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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2018	Apr. 30, 2018
Document and Entity Information
Entity Registrant Name	Trovagene, Inc.
Entity Central Index Key	0001213037
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding (in shares)		59,378,162
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 6,657,158	$ 8,225,764
Accounts receivable and unbilled receivable	114,343	77,095
Prepaid expenses and other current assets	1,068,144	1,165,828
Total current assets	7,839,645	9,468,687
Property and equipment, net	2,223,597	2,426,312
Other assets	345,277	389,942
Total Assets	10,408,519	12,284,941
Current liabilities:
Accounts payable	651,671	825,244
Accrued expenses	1,685,178	1,454,587
Deferred rent	341,924	334,424
Current portion of long-term debt	1,174,989	1,331,515
Total current liabilities	3,853,762	3,945,770
Derivative financial instruments—warrants	779,076	649,387
Deferred rent, net of current portion	1,096,591	1,183,677
Total Liabilities	5,729,429	5,778,834
Commitments and contingencies (Note 9)
Stockholders’ equity
Preferred stock, $0.001 par value, 20,000,000 shares authorized; 60,600 shares outstanding at March 31, 2018 and December 31, 2017; designated as Series A Convertible Preferred Stock with liquidation preference of $606,000 at March 31, 2018 and December 31, 2017	60	60
Common stock, $0.0001 par value, 150,000,000 shares authorized; 58,832,953 and 52,791,584 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively	5,883	5,279
Additional paid-in capital	182,401,648	179,546,954
Accumulated deficit	(177,728,501)	(173,046,186)
Total Stockholders’ Equity	4,679,090	6,506,107
Total Liabilities and Stockholders’ Equity	$ 10,408,519	$ 12,284,941

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Preferred stock, par value (in USD per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	20,000,000	20,000,000
Preferred stock, shares outstanding (in shares)	60,600	60,600
Series A Convertible Preferred Stock, liquidation preference	$ 606,000	$ 606,000
Common stock, par value (in USD per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	150,000,000	150,000,000
Common stock, shares issued (in shares)	58,832,953	52,791,584
Common stock, shares outstanding (in shares)	58,832,953	52,791,584

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Royalties	$ 49,055	$ 65,826
Diagnostic services	40,002	28,862
Clinical research	11,079	350
Total revenues	100,136	95,038
Costs and expenses:
Cost of revenues	366,344	616,426
Research and development	1,883,838	4,279,830
Selling, general and administrative	2,504,977	3,604,624
Restructuring charges	0	1,719,804
Total operating expenses	4,755,159	10,220,684
Loss from operations	(4,655,023)	(10,125,646)
Net interest expense	(2,465)	(429,397)
(Loss) gain from change in fair value of derivative financial instruments—warrants	(129,689)	555,506
Other income	1,000	0
Net loss	(4,786,177)	(9,999,537)
Preferred stock dividend	(6,060)	(6,060)
Net loss attributable to common stockholders	$ (4,792,237)	$ (10,005,597)
Net loss per common share - basic (in USD per share)	$ (0.09)	$ (0.32)
Net loss per common share - diluted (in USD per share)	$ (0.09)	$ (0.32)
Weighted-average shares outstanding — basic (in shares)	55,364,438	30,961,014
Weighted-average shares outstanding — diluted (in shares)	55,364,438	30,961,014

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS Statement - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statement of Comprehensive Income [Abstract]
Net loss	$ (4,786,177)	$ (9,999,537)
Other Comprehensive Income (Loss), Net of Tax [Abstract]
Foreign currency translation loss	0	(2,399)
Unrealized gain or reversal of previous losses on securities available-for-sale	0	(454)
Total other comprehensive loss	0	(2,853)
Total comprehensive loss	(4,786,177)	(10,002,390)
Preferred stock dividend	(6,060)	(6,060)
Comprehensive loss attributable to common stockholders	$ (4,792,237)	$ (10,008,450)

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY Statement - 3 months ended Mar. 31, 2018 - USD ($)	Total	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance (in shares) at Dec. 31, 2017		60,600	52,791,584
Balance at Dec. 31, 2017	$ 6,506,107	$ 60	$ 5,279	$ 179,546,954	$ (173,046,186)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	1,406,131			1,406,131
Issuance of common stock upon exercise of warrants (in shares)			5,136,667
Issuance of common stock upon exercise of warrants	1,449,167
Stock Issued During Period Value Warrants Exercised			$ 514	1,448,653
Issuance of common stock upon vesting of restricted stock units (in shares)			904,702
Issuance of common stock upon vesting of restricted stock units			$ 90	(90)
Preferred stock dividend	(6,060)				(6,060)
Cumulative adjustment upon adoption of ASC 606	109,922				109,922
Net loss	(4,786,177)				(4,786,177)
Balance at Mar. 31, 2018	$ 4,679,090	$ 60	$ 5,883	$ 182,401,648	$ (177,728,501)
Balance (in shares) at Mar. 31, 2018		60,600	58,832,953

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Operating activities
Net loss	$ (4,786,177)	$ (9,999,537)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment loss	0	485,000
Depreciation and amortization	252,480	330,968
Stock based compensation expense	1,406,131	920,799
Accretion of final fee premium	0	125,012
Amortization of discount on debt	0	68,223
Amortization of premiums on short-term investments	0	10,877
Deferred rent	(79,586)	(66,119)
Interest income accrued on short-term investments	0	151,583
Change in fair value of derivative financial instruments—warrants	129,689	(555,506)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable and unbilled receivable	72,674	20,112
Decrease in prepaid expenses and other current assets	97,684	110,957
Increase (decrease) in accounts payable and accrued expenses	50,958	(360,577)
Net cash used in operating activities	(2,856,147)	(8,758,208)
Investing activities:
Capital expenditures, net	(5,100)	(11,452)
Maturities of short-term investments	0	14,000,000
Purchases of short-term investments	0	(8,804,604)
Net cash (used in) provided by investing activities	(5,100)	5,183,944
Financing activities:
Proceeds from exercise of warrants	1,449,167	0
Repayments of equipment line of credit	(156,526)	(156,526)
Net cash provided by (used in) financing activities	1,292,641	(156,526)
Effect of exchange rate changes on cash and cash equivalents	0	(844)
Net change in cash and equivalents	(1,568,606)	(3,731,634)
Cash and cash equivalents—Beginning of period	8,225,764	13,915,094
Cash and cash equivalents—End of period	6,657,158	10,183,460
Supplementary disclosure of cash flow activity:
Cash paid for interest	16,417	300,040
Supplemental disclosure of non-cash investing and financing activities:
Preferred stock dividends accrued	$ 6,060	$ 6,060

Organization and Basis of Presentation

3 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Basis of Presentation

Business Organization and Overview

Trovagene, Inc. (“Trovagene” or the “Company”) headquartered in San Diego, California, is a clinical-stage, oncology therapeutics company. The Company’s primary focus is to develop oncology therapeutics for the treatment of hematologic and solid tumor cancers for improved cancer care, utilizing its proprietary technology in tumor genomics.

Trovagene’s lead drug candidate, PCM-075, is a Polo-like Kinase 1 (“PLK1”) highly-selective adenosine triphosphate (“ATP”) competitive inhibitor. PCM-075 has shown preclinical antitumor activity as a single agent and synergy in combination with more than ten different chemotherapeutics, including cisplatin, cytarabine, doxorubicin, gemcitabine and paclitaxel, as well as targeted therapies, such as abiraterone acetate (Zytiga^®), histone deacetylase (“HDAC”) inhibitors, such as belinostat (Beleodaq^®), Quizartinib (AC220), a development stage FLT3 inhibitor, and bortezomib (Velcade^®). These therapeutics are used clinically for the treatment of many hematologic and solid tumor cancers, including Acute Myeloid Leukemia (“AML”), Non-Hodgkin Lymphoma (“NHL”), metastatic Castration-Resistant Prostate Cancer (“mCRPC”), Adrenocortical Carcinoma (“ACC”), and Triple Negative Breast Cancer (“TNBC”).

PCM-075 was developed to have high selectivity to PLK1 (at low nanomolar IC₅₀ levels), to be administered orally, and to have a relatively short drug half-life of approximately 24 hours compared to other pan PLK inhibitors. A safety study of PCM-075 has been successfully completed in patients with advanced metastatic solid tumors and published in 2017 in Investigational New Drugs. The Company has two active Investigational New Drug (“INDs”) applications in place with the U.S. Food and Drug Administration (“FDA”) for PCM-075, allowing the Company to pursue clinical development in hematologic malignancies and solid tumor cancers. Trovagene is currently enrolling a Phase 1b/2 open-label clinical trial of PCM-075 in combination with standard-of-care chemotherapy in patients with AML. The Phase 1b/2 clinical trial is led by Hematologist Jorge Eduardo Cortes, M.D., Deputy Department Chair, Department of Leukemia, Division of Cancer Medicine, The University of Texas MD Anderson Cancer Center. In addition, the Company is working with Dr. David Einstein at the Genitourinary Oncology Program at Beth Israel Deaconess Medical Center and Harvard Medical School as the principal investigator on a Phase 2 open-label clinical trial of PCM-075 in combination with abiraterone acetate (Zytiga^®) and prednisone in patients with mCRPC with plans to enroll patients later this year.

Trovagene’s intellectual property and proprietary technology enables the Company to analyze circulating tumor DNA (“ctDNA”) and clinically actionable markers to identify patients most likely to respond to specific cancer therapies. The Company plans to continue to vertically integrate its tumor genomics technology with the development of targeted cancer therapeutics.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements of Trovagene, which include all accounts of its wholly owned subsidiary, Trovagene, Srl (dissolved in October 2017), have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany balances and transactions have been eliminated.

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission (“SEC”) related to a quarterly report on Form 10-Q. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. The unaudited interim condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the Company’s financial position and the results of its operations and cash flows for the periods presented. The unaudited condensed balance sheet at December 31, 2017 has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by GAAP for annual financial statements. The operating results presented in these unaudited interim condensed consolidated financial statements are not necessarily indicative of the results that may be expected for any future periods. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2017 included in the Company’s annual report on Form 10-K filed with the SEC on February 26, 2018.

Liquidity

Trovagene’s condensed consolidated financial statements as of March 31, 2018 have been prepared under the assumption that Trovagene will continue as a going concern, which assumes that the Company will realize its assets and satisfy its liabilities in the normal course of business. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern.

The Company has incurred net losses since its inception and has negative operating cash flows. Considering the Company’s current cash resources, management believes the Company’s existing resources will be sufficient to fund the Company’s planned operations through July 2018. On April 6, 2018, the Company paid off the outstanding Loan and Security Agreement (“Equipment Line of Credit”) entered in November 2015 to Silicon Valley Bank (“SVB”). Based on its current business plan and assumptions, the Company expects to continue to incur significant losses and require significant additional capital to further advance its clinical trial programs and support its other operations. The Company has based its cash sufficiency estimates on its current business plan and its assumptions that may prove to be wrong. The Company could utilize its available capital resources sooner than it currently expects, and it could need additional funding to sustain its operations even sooner than currently anticipated. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. For the foreseeable future, the Company’s ability to continue its operations is dependent upon its ability to obtain additional capital.

The Company cannot be certain that additional funding will be available on acceptable terms, or at all. To the extent that the Company can raise additional funds by issuing equity securities, the Company’s stockholders may experience significant dilution.

If the Company is unable to raise additional capital when required or on acceptable terms, it may have to significantly delay, scale back or discontinue the development and/or commercialization of one or more of its product candidates, all of which would have a material adverse impact on the Company’s operations. The Company may also be required to:


•	Seek collaborators for product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available; and


•	Relinquish licenses or otherwise dispose of rights to technologies, product candidates or products that the Company would otherwise seek to develop or commercialize themselves, on unfavorable terms.

The Company is evaluating all options to raise additional capital as well as reduce costs, in an effort to strengthen its liquidity position, which may include the following:


•	Raising capital through public and private equity offerings;


•	Introducing operation and business development initiatives to bring in new revenue streams;


•	Reducing operating costs by identifying internal synergies; and


•	Engaging in strategic partnerships.

As of April 30, 2018, the Company has received approximately $1.6 million upon exercise of 5,681,667 warrants in connection with the December 2017 public offering. The Company continually assesses its spending plans to effectively and efficiently address its liquidity needs.

NASDAQ Notice

On September 5, 2017, the Company received a written notice from the NASDAQ Stock Market LLC (“NASDAQ”) that it was not in compliance with NASDAQ Listing Rule 5550(a)(2) for continued listing on the NASDAQ Capital Market, as the minimum bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive business days. In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until March 5, 2018, to regain compliance with the minimum bid price requirement.

On March 6, 2018, the NASDAQ Capital Market informed the Company that it is eligible for an additional 180 calendar day period until September 4, 2018 to regain compliance with the minimum $1.00 bid price per share requirement. To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for at least ten consecutive business days during this 180 calendar day period.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

During the three months ended March 31, 2018, there have been no changes to the Company’s significant accounting policies as described in its Annual Report on Form 10-K for the fiscal year ended December 31, 2017, except as described below.

Revenue Recognition

The Company recognizes revenue when control of its products and services is transferred to its customers in an amount that reflects the consideration it expects to receive from its customers in exchange for those products and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The Company recognizes revenue for satisfied performance obligations only when it determines there are no uncertainties regarding payment terms or transfer of control. For sales-based royalties, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

Royalty and License Revenues

The Company licenses and sublicenses its patent rights to healthcare companies, medical laboratories and biotechnology partners. These agreements may involve multiple elements such as license fees, royalties and milestone payments. Revenue is recognized when the criteria described above have been met as well as the following:

•Up-front nonrefundable license fees pursuant to agreements under which the Company has no continuing performance obligations are recognized as revenues on the effective date of the agreement and when collection is reasonably assured.

•Minimum royalties are recognized as earned, and royalties are earned based on the licensee’s use. The Company estimates and records licensee’s sales based on historical usage rate and collectability.

Diagnostic Service Revenues

Revenue for clinical laboratory tests may come from several sources, including commercial third-party payors, such as insurance companies and health maintenance organizations, government payors, such as Medicare and Medicaid in the United States, patient self-pay and, in some cases, from hospitals or referring laboratories who, in turn, might bill third-party payors for testing. This revenue stream does not meet the criteria for contracts with a customer under ASC 606 because it is not probable that the Company will collect substantially all the consideration to which it will be entitled in exchange for the goods and services transferred, nor can it reliably determine the expected transaction price. Therefore, the Company is recognizing diagnostic service revenue on the cash collection basis until such time as it is able to properly estimate collections on third party reimbursements.

Clinical Research Revenue

Revenue from clinical research consists of revenue from the sale of urine and blood collection supplies and tests performed under agreements with our clinical research and business development partners. Revenue is recognized when supplies and/or test results are delivered, which is when control of the product is deemed to be transferred.

Refer to Note 3 to the condensed consolidated financial statements for further information.

Net Loss Per Share

Basic and diluted net loss per share is presented in conformity with ASC Topic 260, Earnings per Share, for all periods presented. In accordance with this guidance, basic net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted-average common shares outstanding during the period. Preferred dividends are included in income available to common stockholders in the computation of basic and diluted earnings per share. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and common share equivalents outstanding for the period. Common share equivalents are only included when their effect is dilutive.

The following table sets forth the computation of basic and diluted earnings per share:



	Three Months Ended March 31,
	2018			2017
Numerator: Net loss attributable to common shareholders	$	(4,792,237	)	$	(10,005,597	)
Adjustment for gain from change in fair value of derivative financial instruments—warrants	—			—
Net loss used for diluted loss per share	$	(4,792,237	)	$	(10,005,597	)
Denominator for basic and diluted net loss per share:
Weighted-average shares used to compute basic loss per share	55,364,438			30,961,014
Adjustments to reflect assumed exercise of warrants	—			—
Weighted-average shares used to compute diluted net loss per share	55,364,438			30,961,014
Net loss per share attributable to common stockholders:
Basic	$	(0.09	)	$	(0.32	)
Diluted	$	(0.09	)	$	(0.32	)

The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their effect was anti-dilutive:



	March 31,
	2018	2017
Options to purchase Common Stock	7,588,306	4,687,566
Warrants to purchase Common Stock	18,418,853	5,505,901
Restricted Stock Units	369,600	976,991
Series A Convertible Preferred Stock	63,125	63,125
	26,439,884	11,233,583

Change in Accounting Principle

In August 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-15, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which includes amendments that clarify how certain cash receipts and cash payments are presented in the statement of cash flows. ASU 2016-15 also provides guidance clarifying when an entity should separate cash receipts and cash payments and classify them into more than one class of cash flows. The Company adopted ASU 2016-15 as of January 1, 2018. The adoption of ASU 2016-15 had no material impact on its consolidated statements of cash flows.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The new standard is based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Since its initial release, the FASB has issued several amendments to the standard, which include clarification of accounting guidance related to identification of performance obligations, intellectual property licenses, and principle versus agent considerations. ASU 2014-09 and all subsequent amendments (collectively, “ASC 606”) became effective for the Company on January 1, 2018. The Company adopted ASC 606 on January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. Refer to Note 3 to the condensed consolidated financial statements for further details.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for most leases. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The new standard will impact the Company’s accounting for its office leases and the Company is currently evaluating the impact of the new standard on its consolidated financial statements.

Revenue Revenue

3 Months Ended

Mar. 31, 2018

Revenue from Contract with Customer [Abstract]

Revenue

Financial Statement Impact of Adopting ASC 606

The Company adopted ASC 606 using the modified retrospective method. This resulted in a cumulative adjustment to decrease the Company’s accumulated deficit by $109,922 to reflect the acceleration of revenue recognition related to its sales-based royalties for agreements with customers that were not completed as of January 1, 2018. As a result of applying the modified retrospective method to adopt the new revenue guidance, the Company recorded $109,922 to unbilled receivables under the condensed consolidated balance sheet as of January 1, 2018.

Impact of New Revenue Guidance on Financial Statement Line Items

The following summarizes the significant changes to the Company’s condensed consolidated balance sheet and condensed consolidated statement of operations for the three months ended March 31, 2018 as a result of the adoption of ASC 606 on January 1, 2018 compared to what would have been recognized under ASC 605:


•	Total reported assets and equity were $30,667 greater than what would have been reported under ASC 605 as of March 31, 2018. This was due to the acceleration of future minimum customer sales-based royalty revenues under ASC 606 through the potential contract cancellation period.

•

$77,589 reduction of recorded revenues related to prior periods. Previously under ASC 605, there was a lag of at least one quarter before the Company was notified of customers’ sales-based royalties, and thus royalty revenues in excess of the minimum guaranteed amounts were recognized in arrears. This would have resulted in recording additional royalty revenue in the first quarter of 2018 related to eligible 2017 customer sales. For customers that only report royalty-eligible sales annually, this typically resulted in the recognition of a full year’s worth of royalties in excess of the minimum in the first quarter of the following year. However, ASC 606 requires recognition in the period earned even if amounts are unknown (subject to the constraint that a significant future reversal of this estimated revenue is not probable). Because the modified retrospective approach was applied upon adoption on January 1, 2018, this cumulative difference (amount in arrears) was adjusted to the Company’s accumulated deficit rather than recording this revenue in the first quarter of 2018.


•	Partially offsetting the reduction above is the $18,326 acceleration of first quarter 2018 sales-based royalty revenue in excess of minimum guaranteed amounts to the extent the amounts are known or can be estimated, and a significant reversal is not probable.

The net impact of accounting for revenue under the new guidance increased net loss and net loss per share by $59,263 and $0.001 per basic and diluted share, respectively for the three months ended March 31, 2018.

The adoption of ASC 606 had no impact on the Company’s cash flows from operations. The aforementioned impacts resulted in offsetting shifts in cash flows between net loss and changes in working capital balances.

Revenue Recognitions

The Company has historically derived its revenues from the following sources: (i) royalties from sublicense and patent transfer agreements, (ii) up-front fees from sublicense and patent transfer agreements, (iii) milestone payments from sublicense and patent transfer agreements, (iv) diagnostic services revenue and (v) clinical research revenue. These revenue streams are discussed in greater detail below.

Royalty Revenue

Royalties have comprised the majority of the Company’s revenues to date. Its licensing and patent transfer agreements provide for ongoing royalties, generally calculated as a percentage of net revenues related to the licensed or transferred intellectual property (“IP”). In addition, many of its agreements specify a minimum annual royalty amount beginning in the year of the customer’s first related sale. Because minimum royalty amounts are contractually guaranteed, they are considered fixed consideration and allocated to the performance obligations at the stated amounts in the agreements. Sales-based royalties in excess of the minimum amount are considered variable consideration as the amounts are not known until the related customer sales occur, and are therefore excluded from the transaction price. Royalty amounts are reported by customers on a quarterly or annual basis, depending on the agreement, and are typically collected by the Company in the following quarter.

Under ASC 606, fixed consideration is recognized as revenue when all performance obligations have been satisfied. For existing licensing and patent transfer agreements, the sole performance obligation was the issuance of the sublicense or the transfer of the patent which occurred at the agreements’ inception. However, as these agreements are generally cancellable by either party with 60-90 days’ notice, a fixed contractual minimum cannot be determined at the outset of the agreement. Thus, at a given point the Company may only recognize minimum royalty revenue to be received 60-90 days in the future, as there are no guarantees beyond the minimum cancellation period. This is a slight acceleration compared to previous guidance, which did not permit future minimum royalties to be recognized in an earlier period. The cumulative adjustment to accumulated deficit upon adoption at January 1, 2018 related to this acceleration in revenue recognition was not material, at approximately $32,000.

Sales-based royalties in excess of annual minimums are considered variable consideration. Sales-based or usage-based royalty based on an intellectual property license prohibits recognition of the royalty until sales or other activities occur. Historically, there has been a short lag before the Company was notified of a customer’s previous period sales, and thus sales greater than minimum royalties were recognized in arrears as these amounts became known. Under ASC 606 the Company is now required to record an estimate of sales in excess of minimums even if the exact amount is unknown. Given the Company’s relatively low revenues overall and the unpredictable nature of these sales-based royalties, such acceleration under ASC 606 has not been material. A cumulative adjustment of approximately $78,000 was recognized upon adoption as a result of this acceleration. Amounts that have been recognized as revenue but not yet billed to customers are presented as unbilled receivables on the Company’s balance sheet.

Up-Front Licensing and Patent Transfer Fees

Each of the Company’s licensing agreements contains a non-refundable up-front licensing fee for use by the customer of the related IP. The Company’s IP license grants and patent transfers are considered to be functional IP as each has immediate standalone value and distinct performance obligations and as such, revenue is recognized upon transfer of control to the customer. This is considered fixed consideration under ASC 606 and is allocated entirely to the IP grant at the amount stated in the agreement. This is consistent with the previous guidance and as such, the adoption of ASC 606 had no effect on this revenue stream as all performance obligations under existing agreements had already been satisfied, fees had been collected from customers, and the related revenues had already been recognized prior to adoption.

Milestone Payments from Sublicense and Patent Transfer Agreements

A few of the Company’s agreements with customers contain payments related to the achievement of specific milestones. However, as no milestones have been reached under these agreements in several years and the Company does not expect to achieve the remaining milestones under existing agreements, these potential amounts are excluded from the transaction price, and the adoption of ASC 606 had no effect on this revenue stream. The Company will, however, continue to update its assessment in future reporting periods regarding the likelihood of achieving outstanding milestones.

Diagnostic Service Revenue

This revenue stream is related to the performance of clinical laboratory tests and has come primarily from insurance companies and government payors, such as Medicare and Medicaid in the United States. Some revenue also comes from international private payors. Diagnostic services revenue to date has been recognized on a cash collection basis due to (i) the highly complex insurance and governmental regulations and practices that vary based on state, third party payor, etc., (ii) the Company’s relatively short commercial history with uncollected billings, (iii) the Company’s fairly high percentage of services that are billed and not collected, and (iv) significant lag times between when a sample is processed and when payment is received. While distinct performance obligations and stand-alone selling prices can be identified, we do not believe these agreements meet the criteria for contracts with a customer under ASC 606 because it is not probable that the entity will collect substantially all the consideration to which it will be entitled in exchange for the goods and services transferred, nor can it reliably determine the expected transaction price. Therefore, the Company has continued to recognize this revenue on a cash basis as it did under the previous guidance. Thus, the adoption of ASC 606 did not affect this revenue stream.

Clinical Research Revenue

This revenue stream consists primarily of sales of urine and blood collection supplies and testing services under agreements with distributors and with pharmaceutical companies. These agreements meet the criteria for contracts with a customer, have fixed prices and quantities for goods (supplies) and services (tests), and each good or service represents a distinct performance obligation and has a stand-alone selling price that is independent of other purchases by the customer. Performance obligations are satisfied when goods or services are provided to the customer under ASC 606. Because testing services are very short in duration (less than two weeks) and have relatively low prices and low volumes, related costs are expensed immediately rather than recorded as contract assets, as the results would not differ significantly. Standard payment terms apply to these agreements, and thus there is no financing component nor prepayments that would result in a contract liability. Customers are invoiced and revenue is recognized simultaneously upon shipment or delivery of test results at the stated amounts per the contract, which is consistent with previous guidance. Thus, the adoption of ASC 606 did not affect reported amounts for this revenue stream.

Transaction Price Allocated to Future Performance Obligations

Licensing and patent transfer agreements may contain three possible revenue sources: up-front licensing fees, sales-based royalties and potential milestone revenue. However, all of the Company’s existing agreements of this type contained only a single performance obligation to provide the functional IP to the customer at the outset of the agreement. While the Company continues to receive related sales-based royalties, the related performance obligations were satisfied in previous years and thus the Company has no future performance obligations under these agreements.

Fair Value Measurements

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value Measurements

The following table presents the Company’s assets and liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of March 31, 2018 and December 31, 2017:



	Fair Value Measurements at March 31, 2018
	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Money market fund (1)	$	6,840,505	$	—	$	—	$	6,840,505
Total Assets	$	6,840,505	$	—	$	—	$	6,840,505
Liabilities:
Derivative financial instruments—warrants	$	—	$	—	$	779,076	$	779,076
Total Liabilities	$	—	$	—	$	779,076	$	779,076



	Fair Value Measurements at December 31, 2017
	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Money market fund (1)	$	8,309,964	$	—	$	—	$	8,309,964
Total Assets	$	8,309,964	$	—	$	—	$	8,309,964
Liabilities:
Derivative financial instruments—warrants	$	—	$	—	$	649,387	$	649,387
Total Liabilities	$	—	$	—	$	649,387	$	649,387

(1) Included as a component of cash and cash equivalents on the accompanying condensed consolidated balance sheets.

The following table sets forth a summary of changes in the fair value of the Company’s Level 3 liabilities for the three months ended March 31, 2018:



Description	Balance at December 31, 2017		Realized (gains) or losses		Balance at March 31, 2018
Derivative financial instruments—warrants	$	649,387	$	129,689	$	779,076

The change in the fair value of the “derivative financial instruments—warrants” is recorded as a gain or loss in the Company’s consolidated statement of operations. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. At each reporting period, the Company reviews the assets and liabilities that are subject to ASC Topic 815-40 and ASC Topic 480-10. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs or instruments that trade infrequently and therefore have little or no price transparency are classified as Level 3.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Property and Equipment

3 Months Ended

Mar. 31, 2018

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consist of the following:



	As of March 31, 2018			As of December 31, 2017
Furniture and office equipment	$	1,076,709		$	1,076,709
Leasehold improvements	1,994,514			1,994,514
Laboratory equipment	1,431,681			1,426,581
	4,502,904			4,497,804
Less—accumulated depreciation and amortization	(2,279,307		)	(2,071,492		)
Property and equipment, net	$	2,223,597		$	2,426,312

Equipment Line of Credit	3 Months Ended
Equipment Line of Credit	Mar. 31, 2018
Debt Disclosure [Abstract]
Equipment Line of Credit	Equipment Line of Credit In November 2015, the Company entered into a Loan and Security Agreement (“Equipment Line of Credit”) with SVB that provided for cash borrowings for equipment (“Equipment Advances”) of up to $2.0 million, secured by the equipment financed. Under the terms of the agreement, interest is equal to 1.25% above the Prime Rate. At March 31, 2018, the interest rate was 6.00%. Interest only payments are due on borrowings through November 30, 2016, with both interest and principal payments commencing in December 2016. All unpaid principal and interest on each Equipment Advance will be due on November 1, 2019. The Company has an obligation to make a final payment equal to 7% of total amounts borrowed at the loan maturity date. The Company is also subject to certain affirmative and negative covenants under the Equipment Line of Credit. On June 20, 2017, the Company received a Notice of Event of Default (“Default Letter”) from SVB which stated that Events of Default had occurred and SVB will decide in its sole discretion whether or not to exercise rights and remedies. The Company does not agree that the loan is in Default, but pursuant to the Default Letter from SVB, the Company classified the entire balance of $1,174,989 as a current liability as of March 31, 2018 and also recorded accrued interest at a default rate. The Company recorded $24,236 in interest expense related to the Equipment Line of Credit during the three months ended March 31, 2018. The Company paid off the Equipment Line of Credit on April 6, 2018. Refer to Note 10 to the condensed consolidated financial statements for further information.

Derivative Financial Instruments - Warrants

3 Months Ended

Mar. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments - Warrants

Derivative Financial Instruments — Warrants

Based upon the Company’s analysis of the criteria contained in ASC Topic 815-40, Contracts in Entity’s Own Equity (“ASC 815-40”) or ASC Topic 480-10, Distinguishing Liabilities from Equity (“ASC 480-10”), Trovagene determined that certain warrants issued in connection with the execution of certain equity financings must be recorded as derivative liabilities. In accordance with ASC 815-40 and ASC 480-10, the warrants are also being re-measured at each balance sheet date based on estimated fair value, and any resultant change in fair value is being recorded in the Company’s condensed consolidated statements of operations. The Company estimates the fair value of these warrants using the Black-Scholes option pricing model.

The range of assumptions used to determine the fair value of the warrants valued using the Black-Scholes option pricing model during the periods indicated was:



	Three Months Ended March 31,
	2018		2017
Estimated fair value of Trovagene common stock	0.31-0.35		1.15-2.10
Expected warrant term	0.8-5.1 years		1.8-2.0 years
Risk-free interest rate	1.76-2.54%		1.20-1.27%
Expected volatility	91-116%		94-98%
Dividend yield	0	%	0	%

Expected volatility is based on historical volatility of Trovagene’s common stock. The warrants have a transferability provision and based on guidance provided in Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment (“SAB No. 107”), for instruments issued with such a provision, Trovagene used the remaining contractual term as the expected term of the warrants. The risk free rate is based on the U.S. Treasury security rates consistent with the expected remaining term of the warrants at each balance sheet date.

The following table sets forth the components of changes in the Company’s derivative financial instruments—warrants liability balance, valued using the Black-Scholes option pricing method, for the periods indicated.



Date	Description	Number of Warrants	Derivative Instrument Liability
December 31, 2017	Balance of derivative financial instruments—warrants liability	5,610,921	$	649,387
	Change in fair value of derivative financial instruments—warrants during the period recognized as a loss in the condensed consolidated statements of operations	—	129,689
March 31, 2018	Balance of derivative financial instruments—warrants liability	5,610,921	$	779,076

Stockholders' Equity

3 Months Ended

Mar. 31, 2018

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Stockholders’ Equity

Common Stock

During the three months ended March 31, 2018, the Company issued a total of 6,041,369 shares of Common Stock. 5,136,667 shares were issued upon exercise of warrants for a weighted-average price of $0.28. In addition, 904,702 shares were issued upon vesting of restricted stock units (“RSU”).

Stock Options

Stock-based compensation expense related to Trovagene equity awards have been recognized in operating results as follow:



	Three Months Ended March 31,
	2018		2017
Included in research and development expense	$	395,709	$	372,200
Included in cost of revenue	39,631		26,156
Included in selling, general and administrative expense	970,791		601,309
Benefit from restructuring	—		(78,866		)
Total stock-based compensation expense	$	1,406,131	$	920,799

The unrecognized compensation cost related to non-vested stock options outstanding at March 31, 2018 and 2017, net of expected forfeitures, was $2,662,066 and $5,677,247, respectively, which is expected to be recognized over a weighted-average remaining vesting period of 1.8 and 2.6 years, respectively. The weighted-average remaining contractual term of outstanding options as of March 31, 2018 was approximately 8.1 years. The total fair value of stock options vested during the three months ended March 31, 2018 and 2017 was $971,488 and $1,526,211, respectively.

The estimated fair value of stock option awards was determined on the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions during the following periods indicated:



	Three Months Ended March 31,
	2018		2017 (1)
Risk-free interest rate	2.43	%	0	%
Dividend yield	0	%	0	%
Expected volatility	90.28	%	0	%
Expected term	5.2 years		0

(1) No options granted during the three months ended March 31, 2017.

A summary of stock option activity and changes in stock options outstanding is presented below:



	Total Options		Weighted-Average Exercise Price Per Share		Intrinsic Value
Balance outstanding, December 31, 2017	4,490,475		$	4.04	$	—
Granted	3,132,831		$	0.30
Canceled / Forfeited	(35,000	)	$	5.82
Balance outstanding, March 31, 2018	7,588,306		$	2.49	$	154,135
Exercisable at March 31, 2018	5,156,223		$	2.71	$	109,892

On June 13, 2017, the number of authorized shares in the Trovagene 2014 Equity Incentive Plan (“2014 EIP”) was increased from 7,500,000 to 9,500,000. As of March 31, 2018 there were 338,957 shares available for issuance under the 2014 EIP.

Restricted Stock Units

There were no RSU granted during the three months ended March 31, 2018. The weighted-average grant date fair value of the RSU $2.05 per share during the three months ended March 31, 2017.

A summary of the RSU activity is presented below:



	Number of Shares		Weighted-Average Grant Date Fair Value Per Share		Intrinsic Value
Non-vested RSU outstanding, December 31, 2017	1,274,302		$	1.43	$	391,848
Vested	(904,702	)	$	1.18	$	266,461
Non-vested RSU outstanding, March 31, 2018	369,600		$	2.05	$	129,064

At March 31, 2018 and 2017, total unrecognized compensation costs related to non-vested RSU were $602,134 and $1,603,214, which are expected to be recognized over a weighted-average period of 2.8 and 3.3 years, respectively. The total fair values of vested RSU during the three months ended March 31, 2018 and 2017 were $1,070,914 and $1,091,580, respectively.

Warrants

A summary of warrant activity and changes in warrants outstanding, including both liability and equity classifications is presented below:



	Total Warrants (1)		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term (1)
Balance outstanding, December 31, 2017	23,238,853		$	0.95	4.4
Exercised	(4,820,000	)	$	0.30
Balance outstanding, March 31, 2018	18,418,853		$	1.11	4.0

(1) Excluded the pre-funded warrants to purchase 316,667 shares of common stock at a nominal exercise price of $0.01 per share. The pre-warrants were exercised in full during the three months ended March 31, 2018.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Employment Agreements The Company has longer-term contractual commitments with various employees. Certain employment agreements provide for severance payments. Lease Agreements The Company leases approximately 26,100 square feet of office and laboratory space at a monthly rental rate of approximately $68,000. The lease will expire on December 31, 2021. The Company currently subleases certain office space and records the rental receipt under the subleases as a reduction of its rent expense. License and Service Agreements In March 2017, the Company entered into a license agreement with Nerviano Medical Sciences S.r.l. (“Nerviano”) which granted the Company development and commercialization rights to NMS-1286937, which Trovagene refers to as PCM-075. PCM-075 is an oral, investigative drug and a highly-selective adenosine triphosphate competitive inhibitor of the serine/threonine PLK 1. The Company plans to develop PCM-075 in patients with hematologic malignancies and solid tumor cancers. Upon execution of the agreement, the Company paid $2.0 million in license fees which were expensed to research and development costs during the year ended December 31, 2017. Under the agreement, the Company is committed to pay $1.0 million for services provided by Nerviano, such as the costs to manufacture drug product, no later than June 30, 2019. As of March 31, 2018, approximately $200,000 has been paid for services provided. Terms of the agreement also provide for the Company to pay royalties based on certain development and sales milestones. The Company is a party to various agreements under which it licenses technology on an exclusive basis in the field of human diagnostics. License fees are generally calculated as a percentage of product revenues, with rates that vary by agreement. To date, payments have not been material. Litigation Trovagene does not believe that the Company has legal liabilities that are probable or reasonably possible that require either accrual or disclosure. From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in matters may arise from time to time that may harm the Company’s business. As of the date of this report, management believes that there are no claims against the Company, which it believes will result in a material adverse effect on the Company’s business or financial condition.

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	Subsequent Event On April 6, 2018, the Company paid approximately $1,100,000 to SVB. This payment repaid the outstanding Equipment Line of Credit loan in full.

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2018
Accounting Policies [Abstract]
Revenue Recognition	Revenue Recognition The Company recognizes revenue when control of its products and services is transferred to its customers in an amount that reflects the consideration it expects to receive from its customers in exchange for those products and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The Company recognizes revenue for satisfied performance obligations only when it determines there are no uncertainties regarding payment terms or transfer of control. For sales-based royalties, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Royalty and License Revenues The Company licenses and sublicenses its patent rights to healthcare companies, medical laboratories and biotechnology partners. These agreements may involve multiple elements such as license fees, royalties and milestone payments. Revenue is recognized when the criteria described above have been met as well as the following: •Up-front nonrefundable license fees pursuant to agreements under which the Company has no continuing performance obligations are recognized as revenues on the effective date of the agreement and when collection is reasonably assured. •Minimum royalties are recognized as earned, and royalties are earned based on the licensee’s use. The Company estimates and records licensee’s sales based on historical usage rate and collectability. Diagnostic Service Revenues Revenue for clinical laboratory tests may come from several sources, including commercial third-party payors, such as insurance companies and health maintenance organizations, government payors, such as Medicare and Medicaid in the United States, patient self-pay and, in some cases, from hospitals or referring laboratories who, in turn, might bill third-party payors for testing. This revenue stream does not meet the criteria for contracts with a customer under ASC 606 because it is not probable that the Company will collect substantially all the consideration to which it will be entitled in exchange for the goods and services transferred, nor can it reliably determine the expected transaction price. Therefore, the Company is recognizing diagnostic service revenue on the cash collection basis until such time as it is able to properly estimate collections on third party reimbursements. Clinical Research Revenue Revenue from clinical research consists of revenue from the sale of urine and blood collection supplies and tests performed under agreements with our clinical research and business development partners. Revenue is recognized when supplies and/or test results are delivered, which is when control of the product is deemed to be transferred.
Net Loss Per Share	Net Loss Per Share Basic and diluted net loss per share is presented in conformity with ASC Topic 260, Earnings per Share, for all periods presented. In accordance with this guidance, basic net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted-average common shares outstanding during the period. Preferred dividends are included in income available to common stockholders in the computation of basic and diluted earnings per share. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and common share equivalents outstanding for the period. Common share equivalents are only included when their effect is dilutive.
Recent Accounting Pronouncements	Change in Accounting Principle In August 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-15, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which includes amendments that clarify how certain cash receipts and cash payments are presented in the statement of cash flows. ASU 2016-15 also provides guidance clarifying when an entity should separate cash receipts and cash payments and classify them into more than one class of cash flows. The Company adopted ASU 2016-15 as of January 1, 2018. The adoption of ASU 2016-15 had no material impact on its consolidated statements of cash flows. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The new standard is based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Since its initial release, the FASB has issued several amendments to the standard, which include clarification of accounting guidance related to identification of performance obligations, intellectual property licenses, and principle versus agent considerations. ASU 2014-09 and all subsequent amendments (collectively, “ASC 606”) became effective for the Company on January 1, 2018. The Company adopted ASC 606 on January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. Refer to Note 3 to the condensed consolidated financial statements for further details. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for most leases. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The new standard will impact the Company’s accounting for its office leases and the Company is currently evaluating the impact of the new standard on its consolidated financial statements.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Schedule of Computation of Basic and Diluted Earnings per Share

The following table sets forth the computation of basic and diluted earnings per share:



	Three Months Ended March 31,
	2018			2017
Numerator: Net loss attributable to common shareholders	$	(4,792,237	)	$	(10,005,597	)
Adjustment for gain from change in fair value of derivative financial instruments—warrants	—			—
Net loss used for diluted loss per share	$	(4,792,237	)	$	(10,005,597	)
Denominator for basic and diluted net loss per share:
Weighted-average shares used to compute basic loss per share	55,364,438			30,961,014
Adjustments to reflect assumed exercise of warrants	—			—
Weighted-average shares used to compute diluted net loss per share	55,364,438			30,961,014
Net loss per share attributable to common stockholders:
Basic	$	(0.09	)	$	(0.32	)
Diluted	$	(0.09	)	$	(0.32	)

Schedule of Antidilutive Securities Excluded from the Calculation of Diluted Net Loss per Share

The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their effect was anti-dilutive:



	March 31,
	2018	2017
Options to purchase Common Stock	7,588,306	4,687,566
Warrants to purchase Common Stock	18,418,853	5,505,901
Restricted Stock Units	369,600	976,991
Series A Convertible Preferred Stock	63,125	63,125
	26,439,884	11,233,583

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Schedule of the Company’s Assets and Liabilities that are Measured and Recognized at Fair Value on a Recurring Basis Classified Under the Appropriate Level of the Fair Value Hierarchy



	Fair Value Measurements at March 31, 2018
	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Money market fund (1)	$	6,840,505	$	—	$	—	$	6,840,505
Total Assets	$	6,840,505	$	—	$	—	$	6,840,505
Liabilities:
Derivative financial instruments—warrants	$	—	$	—	$	779,076	$	779,076
Total Liabilities	$	—	$	—	$	779,076	$	779,076



	Fair Value Measurements at December 31, 2017
	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Money market fund (1)	$	8,309,964	$	—	$	—	$	8,309,964
Total Assets	$	8,309,964	$	—	$	—	$	8,309,964
Liabilities:
Derivative financial instruments—warrants	$	—	$	—	$	649,387	$	649,387
Total Liabilities	$	—	$	—	$	649,387	$	649,387

(1) Included as a component of cash and cash equivalents on the accompanying condensed consolidated balance sheets.

Schedule of Changes in the Fair Value of the Company’s Level 3 Liabilities

The following table sets forth a summary of changes in the fair value of the Company’s Level 3 liabilities for the three months ended March 31, 2018:



Description	Balance at December 31, 2017		Realized (gains) or losses		Balance at March 31, 2018
Derivative financial instruments—warrants	$	649,387	$	129,689	$	779,076

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2018

Property, Plant and Equipment [Abstract]

Schedule of Components of Property and Equipment

Property and equipment consist of the following:



	As of March 31, 2018			As of December 31, 2017
Furniture and office equipment	$	1,076,709		$	1,076,709
Leasehold improvements	1,994,514			1,994,514
Laboratory equipment	1,431,681			1,426,581
	4,502,904			4,497,804
Less—accumulated depreciation and amortization	(2,279,307		)	(2,071,492		)
Property and equipment, net	$	2,223,597		$	2,426,312

Derivative Financial Instruments - Warrants (Tables) - Black Scholes Option Pricing Method

3 Months Ended

Mar. 31, 2018

Derivative financial instruments

Schedule of Assumptions Used to Determine the Fair Value of the Warrants

The range of assumptions used to determine the fair value of the warrants valued using the Black-Scholes option pricing model during the periods indicated was:



	Three Months Ended March 31,
	2018		2017
Estimated fair value of Trovagene common stock	0.31-0.35		1.15-2.10
Expected warrant term	0.8-5.1 years		1.8-2.0 years
Risk-free interest rate	1.76-2.54%		1.20-1.27%
Expected volatility	91-116%		94-98%
Dividend yield	0	%	0	%

Schedule of Components of Changes in the Company’s Derivative Financial Instruments Liability Balance



Date	Description	Number of Warrants	Derivative Instrument Liability
December 31, 2017	Balance of derivative financial instruments—warrants liability	5,610,921	$	649,387
	Change in fair value of derivative financial instruments—warrants during the period recognized as a loss in the condensed consolidated statements of operations	—	129,689
March 31, 2018	Balance of derivative financial instruments—warrants liability	5,610,921	$	779,076

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2018

Stockholders' Equity Note [Abstract]

Schedule of Stock-Based Compensation Expense

Stock-based compensation expense related to Trovagene equity awards have been recognized in operating results as follow:



	Three Months Ended March 31,
	2018		2017
Included in research and development expense	$	395,709	$	372,200
Included in cost of revenue	39,631		26,156
Included in selling, general and administrative expense	970,791		601,309
Benefit from restructuring	—		(78,866		)
Total stock-based compensation expense	$	1,406,131	$	920,799

Schedule of Assumptions to Estimate Fair Value of Stock Option Awards



	Three Months Ended March 31,
	2018		2017 (1)
Risk-free interest rate	2.43	%	0	%
Dividend yield	0	%	0	%
Expected volatility	90.28	%	0	%
Expected term	5.2 years		0

(1) No options granted during the three months ended March 31, 2017.

Summary of Stock Option Activity and of Changes in Stock Options Outstanding

A summary of stock option activity and changes in stock options outstanding is presented below:



	Total Options		Weighted-Average Exercise Price Per Share		Intrinsic Value
Balance outstanding, December 31, 2017	4,490,475		$	4.04	$	—
Granted	3,132,831		$	0.30
Canceled / Forfeited	(35,000	)	$	5.82
Balance outstanding, March 31, 2018	7,588,306		$	2.49	$	154,135
Exercisable at March 31, 2018	5,156,223		$	2.71	$	109,892

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity

A summary of the RSU activity is presented below:



	Number of Shares		Weighted-Average Grant Date Fair Value Per Share		Intrinsic Value
Non-vested RSU outstanding, December 31, 2017	1,274,302		$	1.43	$	391,848
Vested	(904,702	)	$	1.18	$	266,461
Non-vested RSU outstanding, March 31, 2018	369,600		$	2.05	$	129,064

Summary of Warrant Activity and Changes in Warrants Outstanding

A summary of warrant activity and changes in warrants outstanding, including both liability and equity classifications is presented below:



	Total Warrants (1)		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term (1)
Balance outstanding, December 31, 2017	23,238,853		$	0.95	4.4
Exercised	(4,820,000	)	$	0.30
Balance outstanding, March 31, 2018	18,418,853		$	1.11	4.0

- Definition

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

+ References + Details

Organization and Basis of Presentation (Details) - USD ($)	3 Months Ended		4 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Apr. 30, 2018
Subsequent Event [Line Items]
Proceeds from exercise of warrants	$ 1,449,167	$ 0
Warrants exercised (in shares)	4,820,000
Subsequent Event
Subsequent Event [Line Items]
Proceeds from exercise of warrants			$ 1,600,000
Common Stock
Subsequent Event [Line Items]
Warrants exercised (in shares)	5,136,667
Common Stock \| Subsequent Event
Subsequent Event [Line Items]
Warrants exercised (in shares)			5,681,667

Summary of Significant Accounting Policies - Net Loss Per Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Numerator:
Numerator: Net loss attributable to common shareholders	$ (4,792,237)	$ (10,005,597)
Adjustment for gain from change in fair value of derivative financial instruments—warrants	0	0
Net loss used for diluted loss per share	$ (4,792,237)	$ (10,005,597)
Denominator for basic and diluted net loss per share:
Weighted-average shares used to compute basic loss per share (in shares)	55,364,438	30,961,014
Adjustments to reflect assumed exercise of warrants (in shares)	0	0
Weighted-average shares used to compute diluted net loss per share (in shares)	55,364,438	30,961,014
Net loss per share attributable to common stockholders:
Net loss per common share - basic (in USD per share)	$ (0.09)	$ (0.32)
Net loss per common share - diluted (in USD per share)	$ (0.09)	$ (0.32)

Summary of Significant Accounting Policies - Antidilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Net Loss Per Share
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares)	26,439,884	11,233,583
Stock Option
Net Loss Per Share
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares)	7,588,306	4,687,566
Warrants
Net Loss Per Share
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares)	18,418,853	5,505,901
Restricted Stock Units
Net Loss Per Share
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares)	369,600	976,991
Series A Convertible Preferred Stock
Net Loss Per Share
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares)	63,125	63,125

Revenue (Details) - USD ($)		3 Months Ended		12 Months Ended
Revenue (Details) - USD ($)	Jan. 01, 2018	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Accumulated deficit		$ (177,728,501)		$ (173,046,186)
Assets		10,408,519		12,284,941
Equity		4,679,090		6,506,107
Revenues		100,136	$ 95,038
Royalty revenue		49,055	$ 65,826
Difference between Revenue Guidance in Effect before and after Topic 606 \| Accounting Standards Update 2014-09
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Accumulated deficit	$ 109,922
Unbilled receivables	$ 109,922
Assets		30,667
Equity		30,667
Revenues		59,263
Royalty revenue		$ 18,326		$ (77,589)
Earnings per share-basic and diluted (in USD per share)	$ 0.001
Minimum
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Duration to cancel agreements		60 days
Recognize minimum royalty revenue, duration in future		60 days
Maximum
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Duration to cancel agreements		90 days
Recognize minimum royalty revenue, duration in future		90 days
Performance Obligation \| Difference between Revenue Guidance in Effect before and after Topic 606 \| Accounting Standards Update 2014-09
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Accumulated deficit	$ (32,000)
Royalty Arrangement \| Difference between Revenue Guidance in Effect before and after Topic 606 \| Accounting Standards Update 2014-09
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Accumulated deficit	$ (78,000)

Fair Value Measurements - Fair Value of Assets and Liabilities (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Liabilities:
Derivative financial instruments—warrants	$ 779,076	$ 649,387
Estimate of Fair Value Measurement \| Recurring basis
Assets:
Money market fund	6,840,505	8,309,964
Total Assets	6,840,505	8,309,964
Liabilities:
Derivative financial instruments—warrants	779,076	649,387
Total Liabilities	779,076	649,387
Estimate of Fair Value Measurement \| Recurring basis \| Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)
Assets:
Money market fund	6,840,505	8,309,964
Total Assets	6,840,505	8,309,964
Liabilities:
Derivative financial instruments—warrants	0	0
Total Liabilities	0	0
Estimate of Fair Value Measurement \| Recurring basis \| Significant Other Observable Inputs (Level 2)
Assets:
Money market fund	0	0
Total Assets	0	0
Liabilities:
Derivative financial instruments—warrants	0	0
Total Liabilities	0	0
Estimate of Fair Value Measurement \| Recurring basis \| Significant Unobservable Inputs (Level 3)
Assets:
Money market fund	0	0
Total Assets	0	0
Liabilities:
Derivative financial instruments—warrants	779,076	649,387
Total Liabilities	$ 779,076	$ 649,387

Fair Value Measurements - Changes in Fair Value of Level 3 Liabilities (Details) - Warrants	3 Months Ended
	Mar. 31, 2018 USD ($)
Reconciliation of the beginning and ending balances
Balance at December 31, 2017	$ 649,387
Realized (gains) or losses	129,689
Balance at March 31, 2018	$ 779,076

Property and Equipment (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Property, equipment and depreciation and amortization
Property and equipment, gross	$ 4,502,904	$ 4,497,804
Less—accumulated depreciation and amortization	(2,279,307)	(2,071,492)
Property and equipment, net	2,223,597	2,426,312
Furniture and office equipment
Property, equipment and depreciation and amortization
Property and equipment, gross	1,076,709	1,076,709
Leasehold improvements
Property, equipment and depreciation and amortization
Property and equipment, gross	1,994,514	1,994,514
Laboratory equipment
Property, equipment and depreciation and amortization
Property and equipment, gross	$ 1,431,681	$ 1,426,581

Equipment Line of Credit (Details) - Line of Credit - USD ($)	1 Months Ended	3 Months Ended
	Nov. 30, 2015	Mar. 31, 2018
Line of Credit Facility [Line Items]
Line of credit borrowing capacity (up to)	$ 2,000,000
Interest rate at end of period		6.00%
Final payment of total amounts borrowed, percentage	7.00%
Line of credit balance		$ 1,174,989
Interest expenses recorded		$ 24,236
Prime Rate
Line of Credit Facility [Line Items]
Interest above base rate	1.25%

Derivative Financial Instruments - Warrants (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Changes in the Company's derivative financial instruments liability balance
Balance of warrants outstanding at the beginning of the period (in shares)	23,238,853
Balance of warrants outstanding at the end of the period (in shares)	18,418,853
Balance of derivative financial instruments—warrants liability	$ 649,387
Change in fair value of derivative financial instruments—warrants during the period recognized as a loss in the condensed consolidated statements of operations	129,689	$ (555,506)
Balance of derivative financial instruments—warrants liability	$ 779,076
Warrants \| Black Scholes Option Pricing Method
Range of assumptions used to determine the fair value of warrants
Dividend yield (as a percent)	0.00%	0.00%
Changes in the Company's derivative financial instruments liability balance
Balance of warrants outstanding at the beginning of the period (in shares)	5,610,921
Balance of warrants outstanding at the end of the period (in shares)	5,610,921
Balance of derivative financial instruments—warrants liability	$ 649,387
Balance of derivative financial instruments—warrants liability	$ 779,076
Warrants \| Black Scholes Option Pricing Method \| Minimum
Range of assumptions used to determine the fair value of warrants
Estimated fair value of Trovagene common stock (in dollars per share)	$ 0.31	$ 1.15
Expected warrant term	9 months	1 year 9 months
Risk-free interest rate	1.76%	1.20%
Expected volatility (as a percent)	91.00%	94.00%
Warrants \| Black Scholes Option Pricing Method \| Maximum
Range of assumptions used to determine the fair value of warrants
Estimated fair value of Trovagene common stock (in dollars per share)	$ 0.35	$ 2.10
Expected warrant term	5 years 1 month	2 years
Risk-free interest rate	2.54%	1.27%
Expected volatility (as a percent)	116.00%	98.00%

Stockholders' Equity - Common Stock (Details)	3 Months Ended
Stockholders' Equity - Common Stock (Details)	Mar. 31, 2018 $ / shares shares
Class of Stock [Line Items]
Warrants exercised (in shares)	4,820,000
Restricted stock units issued during period (in shares)	904,702
Common Stock
Class of Stock [Line Items]
Shares of common stock issued (in shares)	6,041,369
Warrants exercised (in shares)	5,136,667
Common stock, price per share (in dollars per share) \| $ / shares	$ 0.28

Stockholders' Equity - Stock-based Compensation Expense (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Stock-based compensation expense
Total stock based compensation expense	$ 1,406,131	$ 920,799
Options vested in period, fair value	971,488	1,526,211
Research and Development Expense
Stock-based compensation expense
Total stock based compensation expense	395,709	372,200
Cost of Revenue
Stock-based compensation expense
Total stock based compensation expense	39,631	26,156
Included in selling, general and administrative expense
Stock-based compensation expense
Total stock based compensation expense	970,791	601,309
Benefit from restructuring
Stock-based compensation expense
Total stock based compensation expense	0	(78,866)
Stock Option
Stock-based compensation expense
Unrecognized compensation cost	$ 2,662,066	$ 5,677,247
Weighted-average remaining vesting period for recognition	1 year 9 months 15 days	2 years 7 months 10 days
Options outstanding, weighted average contractual life	8 years 26 days

Stockholders' Equity - Stock Option Activity (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Jun. 13, 2017	Jun. 12, 2017
Stock Option
Weighted-average assumptions
Risk-free interest rate	2.43%	0.00%
Dividend yield (as a percent)	0.00%	0.00%
Expected volatility (as a percent)	90.28%	0.00%
Expected term	5 years 2 months 23 days	0 years
Number of Options
Balance outstanding at the beginning of the period (in shares)	4,490,475
Granted (in shares)	3,132,831	0
Cancelled / Forfeited (in shares)	(35,000)
Balance outstanding at the end of the period (in shares)	7,588,306
Vested and exercisable at the end of the period (in shares)	5,156,223
Weighted Average Exercise Price Per Share
Balance outstanding at the beginning of the period (in USD per share)	$ 4.04
Granted (in USD per share)	0.30
Canceled / Forfeited (in USD per share)	5.82
Balance outstanding at the end of the period (in USD per share)	2.49
Vested and exercisable at the end of the period (in USD per share)	$ 2.71
Additional Disclosures
Options outstanding, intrinsic value	$ 154,135		$ 0
Vested and exercisable at the end of the period, intrinsic value	$ 109,892
2014 EIP
Additional Disclosures
Authorized shares under the plan (in shares)				9,500,000	7,500,000
Number of remaining shares available for issuance (in shares)	338,957

Stockholders' Equity - Restricted Stock Units (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Weighted-Average Grant Date Fair Value Per Share
Equity instruments other than options, aggregate intrinsic value, vested	$ 266,461
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs Granted (in shares)	0
Grants in period, weighted average grant date (in USD per share)		$ 2.05
Number of Shares
Non-vested at beginning of period (in shares)	1,274,302
Vested (in shares)	(904,702)
Non-vested at end of period (in shares)	369,600
Weighted-Average Grant Date Fair Value Per Share
Nonvested, weighted average grant date fair value at end of period (in USD per share)	$ 1.43
Vested, weighted average grant date fair value (in USD per share)	1.18
Nonvested, weighted average grant date fair value at end of period (in USD per share)	$ 2.05
Equity instruments other than options, aggregate intrinsic value, nonvested	$ 129,064		$ 391,848
Share-based compensation cost not yet recognized	$ 602,134	$ 1,603,214
Weighted-average remaining vesting period for recognition	2 years 9 months 4 days	3 years 3 months 15 days
Equity instruments other than options, vested in period, fair value	$ 1,070,914	$ 1,091,580

Stockholders' Equity - Warrants (Details) - $ / shares	3 Months Ended	12 Months Ended
Stockholders' Equity - Warrants (Details) - $ / shares	Mar. 31, 2018	Dec. 31, 2016
Number of Warrants
Balance of warrants outstanding at the beginning of the period (in shares)	23,238,853
Warrants exercised (in shares)	(4,820,000)
Balance of warrants outstanding at the end of the period (in shares)	18,418,853
Weighted Average Exercise Price Per Share
Weighted average exercise price of warrants at the beginning of the period (in USD per share)	$ 0.95
Exercised (in USD per share)	0.30
Weighted average exercise price of warrants at the end of the period (in USD per share)	$ 1.11
Term
Weighted-Average Remaining Contractual Term (1)	3 years 11 months 27 days	4 years 4 months 21 days
Public Offering \| Pre-funded Warrant
Number of Warrants
Warrants exercised (in shares)	(316,667)
Term
Common stock, price per share (in dollars per share)	$ 0.01

Commitments and Contingencies (Details) $ in Thousands	3 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Mar. 31, 2018 USD ($) ft²
Commitments and Contingencies Disclosure [Abstract]
Area under lease (in square feet) \| ft²	26,100
Monthly rental rate \| $	$ 68

Commitments and Contingencies - Research and Development Agreements (Details) - Norviano - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Other Commitments [Line Items]
Other commitment	$ 1,000,000
Licensing Agreements
Other Commitments [Line Items]
Research and development expense		$ 2,000,000
Research and Development Arrangement \| Research and Development Expense
Other Commitments [Line Items]
Research and development expense	$ 200,000

Subsequent Events (Details)	Apr. 06, 2018 USD ($)
Line of Credit \| Subsequent Event
Subsequent Event [Line Items]
Repayments of debt	$ 1,100,000