
|
Option
Expiration Date |
||||||
John A. Roberts
|
|
3,333
|
|
(1)
|
|
667
|
|
(1)
|
|
$
|
60.00
|
|
|
7/11/2026
|
|
|
708
|
|
(2)
|
|
292
|
|
(2)
|
|
$
|
75.00
|
|
|
2/22/2027
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ralf Brandt
|
|
3,333
|
|
(3)
|
|
—
|
|
(3)
|
|
$
|
93.00
|
|
|
8/15/2027
|
|
|
1,583
|
|
(4)
|
|
3,417
|
|
(4)
|
|
$
|
26.70
|
|
|
5/10/2028
|
|
|
|
|
|
|
|
|
|
|
|
||||
M. Glenn Miles
|
|
722
|
|
(5)
|
|
2,611
|
|
(5)
|
|
$
|
9.00
|
|
|
11/26/2028
|
(1)
|
83 options vested on July 11, 2016. The remaining options vest in 15 equal quarterly installments of 250 options commencing October 11, 2016 and 167 options vesting on July 11, 2020.
|
(2)
|
Options vest in 48 equal monthly installments of 21 options commencing one month after the grant date.
|
(3)
|
Options vest in 8 equal quarterly installments of 417 options, commencing on October 1, 2017.
|
(4)
|
20% of the options vest one year after the grant date, with the remaining options vesting in equal monthly installments of 83 over the next 48 months.
|
(5)
|
20% of the options vest one year after the grant date, with the remaining options vesting in equal monthly installments of 56 over the next 48 months.
|
•
|
each non-employee director receives a monthly retainer fee, paid in advance, of $2,500;
|
•
|
the Company's chairman of the board receives an additional monthly retainer fee of $2,500;
|
•
|
the chairman of the Company's audit committee receives a monthly retainer fee of $1,000;
|
•
|
other audit committee members and compensation committee members receive a quarterly retainer fee of $1,000; and
|
•
|
each non-employee director receives a meeting fee of $250 for each teleconference or $750 for each in-person meeting (exclusive of all travel related reimbursement).
|
•
|
each non-employee director receives a one-time 3,333 share stock option at fair market value on the date of grant, vesting monthly in 12 equal installments over 12 months.
|
DIRECTOR COMPENSATION
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Name
|
|
Fees Earned
or Paid in Cash ($) |
|
Stock
Awards ($) (1) |
|
Option
Awards ($) (1) |
|
All Other
Compensation ($) |
|
Total ($)
|
|||||||||||
Geoffrey Harris (2)
|
|
$
|
36,750
|
|
|
$
|
—
|
|
|
$
|
10,773
|
|
|
$
|
—
|
|
|
|
$
|
47,523
|
|
Edmund Cannon (3)
|
|
$
|
19,750
|
|
|
$
|
—
|
|
|
$
|
10,773
|
|
|
$
|
—
|
|
|
|
$
|
30,523
|
|
Raju S.K. Chaganti, Ph.D. (4)
|
|
$
|
15,250
|
|
|
$
|
—
|
|
|
$
|
10,773
|
|
|
$
|
—
|
|
|
|
$
|
26,023
|
|
Howard McLeod (4)
|
|
$
|
17,250
|
|
|
$
|
—
|
|
|
$
|
10,773
|
|
|
$
|
—
|
|
|
|
$
|
28,023
|
|
Franklyn G. Prendergast, M.D., Ph.D. (3)
|
|
$
|
19,500
|
|
|
$
|
—
|
|
|
$
|
10,773
|
|
|
$
|
—
|
|
|
|
$
|
30,273
|
|
(1)
|
Represents the aggregate grant date fair value for grants made in 2019 computed in accordance with FASB ASC Topic 718. This calculation does not give effect to any estimate of forfeitures related to service-based vesting, but assumes that the executive will perform the requisite service for the award to vest in full. The assumptions used in valuing options are described in Note 14 to the Company’s financial statements included in this Annual Report on Form 10-K.
|
(2)
|
Excludes $33,750 of past due compensation for the period October 1, 2018 through June 30, 2019 that was waived in July 2019.
|
(3)
|
Excludes $30,000 of past due compensation for the period October 1, 2018 through June 30, 2019 that was waived in July 2019.
|
(4)
|
Excludes $22,500 of past due compensation for the period October 1, 2018 through June 30, 2019 that was waived in July 2019.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Name and Address of Beneficial Owner*
|
|
Number of Shares
Beneficially Owned |
|
Percentage of Shares Beneficially Owned
|
|||
Named Executive Officers, Executive Officers and Directors:
|
|
|
|
|
|
||
Raju S.K. Chaganti, Ph.D.
|
|
23,990
|
|
(1)
|
|
1.1
|
%
|
Edmund Cannon
|
|
6,672
|
|
(2)
|
|
**
|
|
Dr. Franklyn G. Prendergast, M.D., Ph.D.
|
|
5,293
|
|
(3)
|
|
**
|
|
Geoffrey Harris
|
|
8,359
|
|
(4)
|
|
**
|
|
Howard McLeod
|
|
4,560
|
|
(4)
|
|
**
|
|
John A. Roberts
|
|
14,565
|
|
(5)
|
|
**
|
|
Ralf Brandt
|
|
66,304
|
|
(6)
|
|
3.1
|
%
|
M. Glenn Miles
|
|
10,166
|
|
(7)
|
|
**
|
|
All current executive officers and directors as a group (8 persons)
|
|
139,909
|
|
|
|
6.5
|
%
|
|
|
|
|
|
|
||
5% Holders
|
|
|
|
|
|
||
Renaissance Technologies, LLC
|
|
168,032
|
|
(8)
|
|
8.0
|
%
|
(*)
|
Unless otherwise indicated, the address is c/o Cancer Genetics, Inc., 201 Route 17 North, 2nd Floor, Rutherford, New Jersey, 07070.
|
(**)
|
Less than 1%.
|
(1)
|
Includes 11,811 shares of common stock underlying options held by Dr. Raju Chaganti exercisable on or before June 21, 2020. Also, includes 2,000 shares of common stock owned by Chaganti LLC, 3,260 shares of common stock owned by his wife, Dr. Seeta Chaganti, and 2,783 shares of common stock held by grantor retained annuity trusts of which Dr. Raju Chaganti and his wife are co-trustees and/or recipients. Excludes 555 shares of common stock underlying options held by Dr. Raju Chaganti not exercisable on or before June 21, 2020.
|
(2)
|
Includes 4,611 shares of common stock underlying options exercisable on or before June 21, 2020. Excludes 555 shares of common stock underlying options not exercisable on or before June 21, 2020.
|
(3)
|
Includes 4,877 shares of common stock underlying options exercisable on or before June 21, 2020. Excludes 555 shares of common stock underlying options not exercisable on or before June 21, 2020.
|
(4)
|
Includes 4,111 shares of common stock underlying options exercisable on or before June 21, 2020. Excludes 555 shares of common stock underlying options not exercisable on or before June 21, 2020.
|
(5)
|
Includes 4,645 shares of common stock underlying options exercisable on or before June 21, 2020. Excludes 354 shares of common stock underlying options not exercisable on or before June 21, 2020.
|
(6)
|
Includes 55,722 shares of common stock owned through the Brandt Family Trust. Includes 9,582 shares of common stock underlying options exercisable on or before June 21, 2020. Excludes 8,750 shares of common stock underlying options that are not exercisable on or before June 21, 2020.
|
(7)
|
Includes 5,166 shares of common stock underlying options exercisable on or before June 21, 2020. Excludes 8,167 shares of common stock underlying options not exercisable on or before June 21, 2020.
|
(8)
|
Based on a Schedule 13G filed with the SEC on February 12, 2020, consists of 168,032 shares of common stock held by Renaissance Technologies, LLC, under its holding company Renaissance Technologies Holdings Corporation. The principal business address of the beneficial owners is 800 Third Avenue, New York, New York 10022.
|
|
|
Equity Compensation Plan Information
|
|
|
||||||||
Plan Category
|
|
(a)
Number of securities
to be issued upon exercise
of outstanding options
and rights (1)
|
|
(b)
Weighted average
exercise price of
outstanding options
and rights
|
|
(c)
Number of securities
remaining available for
future issuance under equity
compensation plan
(excluding securities
referenced in column (a))
|
|
|
||||
Equity compensation plans approved by security holders (2)
|
|
63,160
|
|
|
$
|
110.09
|
|
|
32,606
|
|
|
(3)
|
Equity compensation plans not approved by security holders (4)
|
|
1,200
|
|
|
$
|
300.00
|
|
|
—
|
|
|
|
Total
|
|
64,360
|
|
|
$
|
113.63
|
|
|
32,606
|
|
|
|
(1)
|
Does not include any restricted stock as such shares are already reflected in the Company's outstanding shares.
|
(2)
|
Consists of the 2008 Plan and the 2011 Plan.
|
(3)
|
Includes securities available for future issuance under the 2011 Plan. Effective April 9, 2018, the Company is no longer able to issue options from the 2008 Plan.
|
(4)
|
These options were issued to one of the Company's current board members in connection with consulting services.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
•
|
the amounts involved exceeded or will exceed the lesser of $120,000 or one percent of the average of the smaller reporting company’s total assets at year-end for the last two completed fiscal years; and
|
•
|
any of the Company's directors, nominees for director, executive officers or holders of more than 5% of the Company's common stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.
|
Item 14.
|
Principal Accounting Fees and Services.
|
Fee Category
|
|
2019
|
|
2018
|
||||
Audit Fees
|
|
$
|
597,764
|
|
|
$
|
500,535
|
|
Audit-Related Fees
|
|
85,225
|
|
|
8,200
|
|
||
Tax Fees
|
|
63,000
|
|
|
14,700
|
|
||
Total Fees
|
|
$
|
745,989
|
|
|
$
|
523,435
|
|
|
|
|
|
|
Item 15.
|
Exhibits, Financial Statement Schedules.
|
Item 16.
|
Form 10-K Summary.
|
|
|
|
|
|
|
|
|
|
|
|
Cancer Genetics, Inc.
(Registrant)
|
||
|
|
|
|
|||
Date: May 29, 2020
|
|
|
|
|
|
/s/ John A. Roberts
|
|
|
|
|
|
|
John A. Roberts
|
|
|
|
|
|
|
President and Chief Executive Officer
(Principal Executive Officer and duly authorized signatory)
|
|
|
|
|
|||
Date: May 29, 2020
|
|
|
|
|
|
/s/ M. Glenn Miles
|
|
|
|
|
|
|
M. Glenn Miles
|
|
|
|
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
|
|
|
|
|
/s/ John A. Roberts
|
|
President and Chief Executive Officer
|
|
May 29, 2020
|
John A. Roberts
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ M. Glenn Miles
|
|
Chief Financial Officer
|
|
May 29, 2020
|
M. Glenn Miles
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Geoffrey Harris
|
|
Chairman of the Board of Directors
|
|
May 29, 2020
|
Geoffrey Harris
|
|
|
|
|
|
|
|
|
|
/s/ Edmund Cannon
|
|
Director
|
|
May 29, 2020
|
Edmund Cannon
|
|
|
|
|
|
|
|
|
|
/s/ Howard McLeod
|
|
Director
|
|
May 29, 2020
|
Howard McLeod
|
|
|
|
|
|
|
|
|
|
/s/ Raju S. K. Chaganti
|
|
Director
|
|
May 29, 2020
|
Raju S. K. Chaganti, Ph.D.
|
|
|
|
|
|
|
|
|
|
/s/ Franklyn G. Prendergast
|
|
Director
|
|
May 29, 2020
|
Franklyn G. Prendergast, M.D., Ph.D.
|
|
|
|
|
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
2.3
|
|
|
|
|
|
2.4
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9
|
|
|
|
|
|
4.10
|
|
|
|
|
|
4.11
|
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
4.12
|
|
|
|
|
|
4.13
|
|
|
|
|
|
4.14*
|
|
|
|
|
|
4.15
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
10.28
|
|
|
|
|
|
10.29
|
|
|
|
|
|
10.30
|
|
|
|
|
|
10.31
|
|
|
|
|
|
10.32
|
|
|
|
|
|
10.33
|
|
|
|
|
|
10.34
|
|
|
|
|
|
10.35
|
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
10.36
|
|
|
|
|
|
10.37
|
|
|
|
|
|
10.38
|
|
|
|
|
|
10.39
|
|
|
|
|
|
10.40
|
|
|
|
|
|
21.1
|
|
|
|
|
|
23.1*
|
|
|
|
|
|
23.2*
|
|
|
|
|
|
24.1
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
32.2**
|
|
|
|
|
|
101*
|
|
The following financial statements from this annual report on Form 10-K of Cancer Genetics, Inc. for the year ended December 31, 2019, filed on April 28, 2020, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Other Comprehensive Loss, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Stockholders' Equity and (v) the Notes to the Consolidated Financial Statements.
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
†
|
Indicates a management contract or compensation plan, contract or arrangement.
|
1 Year Cancer Genetics Chart |
1 Month Cancer Genetics Chart |
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