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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
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
04-3462475
|
State or Other Jurisdiction of
Incorporation or Organization
|
|
I.R.S. Employer Identification No.
|
201 Route 17 North 2nd Floor Rutherford, NJ
|
|
07070
|
Address of Principal Executive Offices
|
|
Zip Code
|
|
Title of each class
|
Trading symbol
|
Name of exchange on which registered
|
Common Stock, $0.0001 par value per share
|
CGIX
|
NASDAQ Capital Market
|
|
|
||
|
|
|
Item 1.
|
|
|
|
||
|
||
|
||
|
||
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
|
||
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
Item 5.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3,593
|
|
|
$
|
3,880
|
|
Restricted cash
|
350
|
|
|
350
|
|
||
Accounts receivable
|
848
|
|
|
696
|
|
||
Earn-Out from siParadigm, current portion
|
772
|
|
|
747
|
|
||
Excess Consideration Note
|
888
|
|
|
888
|
|
||
Other current assets
|
415
|
|
|
546
|
|
||
Current assets of discontinuing operations
|
—
|
|
|
71
|
|
||
Total current assets
|
6,866
|
|
|
7,178
|
|
||
FIXED ASSETS, net of accumulated depreciation
|
506
|
|
|
558
|
|
||
OTHER ASSETS
|
|
|
|
||||
Operating lease right-of-use assets
|
76
|
|
|
94
|
|
||
Earn-Out from siParadigm, less current portion
|
201
|
|
|
356
|
|
||
Patents and other intangible assets, net of accumulated amortization
|
2,816
|
|
|
2,895
|
|
||
Investment in joint venture
|
92
|
|
|
92
|
|
||
Goodwill
|
3,090
|
|
|
3,090
|
|
||
Other
|
635
|
|
|
641
|
|
||
Total other assets
|
6,910
|
|
|
7,168
|
|
||
Total Assets
|
$
|
14,282
|
|
|
$
|
14,904
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
2,146
|
|
|
$
|
2,072
|
|
Obligations under operating leases, current portion
|
153
|
|
|
193
|
|
||
Obligations under finance leases, current portion
|
66
|
|
|
68
|
|
||
Deferred revenue
|
1,118
|
|
|
1,217
|
|
||
Note payable, net
|
1,313
|
|
|
1,277
|
|
||
Advance from NovellusDx, Ltd., net
|
200
|
|
|
350
|
|
||
Advance from siParadigm, current portion
|
573
|
|
|
566
|
|
||
Due to Interpace Biosciences, Inc.
|
1,200
|
|
|
—
|
|
||
Current liabilities of discontinuing operations
|
861
|
|
|
1,229
|
|
||
Total current liabilities
|
7,630
|
|
|
6,972
|
|
||
Obligations under operating leases, less current portion
|
21
|
|
|
10
|
|
||
Obligation under finance leases, less current portion
|
81
|
|
|
107
|
|
||
Advance from siParadigm, less current portion
|
119
|
|
|
252
|
|
||
Warrant liability
|
51
|
|
|
178
|
|
||
Total Liabilities
|
7,902
|
|
|
7,519
|
|
||
STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Preferred stock, authorized 9,764 shares, $0.0001 par value, none issued
|
—
|
|
|
—
|
|
||
Common stock, authorized 100,000 shares, $0.0001 par value, 2,107 and 2,104 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
171,853
|
|
|
171,783
|
|
||
Accumulated other comprehensive income
|
130
|
|
|
26
|
|
Accumulated deficit
|
(165,603
|
)
|
|
(164,424
|
)
|
||
Total Stockholders’ Equity
|
6,380
|
|
|
7,385
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
14,282
|
|
|
$
|
14,904
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Revenue
|
$
|
1,426
|
|
|
$
|
1,822
|
|
Cost of revenues
|
814
|
|
|
1,002
|
|
||
Gross profit
|
612
|
|
|
820
|
|
||
Operating expenses:
|
|
|
|
||||
General and administrative
|
1,533
|
|
|
1,782
|
|
||
Sales and marketing
|
341
|
|
|
185
|
|
||
Total operating expenses
|
1,874
|
|
|
1,967
|
|
||
Loss from operations
|
(1,262
|
)
|
|
(1,147
|
)
|
||
Other income (expense):
|
|
|
|
||||
Interest expense
|
(78
|
)
|
|
(615
|
)
|
||
Interest income
|
4
|
|
|
2
|
|
||
Change in fair value of acquisition note payable
|
4
|
|
|
—
|
|
||
Change in fair value of other derivatives
|
—
|
|
|
31
|
|
||
Change in fair value of warrant liability
|
127
|
|
|
(7
|
)
|
||
Change in fair value of siParadigm Earn-Out
|
24
|
|
|
—
|
|
||
Total other income (expense)
|
81
|
|
|
(589
|
)
|
||
Loss before income taxes
|
(1,181
|
)
|
|
(1,736
|
)
|
||
Income tax expense
|
6
|
|
|
—
|
|
||
Loss from continuing operations
|
(1,187
|
)
|
|
(1,736
|
)
|
||
Income (loss) from discontinuing operations
|
8
|
|
|
(2,881
|
)
|
||
Net loss
|
(1,179
|
)
|
|
(4,617
|
)
|
||
Foreign currency translation gain (loss)
|
104
|
|
|
(76
|
)
|
||
Comprehensive loss
|
$
|
(1,075
|
)
|
|
$
|
(4,693
|
)
|
|
|
|
|
||||
Basic and diluted net loss per share from continuing operations
|
$
|
(0.56
|
)
|
|
$
|
(1.06
|
)
|
Basic and diluted net loss per share from discontinuing operations
|
—
|
|
|
(1.77
|
)
|
||
Basic and diluted net loss per share
|
$
|
(0.56
|
)
|
|
$
|
(2.83
|
)
|
|
|
|
|
||||
Basic and diluted weighted-average shares outstanding
|
2,106
|
|
|
1,631
|
|
|
|
Three Months Ended March 31, 2020
|
|||||||||||||||||||||
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Accumulated Other Comprehensive Income
|
|
Accumulated
Deficit |
|
Total
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance, January 1, 2020
|
|
2,104
|
|
|
$
|
—
|
|
|
$
|
171,783
|
|
|
$
|
26
|
|
|
$
|
(164,424
|
)
|
|
$
|
7,385
|
|
Stock based compensation—employees
|
|
—
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|||||
Issuance of common stock—VenturEast settlement
|
|
3
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
Unrealized gain on foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|
—
|
|
|
104
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,179
|
)
|
|
(1,179
|
)
|
|||||
Balance, March 31, 2020
|
|
2,107
|
|
|
$
|
—
|
|
|
$
|
171,853
|
|
|
$
|
130
|
|
|
$
|
(165,603
|
)
|
|
$
|
6,380
|
|
|
|
Three Months Ended March 31, 2019
|
|||||||||||||||||||||
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated
Deficit |
|
Total
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance, January 1, 2019
|
|
924
|
|
|
$
|
—
|
|
|
$
|
164,458
|
|
|
$
|
60
|
|
|
$
|
(157,716
|
)
|
|
$
|
6,802
|
|
Stock based compensation—employees
|
|
—
|
|
|
—
|
|
|
158
|
|
|
—
|
|
|
—
|
|
|
158
|
|
|||||
Issuance of common stock - 2019 Offerings, net
|
|
952
|
|
|
—
|
|
|
5,412
|
|
|
—
|
|
|
—
|
|
|
5,412
|
|
|||||
Unrealized loss on foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(76
|
)
|
|
—
|
|
|
(76
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,617
|
)
|
|
(4,617
|
)
|
|||||
Balance, March 31, 2019
|
|
1,876
|
|
|
$
|
—
|
|
|
$
|
170,028
|
|
|
$
|
(16
|
)
|
|
$
|
(162,333
|
)
|
|
$
|
7,679
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net loss
|
$
|
(1,179
|
)
|
|
$
|
(4,617
|
)
|
Loss (income) from discontinuing operations
|
(8
|
)
|
|
2,881
|
|
||
Net loss from continuing operations
|
(1,187
|
)
|
|
(1,736
|
)
|
||
|
|
|
|
||||
Adjustments to reconcile net loss to net cash used in operating activities, continuing operations:
|
|
|
|
||||
Depreciation
|
52
|
|
|
14
|
|
||
Amortization
|
79
|
|
|
82
|
|
||
Stock-based compensation
|
58
|
|
|
119
|
|
||
Change in fair value of warrant liability, acquisition note payable and other derivatives
|
(131
|
)
|
|
(24
|
)
|
||
Amortization of operating lease right-of-use assets
|
10
|
|
|
49
|
|
||
Change in fair value of siParadigm Earn-Out
|
(24
|
)
|
|
—
|
|
||
Amortization of discount on debt and debt issuance costs
|
36
|
|
|
467
|
|
||
Interest added to Convertible Note
|
—
|
|
|
89
|
|
||
Changes in:
|
|
|
|
||||
Accounts receivable
|
(183
|
)
|
|
(103
|
)
|
||
Other current assets
|
110
|
|
|
77
|
|
||
Other non-current assets
|
(4
|
)
|
|
(1
|
)
|
||
Accounts payable, accrued expenses and deferred revenue
|
130
|
|
|
(109
|
)
|
||
Due to Interpace Biosciences, Inc.
|
1,200
|
|
|
—
|
|
||
Obligations under operating leases
|
(21
|
)
|
|
(60
|
)
|
||
Net cash provided by (used in) operating activities, continuing operations
|
125
|
|
|
(1,136
|
)
|
||
Net cash used in operating activities, discontinuing operations
|
(289
|
)
|
|
(3,328
|
)
|
||
Net cash used in operating activities
|
(164
|
)
|
|
(4,464
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Purchase of fixed assets
|
—
|
|
|
(19
|
)
|
||
Net cash provided by (used in) investing activities, continuing operations
|
—
|
|
|
(19
|
)
|
||
Net cash provided by (used in) investing activities, discontinuing operations
|
28
|
|
|
(13
|
)
|
||
Net cash provided by (used in) investing activities
|
28
|
|
|
(32
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Principal payments on obligations under finance leases
|
(13
|
)
|
|
(10
|
)
|
||
Proceeds from offerings of common stock, net of certain offering costs
|
—
|
|
|
5,412
|
|
||
Payments on Advance from NovellusDx, Ltd.
|
(150
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities, continuing operations
|
(163
|
)
|
|
5,402
|
|
||
Net cash used in financing activities, discontinuing operations
|
—
|
|
|
(291
|
)
|
||
Net cash provided by (used in) financing activities
|
(163
|
)
|
|
5,111
|
|
||
Effect of foreign exchange rates on cash and cash equivalents and restricted cash
|
12
|
|
|
(79
|
)
|
||
Net increase (decrease) in cash and cash equivalents and restricted cash
|
(287
|
)
|
|
536
|
|
||
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
|
|
|
|
Beginning
|
4,230
|
|
|
511
|
|
||
Ending
|
$
|
3,943
|
|
|
$
|
1,047
|
|
|
|
|
|
||||
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED
|
|
|
|
||||
CASH TO THE CONSOLIDATED BALANCE SHEETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3,593
|
|
|
$
|
697
|
|
Restricted cash
|
350
|
|
|
350
|
|
||
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
|
$
|
3,943
|
|
|
$
|
1,047
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW DISCLOSURE
|
|
|
|
||||
Cash paid for interest
|
$
|
7
|
|
|
$
|
304
|
|
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
||||
Common stock issued in VentureEast settlement
|
$
|
12
|
|
|
$
|
—
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Revenue
|
$
|
—
|
|
|
$
|
5,017
|
|
Cost of revenues
|
—
|
|
|
3,635
|
|
||
Gross profit
|
—
|
|
|
1,382
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
|
—
|
|
|
454
|
|
||
General and administrative
|
(8
|
)
|
|
1,527
|
|
||
Sales and marketing
|
—
|
|
|
923
|
|
||
Transaction costs
|
—
|
|
|
249
|
|
||
Total operating expenses
|
(8
|
)
|
|
3,153
|
|
||
Income (loss) from discontinuing operations
|
8
|
|
|
(1,771
|
)
|
||
Other income (expense):
|
|
|
|
||||
Interest expense
|
—
|
|
|
(1,110
|
)
|
||
Total other income (expense)
|
—
|
|
|
(1,110
|
)
|
||
Net income (loss) from discontinuing operations
|
$
|
8
|
|
|
$
|
(2,881
|
)
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Current assets of discontinuing operations:
|
|
|
|
||||
Accounts receivable, net of allowance for doubtful accounts of $4,518 in 2020; $4,536 in 2019
|
$
|
—
|
|
|
$
|
71
|
|
Current assets of discontinuing operations
|
$
|
—
|
|
|
$
|
71
|
|
|
|
|
|
||||
Current liabilities of discontinuing operations
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
764
|
|
|
$
|
1,137
|
|
Due to Interpace Biosciences, Inc.
|
97
|
|
|
92
|
|
||
Current liabilities of discontinuing operations
|
$
|
861
|
|
|
$
|
1,229
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Income (loss) from discontinuing operations
|
$
|
8
|
|
|
$
|
(2,881
|
)
|
|
|
|
|
||||
Adjustments to reconcile income (loss) from discontinuing operations to net cash used in operating activities, discontinuing operations
|
|
|
|
||||
Depreciation
|
—
|
|
|
256
|
|
||
Amortization
|
—
|
|
|
6
|
|
||
Provision for bad debts
|
(18
|
)
|
|
—
|
|
||
Accounts payable settlements
|
(26
|
)
|
|
—
|
|
||
Stock-based compensation
|
—
|
|
|
39
|
|
||
Amortization of operating lease right-of-use assets
|
—
|
|
|
94
|
|
||
Amortization of discount of debt and debt issuance costs
|
—
|
|
|
593
|
|
||
Interest added to Convertible Note
|
—
|
|
|
113
|
|
||
Change in working capital components:
|
|
|
|
||||
Accounts receivable
|
89
|
|
|
(151
|
)
|
||
Other current assets
|
—
|
|
|
(272
|
)
|
||
Other non-current assets
|
—
|
|
|
(1
|
)
|
||
Accounts payable, accrued expenses and deferred revenue
|
(347
|
)
|
|
(942
|
)
|
||
Obligations under operating leases
|
—
|
|
|
(31
|
)
|
||
Deferred rent payable and other
|
—
|
|
|
(151
|
)
|
||
Due to Interpace Biosciences, Inc.
|
5
|
|
|
—
|
|
||
Net cash used in operating activities, discontinuing operations
|
$
|
(289
|
)
|
|
$
|
(3,328
|
)
|
|
Three Months Ended March 31,
|
||||
|
2020
|
|
2019
|
||
Common stock purchase warrants
|
279
|
|
|
402
|
|
Stock options
|
73
|
|
|
76
|
|
Convertible Note
|
—
|
|
|
126
|
|
Advance from NDX
|
—
|
|
|
90
|
|
Restricted shares of common stock
|
—
|
|
|
1
|
|
|
352
|
|
|
695
|
|
|
Three months ended March 31, 2020
|
|
Three months ended March 31, 2019
|
||||
Finance lease cost:
|
|
|
|
||||
Amortization of right-of use assets
|
$
|
21
|
|
|
$
|
10
|
|
Interest on lease liabilities
|
3
|
|
|
1
|
|
||
Operating lease cost
|
56
|
|
|
44
|
|
||
Short-term lease cost
|
28
|
|
|
30
|
|
||
Variable lease cost
|
15
|
|
|
24
|
|
||
|
$
|
123
|
|
|
$
|
109
|
|
|
Three months ended March 31, 2020
|
|
Three months ended March 31, 2019
|
||||
Cash paid amounts included in the measurement of lease liabilities:
|
|
|
|
||||
Operating cash flows used for operating leases
|
$
|
56
|
|
|
$
|
44
|
|
|
Three months ended March 31, 2020
|
|
Three months ended March 31, 2019
|
||
Weighted average remaining lease term (in years)
|
|
|
|
||
Operating leases
|
0.63
|
|
|
1.73
|
|
Finance leases
|
3.13
|
|
|
1.89
|
|
|
|
|
|
||
Weighted average discount rate
|
|
|
|
||
Operating leases
|
7.99
|
%
|
|
7.96
|
%
|
Finance leases
|
8.24
|
%
|
|
10.28
|
%
|
|
|
Finance
Leases
|
|
Operating
Leases
|
|
Total
|
||||||
2020 (remaining 9 months)
|
|
$
|
60
|
|
|
$
|
158
|
|
|
$
|
218
|
|
2021
|
|
39
|
|
|
20
|
|
|
59
|
|
|||
2022
|
|
31
|
|
|
11
|
|
|
42
|
|
|||
2023
|
|
31
|
|
|
2
|
|
|
33
|
|
|||
2024
|
|
7
|
|
|
—
|
|
|
7
|
|
|||
Total minimum lease payments
|
|
$
|
168
|
|
|
191
|
|
|
359
|
|
||
Less amount representing interest
|
|
21
|
|
|
17
|
|
|
38
|
|
|||
Present value of net minimum obligations
|
|
147
|
|
|
174
|
|
|
321
|
|
|||
Less current obligation under finance and operating leases
|
|
66
|
|
|
153
|
|
|
219
|
|
|||
Long-term obligation under finance and operating leases
|
|
$
|
81
|
|
|
$
|
21
|
|
|
$
|
102
|
|
|
Options Outstanding
|
|
Weighted-
Average
Remaining
Contractual
Term (in years)
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||||||
|
Number of
Shares
(in thousands)
|
|
Weighted-
Average
Exercise
Price
|
|
||||||||
Outstanding January 1, 2020
|
64
|
|
|
$
|
113.63
|
|
|
7.48
|
|
$
|
24
|
|
Granted
|
20
|
|
|
5.53
|
|
|
|
|
|
|||
Cancelled or expired
|
(11
|
)
|
|
87.11
|
|
|
|
|
|
|||
Outstanding March 31, 2020
|
73
|
|
|
$
|
88.15
|
|
|
7.93
|
|
$
|
—
|
|
Exercisable March 31, 2020
|
43
|
|
|
$
|
140.57
|
|
|
7.01
|
|
$
|
—
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Volatility
|
110.43
|
%
|
|
90.15
|
%
|
||
Risk free interest rate
|
1.68
|
%
|
|
2.54
|
%
|
||
Dividend yield
|
0.00
|
%
|
|
0.00
|
%
|
||
Term (years)
|
5.27
|
|
|
6.32
|
|
||
Weighted-average fair value of options granted during the period
|
$
|
4.45
|
|
|
$
|
10.07
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Cost of revenues
|
$
|
4
|
|
|
$
|
4
|
|
General and administrative
|
54
|
|
|
115
|
|
||
Total stock-based compensation related to continuing operations
|
$
|
58
|
|
|
$
|
119
|
|
Issued With / For
|
Exercise
Price |
|
Warrants
Outstanding January 1, 2020 |
|
2020 Warrants Issued
|
|
2020 Warrants Expired
|
|
Warrants Outstanding March 31, 2020
|
||||||
Non-Derivative Warrants:
|
|
|
|
|
|
|
|
|
|
||||||
Financing
|
$
|
300.00
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
Financing
|
450.00
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
2015 Offering
|
150.00
|
|
|
115
|
|
|
—
|
|
|
—
|
|
|
115
|
|
|
2017 Debt
|
27.60
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
2019 Offering
|
7.43
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
2019 Offering
|
7.59
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
Total non-derivative warrants
|
115.54
|
|
B
|
213
|
|
|
—
|
|
|
—
|
|
|
213
|
|
|
Derivative Warrants:
|
|
|
|
|
|
|
|
|
|
||||||
2016 Offerings
|
67.50
|
|
A
|
66
|
|
|
—
|
|
|
—
|
|
|
66
|
|
|
Total derivative warrants
|
67.50
|
|
B
|
66
|
|
|
—
|
|
|
—
|
|
|
66
|
|
|
Total
|
$
|
104.18
|
|
B
|
279
|
|
|
—
|
|
|
—
|
|
|
279
|
|
A
|
These warrants are subject to fair value accounting and contain a contingent net cash settlement feature. See Note 10.
|
B
|
Weighted-average exercise prices are as of March 31, 2020.
|
Issued with/for
|
Fair value of warrants
outstanding as of December 31, 2019 |
|
Change in fair
value of warrants |
|
Fair value of warrants
outstanding as of March 31, 2020 |
||||||
2016 Offerings
|
$
|
178
|
|
|
$
|
(127
|
)
|
|
$
|
51
|
|
2016 Offerings
|
As of March 31, 2020
|
|
As of December 31, 2019
|
||||
Exercise price
|
$
|
67.50
|
|
|
$
|
67.50
|
|
Expected life (years)
|
1.83
|
|
|
2.08
|
|
||
Expected volatility
|
157.00
|
%
|
|
150.69
|
%
|
||
Risk-free interest rate
|
0.23
|
%
|
|
1.58
|
%
|
||
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
|
March 31, 2020
|
||||||||||||||
|
|
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
|
|
$
|
973
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
973
|
|
|
|
$
|
973
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
973
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Warrant liability
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
51
|
|
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
51
|
|
|
|
December 31, 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
|
|
|
|
Assets
|
|
Liabilities
|
||||||||
|
|
Earn-Out
|
|
|
|
|
||||||
|
|
from
|
|
Note Payable
|
|
Warrant
|
||||||
|
|
siParadigm
|
|
to VenturEast
|
|
Liability
|
||||||
Fair value at January 1, 2020
|
|
$
|
1,103
|
|
|
$
|
16
|
|
|
$
|
178
|
|
Receipts received during period
|
|
(154
|
)
|
|
—
|
|
|
—
|
|
|||
Change in fair value
|
|
24
|
|
|
(4
|
)
|
|
(127
|
)
|
|||
Settlement of liability
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|||
Fair value at March 31, 2020
|
|
$
|
973
|
|
|
$
|
12
|
|
|
$
|
51
|
|
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||
(dollars in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Revenue
|
$
|
1,426
|
|
|
$
|
1,822
|
|
|
$
|
(396
|
)
|
|
(22
|
)%
|
Cost of revenues
|
814
|
|
|
1,002
|
|
|
(188
|
)
|
|
(19
|
)%
|
|||
General and administrative
|
1,533
|
|
|
1,782
|
|
|
(249
|
)
|
|
(14
|
)%
|
|||
Sales and marketing
|
341
|
|
|
185
|
|
|
156
|
|
|
84
|
%
|
|||
Loss from operations
|
(1,262
|
)
|
|
(1,147
|
)
|
|
(115
|
)
|
|
10
|
%
|
|||
Interest expense, net
|
(74
|
)
|
|
(613
|
)
|
|
539
|
|
|
(88
|
)%
|
|||
Change in fair value of acquisition note payable
|
4
|
|
|
—
|
|
|
4
|
|
|
n/a
|
|
|||
Change in fair value of other derivatives
|
—
|
|
|
31
|
|
|
(31
|
)
|
|
(100
|
)%
|
|||
Change in fair value of warrant liability
|
127
|
|
|
(7
|
)
|
|
134
|
|
|
(1,914
|
)%
|
|||
Change in fair value of siParadigm Earn-Out
|
24
|
|
|
—
|
|
|
24
|
|
|
n/a
|
|
|||
Loss before income taxes
|
(1,181
|
)
|
|
(1,736
|
)
|
|
555
|
|
|
(32
|
)%
|
|||
Income tax expense
|
6
|
|
|
—
|
|
|
6
|
|
|
n/a
|
|
|||
Loss from continuing operations
|
$
|
(1,187
|
)
|
|
$
|
(1,736
|
)
|
|
$
|
549
|
|
|
(32
|
)%
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Reconciliation of net loss from continuing operations:
|
|
|
|
|
||||
Net loss from continuing operations
|
|
$
|
(1,187
|
)
|
|
$
|
(1,736
|
)
|
Adjustments:
|
|
|
|
|
||||
Interest expense, net
|
|
74
|
|
|
613
|
|
||
Depreciation
|
|
52
|
|
|
14
|
|
||
Amortization
|
|
79
|
|
|
82
|
|
||
Stock-based compensation
|
|
58
|
|
|
119
|
|
||
Change in fair value of acquisition note payable
|
|
(4
|
)
|
|
—
|
|
||
Change in fair value of other derivatives
|
|
—
|
|
|
(31
|
)
|
||
Change in fair value of warrant liability
|
|
(127
|
)
|
|
7
|
|
||
Change in fair value of siParadigm Earn-Out
|
|
(24
|
)
|
|
—
|
|
||
Income tax expense
|
|
6
|
|
|
—
|
|
||
Adjusted EBITDA loss from continuing operations
|
|
$
|
(1,073
|
)
|
|
$
|
(932
|
)
|
|
Three Months Ended
March 31, |
||||||
(in thousands)
|
2020
|
|
2019
|
||||
Cash provided by (used in) continuing operations:
|
|
|
|
||||
Operating activities
|
$
|
125
|
|
|
$
|
(1,136
|
)
|
Investing activities
|
—
|
|
|
(19
|
)
|
||
Financing activities
|
(163
|
)
|
|
5,402
|
|
||
Effect of foreign currency exchange rates on cash and cash equivalents and restricted cash
|
12
|
|
|
(79
|
)
|
||
Net increase (decrease) in cash and cash equivalents and restricted cash from continuing operations
|
$
|
(26
|
)
|
|
$
|
4,168
|
|
•
|
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;
|
•
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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; and
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•
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other risks and uncertainties discussed in the Company's annual report on Form 10-K for the year ended December 31, 2019, as updated in this Form 10-Q and other reports, as applicable, the Company file with the Securities and Exchange Commission.
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Revenue recognition;
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Accounts receivable and bad debts;
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Warrant liabilities and other derivatives;
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Stock-based compensation;
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Income taxes; and
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Impairment of intangibles and long-lived assets.
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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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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;
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•
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the Company's ability to keep pace with rapidly advancing market and scientific developments;
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•
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the Company's ability to satisfy U.S. (including FDA) and international regulatory requirements with respect to its services;
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•
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the Company's ability to maintain its present customer base and obtain new customers;
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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;
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•
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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;
|
•
|
the Company's ability to adequately support future growth; and
|
•
|
other risks and uncertainties discussed in the Company's annual report on Form 10-K for the year ended December 31, 2019, as updated in this Form 10-Q and other reports, as applicable, the Company file with the Securities and Exchange Commission.
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Cancer Genetics, Inc.
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(Registrant)
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Date: June 24, 2020
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/s/ John A. Roberts
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John A. Roberts
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President and Chief Executive Officer
(Principal Executive Officer)
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Date: June 24, 2020
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/s/ M. Glenn Miles
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M. Glenn Miles
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Chief Financial Officer
(Principal Financial and Accounting Officer)
|
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1 Year Cancer Genetics Chart |
1 Month Cancer Genetics Chart |
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