Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 06, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-32288 | ||
Entity Registrant Name | NEPHROS, INC. | ||
Entity Central Index Key | 0001196298 | ||
Entity Tax Identification Number | 13-3971809 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 380 Lackawanna Place | ||
Entity Address, City or Town | South Orange | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07079 | ||
City Area Code | (201) | ||
Local Phone Number | 343-5202 | ||
Title of 12(b) Security | Common stock, par value $0.001 per share | ||
Trading Symbol | NEPH | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 10,420,918 | ||
Entity Common Stock, Shares Outstanding | 10,543,675 | ||
Documents Incorporated by Reference [Text Block] | Certain portions of the registrant’s proxy statement to be filed with the Securities and Exchange Commission in connection with the 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K. The 2024 Proxy Statement will be filed within 120 days of December 31, 2023. | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Name | Baker Tilly US, LLP | ||
Auditor Location | Tewksbury, | ||
Auditor Firm ID | 23 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 4,307 | $ 3,634 |
Accounts receivable, net | 1,496 | 1,286 |
Inventory | 2,470 | 3,153 |
Prepaid expenses and other current assets | 132 | 188 |
Total current assets | 8,405 | 8,261 |
Property and equipment, net | 152 | 116 |
Lease right-of-use assets | 1,807 | 984 |
Intangible assets, net | 381 | 423 |
Goodwill | 759 | 759 |
License and supply agreement, net | 271 | 402 |
Other assets | 86 | 54 |
TOTAL ASSETS | 11,861 | 10,999 |
Current liabilities: | ||
Current portion of secured note payable | 71 | |
Accounts payable | 873 | 740 |
Accrued expenses | 794 | 285 |
Current portion of lease liabilities | 446 | 316 |
Total current liabilities | 2,113 | 1,412 |
Equipment financing, net of current portion | 1 | |
Lease liabilities, net of current portion | 1,390 | 705 |
TOTAL LIABILITIES | 3,503 | 2,118 |
COMMITMENTS AND CONTINGENCIES (Note 17) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, $.001 par value; 5,000,000 shares authorized at December 31, 2023 and 2022; no shares issued and outstanding at December 31, 2023 and 2022 | ||
Common stock, $.001 par value; 40,000,000 shares authorized at December 31, 2023 and 2022; 10,543,675 and 10,297,429 shares issued and outstanding at December 31, 2023 and 2022, respectively | 10 | 10 |
Additional paid-in capital | 152,754 | 148,413 |
Accumulated deficit | (144,406) | (142,831) |
Subtotal | 8,358 | 5,592 |
Noncontrolling interest | 3,289 | |
TOTAL STOCKHOLDERS’ EQUITY | 8,358 | 8,881 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 11,861 | $ 10,999 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 10,543,675 | 10,297,429 |
Common stock, shares outstanding | 10,543,675 | 10,297,429 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net revenue: | ||
Total net revenues | $ 14,238 | $ 9,975 |
Cost of goods sold | 5,833 | 5,244 |
Gross Margin | 8,405 | 4,731 |
Operating expenses: | ||
Research and development | 873 | 1,255 |
Depreciation and amortization | 214 | 218 |
Selling, general and administrative | 8,911 | 7,593 |
Total operating expenses | 9,998 | 9,066 |
Operating loss from continuing operations | (1,593) | (4,335) |
Other (expense) income: | ||
Interest expense | (2) | (20) |
Interest income | 64 | 14 |
Other (expense) income, net | (44) | 64 |
Total other income: | 18 | 58 |
Loss from continuing operations | (1,575) | (4,277) |
Net loss from discontinued operations | (2,829) | |
Net loss | (1,575) | (7,106) |
Less: undeclared deemed dividend attributable to noncontrolling interest | (276) | |
Net loss attributable to Nephros, Inc. shareholders | $ (1,575) | $ (7,382) |
Net loss per common share, basic from continuing operations | $ (0.15) | $ (0.42) |
Net loss per common share, diluted from continuing operations | (0.15) | (0.42) |
Net loss per common share, basic from discontinued operations | (0.28) | |
Net loss per common share, diluted from discontinued operations | (0.28) | |
Net loss per common share, basic | (0.15) | (0.70) |
Net loss per common share, diluted | (0.15) | (0.70) |
Net loss per common share, basic, attributable to continuing noncontrolling interest | (0.03) | |
Net loss per common share, diluted, attributable to continuing noncontrolling interest | (0.03) | |
Net loss per common share, basic, attributable to Nephros, Inc, shareholders | (0.15) | (0.73) |
Net loss per common share, diluted, attributable to Nephros, Inc, shareholders | $ (0.15) | $ (0.73) |
Weighted average common shares outstanding, basic | 10,386,018 | 10,297,134 |
Weighted average common shares outstanding, diluted | 10,386,018 | 10,297,134 |
Comprehensive loss: | ||
Other comprehensive loss, foreign currency translation adjustments, net of tax | $ (14) | |
Comprehensive loss | (1,575) | (7,120) |
Comprehensive loss attributable to continuing noncontrolling interest | (276) | |
Comprehensive loss attributable to Nephros, Inc. shareholders | (1,575) | (7,396) |
Product [Member] | ||
Net revenue: | ||
Total net revenues | 14,110 | 9,929 |
Royalty And Other Revenues [Member] | ||
Net revenue: | ||
Total net revenues | $ 128 | $ 46 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 10 | $ 147,346 | $ 64 | $ (135,725) | $ 11,695 | $ 3,054 | $ 14,749 |
Beginning balance, shares at Dec. 31, 2021 | 10,198,712 | ||||||
Net loss | (7,106) | (7,106) | (7,106) | ||||
Change in non-controlling interest | 188 | 188 | |||||
Restricted stock vesting | |||||||
Restricted stock vesting, shares | 44,732 | ||||||
Elimination of cumulative translation adjustment, upon closing of wholly owned foreign subsidiary | (64) | (64) | (64) | ||||
Exercise of warrants | 163 | 163 | 163 | ||||
Exercise of warrants, shares | 60,374 | ||||||
Restricted shares withheld for employee taxes | (31) | (31) | (31) | ||||
Restricted shares withheld for employee taxes, shares | (6,389) | ||||||
Stock-based compensation | 935 | 935 | 47 | 982 | |||
Ending balance, value at Dec. 31, 2022 | $ 10 | 148,413 | (142,831) | 5,592 | 3,289 | 8,881 | |
Ending balance, shares at Dec. 31, 2022 | 10,297,429 | ||||||
Net loss | (1,575) | (1,575) | (1,575) | ||||
Change in non-controlling interest | 3,262 | 3,262 | (3,262) | ||||
Restricted stock vesting | |||||||
Restricted stock vesting, shares | 187,503 | ||||||
Stock-based compensation | 1,079 | 1,079 | (27) | 1,052 | |||
Cashless exercise of stock options | |||||||
Cashless exercise of stock options, shares | 16,576 | ||||||
Ending balance, value at Dec. 31, 2023 | $ 10 | $ 152,754 | $ (144,406) | $ 8,358 | $ 8,358 | ||
Ending balance, shares at Dec. 31, 2023 | 10,501,508 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (1,575,000) | $ (7,106,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation of property and equipment | 39,000 | 93,000 |
Amortization of intangible assets, license and supply agreement and finance lease right-of-use asset | 175,000 | 258,000 |
Stock-based compensation | 1,052,000 | 982,000 |
Inventory impairments and writeoffs | 295,000 | 773,000 |
Increase (Decrease) in provision for bad debt | 11,000 | (1,000) |
Impairment of assets held for sale | 1,395,000 | |
Gain (Loss) on foreign currency transactions | (60,000) | |
Decrease (Increase) in operating assets: | ||
Accounts receivable | (221,000) | 357,000 |
Inventory | 387,000 | 765,000 |
Prepaid expenses and other current assets | 56,000 | 26,000 |
Change in right-of-use asset | (342,000) | 353,000 |
Other assets | (31,000) | 29,000 |
(Decrease) Increase in operating liabilities: | ||
Accounts payable | 133,000 | (593,000) |
Accrued expenses | 506,000 | (150,000) |
Lease liabilities | 342,000 | (355,000) |
Net cash provided by (used in) operating activities | 827,000 | (3,234,000) |
INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (75,000) | (137,000) |
Net cash used in investing activities | (75,000) | (137,000) |
FINANCING ACTIVITIES: | ||
Proceeds from sale of subsidiary preferred shares to noncontrolling interest | 188,000 | |
Payments on secured note payable | (71,000) | (271,000) |
Principal payments on finance lease liability | (7,000) | (12,000) |
Principal payments on equipment financing | (1,000) | (3,000) |
Payments to employee taxes on restricted stock | (31,000) | |
Proceeds from exercise of warrants | 163,000 | |
Net cash provided by (used in) financing activities | (79,000) | 34,000 |
Effect of exchange rates on | (2,000) | |
Net increase (decrease) in cash and cash equivalents | 673,000 | (3,339,000) |
Cash and cash equivalents, beginning of year | 3,634,000 | 6,973,000 |
Cash and cash equivalents, end of year | 4,307,000 | 3,634,000 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest expense | 2,000 | 19,000 |
Cash paid for income taxes | ||
Supplemental disclosure of noncash investing and financing activities | ||
Right-of-use asset obtained in exchange for operating lease liability | $ 1,164,000 | $ 743,000 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Note 1 - Organization and Nature of Operations Nephros, Inc. (“Nephros” or the “Company”) was incorporated under the laws of the State of Delaware on April 3, 1997. The Company was founded by health professionals, scientists and engineers affiliated with Columbia University to develop advanced end stage renal disease (“ESRD”) therapy technology and products. Beginning in 2009, Nephros introduced high performance liquid purification filters to meet the demand for water purification in certain medical markets. The Company’s filters, generally classified as ultrafilters, are primarily used in hospitals for the prevention of infection from waterborne pathogens, such as legionella and pseudomonas, and in dialysis centers for the removal of biological contaminants from water and bicarbonate concentrate. The Company also develops and sells water filtration products for commercial applications, focusing on the hospitality and food service markets. The water filtration business is a reportable segment, referred to as the Water Filtration segment. On October 4, 2022, the Company entered into a definitive asset purchase agreement with a third party for the sale of substantially all of the Company’s Pathogen Detection Systems (“PDS”) business, which had been previously reported as a separate reportable operating segment. As a result of the sale of the PDS business, we completely exited the PDS business. As a result, we determined that our PDS business had met the criteria for discontinued operations as of September 30, 2022. We no longer separately report the PDS business as a separate reportable segment in our financial statements including in this Annual Report for any of the periods presented. In July 2018, the Company formed a subsidiary, Specialty Renal Products, Inc. (“SRP”), to drive the development of its second-generation hemodiafiltration system and other products focused on improving therapies for patients with renal disease. After SRP’s formation, the Company assigned to SRP all of the Company’s rights to three patents relating to the Company’s hemodiafiltration technology, which were carried at zero book value. On March 9, 2023, the SRP Stockholders approved a plan of dissolution to wind down SRP’s operations, liquidate SRP’s remaining assets and dissolve SRP. Pursuant to such plan, SRP filed a certificate of dissolution with the State of Delaware on April 13, 2023. As a result of the SRP Stockholders’ approval of the plan of dissolution and provisions therein and after satisfying all of SRP’s liabilities, there are no assets available for distribution to the holders of any of SRP’s capital stock, including its Series A Preferred Stock. As such, the value recorded to non-controlling interest was written to zero and the impact reclassified to the Company’s additional paid-in capital as the Company retained control of SRP. The Company’s primary U.S. facility is located at 380 Lackawanna Place, South Orange, New Jersey 07079. This location along with our Whippany, NJ facility, houses the Company’s corporate headquarters, research, manufacturing, and distribution facilities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of Nephros, Inc. and its subsidiaries, including the Company’s wholly owned subsidiary Nephros International, which was dissolved during the quarter ended June 30, 2022, and SRP, which was dissolved pursuant to a plan of dissolution adopted by its stockholders on March 9, 2023 and the subsequent filing of a certificate of dissolution with the State of Delaware on April 13, 2023. All intercompany accounts and transactions were eliminated in the preparation of the accompanying consolidated financial statements. Discontinued Operations See Note 3, Discontinued Operations, for a discussion of the Company’s significant accounting policy surrounding the sale of substantially all of the Company’s PDS business. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amount of revenues and expenses, during the reporting period. Actual results could differ materially from those estimates. Included in these estimates are assumptions about the collection of accounts receivable, value of inventories, useful life of fixed assets and intangible assets, the assessment of expected cash flows used in evaluating goodwill and other long-lived assets, the assessment of the ability to continue as a going concern and assumptions used in determining stock compensation such as expected volatility and risk-free interest rate. Reclassifications Certain reclassifications were made to the prior year’s amounts to conform to the 2023 presentation. On the Consolidated Statements of Cash Flows, Inventory impairments and writeoffs reported as $ 623,000 773,000 915,000 765,000 Liquidity In February 2022, pursuant to a First Amendment to Series A Preferred Stock Purchase Agreement (the “Amendment”) among SRP and the holders of SRP’s outstanding shares of Series A Preferred Stock, SRP issued and sold an additional 100,003 5.00 500,015 1.3 1.0 no The Company has sustained operating losses every quarter through December 31, 2023, generating an accumulated deficit of $ 144.4 million as of December 31, 2023. Throughout 2023, however, the Company’s operating cash flows have been positive due to increased sales, improved gross margins, careful expense management, and the dispositions of the PDS and SRP businesses. These actions resulted in the Company generating cash from operations of approximately $ 0.8 million through the twelve months ended December 31, 2023. Based on these positive cash flows, the Company believes that its cash balances are sufficient to fund its current operating plan through at least the next 12 months from the date of issuance of the accompanying consolidated financial statements. However, in the event that the Company’s operating results do not meet its expectations, the Company may need to further reduce discretionary expenditures such as headcount, R&D projects, and other variable costs. Concentration of Credit Risk The Company deposits its cash in financial institutions. At times, such deposits may be in excess of insured limits. To date, the Company has not experienced any impairment losses on its cash. The Company also limits its credit risk with respect to accounts receivable by performing credit evaluations when deemed necessary. Major Customers For the years ended December 31, 2023 and 2022, the following customers accounted for the following percentages of our revenues, respectively: Schedule of Revenues and Accounts Receivable Percentage of Major Customers Customer 2023 2022 A 23 % 26 % B 11 % 10 % Total 34 % 36 % As of December 31, 2023 and 2022, the following customers accounted for the following percentages of our accounts receivable, respectively: Customer 2023 2022 A 12 % 21 % B 6 % 10 % C 3 % 10 % Total 21 % 41 % Cash and Cash Equivalents The Company considers all highly liquid money market instruments with an original maturity of three months or less when purchased to be cash equivalents. The company also classifies, as cash equivalents, certificates of deposit with an original maturity of greater than three months for which there is no cost to withdrawal funds prior to maturity date. At December 31, 2023 and 2022, cash and cash equivalents were deposited in financial institutions and consisted entirely of immediately available fund balances. The Company maintains its cash deposits and cash equivalents with financial institutions it believes to be well-known and stable. Accounts Receivable The Company recognizes an allowance that reflects a current estimate of credit losses expected to be incurred over the life of a financial asset, including trade receivables. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses. The Company determines its allowance for credit losses by considering a number of factors, including the length of time balances are past due, the Company’s previous loss history, the customer’s current ability to pay its obligations to the Company and the expected condition of the general economy and the industry as a whole. The Company writes off accounts receivable when they are determined to be uncollectible. The allowance for doubtful accounts was approximately $ 11,000 0 Inventory For all medical device products and some commercial products, the Company engages third parties to manufacture and package its finished goods, which are shipped to the Company for warehousing, until sold to distributors or end customers. Some commercial products are manufactured at Company facilities. Inventory consists of finished goods and raw materials and is valued at the lower of cost or net realizable value using the first-in, first-out method. Our inventory reserve requirements are based on various factors including product expiration date and estimates for the future sales of the product. Reserve assessments include inventory obsolescence based upon expiration date, damaged, or rejected product, slow-moving products, and other considerations. License and Supply Rights The Company’s rights under the License and Supply Agreement with Medica are capitalized and stated at cost, less accumulated amortization, and are amortized using the straight-line method over the term of the License and Supply Agreement, which is from April 23, 2012 through December 31, 2028. The Company determines amortization periods for licenses based on its assessment of various factors impacting estimated useful lives and cash flows of the acquired rights. Such factors include the expected launch date of the product, the strength of the intellectual property protection of the product and various other competitive, developmental, and regulatory issues, and contractual terms. See Note 9 – License and Supply Agreement, net for further discussion. Leases The Company determines if an arrangement contains a lease at inception. Leases are included in lease right-of-use (“ROU”) assets and lease liabilities on the consolidated balance sheet. Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset includes any lease payments made and initial direct costs incurred and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has elected as an accounting policy not to apply the recognition requirements in ASC 842 to short-term leases. Short-term leases are leases that have a term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term. The Company has also elected, as a practical expedient, by underlying class of asset, not to separate lease components from non-lease components and, instead, account for them as a single component. Property and Equipment, net Property and equipment, net is stated at cost less accumulated depreciation. These assets are depreciated over their estimated useful lives of three seven years The Company adheres to ASC 360 and periodically evaluates whether current facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived assets, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, the loss is measured based on the difference between the asset’s fair value and its carrying value. For long-lived assets, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. The Company reports an asset to be disposed of at the lower of its carrying value or its fair value less costs to sell. For the year ended December 31, 2022, See Note 3 Discontinued Operations, for a discussion of the Company’s significant accounting policy surrounding the sale of substantially all of the Company’s PDS business and related impairment charge. There were no Intangible Assets The Company’s intangible assets include finite lived assets. Finite lived intangible assets, consisting of customer relationships, tradenames, service marks and domain names are amortized on a straight-line basis over the estimated useful lives of the assets. Finite lived intangible assets are tested for impairment when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Impairment testing requires management to estimate the future undiscounted cash flows of an intangible asset using assumptions believed to be reasonable, but which are unpredictable and inherently uncertain. Actual future cash flows may differ from the estimates used in the impairment testing. Goodwill Goodwill represents the excess of purchase price over the fair value of net assets acquired. In accordance with ASC 350, “Goodwill and Other Intangibles,” rather than recording periodic amortization, goodwill is subject to an annual assessment for impairment by applying a fair value-based test. If the fair value of the reporting unit exceeds the reporting unit’s carrying value, including goodwill, then goodwill is considered not impaired, making further analysis not required. The Company reviews goodwill for possible impairment annually during the fourth quarter, or whenever events or circumstances indicate that the carrying amount may not be recoverable. Fair Value Measurements The Company measures certain financial instruments and other items at fair value. To determine the fair value, the Company uses the fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use to value an asset or liability and are developed based on market data obtained from independent sources. Unobservable inputs are inputs based on assumptions about the factors market participants would use to value an asset or liability. To measure fair value, the Company uses the following fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable: Level 1 Level 2 - Level 3 Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers.” ASC 606 prescribes a five-step model for recognizing revenue, which includes (i) identifying contracts with customers; (ii) identifying performance obligations; (iii) determining the transaction price; (iv) allocating the transaction price; and (v) recognizing revenue. See Note 4 – Revenue Recognition for further discussion. Shipping and Handling Costs Shipping and handling costs charged to customers are recorded as revenue and as cost of goods sold and were approximately $ 107,000 98,000 Research and Development Costs Research and development costs represent a significant part of our business. Costs included in research and development are expensed as incurred and relate to the processes of discovering, testing and developing new products, improving existing products and regulatory compliance prior to FDA approval. Research and development costs include, but are not limited to, personnel expenses, consulting costs and equipment depreciation. Stock-Based Compensation The fair value of stock options is recognized as stock-based compensation expense in the Company’s consolidated statement of operations and comprehensive loss. The Company calculates stock-based compensation expense in accordance with ASC 718. The fair value of the Company’s stock option awards is estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. The fair value of stock-based awards is amortized over the vesting period of the award. For stock awards that vest based on performance conditions (e.g., achievement of certain milestones), expense is recognized when it is probable that the condition will be met. Warrants The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Other Income and Expense, net Other expense of approximately $ 44,000 a result of losses on foreign currency transactions. 64,000 primarily related to the release of the cumulative translation adjustment from accumulated other comprehensive income (loss) on the liquidation of a foreign entity and Income Taxes The Company accounts for income taxes in accordance with ASC 740, which requires accounting for deferred income taxes under the asset and liability method. Deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable in future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. For financial reporting purposes, the Company has incurred a loss in each period since its inception. Based on available objective evidence, including the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2023 and 2022. ASC 740 prescribes, among other things, a recognition threshold and measurement attributes for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in a company’s income tax return. ASC 740 utilizes a two-step approach for evaluating uncertain tax positions. Step one, or recognition, requires a company to determine if the weight of available evidence indicates a tax position is more likely than not to be sustained upon audit, including resolution of related appeals or litigation processes, if any. Step two, or measurement, is based on the largest amount of benefit that is more likely than not to be realized on settlement with the taxing authority. The Company is subject to income tax examinations by major taxing authorities for all tax years subsequent to 2016. During the years ended December 31, 2023 and 2022, the Company recognized no adjustments for uncertain tax positions. However, management’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulation and interpretations, thereof. See Note 13 – Income Taxes for further discussion. Net Loss per Common Share Basic loss per common share is calculated by dividing net loss available to common shareholders by the number of weighted average common shares issued and outstanding. Diluted loss per common share is calculated by dividing net loss available to common shareholders by the weighted average number of common shares issued and outstanding for the period, plus amounts representing the dilutive effect from the exercise of stock options and warrants and unvested restricted stock, as applicable. The Company calculates dilutive potential common shares using the treasury stock method, which assumes the Company will use the proceeds from the exercise of stock options and warrants to repurchase shares of common stock to hold in its treasury stock reserves. The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as they would be antidilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share December 31, 2023 2022 Shares underlying options outstanding 1,789,206 1,365,365 Unvested restricted stock 42,167 - Foreign Currency Translation Foreign currency translation is recognized in accordance with ASC 830. The functional currency of Nephros International Limited, the Company’s Irish subsidiary is the Euro, and its translation gains and losses are included in accumulated other comprehensive income. The balance sheet is translated at the year-end rate. The consolidated statements of operations and comprehensive loss are translated at the weighted average rate for the year. Transactions denominated in a currency other than an entity’s functional currency may give rise to transaction gains and losses. The Company recognizes transaction gains and losses within other (expense) income, net, within the consolidated statements of operations and comprehensive loss. Comprehensive Loss Comprehensive loss, as defined in ASC 220, is the total of net loss and all other non-owner changes in equity (or other comprehensive loss). The Company’s other comprehensive loss consists only of foreign currency translation adjustments. Segment Reporting The Company operates in only one business segment from which the Company’s chief operating decision maker evaluates the financial performance of the Company. Recent Accounting Pronouncements, Not Yet Effective In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures. The guidance is effective for the Company’s annual reporting period ending December 31, 2025. Early adoption is permitted. The Company is assessing the impact of adopting this guidance on its consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, “Improvements to Reportable Segment Disclosures , |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 3 – Discontinued Operations In accordance with ASC 205-20, Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity (disposal group) is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the disposal group meets the criteria to be classified as held-for-sale. The consolidated statements of operations reported for current and prior periods report the results of operations of the discontinued operations, including the impairment loss recognized as a component of net income (loss) separate from the net income (loss) from continuing operations. All discontinued operations relate to the Company’s previously reported PDS segment, for the year ended December 31, 2022. Schedule of Assets and Liabilities of Discontinued Operations (In thousands) Year Ended December 31, 2022 Total net revenues $ 110 Gross margin (259 ) Research and development expenses 637 Depreciation and amortization expense - Selling, general and administrative expenses 535 Total operating expenses 1,175 Operating loss from discontinued operations (1,434 ) Impairment of assets held for sale (1,395 ) Loss from discontinued operations $ (2,829 ) On October 4, 2022, the Company entered into a definitive asset purchase agreement with a third party pursuant to which the Company agreed to sell substantially all of the assets used in the Company’s PDS business. In consideration for the sale of these assets, the Company received $ 1,000 seven January 1, 2023 1,395,000 0 The following items related to discontinued operations were included in the consolidated statement of cash flows: (in thousands) For the Year ended December 31, 2022 Depreciation $ 42 Amortization 82 Stock compensation 38 Impairment of assets held-for-sale 1,395 Operating lease right-of-use assets 33 Purchases of property and equipment (34 ) During year ended December 31, 2022, $ 49,000 |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Note 4 – Revenue Recognition The Company recognizes revenue related to product sales when product is shipped via external logistics providers and the other criteria of ASC 606 are met. Product revenue is recorded net of returns and allowances. There was no allowance for sales returns at December 31, 2023 or 2022. In addition to product revenue, the Company recognizes revenue related to royalty and other agreements in accordance with the five-step model in ASC 606. Royalty and other revenues recognized for the years ended December 31, 2023 and 2022 (in thousands) is comprised of: Schedule of Royalty and Other Revenues 2023 2022 Years Ended December 31, 2023 2022 Other revenue $ 97 $ 46 Royalty revenue under the Sublicense Agreement with CamelBak (1) 31 - Total royalty and other revenues $ 128 $ 46 (1) In May 2015, the Company entered into a Sublicense Agreement (the “Sublicense Agreement”) with CamelBak Products, LLC (“CamelBak”). Under this Sublicense Agreement, the Company granted CamelBak an exclusive, non-transferable, worldwide (with the exception of Italy) sublicense and license, in each case solely to market, sell, distribute, import and export the IWTD. In exchange for the rights granted to CamelBak, CamelBak agreed, through December 31, 2022, to pay the Company a percentage of the gross profit on any sales made to a branch of the U.S. military, subject to certain exceptions, and to pay a fixed per-unit fee for any other sales made. CamelBak was also required to meet or exceed certain minimum annual fees payable to the Company, and, if such fees are not met or exceeded, the Company was able to convert the exclusive sublicense to a non-exclusive sublicense with respect to non-U.S. military sales. In the first quarter of 2019, the Sublicense Agreement was amended to eliminate the minimum fee obligations starting May 6, 2018 and, as such, CamelBak has no further minimum fee obligations. The Sublicense Agreement expired on December 31, 2022, though we and CamelBak thereafter orally agreed to continue operating under the terms of the Sublicense agreement. In March 2024, we entered into a further written amendment to the Sublicense Agreement, which was made effective December 31, 2022, that extended the term of the Sublicense Agreement through December 31, 2025. Other Revenue – Other revenues are derived from sales of services to customers, which primarily include installation, training and testing on product and equipment sold to certain customers. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5 – Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level of classification for each reporting period. At December 31, 2023 and December 31, 2022, the Company’s cash equivalents consisted of money market funds. The Company values its cash equivalents using observable inputs that reflect quoted prices for securities with identical characteristics and classify the valuation techniques that use these inputs as Level 1. At December 31, 2023 and December 31, 2022, the fair value measurements of the Company’s assets and liabilities measured on a recurring basis were as follows: Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (in thousands) December 31, 2023 Cash $ 274 $ - $ - Money market funds 2,515 - - Certificate of deposit 1,518 Cash and cash equivalents $ 4,307 $ - $ - December 31, 2022 Cash $ 1,598 - - Money market funds 2,036 - - Cash and cash equivalents $ 3,634 $ - $ - Assets and Liabilities Not Measured at Fair Value on a Recurring Basis The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value as of December 31, 2023 and 2022 due to the short-term maturity of these instruments. The carrying amounts of the secured long-term note payable, lease liabilities and equipment financing approximate fair value as of December 31, 2023 and 2022 because those financial instruments bear interest at rates that approximate current market rates for similar agreements with similar maturities and credit. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 6 - Inventory Inventory is stated at the lower of cost or net realizable value using the first-in, first-out method and consists of raw materials and finished goods. The Company’s inventory components as of December 31, 2023 and December 31, 2022, were as follows: Schedule of Inventory, Net 2023 2022 (In thousands) December 31, 2023 2022 Finished goods $ 2,144 $ 2,709 Raw material 326 422 Work in process - 22 Total inventory $ 2,470 $ 3,153 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 7 - Property and Equipment, Net Property and equipment as of December 31, 2023 and 2022 was as follows (in thousands): Schedule of Property and Equipment, Net Life 2023 2022 Estimated Useful December 31, Life 2023 2022 Manufacturing and research equipment 3 7 $ 843 $ 843 Capitalized internal use software and website development 5 103 103 Computer equipment 3 4 43 43 Furniture and fixtures 7 37 37 Leasehold improvements Life of lease 88 13 Property and equipment, gross 1,114 1,039 Less: accumulated depreciation (962 ) (923 ) Property and equipment, net $ 152 $ 116 Depreciation related to equipment utilized in the manufacturing process is recognized in cost of goods sold on the consolidated statements of operations and comprehensive loss. Depreciation expense for the years ended December 31, 2023 and 2022 was approximately $ 39,000 93,000 3,000 22,000 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 8 – Intangible Assets and Goodwill Intangible Assets Intangible assets at December 31, 2023 and December 31, 2022 are set forth in the table below. Gross carrying values and accumulated amortization of the Company’s intangible assets by type are as follows: Schedule of Intangible Assets December 31, 2023 December 31, 2022 Cost Accumulated Amortization Net Cost Accumulated Amortization Net (in thousands) Tradenames, service marks and domain names $ 50 $ (50 ) $ - $ 50 $ (40 ) $ 10 Customer relationships 540 (159 ) 381 540 (127 ) 413 Total intangible assets $ 590 $ (209 ) $ 381 $ 590 $ (167 ) $ 423 The Company recognized amortization expense of approximately $ 42,000 As of December 31, 2023, future amortization expense for each of the next five years is (in thousands): Schedule of Future Amortization Expense Fiscal Years 2024 $ 32 2025 32 2026 32 2027 32 2028 32 The Company recognized approximately $ 1.0 Goodwill Goodwill had a carrying value on the Company’s consolidated balance sheets of $ 0.8 |
License and Supply Agreement, n
License and Supply Agreement, net | 12 Months Ended |
Dec. 31, 2023 | |
License And Supply Agreement Net | |
License and Supply Agreement, net | Note 9 – License and Supply Agreement, net On April 23, 2012, the Company entered into a License and Supply Agreement (as thereafter amended, the “License and Supply Agreement”) with Medica S.p.A. (“Medica”), an Italy-based medical product manufacturing company, for the marketing and sale of certain filtration products based upon Medica’s proprietary Medisulfone ultrafiltration technology in conjunction with the Company’s filtration products, and for an exclusive supply arrangement for the filtration products. Under the License and Supply Agreement, Medica granted to the Company an exclusive license, with right of sublicense, to market, promote, distribute, offer for sale and sell the filtration products worldwide, with certain limitations on territory, during the term of the License and Supply Agreement. In addition, the Company granted Medica an exclusive license under the Company’s intellectual property to make the filtration products during the term of the License and Supply Agreement. The filtration products covered under the License and Supply Agreement include both certain products based on Medica’s proprietary Versatile microfiber technology and certain filtration products based on Medica’s proprietary Medisulfone ultrafiltration technology. In December 2023, the Company signed a new agreement with Medica which extends the term until December 31, 2028, unless earlier terminated by either party in accordance with the terms of the License and Supply Agreement. In exchange for the license, the gross value of the intangible asset capitalized was $ 2.3 0.3 0.4 2.0 1.9 0.1 As of December 11, 2023, the Company contractually has agreed to pay interest per month at the EURIBOR 360-day rate plus 500 basis points calculated on the principal amount of any outstanding invoices that are overdue by more than 15 days beyond the original payment terms In addition, for the period beginning April 23, 2014 through December 31, 2023, the Company paid Medica a royalty rate of 3% 0.4 0.3 90,000 71,000 |
Secured Note Payable
Secured Note Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Secured Note Payable | Note 10 – Secured Note Payable On March 27, 2018, the Company entered into a Secured Promissory Note Agreement (the “Secured Note”) with Tech Capital for a principal amount of $ 1.2 0.1 The Secured Note has a maturity date of April 1, 2023 8% Principal and interest payments are due on the first day of each month commencing on May 1, 2018. During each of the years ended December 31, 2023 and 2022, the Company made payments under the Secured Note of approximately $ 71,000 289,000 1,000 18,000 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 11 – Leases The Company has operating leases for corporate offices, warehouse space, an automobile and office equipment. The leases have remaining lease terms of 1 5 Lease cost, as presented below, includes costs associated with leases for which right-of-use (“ROU”) assets have been recognized as well as short-term leases. The components of total lease costs were as follows (in thousands): Schedule of Components of Lease Cost Year ended December 31, 2023 Year ended December 31, 2022 Operating lease cost $ 334 $ 351 Finance lease cost: Amortization of right-of-use assets 7 12 Interest on lease liabilities 2 2 Total finance lease cost 9 14 Variable lease cost 44 53 Total lease cost $ 387 $ 418 Supplemental cash flow information related to leases was as follows (in thousands): Schedule of Supplemental Cash Flow Information Related to Leases Year ended December 31, 2023 Year ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 408 $ 365 Financing cash flows from finance leases $ 7 $ 12 Supplemental balance sheet information related to leases was as follows (in thousands except years): Schedule of Supplemental Balance Sheet Information Related to Leases December 31, 2023 December 31, 2022 Operating lease right-of-use assets $ 1,803 $ 972 Finance lease right-of-use assets $ 4 $ 12 Current portion of operating lease liabilities $ 442 $ 309 Operating lease liabilities 1,390 700 Total operating lease liabilities $ 1,832 $ 1,009 Current portion of finance lease liabilities $ 4 $ 8 Finance lease liabilities - 4 Total finance lease liabilities $ 4 $ 12 Weighted average remaining lease term Operating leases 4.3 3.9 Finance leases 0.6 1.5 Weighted average discount rate Operating leases 8.0 % 8.0 % Finance leases 8.0 % 8.0 % As of December 31, 2023, maturities of lease liabilities were as follows (in thousands): Schedule of Maturities of Lease Liabilities Operating Leases Finance Leases 2024 $ 562 $ 4 2025 435 - 2026 450 - 2027 450 - 2028 251 - Total future minimum lease payments 2,148 4 Less imputed interest (316 ) - Total $ 1,832 $ 4 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 12 - Accrued Expenses Accrued expenses as of December 31, 2023 and 2022 were as follows (in thousands): Schedule of Accrued Expenses 2023 2022 December 31, 2023 2022 Accrued bonus $ 537 $ 76 Accrued directors’ fees - 126 Accrued legal 10 4 Accrued sales commission 117 36 Accrued sales tax payable 22 7 Accrued franchise tax 14 10 Accrued other 94 26 Accrued expenses $ 794 $ 285 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 - Income Taxes There was no A reconciliation of the income tax benefit computed at the statutory tax rate to the Company’s effective tax rate for the years ended December 31, 2023, and 2022 is as follows: Schedule of Effective Income Tax Rate Reconciliation 2023 2022 Years Ended December 31, 2023 2022 U.S. federal statutory rate 21.00 % 21.00 % State taxes 12.22 % 4.79 % Expired NOLs and credits (115.56 )% (12.78 )% Stock-based compensation (4.54 )% (2.43 )% Federal research and development credits - % 0.62 % Foreign Rate Differential - % 9.15 % Other 0.12 % 3.44 % Non-taxable Cancelation of Indebtedness 19.14 % - % Valuation allowance 67.62 % (23.78 )% Effective tax rate - % - % Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2023 and 2022 are as follows (in thousands): Schedule of Deferred Tax Assets 2023 2022 December 31, 2023 2022 Deferred tax assets: Net operating loss carry forwards $ 16,700 $ 17,672 Research and development credits 1,087 1,401 Nonqualified stock option compensation expense 613 543 Lease liabilities 449 243 Capital loss carryforwards 2,072 1,946 Fixed and intangible basis difference - 328 Other temporary book - tax differences 713 243 Total deferred tax assets 21,634 22,376 Deferred tax liabilities: Lease right-of-use assets (442 ) (234 ) Fixed and intangible asset basis difference (116 ) - Total deferred tax liabilities (558 ) (234 ) Deferred tax assets, net 21,076 22,142 Valuation allowance for deferred tax assets (21,076 ) (22,142 ) Net deferred tax assets after valuation allowance $ - $ - A valuation allowance has been recognized to offset the Company’s net deferred tax asset as it is more likely than not that such net asset will not be realized. The Company primarily considered its historical loss and potential Internal Revenue Code Section 382 limitations to arrive at its conclusion that a valuation allowance was required. The Company’s valuation allowance decreased approximately $ 1.1 At December 31, 2023, the Company had Federal income tax net operating loss carryforwards of $ 77.3 6.8 1.1 14 The Company has analyzed the tax positions taken or expected to be taken in its tax returns and concluded it has no liability related to uncertain tax positions. The Company is subject to income tax examinations by major taxing authorities for all tax years subsequent to 2018 and does not anticipate a change in its uncertain tax positions within the next twelve months. The Company’s policy is to report interest and penalties, if any, related to unrecognized tax benefits in income tax expense. |
Stock Plans and Share-Based Pay
Stock Plans and Share-Based Payments | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Plans and Share-Based Payments | Note 14 - Stock Plans and Share-Based Payments The fair value of stock options and restricted stock is recognized as stock-based compensation expense in the Company’s consolidated statement of operations and comprehensive loss. The Company calculates stock-based compensation expense in accordance with ASC 718. The fair value of stock-based awards is amortized over the vesting period of the award. Stock Plans In 2015, the Board of Directors adopted the Nephros, Inc. 2015 Equity Incentive Plan (“2015 Plan”). As of December 31, 2023, including amendments approved by the Board of Directors, 2,547,400 10 As of December 31, 2023, options to purchase 1,774,819 The options issued to employees expire on various dates between April 15, 2025 and December 27, 2033 65,580 two four years The Company’s previously adopted and approved plan, the 2004 Stock Incentive Plan (“2004 Plan”), expired in the year ended December 31, 2014. As of December 31, 2023, options to purchase 14,387 The options expire on various dates between February 5, 2024 and March 26, 2024 On November 1, 2023, the Company issued 122,524 Stock Options The Company has elected to recognize forfeitures as they occur. Stock-based compensation expense recognized for the years ended December 31, 2023 and 2022 was $ 1.0 0.9 For the year ended December 31, 2023, $ 1.0 39,000 0.8 63,000 The following table issued summarizes the option activity for the years ended December 31, 2023 and 2022: Summary of Option Activity Shares Weighted Outstanding at December 31, 2021 1,426,510 $ 6.29 Options granted 279,115 1.91 Options forfeited or expired (340,260 ) 6.88 Options exercised - - Outstanding at December 31, 2022 1,365,365 $ 5.25 Options granted 583,089 1.47 Options forfeited or expired (102,722 ) 5.87 Options exercised (1) (56,526 ) 2.47 Outstanding at December 31, 2023 1,789,206 $ 4.07 (1) 56,526 options were exercised via cashless exercise which resulted in 16,576 The following table summarizes the options exercisable and vested and expected to vest as of December 31, 2023 and 2022. Summary of Options Exercisable Vested and Expected to Vest Shares Weighted Exercisable at December 31, 2022 968,441 $ 5.55 Vested and expected to vest at December 31, 2022 1,342,342 $ 5.26 Exercisable at December 31, 2023 1,171,824 $ 5.25 Vested and expected to vest at December 31, 2023 1,753,398 $ 4.12 The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. The below assumptions for the risk-free interest rates, expected dividend yield, expected lives and expected stock price volatility were utilized for the stock options granted during the year ended December 31, 2023. Schedule of Fair Value Assumptions Assumption for Option Grants 2023 2022 Stock Price Volatility 72.40 % 75.44 % Risk-Free Interest Rates 3.71 % 2.74 % Expected Life (in years) 6.22 5.64 Expected Dividend Yield 0 % 0 % Expected volatility is based on historical volatility of the Company’s common stock at the time of grant. The risk-free interest rate is based on the U.S. Treasury yields in effect at the time of grant for periods corresponding with the expected life of the options. For the expected life, the Company is using the simplified method as described in the SEC Staff Accounting Bulletin 107. This method assumes that stock option grants will be exercised based on the average of the vesting periods and the option’s life. The weighted-average fair value of options granted in 2023 and 2022 is $ 0.99 1.25 1.4 0 6.4 The intrinsic values of stock options exercised was approximately $ 58,000 No As of December 31, 2023, there was $ 0.6 2.97 There was no Restricted Stock The Company has issued restricted stock as compensation for the services of certain employees and non-employee directors. The grant date fair value of restricted stock is based on the fair value of the common stock on the date of grant, and compensation expense is recognized based on the period in which the restrictions lapse. The following table summarizes restricted stock activity for the years ended December 31, 2023 and 2022: Summary of Restricted Stock Activity Shares Weighted Nonvested at December 31, 2021 59,732 $ 8.07 Granted - - Vested (44,732 ) 7.87 Forfeited (15,000 ) 8.66 Nonvested at December 31, 2022 - - Granted 299,670 1.47 Vested (187,503 ) 1.08 Nonvested at December 31, 2023 42,167 $ 3.18 The total fair value of restricted stock that vested during the years ended December 31, 2023 and 2022 was approximately $ 0.2 0.4 Total stock-based compensation expense for restricted stock was approximately $ 322,000 42,000 Approximately $ 154,000 As of December 31, 2023, there was approximately $ 15,000 0.4 no The aggregate shares of common stock legally issued and outstanding as of December 31, 2023 is greater than the aggregate shares of common stock outstanding for accounting purposes by the amount of unvested restricted shares. SRP Equity Incentive Plan SRP’s 2019 Equity Incentive Plan was approved on May 7, 2019 under which 150,000 Due to the Company’s deemed acquisition of the non-controlling interest in SRP during the year ended December 31, 2023, all remaining equity-based awards have been forfeited and no further expense will be incurred related to these awards. There were no SRP stock options or other equity awards granted during the year ended December 31, 2023. For the year ended December 31, 2023, a credit of approximately ($ 27,000 47,000 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 15 - Stockholders’ Equity Noncontrolling Interest Pursuant to the terms and conditions of a Series A Preferred Stock Purchase Agreement, dated September 9, 2018, among SRP and the purchasers identified therein (the “SRP Purchase Agreement”), SRP sold to such purchasers an aggregate of 600,000 5.00 3.0 100,003 500,015 188,000 62,500 62.5% 313 36% 25,938 1.3 1.0 As of December 31, 2022, the non-controlling interest in SRP held by holders of the Series A Preferred was classified as equity on the accompanying consolidated balance sheet, as the non-controlling interest is redeemable only upon the occurrence of events that are within the control of the Company. As a result of the adoption of the plan of liquidation and dissolution by SRP’s stockholders and the subsequent filing of a certificate of dissolution of SRP with the State of Delaware, the redemption feature related to the Series A Preferred Stock effectively terminated. As such, the value of the Series A Preferred Stock previously presented in non-controlling interest was reclassified to additional paid in capital as the Company retained control of SRP. In March 2023, the board of directors of SRP adopted, and the stockholders of SRP approved, a plan to wind down SRP’s operations and dissolve, and in April 2023, SRP filed a certificate of dissolution with the State of Delaware. In accordance with its plan of dissolution, after SRP satisfied its other outstanding liabilities, SRP assigned to the Company all of its remaining assets, including its intellectual property rights, in satisfaction of outstanding indebtedness owed to the Company in the approximate amount of $ 1.5 24,000 Warrants The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. The company had no Warrants Exercised During 2022 During the year ended December 31, 2022, warrants to purchase 60,374 0.2 60,374 14,815 40,000 63,102 |
Savings Incentive Match Plan
Savings Incentive Match Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Savings Incentive Match Plan | Note 16 – Savings Incentive Match Plan On January 1, 2017, the Company established a Savings Incentive Match Plan for Employees Individual Retirement Account (SIMPLE IRA), which covers all employees. The SIMPLE IRA Plan provides for voluntary employee contributions up to statutory IRA limitations. The Company matches 100% 3% 91,000 104,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17 - Commitments and Contingencies Purchase Commitments In exchange for the rights granted under the License and Supply Agreement with Medica (see Note 9 – License and Supply Agreement, net), the Company agreed to make certain minimum annual aggregate purchases from Medica over the term of the License and Supply Agreement. For the year ended December 31, 2023, the Company agreed to make minimum annual aggregate purchases from Medica of € 3.8 4.1 4.9 5.3 Future purchase commitments under the License and Supply Agreement with Medica are as follows: ● 2024: € 4,208,000 ● 2025: € 4,629,000 ● 2026: € 4,976,000 ● 2027: € 5,349,000 ● 2028: € 5,750,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of Nephros, Inc. and its subsidiaries, including the Company’s wholly owned subsidiary Nephros International, which was dissolved during the quarter ended June 30, 2022, and SRP, which was dissolved pursuant to a plan of dissolution adopted by its stockholders on March 9, 2023 and the subsequent filing of a certificate of dissolution with the State of Delaware on April 13, 2023. All intercompany accounts and transactions were eliminated in the preparation of the accompanying consolidated financial statements. |
Discontinued Operations | Discontinued Operations See Note 3, Discontinued Operations, for a discussion of the Company’s significant accounting policy surrounding the sale of substantially all of the Company’s PDS business. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amount of revenues and expenses, during the reporting period. Actual results could differ materially from those estimates. Included in these estimates are assumptions about the collection of accounts receivable, value of inventories, useful life of fixed assets and intangible assets, the assessment of expected cash flows used in evaluating goodwill and other long-lived assets, the assessment of the ability to continue as a going concern and assumptions used in determining stock compensation such as expected volatility and risk-free interest rate. |
Reclassifications | Reclassifications Certain reclassifications were made to the prior year’s amounts to conform to the 2023 presentation. On the Consolidated Statements of Cash Flows, Inventory impairments and writeoffs reported as $ 623,000 773,000 915,000 765,000 |
Liquidity | Liquidity In February 2022, pursuant to a First Amendment to Series A Preferred Stock Purchase Agreement (the “Amendment”) among SRP and the holders of SRP’s outstanding shares of Series A Preferred Stock, SRP issued and sold an additional 100,003 5.00 500,015 1.3 1.0 no The Company has sustained operating losses every quarter through December 31, 2023, generating an accumulated deficit of $ 144.4 million as of December 31, 2023. Throughout 2023, however, the Company’s operating cash flows have been positive due to increased sales, improved gross margins, careful expense management, and the dispositions of the PDS and SRP businesses. These actions resulted in the Company generating cash from operations of approximately $ 0.8 million through the twelve months ended December 31, 2023. Based on these positive cash flows, the Company believes that its cash balances are sufficient to fund its current operating plan through at least the next 12 months from the date of issuance of the accompanying consolidated financial statements. However, in the event that the Company’s operating results do not meet its expectations, the Company may need to further reduce discretionary expenditures such as headcount, R&D projects, and other variable costs. |
Concentration of Credit Risk | Concentration of Credit Risk The Company deposits its cash in financial institutions. At times, such deposits may be in excess of insured limits. To date, the Company has not experienced any impairment losses on its cash. The Company also limits its credit risk with respect to accounts receivable by performing credit evaluations when deemed necessary. |
Major Customers | Major Customers For the years ended December 31, 2023 and 2022, the following customers accounted for the following percentages of our revenues, respectively: Schedule of Revenues and Accounts Receivable Percentage of Major Customers Customer 2023 2022 A 23 % 26 % B 11 % 10 % Total 34 % 36 % As of December 31, 2023 and 2022, the following customers accounted for the following percentages of our accounts receivable, respectively: Customer 2023 2022 A 12 % 21 % B 6 % 10 % C 3 % 10 % Total 21 % 41 % |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid money market instruments with an original maturity of three months or less when purchased to be cash equivalents. The company also classifies, as cash equivalents, certificates of deposit with an original maturity of greater than three months for which there is no cost to withdrawal funds prior to maturity date. At December 31, 2023 and 2022, cash and cash equivalents were deposited in financial institutions and consisted entirely of immediately available fund balances. The Company maintains its cash deposits and cash equivalents with financial institutions it believes to be well-known and stable. |
Accounts Receivable | Accounts Receivable The Company recognizes an allowance that reflects a current estimate of credit losses expected to be incurred over the life of a financial asset, including trade receivables. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses. The Company determines its allowance for credit losses by considering a number of factors, including the length of time balances are past due, the Company’s previous loss history, the customer’s current ability to pay its obligations to the Company and the expected condition of the general economy and the industry as a whole. The Company writes off accounts receivable when they are determined to be uncollectible. The allowance for doubtful accounts was approximately $ 11,000 0 |
Inventory | Inventory For all medical device products and some commercial products, the Company engages third parties to manufacture and package its finished goods, which are shipped to the Company for warehousing, until sold to distributors or end customers. Some commercial products are manufactured at Company facilities. Inventory consists of finished goods and raw materials and is valued at the lower of cost or net realizable value using the first-in, first-out method. Our inventory reserve requirements are based on various factors including product expiration date and estimates for the future sales of the product. Reserve assessments include inventory obsolescence based upon expiration date, damaged, or rejected product, slow-moving products, and other considerations. |
License and Supply Rights | License and Supply Rights The Company’s rights under the License and Supply Agreement with Medica are capitalized and stated at cost, less accumulated amortization, and are amortized using the straight-line method over the term of the License and Supply Agreement, which is from April 23, 2012 through December 31, 2028. The Company determines amortization periods for licenses based on its assessment of various factors impacting estimated useful lives and cash flows of the acquired rights. Such factors include the expected launch date of the product, the strength of the intellectual property protection of the product and various other competitive, developmental, and regulatory issues, and contractual terms. See Note 9 – License and Supply Agreement, net for further discussion. |
Leases | Leases The Company determines if an arrangement contains a lease at inception. Leases are included in lease right-of-use (“ROU”) assets and lease liabilities on the consolidated balance sheet. Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset includes any lease payments made and initial direct costs incurred and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has elected as an accounting policy not to apply the recognition requirements in ASC 842 to short-term leases. Short-term leases are leases that have a term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term. The Company has also elected, as a practical expedient, by underlying class of asset, not to separate lease components from non-lease components and, instead, account for them as a single component. |
Property and Equipment, net | Property and Equipment, net Property and equipment, net is stated at cost less accumulated depreciation. These assets are depreciated over their estimated useful lives of three seven years The Company adheres to ASC 360 and periodically evaluates whether current facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived assets, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, the loss is measured based on the difference between the asset’s fair value and its carrying value. For long-lived assets, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. The Company reports an asset to be disposed of at the lower of its carrying value or its fair value less costs to sell. For the year ended December 31, 2022, See Note 3 Discontinued Operations, for a discussion of the Company’s significant accounting policy surrounding the sale of substantially all of the Company’s PDS business and related impairment charge. There were no |
Intangible Assets | Intangible Assets The Company’s intangible assets include finite lived assets. Finite lived intangible assets, consisting of customer relationships, tradenames, service marks and domain names are amortized on a straight-line basis over the estimated useful lives of the assets. Finite lived intangible assets are tested for impairment when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Impairment testing requires management to estimate the future undiscounted cash flows of an intangible asset using assumptions believed to be reasonable, but which are unpredictable and inherently uncertain. Actual future cash flows may differ from the estimates used in the impairment testing. |
Goodwill | Goodwill Goodwill represents the excess of purchase price over the fair value of net assets acquired. In accordance with ASC 350, “Goodwill and Other Intangibles,” rather than recording periodic amortization, goodwill is subject to an annual assessment for impairment by applying a fair value-based test. If the fair value of the reporting unit exceeds the reporting unit’s carrying value, including goodwill, then goodwill is considered not impaired, making further analysis not required. The Company reviews goodwill for possible impairment annually during the fourth quarter, or whenever events or circumstances indicate that the carrying amount may not be recoverable. |
Fair Value Measurements | Fair Value Measurements The Company measures certain financial instruments and other items at fair value. To determine the fair value, the Company uses the fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use to value an asset or liability and are developed based on market data obtained from independent sources. Unobservable inputs are inputs based on assumptions about the factors market participants would use to value an asset or liability. To measure fair value, the Company uses the following fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable: Level 1 Level 2 - Level 3 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers.” ASC 606 prescribes a five-step model for recognizing revenue, which includes (i) identifying contracts with customers; (ii) identifying performance obligations; (iii) determining the transaction price; (iv) allocating the transaction price; and (v) recognizing revenue. See Note 4 – Revenue Recognition for further discussion. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs charged to customers are recorded as revenue and as cost of goods sold and were approximately $ 107,000 98,000 |
Research and Development Costs | Research and Development Costs Research and development costs represent a significant part of our business. Costs included in research and development are expensed as incurred and relate to the processes of discovering, testing and developing new products, improving existing products and regulatory compliance prior to FDA approval. Research and development costs include, but are not limited to, personnel expenses, consulting costs and equipment depreciation. |
Stock-Based Compensation | Stock-Based Compensation The fair value of stock options is recognized as stock-based compensation expense in the Company’s consolidated statement of operations and comprehensive loss. The Company calculates stock-based compensation expense in accordance with ASC 718. The fair value of the Company’s stock option awards is estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. The fair value of stock-based awards is amortized over the vesting period of the award. For stock awards that vest based on performance conditions (e.g., achievement of certain milestones), expense is recognized when it is probable that the condition will be met. |
Warrants | Warrants The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. |
Other Income and Expense, net | Other Income and Expense, net Other expense of approximately $ 44,000 a result of losses on foreign currency transactions. 64,000 primarily related to the release of the cumulative translation adjustment from accumulated other comprehensive income (loss) on the liquidation of a foreign entity and |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, which requires accounting for deferred income taxes under the asset and liability method. Deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable in future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. For financial reporting purposes, the Company has incurred a loss in each period since its inception. Based on available objective evidence, including the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2023 and 2022. ASC 740 prescribes, among other things, a recognition threshold and measurement attributes for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in a company’s income tax return. ASC 740 utilizes a two-step approach for evaluating uncertain tax positions. Step one, or recognition, requires a company to determine if the weight of available evidence indicates a tax position is more likely than not to be sustained upon audit, including resolution of related appeals or litigation processes, if any. Step two, or measurement, is based on the largest amount of benefit that is more likely than not to be realized on settlement with the taxing authority. The Company is subject to income tax examinations by major taxing authorities for all tax years subsequent to 2016. During the years ended December 31, 2023 and 2022, the Company recognized no adjustments for uncertain tax positions. However, management’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulation and interpretations, thereof. See Note 13 – Income Taxes for further discussion. |
Net Loss per Common Share | Net Loss per Common Share Basic loss per common share is calculated by dividing net loss available to common shareholders by the number of weighted average common shares issued and outstanding. Diluted loss per common share is calculated by dividing net loss available to common shareholders by the weighted average number of common shares issued and outstanding for the period, plus amounts representing the dilutive effect from the exercise of stock options and warrants and unvested restricted stock, as applicable. The Company calculates dilutive potential common shares using the treasury stock method, which assumes the Company will use the proceeds from the exercise of stock options and warrants to repurchase shares of common stock to hold in its treasury stock reserves. The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as they would be antidilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share December 31, 2023 2022 Shares underlying options outstanding 1,789,206 1,365,365 Unvested restricted stock 42,167 - |
Foreign Currency Translation | Foreign Currency Translation Foreign currency translation is recognized in accordance with ASC 830. The functional currency of Nephros International Limited, the Company’s Irish subsidiary is the Euro, and its translation gains and losses are included in accumulated other comprehensive income. The balance sheet is translated at the year-end rate. The consolidated statements of operations and comprehensive loss are translated at the weighted average rate for the year. Transactions denominated in a currency other than an entity’s functional currency may give rise to transaction gains and losses. The Company recognizes transaction gains and losses within other (expense) income, net, within the consolidated statements of operations and comprehensive loss. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss, as defined in ASC 220, is the total of net loss and all other non-owner changes in equity (or other comprehensive loss). The Company’s other comprehensive loss consists only of foreign currency translation adjustments. |
Segment Reporting | Segment Reporting The Company operates in only one business segment from which the Company’s chief operating decision maker evaluates the financial performance of the Company. |
Recent Accounting Pronouncements, Not Yet Effective | Recent Accounting Pronouncements, Not Yet Effective In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures. The guidance is effective for the Company’s annual reporting period ending December 31, 2025. Early adoption is permitted. The Company is assessing the impact of adopting this guidance on its consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, “Improvements to Reportable Segment Disclosures , |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Revenues and Accounts Receivable Percentage of Major Customers | For the years ended December 31, 2023 and 2022, the following customers accounted for the following percentages of our revenues, respectively: Schedule of Revenues and Accounts Receivable Percentage of Major Customers Customer 2023 2022 A 23 % 26 % B 11 % 10 % Total 34 % 36 % As of December 31, 2023 and 2022, the following customers accounted for the following percentages of our accounts receivable, respectively: Customer 2023 2022 A 12 % 21 % B 6 % 10 % C 3 % 10 % Total 21 % 41 % |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as they would be antidilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share December 31, 2023 2022 Shares underlying options outstanding 1,789,206 1,365,365 Unvested restricted stock 42,167 - |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Assets and Liabilities of Discontinued Operations | All discontinued operations relate to the Company’s previously reported PDS segment, for the year ended December 31, 2022. Schedule of Assets and Liabilities of Discontinued Operations (In thousands) Year Ended December 31, 2022 Total net revenues $ 110 Gross margin (259 ) Research and development expenses 637 Depreciation and amortization expense - Selling, general and administrative expenses 535 Total operating expenses 1,175 Operating loss from discontinued operations (1,434 ) Impairment of assets held for sale (1,395 ) Loss from discontinued operations $ (2,829 ) The following items related to discontinued operations were included in the consolidated statement of cash flows: (in thousands) For the Year ended December 31, 2022 Depreciation $ 42 Amortization 82 Stock compensation 38 Impairment of assets held-for-sale 1,395 Operating lease right-of-use assets 33 Purchases of property and equipment (34 ) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Royalty and Other Revenues | Schedule of Royalty and Other Revenues 2023 2022 Years Ended December 31, 2023 2022 Other revenue $ 97 $ 46 Royalty revenue under the Sublicense Agreement with CamelBak (1) 31 - Total royalty and other revenues $ 128 $ 46 (1) In May 2015, the Company entered into a Sublicense Agreement (the “Sublicense Agreement”) with CamelBak Products, LLC (“CamelBak”). Under this Sublicense Agreement, the Company granted CamelBak an exclusive, non-transferable, worldwide (with the exception of Italy) sublicense and license, in each case solely to market, sell, distribute, import and export the IWTD. In exchange for the rights granted to CamelBak, CamelBak agreed, through December 31, 2022, to pay the Company a percentage of the gross profit on any sales made to a branch of the U.S. military, subject to certain exceptions, and to pay a fixed per-unit fee for any other sales made. CamelBak was also required to meet or exceed certain minimum annual fees payable to the Company, and, if such fees are not met or exceeded, the Company was able to convert the exclusive sublicense to a non-exclusive sublicense with respect to non-U.S. military sales. In the first quarter of 2019, the Sublicense Agreement was amended to eliminate the minimum fee obligations starting May 6, 2018 and, as such, CamelBak has no further minimum fee obligations. The Sublicense Agreement expired on December 31, 2022, though we and CamelBak thereafter orally agreed to continue operating under the terms of the Sublicense agreement. In March 2024, we entered into a further written amendment to the Sublicense Agreement, which was made effective December 31, 2022, that extended the term of the Sublicense Agreement through December 31, 2025. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | At December 31, 2023 and December 31, 2022, the fair value measurements of the Company’s assets and liabilities measured on a recurring basis were as follows: Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (in thousands) December 31, 2023 Cash $ 274 $ - $ - Money market funds 2,515 - - Certificate of deposit 1,518 Cash and cash equivalents $ 4,307 $ - $ - December 31, 2022 Cash $ 1,598 - - Money market funds 2,036 - - Cash and cash equivalents $ 3,634 $ - $ - |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Net | Schedule of Inventory, Net 2023 2022 (In thousands) December 31, 2023 2022 Finished goods $ 2,144 $ 2,709 Raw material 326 422 Work in process - 22 Total inventory $ 2,470 $ 3,153 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment as of December 31, 2023 and 2022 was as follows (in thousands): Schedule of Property and Equipment, Net Life 2023 2022 Estimated Useful December 31, Life 2023 2022 Manufacturing and research equipment 3 7 $ 843 $ 843 Capitalized internal use software and website development 5 103 103 Computer equipment 3 4 43 43 Furniture and fixtures 7 37 37 Leasehold improvements Life of lease 88 13 Property and equipment, gross 1,114 1,039 Less: accumulated depreciation (962 ) (923 ) Property and equipment, net $ 152 $ 116 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets at December 31, 2023 and December 31, 2022 are set forth in the table below. Gross carrying values and accumulated amortization of the Company’s intangible assets by type are as follows: Schedule of Intangible Assets December 31, 2023 December 31, 2022 Cost Accumulated Amortization Net Cost Accumulated Amortization Net (in thousands) Tradenames, service marks and domain names $ 50 $ (50 ) $ - $ 50 $ (40 ) $ 10 Customer relationships 540 (159 ) 381 540 (127 ) 413 Total intangible assets $ 590 $ (209 ) $ 381 $ 590 $ (167 ) $ 423 |
Schedule of Future Amortization Expense | As of December 31, 2023, future amortization expense for each of the next five years is (in thousands): Schedule of Future Amortization Expense Fiscal Years 2024 $ 32 2025 32 2026 32 2027 32 2028 32 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Components of Lease Cost | The components of total lease costs were as follows (in thousands): Schedule of Components of Lease Cost Year ended December 31, 2023 Year ended December 31, 2022 Operating lease cost $ 334 $ 351 Finance lease cost: Amortization of right-of-use assets 7 12 Interest on lease liabilities 2 2 Total finance lease cost 9 14 Variable lease cost 44 53 Total lease cost $ 387 $ 418 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows (in thousands): Schedule of Supplemental Cash Flow Information Related to Leases Year ended December 31, 2023 Year ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 408 $ 365 Financing cash flows from finance leases $ 7 $ 12 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows (in thousands except years): Schedule of Supplemental Balance Sheet Information Related to Leases December 31, 2023 December 31, 2022 Operating lease right-of-use assets $ 1,803 $ 972 Finance lease right-of-use assets $ 4 $ 12 Current portion of operating lease liabilities $ 442 $ 309 Operating lease liabilities 1,390 700 Total operating lease liabilities $ 1,832 $ 1,009 Current portion of finance lease liabilities $ 4 $ 8 Finance lease liabilities - 4 Total finance lease liabilities $ 4 $ 12 Weighted average remaining lease term Operating leases 4.3 3.9 Finance leases 0.6 1.5 Weighted average discount rate Operating leases 8.0 % 8.0 % Finance leases 8.0 % 8.0 % |
Schedule of Maturities of Lease Liabilities | As of December 31, 2023, maturities of lease liabilities were as follows (in thousands): Schedule of Maturities of Lease Liabilities Operating Leases Finance Leases 2024 $ 562 $ 4 2025 435 - 2026 450 - 2027 450 - 2028 251 - Total future minimum lease payments 2,148 4 Less imputed interest (316 ) - Total $ 1,832 $ 4 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses as of December 31, 2023 and 2022 were as follows (in thousands): Schedule of Accrued Expenses 2023 2022 December 31, 2023 2022 Accrued bonus $ 537 $ 76 Accrued directors’ fees - 126 Accrued legal 10 4 Accrued sales commission 117 36 Accrued sales tax payable 22 7 Accrued franchise tax 14 10 Accrued other 94 26 Accrued expenses $ 794 $ 285 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the income tax benefit computed at the statutory tax rate to the Company’s effective tax rate for the years ended December 31, 2023, and 2022 is as follows: Schedule of Effective Income Tax Rate Reconciliation 2023 2022 Years Ended December 31, 2023 2022 U.S. federal statutory rate 21.00 % 21.00 % State taxes 12.22 % 4.79 % Expired NOLs and credits (115.56 )% (12.78 )% Stock-based compensation (4.54 )% (2.43 )% Federal research and development credits - % 0.62 % Foreign Rate Differential - % 9.15 % Other 0.12 % 3.44 % Non-taxable Cancelation of Indebtedness 19.14 % - % Valuation allowance 67.62 % (23.78 )% Effective tax rate - % - % |
Schedule of Deferred Tax Assets | Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2023 and 2022 are as follows (in thousands): Schedule of Deferred Tax Assets 2023 2022 December 31, 2023 2022 Deferred tax assets: Net operating loss carry forwards $ 16,700 $ 17,672 Research and development credits 1,087 1,401 Nonqualified stock option compensation expense 613 543 Lease liabilities 449 243 Capital loss carryforwards 2,072 1,946 Fixed and intangible basis difference - 328 Other temporary book - tax differences 713 243 Total deferred tax assets 21,634 22,376 Deferred tax liabilities: Lease right-of-use assets (442 ) (234 ) Fixed and intangible asset basis difference (116 ) - Total deferred tax liabilities (558 ) (234 ) Deferred tax assets, net 21,076 22,142 Valuation allowance for deferred tax assets (21,076 ) (22,142 ) Net deferred tax assets after valuation allowance $ - $ - |
Stock Plans and Share-Based P_2
Stock Plans and Share-Based Payments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Option Activity | The following table issued summarizes the option activity for the years ended December 31, 2023 and 2022: Summary of Option Activity Shares Weighted Outstanding at December 31, 2021 1,426,510 $ 6.29 Options granted 279,115 1.91 Options forfeited or expired (340,260 ) 6.88 Options exercised - - Outstanding at December 31, 2022 1,365,365 $ 5.25 Options granted 583,089 1.47 Options forfeited or expired (102,722 ) 5.87 Options exercised (1) (56,526 ) 2.47 Outstanding at December 31, 2023 1,789,206 $ 4.07 |
Summary of Options Exercisable Vested and Expected to Vest | The following table summarizes the options exercisable and vested and expected to vest as of December 31, 2023 and 2022. Summary of Options Exercisable Vested and Expected to Vest Shares Weighted Exercisable at December 31, 2022 968,441 $ 5.55 Vested and expected to vest at December 31, 2022 1,342,342 $ 5.26 Exercisable at December 31, 2023 1,171,824 $ 5.25 Vested and expected to vest at December 31, 2023 1,753,398 $ 4.12 |
Schedule of Fair Value Assumptions | The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. The below assumptions for the risk-free interest rates, expected dividend yield, expected lives and expected stock price volatility were utilized for the stock options granted during the year ended December 31, 2023. Schedule of Fair Value Assumptions Assumption for Option Grants 2023 2022 Stock Price Volatility 72.40 % 75.44 % Risk-Free Interest Rates 3.71 % 2.74 % Expected Life (in years) 6.22 5.64 Expected Dividend Yield 0 % 0 % |
Summary of Restricted Stock Activity | The following table summarizes restricted stock activity for the years ended December 31, 2023 and 2022: Summary of Restricted Stock Activity Shares Weighted Nonvested at December 31, 2021 59,732 $ 8.07 Granted - - Vested (44,732 ) 7.87 Forfeited (15,000 ) 8.66 Nonvested at December 31, 2022 - - Granted 299,670 1.47 Vested (187,503 ) 1.08 Nonvested at December 31, 2023 42,167 $ 3.18 |
Schedule of Revenues and Accoun
Schedule of Revenues and Accounts Receivable Percentage of Major Customers (Details) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Customer A [Member] | Revenue Benchmark [Member] | ||
Product Information [Line Items] | ||
Total | 23% | 26% |
Customer A [Member] | Accounts Receivable [Member] | ||
Product Information [Line Items] | ||
Total | 12% | 21% |
Customer B [Member] | Revenue Benchmark [Member] | ||
Product Information [Line Items] | ||
Total | 11% | 10% |
Customer B [Member] | Accounts Receivable [Member] | ||
Product Information [Line Items] | ||
Total | 6% | 10% |
Customer Total [Member] | Revenue Benchmark [Member] | ||
Product Information [Line Items] | ||
Total | 34% | 36% |
Customer Total [Member] | Accounts Receivable [Member] | ||
Product Information [Line Items] | ||
Total | 21% | 41% |
Customer C [Member] | Accounts Receivable [Member] | ||
Product Information [Line Items] | ||
Total | 3% | 10% |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 1,789,206 | 1,365,365 |
Unvested Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 42,167 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Inventory impairments and writeoffs | $ 295,000 | $ 773,000 | ||
Inventory | 387,000 | 765,000 | ||
Retained Earnings (Accumulated Deficit) | 144,406,000 | 142,831,000 | ||
Net Cash Provided by (Used in) Operating Activities | 827,000 | (3,234,000) | ||
Allowance for doubtful accounts receivable | 11,000 | 0 | ||
Impairment losses for long-lived assets | 1,395,000 | |||
Cost of goods sold | 5,833,000 | 5,244,000 | ||
Other nonoperating expense | 44,000 | |||
Other nonoperating income | 64,000 | |||
Shipping and Handling [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Cost of goods sold | $ 107,000 | 98,000 | ||
Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives for property and equipment, net | 3 years | |||
Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives for property and equipment, net | 7 years | |||
Specialty Renal Products, Inc. [Member] | Loan Agreement [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Repayments of debt | $ 1,300,000 | |||
Proceeds from loans | $ 1,000,000 | |||
Loans payable | $ 0 | |||
Specialty Renal Products, Inc. [Member] | Series A Preferred Stock [Member] | SRP Purchase Agreement [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Number of shares sold in transaction | 100,003 | |||
Share price | $ 5 | |||
Gross proceeds received through transaction | $ 500,015 | |||
Previously Reported [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Inventory impairments and writeoffs | 623,000 | |||
Inventory | $ 915,000 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities of Discontinued Operations (Details) - USD ($) | 12 Months Ended | ||
Oct. 04, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Total net revenues | $ 110,000 | ||
Gross margin | (259,000) | ||
Research and development expenses | 637,000 | ||
Depreciation and amortization expense | |||
Selling, general and administrative expenses | 535,000 | ||
Total operating expenses | 1,175,000 | ||
Operating loss from discontinued operations | (1,434,000) | ||
Impairment of assets held for sale | $ (1,395,000) | (1,395,000) | |
Loss from discontinued operations | (2,829,000) | ||
Depreciation | 42,000 | ||
Amortization | 82,000 | ||
Stock compensation | 38,000 | ||
Impairment of assets held-for-sale | 1,395,000 | ||
Operating lease right-of-use assets | 33,000 | ||
Purchases of property and equipment | $ (34,000) |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | 12 Months Ended | |
Oct. 04, 2022 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Intangible assets impairment loss | $ 1,395,000 | $ 1,395,000 |
Assets held-for-sale, not part of disposal | $ 0 | |
Operating lease right of use assets | $ 49,000 | |
Definitive Asset Purchase Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Consideration in sale of assets, description | In consideration for the sale of these assets, the Company received $1,000 in cash at the closing, and will receive potential royalties payable to Nephros for a seven-year period commencing on January 1, 2023 subject to a minimum gross margin threshold. | |
Cash | $ 1,000 | |
Potential royalties payable period | 7 years | |
Potential royalties payments commencing date | Jan. 01, 2023 |
Schedule of Royalty and Other R
Schedule of Royalty and Other Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Disaggregation of Revenue [Line Items] | |||
Total royalty and other revenues | $ 14,238 | $ 9,975 | |
Other Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total royalty and other revenues | 97 | 46 | |
Royalty Revenue [Member] | Camelbak Sublicense Agreement [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total royalty and other revenues | [1] | 31 | |
Royalty And Other Revenues [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total royalty and other revenues | $ 128 | $ 46 | |
[1]In May 2015, the Company entered into a Sublicense Agreement (the “Sublicense Agreement”) with CamelBak Products, LLC (“CamelBak”). Under this Sublicense Agreement, the Company granted CamelBak an exclusive, non-transferable, worldwide (with the exception of Italy) sublicense and license, in each case solely to market, sell, distribute, import and export the IWTD. In exchange for the rights granted to CamelBak, CamelBak agreed, through December 31, 2022, to pay the Company a percentage of the gross profit on any sales made to a branch of the U.S. military, subject to certain exceptions, and to pay a fixed per-unit fee for any other sales made. CamelBak was also required to meet or exceed certain minimum annual fees payable to the Company, and, if such fees are not met or exceeded, the Company was able to convert the exclusive sublicense to a non-exclusive sublicense with respect to non-U.S. military sales. In the first quarter of 2019, the Sublicense Agreement was amended to eliminate the minimum fee obligations starting May 6, 2018 and, as such, CamelBak has no further minimum fee obligations. The Sublicense Agreement expired on December 31, 2022, though we and CamelBak thereafter orally agreed to continue operating under the terms of the Sublicense agreement. In March 2024, we entered into a further written amendment to the Sublicense Agreement, which was made effective December 31, 2022, that extended the term of the Sublicense Agreement through December 31, 2025. |
Schedule of Assets and Liabil_2
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | $ 274 | $ 1,598 |
Money market funds | 2,515 | 2,036 |
Certificate of deposit | 1,518 | |
Cash and cash equivalents | 4,307 | 3,634 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | ||
Money market funds | ||
Cash and cash equivalents | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | ||
Money market funds | ||
Cash and cash equivalents |
Schedule of Inventory, Net (Det
Schedule of Inventory, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 2,144 | $ 2,709 |
Raw material | 326 | 422 |
Work in process | 22 | |
Total inventory | $ 2,470 | $ 3,153 |
Schedule of Property and Equipm
Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,114 | $ 1,039 |
Less: accumulated depreciation | (962) | (923) |
Property and equipment, net | $ 152 | 116 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Life | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Life | 7 years | |
Manufacturing and Research Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 843 | 843 |
Manufacturing and Research Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Life | 3 years | |
Manufacturing and Research Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Life | 7 years | |
Capitalized Internal Use Software and Website Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 103 | 103 |
Property and equipment, Life | 5 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 43 | 43 |
Computer Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Life | 3 years | |
Computer Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Life | 4 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 37 | 37 |
Property and equipment, Life | 7 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 88 | $ 13 |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Useful Life, Lease Term [Member] | Useful Life, Lease Term [Member] |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 39,000 | $ 93,000 |
Cost of goods sold, depreciation | $ 3,000 | $ 22,000 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 590 | $ 590 |
Accumulated Amortization | (209) | (167) |
Total Intangible Assets, Net | 381 | 423 |
Tradenames, Service Marks and Domain Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 50 | 50 |
Accumulated Amortization | (50) | (40) |
Total Intangible Assets, Net | 10 | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 540 | 540 |
Accumulated Amortization | (159) | (127) |
Total Intangible Assets, Net | $ 381 | $ 413 |
Schedule of Future Amortization
Schedule of Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 32 |
2025 | 32 |
2026 | 32 |
2027 | 32 |
2028 | $ 32 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 42 | $ 42 |
Intangible asset impairment charges | 1,000 | |
Goodwill | $ 759 | $ 759 |
License and Supply Agreement,_2
License and Supply Agreement, net (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 11, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Capitalized intangible assets, gross | $ 2,300,000 | ||
Capitalized intangible assets, net | 271,000 | $ 402,000 | |
Accumulated amortization | (209,000) | (167,000) | |
Amortization expense | 42,000 | 42,000 | |
Interest rate, description | EURIBOR 360-day rate plus 500 basis points calculated on the principal amount of any outstanding invoices that are overdue by more than 15 days beyond the original payment terms | ||
Accounts Payable and Accrued Liabilities [Member] | |||
Royalty expense | 90,000 | 71,000 | |
Cost of Sales [Member] | |||
Royalty expense | 400,000 | 300,000 | |
License and Supply Agreement [Member] | |||
Capitalized intangible assets, net | 300,000 | 400,000 | |
Accumulated amortization | 2,000,000 | 1,900,000 | |
Amortization expense | $ 100,000 | $ 100,000 | |
License and Supply Agreement [Member] | April 23, 2014 through December 31, 2023 [Member] | Medica [Member] | |||
Royalty rate | 3% |
Secured Note Payable (Details N
Secured Note Payable (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 27, 2018 | |
Short-Term Debt [Line Items] | |||
Interest expense | $ 2,000 | $ 20,000 | |
Secured Note [Member] | |||
Short-Term Debt [Line Items] | |||
Repayments of notes payable | 71,000 | 289,000 | |
Interest expense | $ 1,000 | 18,000 | |
Secured Promissory Note Agreement [Member] | Tech Capital, LLC [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount of secured note payable | $ 100,000 | $ 1,200,000 | |
Debt maturity date | Apr. 01, 2023 | ||
Debt interest rate | 8% | ||
Maturity date, description | Principal and interest payments are due on the first day of each month commencing on May 1, 2018. |
Schedule of Components of Lease
Schedule of Components of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 334 | $ 351 |
Finance lease cost: | ||
Amortization of right-of-use assets | 7 | 12 |
Interest on lease liabilities | 2 | 2 |
Total finance lease cost | 9 | 14 |
Variable lease cost | 44 | 53 |
Total lease cost | $ 387 | $ 418 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 408 | $ 365 |
Financing cash flows from finance leases | $ 7 | $ 12 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 1,803 | $ 972 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Lease right-of-use assets | Lease right-of-use assets |
Finance lease right-of-use assets | $ 4 | $ 12 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Lease right-of-use assets | Lease right-of-use assets |
Current portion of operating lease liabilities | $ 442 | $ 309 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current portion of lease liabilities | Current portion of lease liabilities |
Operating lease liabilities, net of current portion | $ 1,390 | $ 700 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Lease liabilities, net of current portion | Lease liabilities, net of current portion |
Total operating lease liabilities | $ 1,832 | $ 1,009 |
Current portion of finance lease liabilities | $ 4 | $ 8 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current portion of lease liabilities | Current portion of lease liabilities |
Finance lease liabilities, net of current portion | $ 4 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Lease liabilities, net of current portion | Lease liabilities, net of current portion |
Total finance lease liabilities | $ 4 | $ 12 |
Weighted average remaining lease term, Operating leases | 4 years 3 months 18 days | 3 years 10 months 24 days |
Weighted average remaining lease term, Finance leases | 7 months 6 days | 1 year 6 months |
Operating leases | 8% | 8% |
Finance leases | 8% | 8% |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
Operating Leases, 2024 | $ 562 | |
Operating Leases, 2025 | 435 | |
Operating Leases, 2026 | 450 | |
Operating Leases, 2027 | 450 | |
Operating Leases, 2028 | 251 | |
Operating Leases, Total future minimum lease payments | 2,148 | |
Operating Leases, Less imputed interest | (316) | |
Operating Leases, Total | 1,832 | $ 1,009 |
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
Finance Leases, 2024 | 4 | |
Finance Leases, 2025 | ||
Finance Leases, 2026 | ||
Finance Leases, 2027 | ||
Finance Leases, 2027 | ||
Finance Leases, Total future minimum lease payments | 4 | |
Finance Leases, Less imputed interest | ||
Finance Leases, Total | $ 4 | $ 12 |
Leases (Details Narrative)
Leases (Details Narrative) | Dec. 31, 2023 |
Minimum [Member] | |
Remaining lease term | 1 year |
Maximum [Member] | |
Remaining lease term | 5 years |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued bonus | $ 537 | $ 76 |
Accrued directors’ fees | 126 | |
Accrued legal | 10 | 4 |
Accrued sales commission | 117 | 36 |
Accrued sales tax payable | 22 | 7 |
Accrued franchise tax | 14 | 10 |
Accrued other | 94 | 26 |
Accrued expenses | $ 794 | $ 285 |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate | 21% | 21% |
State taxes | 12.22% | 4.79% |
Expired NOLs and credits | (115.56%) | (12.78%) |
Stock-based compensation | (4.54%) | (2.43%) |
Federal research and development credits | 0.62% | |
Foreign Rate Differential | 9.15% | |
Other | 0.12% | 3.44% |
Non-taxable Cancelation of Indebtedness | 19.14% | |
Valuation allowance | 67.62% | (23.78%) |
Effective tax rate |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 16,700 | $ 17,672 |
Research and development credits | 1,087 | 1,401 |
Nonqualified stock option compensation expense | 613 | 543 |
Lease liabilities | 449 | 243 |
Capital loss carryforwards | 2,072 | 1,946 |
Fixed and intangible basis difference | 328 | |
Other temporary book - tax differences | 713 | 243 |
Total deferred tax assets | 21,634 | 22,376 |
Lease right-of-use assets | (442) | (234) |
Fixed and intangible asset basis difference | (116) | |
Total deferred tax liabilities | (558) | (234) |
Deferred tax assets, net | 21,076 | 22,142 |
Valuation allowance for deferred tax assets | (21,076) | (22,142) |
Net deferred tax assets after valuation allowance |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Current or deferred tax benefit or expense | $ 0 | $ 0 |
Valuation allowance, increased | 1,100,000 | |
Federal Research and Development Tax Credit Carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforwards | 1,100,000 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 77,300,000 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 6,800,000 | |
2018 Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 14,000,000 |
Summary of Option Activity (Det
Summary of Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Share-Based Payment Arrangement [Abstract] | |||
Shares, Outstanding at beginning of year | 1,365,365 | 1,426,510 | |
Weighted Average Exercise Price, Outstanding at beginning of year | $ 5.25 | $ 6.29 | |
Shares, Options granted | 583,089 | 279,115 | |
Weighted Average Exercise Price, Options granted | $ 1.47 | $ 1.91 | |
Shares, Options forfeited or expired | (102,722) | (340,260) | |
Weighted Average Exercise Price, Options forfeited or expired | $ 5.87 | $ 6.88 | |
Shares, Options exercised | (56,526) | [1] | |
Weighted Average Exercise Price, Options exercised | $ 2.47 | [1] | |
Shares, Outstanding at end of year | 1,789,206 | 1,365,365 | |
Weighted Average Exercise Price, Outstanding at end of year | $ 4.07 | $ 5.25 | |
[1] 56,526 options were exercised via cashless exercise which resulted in 16,576 |
Summary of Options Exercisable
Summary of Options Exercisable Vested and Expected to Vest (Details) - $ / shares shares in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Share-Based Payment Arrangement [Abstract] | ||
Shares, Exercisable | 1,171,824 | 968,441 |
Weighted Average Exercise Price, Exercisable | $ 5.25 | $ 5.55 |
Shares, Vested and expected to vest | 1,753,398 | 1,342,342 |
Weighted Average Exercise Price, Vested and expected to vest | $ 4.12 | $ 5.26 |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumptions (Details) - Employee Stock [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Stock Price Volatility | 72.40% | 75.44% |
Risk-Free Interest Rates | 3.71% | 2.74% |
Expected Life (in years) | 6 years 2 months 19 days | 5 years 7 months 20 days |
Expected Dividend Yield | 0% | 0% |
Summary of Restricted Stock Act
Summary of Restricted Stock Activity (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares, Nonvested Beginning Balance | 59,732 | |
Weighted Average Grant Date Fair Value, Nonvested Beginning Balance | $ 8.07 | |
Shares, Granted | 299,670 | |
Weighted Average Grant Date Fair Value, Granted | $ 1.47 | |
Shares, Vested | (187,503) | (44,732) |
Weighted Average Grant Date Fair Value, Vested | $ 1.08 | $ 7.87 |
Shares, Forfeited | (15,000) | |
Weighted Average Grant Date Fair Value, Forfeited | $ 8.66 | |
Shares, Nonvested Ending Balance | 42,167 | |
Weighted Average Grant Date Fair Value, Nonvested Ending Balance | $ 3.18 |
Stock Plans and Share-Based P_3
Stock Plans and Share-Based Payments (Details Narrative) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Nov. 01, 2023 | Dec. 31, 2021 | May 07, 2019 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Options outstanding | 1,789,206 | 1,365,365 | 122,524 | 1,426,510 | ||
Stock option vested term | 6 years 4 months 24 days | |||||
Stock-based compensation expense | $ 1,000,000 | $ 900,000 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 56,526 | [1] | ||||
Number of shares issued for common stock | 16,576 | |||||
Weighted-average fair value option, granted | $ 0.99 | $ 1.25 | ||||
Aggregate intrinsic values of stock options outstanding | $ 1,400,000 | $ 0 | ||||
Intrinsic values of stock options exercised | 58,000 | 0 | ||||
Unrecognized compensation | $ 600,000 | |||||
Unrecognized compensation expense, period for recognition | 2 years 11 months 19 days | |||||
Income tax expense benefit | $ 0 | 0 | ||||
Unrecognized compensation expense | 0 | |||||
Restricted Stock [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | 322,000 | $ 42,000 | ||||
Unrecognized compensation expense, period for recognition | 4 months 24 days | |||||
Fair value of restricted stock | $ 200,000 | $ 400,000 | ||||
Number of stock options granted | 299,670 | |||||
Unrecognized compensation expense | $ 15,000 | |||||
Restricted Stock [Member] | Employees [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of stock options granted | 154,000 | |||||
Selling, General and Administrative Expenses [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | 1,000,000 | $ 800,000 | ||||
Research and Development Expense [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 39,000 | 63,000 | ||||
2015 Equity Incentive Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of shares reserved and authorized for awards | 2,547,400 | |||||
2015 Equity Incentive Plan [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Options outstanding | 1,774,819 | |||||
Stock option plan terms and description | The options issued to employees expire on various dates between April 15, 2025 and December 27, 2033 | |||||
Share-based Compensation, grant | 65,580 | |||||
2015 Equity Incentive Plan [Member] | Maximum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock options contractual term | 10 years | |||||
2015 Equity Incentive Plan [Member] | Maximum [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock option vested term | 4 years | |||||
2015 Equity Incentive Plan [Member] | Minimum [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock option vested term | 2 years | |||||
2004 Stock Incentive Plan [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Options outstanding | 14,387 | |||||
Stock option plan terms and description | The options expire on various dates between February 5, 2024 and March 26, 2024 | |||||
SRP Equity Incentive Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of shares reserved and authorized for awards | 150,000 | |||||
Stock-based compensation expense | $ 27,000 | $ 47,000 | ||||
[1] 56,526 options were exercised via cashless exercise which resulted in 16,576 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Feb. 04, 2022 | Feb. 01, 2022 | Sep. 09, 2018 | Mar. 31, 2023 | Feb. 28, 2022 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||||||||
Number of shares issued for common stock | 16,576 | ||||||||
Inventory write down | $ 295,000 | $ 773,000 | |||||||
Proceeds from warrants exercised | $ 163,000 | ||||||||
Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants outstanding | 0 | 0 | |||||||
Number of warrant purchase | 60,374 | ||||||||
Proceeds from warrants exercised | $ 200,000 | ||||||||
Number of warrants exercised | 60,374 | ||||||||
Warrants purchased, expired | 63,102 | ||||||||
Management [Member] | Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrant purchase | 14,815 | ||||||||
Proceeds from warrants exercised | $ 40,000 | ||||||||
Specialty Renal Products, Inc. [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Outstanding indebtness | $ 1,500,000 | ||||||||
Inventory write down | $ 24,000,000 | ||||||||
Specialty Renal Products, Inc. [Member] | Chief Executive Officer [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued for common stock | 313 | ||||||||
Specialty Renal Products, Inc. [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued for common stock | 62,500 | ||||||||
Ownership percentage | 62.50% | ||||||||
Specialty Renal Products, Inc. [Member] | Lambda Investors LLC [Member] | Series A Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued for common stock | 25,938 | ||||||||
Ownership percentage | 36% | ||||||||
Series A Preferred Stock Purchase Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock | 600,000 | ||||||||
Sale of stock price per share | $ 5 | ||||||||
Proceeds from sale of stock | $ 3,000,000 | ||||||||
SRP Purchase Agreement Closing [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock | 100,003 | ||||||||
Proceeds from sale of stock | $ 500,015 | ||||||||
Sale of stock | $ 188,000 | ||||||||
Loan Agreement [Member] | Specialty Renal Products, Inc. [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Repayments of debt | $ 1,300,000 | ||||||||
Proceeds from Loans | $ 1,000,000 |
Savings Incentive Match Plan (D
Savings Incentive Match Plan (Details Narrative) - Savings Incentive Match Plan [Member] - USD ($) | 12 Months Ended | ||
Jan. 02, 2017 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Employer matching contribution, percentage | 100% | ||
Maximum annual contributions percentage | 3% | ||
Contribution expense | $ 91,000 | $ 104,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - 12 months ended Dec. 31, 2023 - License and Supply Agreement [Member] - Medica Spa [Member] $ in Millions | USD ($) | EUR (€) | EUR (€) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Long-term purchase commitment, amount | $ 4.1 | € 3,800,000 | |
Purchase commitment, remaining minimum amount committed | $ 5.3 | € 4,900,000 | |
2024 [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Long-term purchase commitment, amount | 4,208,000 | ||
2025 [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Long-term purchase commitment, amount | 4,629,000 | ||
2026 [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Long-term purchase commitment, amount | 4,976,000 | ||
2027 [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Long-term purchase commitment, amount | 5,349,000 | ||
2028 [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Long-term purchase commitment, amount | € 5,750,000 |