Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 24, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-33624 | ||
Entity Registrant Name | SINTX Technologies, Inc. | ||
Entity Central Index Key | 0001269026 | ||
Entity Tax Identification Number | 84-1375299 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 1885 West 2100 South | ||
Entity Address, City or Town | Salt Lake City | ||
Entity Address, State or Province | UT | ||
Entity Address, Postal Zip Code | 84119 | ||
City Area Code | (801) | ||
Local Phone Number | 839-3500 | ||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
Trading Symbol | SINT | ||
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 | $ 10,677,442 | ||
Entity Common Stock, Shares Outstanding | 3,924,336 | ||
Documents Incorporated By Reference | None | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | TANNER LLC | ||
Auditor Firm ID | 270 | ||
Auditor Location | Lehi, Utah |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 6,245 | $ 14,273 |
Account and other receivables, net of allowance | 328 | 102 |
Prepaid expenses and other current assets | 344 | 350 |
Inventories | 284 | 303 |
Other current assets | 8 | |
Total current assets | 7,209 | 15,028 |
Inventories, net | 453 | 294 |
Property and equipment, net | 5,691 | 4,025 |
Intangible assets, net | 26 | 31 |
Operating lease right of use asset | 2,309 | 2,385 |
Other long-term assets | 85 | 77 |
Total assets | 15,773 | 21,840 |
Current liabilities: | ||
Accounts payable | 434 | 241 |
Accrued liabilities | 1,618 | 1,150 |
Current portion of long-term debt | 160 | 509 |
Derivative liabilities | 5,126 | 347 |
Current portion of operating lease liability | 738 | 500 |
Other current liabilities | 2 | |
Total current liabilities | 8,078 | 2,747 |
Operating lease liability, net of current portion | 1,621 | 1,898 |
Long term debt, net of current portion | 368 | |
Other long-term liabilities | 2 | |
Total liabilities | 10,069 | 4,645 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.01 par value, 250,000,000 shares authorized; 542,145 and 247,106 shares issued and outstanding as of December 31, 2022 and 2021, respectively. | 5 | 2 |
Additional paid-in capital | 268,154 | 267,609 |
Accumulated deficit | (262,455) | (250,416) |
Total stockholders’ equity | 5,704 | 17,195 |
Total liabilities and stockholders’ equity | 15,773 | 21,840 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock value | ||
Series C Convertible Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock value | ||
Series D Convertible Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock value | ||
Series E Convertible Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 542,145 | 247,106 |
Common stock, shares outstanding | 542,145 | 247,106 |
Series B Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, shares authorized | 130,000,000 | 130,000,000 |
Convertible preferred stock, shares issued | 26 | 26 |
Convertible preferred stock, shares outstanding | 26 | 26 |
Series C Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, shares authorized | 130,000,000 | 130,000,000 |
Convertible preferred stock, shares issued | 50 | 51 |
Convertible preferred stock, shares outstanding | 50 | 51 |
Series D Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, shares authorized | 130,000,000 | 130,000,000 |
Convertible preferred stock, shares issued | 206 | 0 |
Convertible preferred stock, shares outstanding | 206 | 0 |
Series E Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, shares authorized | 130,000,000 | 130,000,000 |
Convertible preferred stock, shares issued | 1 | 0 |
Convertible preferred stock, shares outstanding | 1 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total revenue | $ 1,561 | $ 606 |
Costs of revenue | 265 | 449 |
Gross profit | 1,296 | 157 |
Operating expenses: | ||
Research and development | 6,450 | 5,886 |
General and administrative | 3,990 | 3,603 |
Sales and marketing | 1,336 | 1,288 |
Grant and contract expenses | 855 | |
Total operating expenses | 12,631 | 10,777 |
Loss from operations | (11,335) | (10,620) |
Other income (expenses): | ||
Interest expense | (17) | (25) |
Interest income | 23 | 101 |
Forgiveness of PPP loan | 391 | |
Gain (loss) on the disposal of assets | (1) | 144 |
Change in fair value of derivative liabilities | (1,091) | 696 |
Other income (expense) | 382 | 4 |
Total other income (expense), net | (704) | 1,311 |
Net loss before income taxes | (12,039) | (9,309) |
Provision for income taxes | ||
Net loss | (12,039) | (9,309) |
Deemed dividend related to beneficial conversion feature on convertible preferred stock | (4,450) | |
Net loss attributable to common stockholders | $ (16,489) | $ (9,309) |
Net loss per share – basic and diluted | ||
Basic – net loss | $ (39.92) | $ (37.70) |
Basic – deemed dividend and accretion of a discount on conversion of preferred stock | (14.75) | |
Basic – attributable to common stockholders | (54.67) | (37.70) |
Diluted – net loss | (46.79) | (39.91) |
Diluted - deemed dividend and accretion of a discount on conversion of preferred stock | (14.02) | |
Diluted – attributable to common stockholders | $ (60.81) | $ (39.91) |
Weighted average common shares outstanding: | ||
Basic | 301,610 | 246,919 |
Diluted | 317,323 | 250,701 |
Product [Member] | ||
Total revenue | $ 601 | $ 606 |
Grant and Contract [Member] | ||
Total revenue | $ 960 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2020 | $ 2 | $ 266,909 | $ (241,107) | $ 25,804 | |
Balance, shares at Dec. 31, 2020 | 77 | 245,524 | |||
Stock based compensation | 309 | 309 | |||
Stock based compensation, shares | 260 | ||||
Extinguishment of derivative liability upon exercise of warrant | 195 | 195 | |||
Issuance of common stock upon exercise of warrants for cash | 196 | 196 | |||
Issuance of common stock upon exercise of warrants for cash, shares | 1,302 | ||||
Issuance of common stock from the cashless exercise of warrants | |||||
Issuance of common stock from the cashless exercise of warrants, shares | 19 | ||||
Net loss | (9,309) | (9,309) | |||
Balance at Dec. 31, 2021 | $ 2 | 267,609 | (250,416) | 17,195 | |
Balance, shares at Dec. 31, 2021 | 77 | 247,105 | |||
Stock based compensation | 370 | 370 | |||
Stock based compensation, shares | 219 | ||||
Net loss | (12,039) | (12,039) | |||
Preferred stock issued for cash | 2 | 2 | |||
Preferred stock issued for cash, shares | 1 | ||||
Preferred stock issued for derivative liability | |||||
Preferred stock issued for derivative liability, shares | 4,656 | ||||
Issuance of common stock from conversion of preferred stock | $ 3 | (3) | |||
Issuance of common stock from conversion of preferred stock, shares | (4,451) | 294,672 | |||
Issuance of agent warrants | 154 | 154 | |||
Deemed dividend related to the conversion of preferred stock | 4,450 | 4,450 | |||
Deemed dividend related to the conversion of preferred stock | (4,450) | (4,450) | |||
Acquisition of subsidiary | 22 | 22 | |||
Round up shares issued in reverse split | |||||
Round up shares issued in reverse split, shares | 149 | ||||
Balance at Dec. 31, 2022 | $ 5 | $ 268,154 | $ (262,455) | $ 5,704 | |
Balance, shares at Dec. 31, 2022 | 283 | 542,145 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flow from operating activities | ||
Net loss | $ (12,039) | $ (9,309) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 335 | 185 |
Amortization of right of use asset | 623 | 460 |
Amortization of intangible assets | 5 | 5 |
Non-cash interest income | (88) | |
Non-cash interest expense | 25 | |
Stock based compensation | 369 | 309 |
Change in fair value of derivative liabilities | 1,091 | (696) |
Loss (gain) on disposal of equipment | 1 | (144) |
Non-cash other income – forgiveness of loans | (391) | |
Changes in operating assets and liabilities: | ||
Bad debt expense | (7) | |
Account and other receivables | (26) | (61) |
Prepaid expenses and other assets | 13 | (149) |
Inventories | (140) | (110) |
Accounts payable and accrued liabilities | 226 | 264 |
Other liabilities | (128) | (26) |
Payments on operating lease liability | (586) | (401) |
Net cash used in operating activities | (10,263) | (10,127) |
Cash flows from investing activities | ||
Purchase of property and equipment | (1,405) | (3,744) |
Proceeds from note receivable, net of imputed interest | 1,944 | |
Proceeds from the sale of property and equipment | 1 | 144 |
Cash acquired in acquisition (see Note 2) | 303 | |
Net cash used in investing activities | (1,101) | (1,656) |
Cash flows from financing activities | ||
Proceeds from issuance of preferred stock recorded as derivative liabilities, net | 3,842 | |
Proceeds from issuance of preferred stock, net | 3 | |
Proceeds from issuance of common stock in connection with exercise of warrants | 196 | |
Principal payment on debt | (509) | |
Proceeds from issuance of debt | 509 | |
Net cash provided by financing activities | 3,336 | 705 |
Net decrease in cash and cash equivalents | (8,028) | (11,078) |
Cash and cash equivalents at beginning of year | 14,273 | 25,351 |
Cash and cash equivalents at end of year | 6,245 | 14,273 |
Noncash investing and financing activities | ||
Right-of-use assets and assumption of operating lease liability | 27 | 918 |
Extinguishment of derivative liabilities through exercise of warrants | 195 | |
Acquisition of subsidiary through assumption of debt (see Note 2) | 22 | |
Conversion of preferred stock to common stock | 3 | |
Supplemental cash flow information | ||
Cash paid for interest | $ 1 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies The consolidated financial statements include the accounts of SINTX Technologies, Inc. (“SINTX”) and its wholly-owned subsidiaries, SINTX Armor, Inc. (“SINTX Armor”) and Technology Assessment and Transfer, Inc. (TA&T), which are collectively referred to as “we” or “the Company”. SINTX was incorporated in the state of Delaware on December 10, 1996 (and was previously known as Amedica Corporation). The Company is an OEM advanced ceramics materials company focused on providing solutions in a variety of medical, industrial, and antipathogenic applications. SINTX is a 25-year-old company that has grown over time from focusing on the research and development of silicon nitride for use in human interbody implants to becoming an advanced ceramics company engaged in many different fields, and this has enabled the Company to focus on core competencies. The core strength of the Company is the manufacturing, research, and development of advanced ceramics for external partners. The Company presently manufactures ceramic powders and components in its Salt Lake City and Maryland facilities. The SINTX Salt Lake City facility is FDA and ANVISA registered, ISO 13485:2016 certified, and ASD9100D certified. The Company’s products are primarily sold in the United States. The Company is focused on building revenue generating opportunities in three business industries - antipathogenic, industrial (including armor), and biomedical – thereby connecting with current and new customers, partners and manufacturers to help realize the goal of leveraging expertise in high-tech ceramics to create new, innovative opportunities across these sectors. We expect our continued investment in research and development to provide additional revenue opportunities. The Company’s initial focus was the development and commercialization of products made from silicon nitride for use in spinal fusion and hip and knee replacement applications. SINTX believes it is the first and only manufacturer to use silicon nitride in medical applications primarily focused on spine fusion therapies. Since then, we have developed other applications for our silicon nitride technology as well as utilized our expertise in the use of ceramic materials in other applications. In July 2021, the Company acquired the equipment and obtained certain proprietary know-how rights with which it intends to develop, manufacture, and commercialize protective armor from boron carbide and a composite material of silicon carbide and boron carbide for military, law enforcement and civilian uses. The protective armor operations are housed in SINTX Armor. In June 2022, the Company acquired TA&T, a nearly 40-year-old business with a mission to transition advanced materials and process technologies from a laboratory environment to commercial products and services (see Note 2). On October 1, 2018, the Company completed the sale of its retail spine business to CTL Medical, a Dallas, Texas-based privately held medical device manufacturer. As a result of the sale, CTL Medical became the exclusive owner of the Company’s portfolio of metal and silicon nitride spine products, as well as access to future silicon nitride spine technologies developed by the Company. The Company’s name, Amedica, was also transferred to CTL Medical, which is now CTL Amedica. The Company serves as CTL’s exclusive OEM provider of silicon nitride products. Manufacturing, R&D, and all intellectual property related to the core, non-spine, biomaterial technology including silicon nitride remains with the Company. On October 30, 2018, the Company amended its Certificate of Incorporation with the State of Delaware to change its corporate name to SINTX Technologies, Inc. The Company also changed its trading symbol on the NASDAQ Capital Market to “SINT”. The Company’s new corporate brand reflects both the Company’s core competence in the science and production of silicon nitride ceramics and other ceramics, as well as encouraging prospects for the future, as an OEM supplier of spine implants to CTL Amedica, and multiple opportunities outside of spine. Basis of Presentation and Principles of Consolidation These consolidated financial statements have been prepared by management in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and include all assets and liabilities of the Company. In May 2020, the Company dissolved a wholly owned subsidiary ST Sub, Inc. At the time of dissolution, the subsidiary had no assets, liabilities, equity, or operations. Reverse Stock Split On December 20, 2022, the Company effected a 1 for 100 reverse stock split Liquidity and Capital Resources The consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern within one year from the date of issuance of these consolidated financial statements. For the years ended December 31, 2022 and 2021, the Company incurred a net loss of $ 12.0 9.3 10.3 10.1 262.5 250.4 The Company is actively generating additional scientific and clinical data to have it published in leading industry publications. The unique features of our advanced ceramic materials are not well known, and we believe the publication of such data would help sales efforts as the Company approaches new prospects. The Company is also making additional changes to the sales strategy, including a focus on revenue growth by expanding the use of silicon nitride in other areas outside of spinal fusion applications. The Company has also acquired equipment and certain proprietary know-how for the purpose of developing, manufacturing and commercializing armored plates made from boron carbide and a composite of boron carbide and silicon carbide for military, law enforcement and other civilian uses. The Company has common stock that is publicly traded and has been able to successfully raise capital when needed since the date of the Company’s initial public offering in February 2014. During the year ended December 31, 2019, the Company entered into an at-the-market (2019 ATM) equity distribution agreement with Maxim Group LLC (“Maxim”) under which the Company could sell, from time to time, shares of common stock having an aggregate offering price of up to $ 2.5 3,544 0.8 0.034 On February 25, 2021, the Company entered into an Equity Distribution Agreement (the “2021 Distribution Agreement”) with Maxim Group LLC (“Maxim”), pursuant to which the Company may sell from time to time, shares of the Company’s common stock having an aggregate offering price of up to $ 2.0 Subject to the terms and conditions of the 2021 Distribution Agreement, Maxim will use its commercially reasonable efforts to sell the Shares from time to time, based on our instructions. Under the 2021 Distribution Agreement, Maxim may sell the Shares by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on the Nasdaq Capital Market. We have no obligation to sell any shares under the ATM and may at any time suspend offers under the 2021 Distribution Agreement. The Offering will terminate upon the earlier of (i) the sale of shares having an aggregate offering price of $2.0 million, (ii) the termination by either Maxim or the Company upon the provision of fifteen (15) days written notice, or (iii) February 25, 2024. Under the terms of the 2021 Distribution Agreement, Maxim will be entitled to a transaction fee at a fixed rate of 2.0% of the gross sales price of Shares sold under the 2021 Distribution Agreement. The Company will also reimburse Maxim for certain expenses incurred in connection with the 2021 Distribution Agreement and agreed to provide indemnification and contribution to Maxim with respect to certain liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended. As of December 30, 2022, there have been no sales of shares of common stock under the 2021 Distribution Agreement On October 17, 2022, the Company closed on the sale of 4,656 4.7 On February 10, 2023, the Company closed on a public offering of 2,150,000 5.60 12.0 10.9 Management has concluded existing capital resources will be sufficient to fund operations for at least the next 12 months, or through March 2024. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. As of December 31, 2022, the most significant estimate relates to derivative liabilities and stock based compensation. Concentrations of Credit Risk and Significant Customers Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, and note receivables. Because the financial institution that the Company currently uses does not participate in the Certificate of Deposit Account Registry Service (“CDARS”), the Company does not presently have a program to limit its exposure to credit loss. The Company’s deposits, at times, may exceed federally insured limits. As of December 31, 2022, one commercial customer and government agencies represent 79 66 Risks Related to COVID-19 Pandemic The COVID-19 pandemic is affecting the United States and global economies and may affect the Company’s operations and those of third parties on which the Company relies. In response to the spread of COVID-19 and to ensure safety of employees and continuity of business operations, we temporarily restricted access to the facility, with our administrative employees continuing their work remotely and limited the number of staff in our manufacturing facility. We implemented protective measures such as wearing of face masks, maintaining social distancing, and additional cleaning. Beginning in 2021, we have offered vaccination incentives. While the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce the Company’s ability to access capital, which could negatively impact the Company’s short-term and long-term liquidity. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change. The Company does not yet know the full extent of potential delays or impacts on its business, financing or other activities or on healthcare systems or the global economy as a whole. However, these effects could have a material impact on the Company’s liquidity, capital resources, operations and business and those of the third parties on which we rely. Correction of an Immaterial Error During the first quarter of 2022 the Company identified an error related to the removal of a loan obligation and the recording of other income for forgiveness of debt totaling approximately $ 0.5 0.5 0.5 Revenue Recognition The Company derived its product revenue primarily from the sale of spinal fusion products, used in the treatment of spine disorders to CTL Medical, with whom the Company signed a 10-year exclusive sales agreement in October 2018. The Company also records revenue from grants, contracts, and awards provided by government agencies. The Company is currently pursuing other sales opportunities for silicon nitride outside the spinal fusion application. Revenue is recognized when control of the goods or services promised under the contract is transferred to the customer either at a point in time (e.g., upon delivery) or over time (e.g., as performed under the contract). The Company accounts for a contract when it has approval and commitment from both parties, the rights and payment terms of the parties are identified, the contract has commercial substance and collectability of consideration is probable. Contracts are reviewed to determine whether there is one or multiple performance obligations. A performance obligation is a promise to transfer a distinct good or service to a customer and represents the unit of accounting for revenue recognition. For contracts with multiple performance obligations, the expected consideration, or the transaction price, is allocated to each performance obligation identified in the contract based on the relative standalone selling price of each performance obligation. Revenue is then recognized for the transaction price allocated to the performance obligation when control of the promised goods or services underlying the performance obligation is transferred. Contract consideration is not adjusted for the effects of a significant financing component when, at contract inception, the period between when control transfers and when the customer will pay for that good or service is one year or less. Contact modifications that provide for additional distinct goods or services at the standalone selling price are treated as separate contracts. The transaction price for our contracts reflects our estimate of returns, rebates and discounts, which historically have not been significant. Amounts billed to customers for shipping and handling are included in the transaction price and generally are not treated as separate performance obligations as these costs fulfill a promise to transfer the product to the customer. The Company employs salespeople to actively seek additional customers; there are no incremental costs for obtaining customers that need to be capitalized. The Company recognizes revenue from sales of products at the time the product is shipped. Revenues from grants, contracts, and awards provided by governmental agencies are recorded based upon the terms of the specific agreements, which generally provide that revenue is earned when the allowable costs specified in the applicable agreement have been incurred or a milestone has been met. Cash received from federal grants, contracts, and awards can be subject to audit by the grantor and, if the examination results in a disallowance of any expenditure, repayment could be required. The duration of the government grants, contracts, and awards varies by government entity as well as phase level. The general duration period during 2022 was 1.4 years. Grant, contract, and award receivables relate to allowable amounts expended or otherwise incurred or earned in connection with the terms of a grant, contract, or award and for which reimbursement has not yet taken place. As of December 31, 2022, government grants, contracts, and awards accounted for approximately $ 0.2 Costs of Revenue The expenses that are included in costs of revenue associated with product sales include all raw material and in-house manufacturing costs for the products we manufacture. Cash and Cash Equivalents The Company considers all cash on deposit, money market accounts and highly-liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents. Inventories Inventories are stated at the lower of cost or net realizable value, with cost for manufactured inventory determined under the standard costs, which approximate actual costs, determined on the first-in first-out (“FIFO”) method. Manufactured inventory consists of raw material, direct labor and manufacturing overhead cost components. The Company reviews the carrying value of inventory on a periodic basis for excess or obsolete items, and records any write-down as a cost of revenue, as necessary. Inventory that is not expected to be utilized within 12 months of December 31, 2022, and 2021, respectively is recorded as long term. Property and Equipment Property and equipment, including leasehold improvements, are stated at cost, less accumulated depreciation and amortization. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three five years Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease term, generally five years The Company reviews the carrying value of the Company’s property and equipment that are held and used in the Company’s operations for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is determined based upon expected undiscounted future net cash flows from the operations to which the assets relate, utilizing management’s best estimate, assumptions, and projections at the time. If the carrying value is determined to be unrecoverable from future operating cash flows, the asset is deemed impaired and an impairment charge would be recognized to the extent the carrying value exceeded the estimated fair value of the asset. The Company estimates the fair value of assets based on the estimated future discounted cash flows of the asset. Leases The Company determines if an arrangement is a lease at inception. Operating leases are in operating lease right of use asset and operating lease liability in our consolidated balance sheet. Finance leases, if any, are included in property and equipment in our consolidated balance sheet. Leases with an initial term of 12 months or less are not presented on the consolidated balance sheet. The Company accounts for lease payments separately than from non-lease components. The depreciable life of the asset and leasehold improvement are limited by the expected lease term. Account and Other Receivables and Allowance for Doubtful Accounts Account and other receivables are carried at invoiced amount less an allowance for doubtful accounts. On a regular basis, the Company evaluates account and other receivables and estimates an allowance for doubtful accounts, as needed, based on various factors such as customers’ current credit conditions, length of time past due, and the general economy as a whole. Receivables are written off against the allowance when they are deemed uncollectible. Long Lived Intangible Assets The Company evaluates the carrying value of intangibles when events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important which could trigger an impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results, significant changes in the manner of its use of acquired assets or its overall business strategy, and significant industry or economic trends. The Company amortizes definite-lived intangible assets on a straight-line basis over their useful lives. The Company recorded no Derivative Liabilities Derivative liabilities include the fair value of certain common stock warrants, that are initially recorded at fair value and are required to be re-measured to fair value at each reporting period. The change in fair value of the instruments is recognized as a component of other income (expense) in the Company’s consolidated statements of operations until the instruments settle, expire or are no longer classified as derivative liabilities. The Company estimates the fair value of these instruments primarily using Monte-Carlo valuation models. The significant assumptions used in estimating the fair value include the exercise price, volatility of the stock underlying the instrument, risk-free interest rate, estimated fair value of the stock underlying the instrument and the estimated life of the instrument. Research and Development All research and development costs, including those funded by third parties, are expensed as incurred. Research and development costs consist of engineering, product development, test-part manufacturing, testing, developing and validating the manufacturing process, and regulatory related costs. Research and development expenses also include employee compensation, employee and nonemployee stock-based compensation, supplies and materials, consultant services, and travel and facilities expenses related to research activities. We expect to incur additional research and development costs as we continue to develop new biomedical and antipathogenic products. Advertising Costs Advertising costs are expensed as incurred. The primary component of the Company’s advertising expenses is advertising in trade periodicals. Advertising costs were not significant for each of the years ended December 31, 2022 and 2021. Income Taxes The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to the differences between the financial statement carrying value of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the fiscal year in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company provides for tax contingencies whenever it is deemed probable that a tax asset has been impaired, or a tax liability has been incurred for events such as tax claims or changes in tax laws. Tax contingencies are based upon their technical merits relative tax law and the specific facts and circumstances as of each reporting period. Changes in facts and circumstances could result in material changes to the amounts recorded for such tax contingencies. The Company recognizes uncertain income tax positions taken on income tax returns at the largest amount that is more-likely than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company’s policy for recording interest and penalties associated with uncertain tax positions is to record such items as a component of our income tax provision. For the years ended December 31, 2022 and 2021, the Company did not record any material interest income, interest expense or penalties related to uncertain tax positions or the settlement of audits for prior periods. Stock-Based Compensation The Company measures stock-based compensation expense related to employee stock-based awards based on the estimated fair value of the awards as determined on the date of grant and is recognized as expense over the remaining requisite service period. The Company utilizes the Black-Scholes-Merton option pricing model to estimate the fair value of employee stock options. The Black-Scholes-Merton model requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock on the date of grant, the expected term of the stock option, and the expected volatility of the Company’s common stock over the period equal to the expected term of the grant. The Company estimates forfeitures at the date of grant and revises the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company accounts for stock options to purchase shares of stock that are issued to non-employees based on the estimated fair value of such instruments using the Black-Scholes-Merton option pricing model. New Accounting Pronouncement, Not Yet Adopted In August 2020, the Financial Statement Accounting Board (the “FASB”) issued ASU 2020-06 which simplifies the accounting for convertible instruments and its application of the derivatives scope exception for contracts in an entity’s own equity. For contracts in an entity’s own equity, the new guidance eliminates some of the current requirements for equity classification such as the requirement that settlement in unregistered shares is permitted. In addition, the new guidance reduces the number of accounting models that require separating embedded conversion features from convertible instruments, including eliminating the requirement to recognize a beneficial conversion feature if the conversion feature is in the money and does not require bifurcation as a derivative liability. As a result, only conversion features accounted for under the substantial premium model and those that require bifurcation will be accounted for separately. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation and requires enhanced disclosures about the terms of convertible instruments and contracts in an entity’s own equity. The guidance is effective for the Company for annual periods beginning after December 15, 2023, and interim periods within that year, with early adoption permitted. The Company plans to adopt the new standards January 1, 2023. The adoption of this standard will not have a material impact on the Company’s financial statements. The Company has reviewed all other recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that no other pronouncements will have a significant effect on its financial statements. Net Loss Per Share – Basic and Diluted Basic net income (loss) per share is calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock equivalents outstanding for the period that are determined to be dilutive. Common stock equivalents are primarily comprised of preferred stock, options and warrants for the purchase of common stock The Company had potentially dilutive securities, totaling approximately 0.7 million and 0.02 million shares of common stock as of December 31, 2022 and 2021, respectively. Below are basic and diluted loss per share data for the year ended December 31, 2022, which are in thousands except for share and per share data: Schedule of Basic and Diluted Loss Per Share Basic Calculation Effect of Dilutive Warrant Securities Diluted Calculation Numerator: Net loss $ (12,039 ) $ (2,807 ) $ (14,846 ) Deemed dividend and accretion of a discount (4,450 ) - (4,450 ) Net loss attributable to common stockholders $ (16,489 ) $ (2,807 ) $ (19,296 ) Denominator: Number of shares used in per common share calculations: 301,610 15,713 317,323 Net loss per common share: Net loss $ (39.92 ) $ (6.87 ) $ (46.79 ) Deemed dividend and accretion of a discount (14.75 ) 0.73 (14.02 ) Net loss attributable to common stockholders $ (54.67 ) $ (6.14 ) $ (60.81 ) Below are basic and diluted loss per share data for the year ended December 31, 2021, which are in thousands except for share and per share data: Basic Calculation Effect of Dilutive Warrant Securities Diluted Calculation Numerator: Net loss $ (9,309 ) $ (696 ) $ (10,005 ) Deemed dividend and accretion of a discount - - - Net loss attributable to common stockholders $ (9,309 ) $ (696 ) $ (10,005 ) Denominator: Number of shares used in per common share calculations: 246,919 3,782 250,701 Net loss per common share: Net loss $ (37.70 ) $ (2.21 ) $ (39.91 ) Deemed dividend and accretion of a discount - - - Net loss attributable to common stockholders $ (37.70 ) $ (2.21 ) $ (39.91 ) |
Business Acquisition
Business Acquisition | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisition | 2. Business Acquisition On June 30, 2022, the Company entered into and closed a Stock Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company acquired all of the outstanding shares of common stock of TA&T, a corporation organized under the Laws of the State of Maryland. As a result, TA&T is a wholly owned subsidiary of the Company. The Purchase Agreement sets forth approximately $ 760,000 The following table summarizes the purchase price allocation (in thousands): Schedule of Business Acquisition Purchase Price Allocation June 30, 2022 Assets Current assets Cash and cash equivalents $ 303 Accounts and other receivables, net of allowance 193 Prepaid expenses and other receivables, net of allowance 14 Total current assets 510 Property and equipment, net 599 Operating lease right of use asset 521 Other long-term assets 7 Total assets 1,637 Liabilities and net assets acquired Current liabilities Accounts payable 105 Accrued liabilities 241 Current portion of debt 6 Current portion of related party debt 242 Current portion of operating lease liability 179 Total current liabilities 773 Debt, net of current portion 393 Related party debt, net of current portion 107 Operating lease liability, net of current portion 342 Total liabilities 1,615 Net assets acquired $ 22 The following proforma unaudited revenue and net loss are presented as if the acquisition had been included in the consolidated results of the Company for the years ended December 31, 2022 and 2021 (in thousands). Schedule of Proforma Unaudited Revenue and Net Loss Year Ended December 31, 2022 Year Ended December 31, 2021 Revenue $ 2,150 $ 2,086 Net loss $ (12,055 ) $ (9,844 ) No amounts are included in the condensed consolidated statement of operations relating to TA&T for the six months ended June 30, 2022, as the transaction was closed the end of day June 30, 2022. TA&T’s operations are included in the Company’s condensed consolidated statement of operations beginning July 1, 2022. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | 3. Inventories The components of inventory were as follows (in thousands): Schedule of Components of Inventory 2022 2021 As of December 31, 2022 2021 Raw materials $ 552 $ 411 WIP 94 134 Finished goods 91 52 Inventory net $ 737 $ 597 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment The following is a summary of the components of property and equipment (in thousands): Schedule of Components of Property and Equipment 2022 2021 As of December 31, 2022 2021 Manufacturing and lab equipment $ 6,192 $ 4,286 Leasehold improvements 951 936 Software and computer equipment 741 696 Furniture and equipment 119 82 Property and equipment, gross 8,003 6,000 Less: accumulated depreciation (2,312 ) (1,975 ) Property and equipment, net $ 5,691 $ 4,025 Depreciation expense for 2022 and 2021 was approximately $ 0.3 0.2 Of the $ 6.2 4.3 As of December 31, 2022, the SINTX Armor assets have not yet been placed in service, nor has the Company recognized any depreciation expense associated with these assets. The assets were placed into service in Q1 2023 (see Note 16). |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 5. Intangible Assets Intangible assets consisted of the following (in thousands): Schedule of Intangible Assets 2022 2021 Years Ended December 31, 2022 2021 Trademarks $ 50 $ 50 Less: accumulated amortization (24 ) (19 ) Intangible assets,net $ 26 $ 31 Amortization expense for 2022 was approximately $ 5.0 5.0 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. Fair Value Measurements Financial Instruments Measured and Recorded at Fair Value on a Recurring Basis The Company has issued certain warrants to purchase shares of common stock, which are considered mark-to-market liabilities and are re-measured to fair value at each reporting period in accordance with accounting guidance. Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: Level 1 - quoted market prices for identical assets or liabilities in active markets. Level 2 - observable prices that are based on inputs not quoted on active markets but corroborated by market data. Level 3 - unobservable inputs reflecting management’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. The Company classifies assets and liabilities measured at fair value in their entirety based on the lowest level of input that is significant to their fair value measurement. No financial assets were measured on a recurring basis as of December 31, 2022 and 2021. The following tables set forth the financial liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of December 31, 2022 and 2021. Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis by Level Within Fair Value Hierarchy Fair Value Measurements as of December 31, 2022 (in thousands) Description Level 1 Level 2 Level 3 Total Derivative liability Common stock warrants $ - $ - $ 5,126 $ 5,126 Fair Value Measurements as of December 31, 2021 (in thousands) Description Level 1 Level 2 Level 3 Total Derivative liability Common stock warrants $ - $ - $ 347 $ 347 The Company did not have any transfers of assets and liabilities between Level 1 and Level 2 of the fair value measurement hierarchy during the years ended December 31, 2022 and 2021. The following table presents a reconciliation of the derivative liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2022 and 2021 (in thousands): Schedule of Fair Value Measurement Hierarchy of Derivative Liability Common Stock Warrants Balance as of December 31, 2020 $ (1,238 ) Change in fair value 696 Exercise of warrants 195 Balance as of December 31, 2021 (347 ) Issuance of derivatives (7,586 ) Change in fair value 2,807 Balance as of December 31, 2022 $ (5,126 ) Common Stock Warrants The Company has issued certain warrants to purchase shares of common stock, which are considered derivative liabilities because they have registration rights which could require a cash settlement and are re-measured to fair value at each reporting period in accordance with accounting guidance. As of December 31, 2022, and 2021, the derivative liability was calculated using the Monte Carlo Simulation valuation. The assumptions used in estimating the common stock warrant liability using the Monte Carlo simulation valuation model as of December 31, 2022 and 2021 were as follows: Schedule of Assumptions Used in Estimating Fair Value December 31, 2022 December 31, 2021 Weighted-average risk-free interest rate 3.99 4.42 % 0.06 0.97 % Weighted-average expected life (in years) 0.07 4.80 0.07 3.10 Expected dividend yield - % - % Weighted average expected volatility 103.6 243.0 % 71.5 126.5 % Other Financial Instruments The Company’s recorded values of cash and cash equivalents, account and other receivables, accounts payable and accrued liabilities approximate their fair values based on their short-term nature. The recorded value of notes payable approximates the fair value as the interest rate approximates market interest rates. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 7. Accrued Liabilities Accrued liabilities consisted of the following (in thousands): Schedule of Accrued Liabilities 2022 2021 Years Ended December 31, 2022 2021 Payroll and related expenses $ 524 $ 724 Accrued payables 464 - Other 630 426 Accrued liabilities $ 1,618 $ 1,150 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt 2020 PPP Loan On April 28, 2020, the Company received funding under a Paycheck Protection Program (“PPP”) loan (the “PPP Loan”) from First State Community Bank (the “Lender”). The principal amount of the PPP Loan was $ 0.4 60 0.4 2021 PPP Loan On March 15, 2021, the Company received funding under the SBA Second Draw Program under the Paycheck Protection Program (“2021 PPP”) (the “2021 PPP Loan”) from the Lender. The principal amount of the 2021 PPP Loan is approximately $ 0.5 0.5 Subsequent to December 31, 2021, the Company has determined that due to its status as a publicly traded company with shares of common stock trading on the Nasdaq Capital Market it was not eligible to receive a loan under the SBA Second Draw Program under the Paycheck Protection Program. As a result, the Company repaid the loan on June 14, 2022, together with processing fees and interest, which totaled approximately $ 0.5 Business Loan On July 20, 2021, TA&T (see Note 2), entered into a Loan Authorization and Agreement in the amount of approximately $ 350,000 35,000 1,754 30 3.75 315,000 Related Party Debt TA&T is obligated to repay certain personal loans made by the founders of TA&T to TA&T prior to SINTX’s acquisition (see Note 2) of TA&T (the Personal Loans”). The total amount of the Personal Loans at June 30, 2022 was approximately $ 350,000 The Company agreed to repay the outstanding balance of the Personal Loans in (i) 24 equal monthly installments beginning September 1, 2022 and each month thereafter until paid in full as one prior owner’s portion of the Personal Loans totaling $157,000, and (ii) for the other owner’s portion of the Personal Loans totaling $193,000. 212,000 Wells Fargo Line of Credit Prior to SINTX’s acquisition (see Note 2) of TA&T, TA&T entered into a revolving line of credit with Wells Fargo. As of December 31, 2022, the line of credit with Wells Fargo had no |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity | 9. Equity 2022 Rights Offering On October 17, 2022, the Company completed a rights offering (the “Rights Offering”) to holders of the Company’s Series B Preferred Shares, Series C Preferred Shares, and warrants issued March 6, 2018, May 8, 2018, May 14, 2018, and February 6, 2020 (collectively, the “Security Holders”) for subscriptions of 4,656 4.7 1,000 1,000 15.102 66 five years 66 three years 15.102 2021 Equity Distribution Agreement On February 25, 2021, the Company entered into an Equity Distribution Agreement (the “2021 Distribution Agreement”) with Maxim, pursuant to which the Company may sell from time to time, shares of the Company’s common stock having an aggregate offering price of up to $ 2.0 Subject to the terms and conditions of the 2021 Distribution Agreement, Maxim will use its commercially reasonable efforts to sell the Shares from time to time, based on the Company’s instructions. Under the 2021 Distribution Agreement, Maxim may sell the Shares by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on the Nasdaq Capital Market. We have no obligation to sell any shares under the 2021 Distribution Agreement and may at any time suspend offers under the 2021 Distribution Agreement. The Offering will terminate upon the earlier of (i) the sale of shares having an aggregate offering price of $ 15.0 Under the terms of the 2021 Distribution Agreement, Maxim will be entitled to a transaction fee at a fixed rate of 2.0% of the gross sales price of Shares sold under the 2021 Distribution Agreement |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation A summary of the Company’s outstanding stock option activity for the years ended December 31, 2022 and 2021 is as follows: Schedule of Stock Option Activity December 31, 2022 Weighted- Average Weighted- Average Remaining Contractual Life Intrinsic Options Price (Years) Value As of December 31, 2021 8,339 $ 391.00 8.7 87,553 Granted 3,570 44.60 10.0 - Exercised - - - - Forfeited - - - - Expired - - - - As of December 31, 2022 11,909 $ 234.02 6.9 $ - Exercisable at December 31, 2022 11,301 $ 239.73 6.9 $ - Vested and expected to vest at December 31, 2022 10,026 $ 256.90 6.9 $ - December 31, 2021 Weighted- Average Weighted- Average Remaining Contractual Life Intrinsic Options Price (Years) Value As of December 31, 2020 4,654 $ 553 9.3 511,518 Granted 3,685 193 10.0 - Exercised - - - - Forfeited - - - - Expired - - - - As of December 31, 2021 8,339 $ 391 8.7 $ 87,553 Exercisable at December 31, 2021 2,682 $ 1,004 8.3 $ 46,449 Vested and expected to vest at December 31, 2021 8,303 $ 391 8.7 $ 86,703 The Company estimates the fair value of each stock option on the grant date using the Black-Scholes-Merton valuation model, which requires several estimates including an estimate of the fair value of the underlying common stock on grant date. The expected volatility was based on an average of the historical volatility of the Company. The expected term was contractual life of option. The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The following weighted average assumptions were used in the calculation to estimate the fair value of options granted to employees and non-employees during the year ended December 31, 2022. During the year ended December 31, 2022, the Company granted stock options with an estimated fair value of approximately $ 0.2 Schedule of Assumption used for Fair Value of Option Year Ended December 31, 2022 Weighted-average risk-free interest rate 1.70 % Weighted-average expected life (in years) 5.5 Expected dividend yield - % Weighted-average expected volatility 131 % Of the 3,570 600 11,909 3,550 Unrecognized stock-based compensation as of December 31, 2022, is as follows (in thousands): Schedule of Unrecognized Stock-based Compensation Weighted Average Unrecognized Stock-Based Remaining Compensation (in years) Stock options $ 347 1.4 Stock grants 26 1.5 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following is a reconciliation of the expected statutory federal income tax provision to the actual income tax expense: Schedule of Reconciliation Statutory Federal Income Tax Provision to Actual Income Tax Benefit 2022 2021 December 31, 2022 2021 Federal statutory rate (21.0 )% (21.0 )% State taxes, net of federal benefit (3.7 )% (4.7 )% Return to provision (0.7 )% 0.0 % Equity related expenses 1.9 % (1.7 )% Tax exempt income (0.0 )% (2.2 % Change in valuation allowance 23.5 % 29.6 % Total income tax expense 0.0 % 0.0 % Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands): Schedule of Significant Components of Deferred Tax Assets and Liabilities 2022 2021 December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 53,842 $ 52,559 Stock-based compensation 3,099 3,006 Federal R&D credit 2,222 2,222 Accrued expenses 101 156 Capitalized research expenses 1,448 - Intangibles 347 216 Right of use asset/liabilities 12 3 Other 2 0 Total deferred tax assets 61,073 58,162 Deferred tax liabilities: Depreciation (287 ) (221 ) Right of Use Asset/Liabilities - - Total deferred tax liabilities (287 ) (221 ) Less valuation allowance (60,786 ) (57,941 ) Net deferred tax liability $ - $ - 2022 2021 December 31, 2022 2021 Pre-tax book income tax at statutory rate $ (2,531 ) $ (1,843 ) State taxes, net of federal benefit (450 ) (409 ) Return to provision (86 ) - Equity related expenses 229 (146 ) Change in valuation allowance 2,845 2,587 Other (7 ) (189 ) Total income tax expense $ - $ - As of December 31, 2022 and 2021, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $ 215.8 210.7 The federal and state net operating loss carryforwards will expire from 2023 to 2037 unless previously utilized During the years ended December 31, 2022 and 2021, the Company recognized no A valuation allowance has been established as realization of such deferred tax assets has not met the more likely-than-not threshold requirement. If the Company’s judgment changes and it is determined that the Company will be able to realize these deferred tax assets, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets will be accounted for as a reduction to income tax expense. The tax valuation allowance increased by approximately $ 2.8 2.6 |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | 12. Commitment and Contingencies The Company has executed agreements with certain executive officers of the Company which, upon the occurrence of certain events related to a change in control, call for payments to the executives up to three times their annual salary and accelerated vesting of previously granted stock options. From time to time, the Company is subject to various claims and legal proceedings covering matters that arise in the ordinary course of its business activities. Management believes any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the Company’s consolidated financial position, operating results or cash flows. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
401(k) Plan | 13. 401(k) Plan Effective June 1, 2004, the Company adopted a defined contribution retirement plan under Section 401(k) of the Internal Revenue Code. The plan covers substantially all employees. Eligible employees may contribute amounts to the plan, via payroll withholdings, subject to certain limitations. The plan permits, but does not require, additional matching contributions to the plan by the Company on behalf of the participants in the plan. The Company incurred approximately $ 0.1 |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Note Receivable | 14. Note Receivable On October 1, 2018, the Company completed the sale of its spine implant business to CTL Medical. The sale included a $ 6.0 36 October 1, 2021 10 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | 15. Leases The Company has entered into multiple operating leases from which it conducts its business. SINTX With respect to SINTX operations, the Company leases 29,534 This lease expires at the end of 2024. The lease has two five-year extension options SINTX Armor On August 19, 2021, the Company, on behalf of SINTX Armor, entered into an Industrial Lease Agreement (the “SINTX Armor Lease”) pursuant to which the Company has agreed to lease approximately 10,936 The term of the SINTX Armor Lease is 122 months through October 2031 TA&T In connection with operation of its business (see Note 2), TA&T has entered into various leases from which it conducts its research, development and manufacturing activities. The leases have various expiration dates ranging from July 2023 through April 2025 Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense is recognized on a straight-line basis over the term of the lease. The Company accounts for lease components separately from the non-lease components. The depreciable life of the assets and leasehold improvements are limited by the expected lease term. As of December 31, 2022, the operating lease right-of-use assets totaled approximately $ 2.3 2.4 0.6 6.5 Operating lease future minimum payments together with the present values as of December 31, 2022, are summarized as follows: Schedule of Operating Lease Future Minimum Payments December 31, 2023 $ 870 2024 896 2025 194 2026 127 2027 131 Beyond 539 Total future minimum lease payments 2,757 Less amounts representing interests (398 ) Present value of lease liability 2,359 Current-portion of operating lease liability 738 Long-term portion operating lease liability $ 1,621 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events February 2023 Public Offering On February 10, 2023, the Company closed on a public offering of 2,150,000 5.60 5.60 The Class C Warrants expire five years from the date of issuance and the Class D Warrants expire three years from the date of issuance. The shares of common stock (or pre-funded warrants in lieu thereof) and accompanying warrants were only purchasable together in this offering but were issued separately and were immediately separable upon issuance. 86,000 12.0 10.9 Amendment to Equity Distribution Agreement On January 10, 2023, The Company entered into an amendment to our Equity Distribution Agreement (the “Distribution Agreement”) with Maxim, pursuant to which the expiration date of the Distribution Agreement was extended to the earlier of: (i) the sale of shares having an aggregate offering price of $ 15.0 Because the company’s public float is less than $75 million, we may not sell securities over a 12 month period in an amount greater than one-third of our public 3.27 2.68 NASDAQ Compliance On January 6, 2023, the Company received notification from the NASDAQ Listing Qualifications Staff notifying the Company that it has regained compliance with NASDAQ’s minimum bid price requirements for continued listing on the Nasdaq Capital Market. The notification indicated that because the closing bid price of the Company’s common stock having been at $ 1.00 SINTX Armor Facility On February 28, 2023, the Company announced that equipment installation along with key renovations and upgrades to its SINTX Armor facility in Salt Lake City are complete. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation These consolidated financial statements have been prepared by management in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and include all assets and liabilities of the Company. In May 2020, the Company dissolved a wholly owned subsidiary ST Sub, Inc. At the time of dissolution, the subsidiary had no assets, liabilities, equity, or operations. |
Reverse Stock Split | Reverse Stock Split On December 20, 2022, the Company effected a 1 for 100 reverse stock split |
Liquidity and Capital Resources | Liquidity and Capital Resources The consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern within one year from the date of issuance of these consolidated financial statements. For the years ended December 31, 2022 and 2021, the Company incurred a net loss of $ 12.0 9.3 10.3 10.1 262.5 250.4 The Company is actively generating additional scientific and clinical data to have it published in leading industry publications. The unique features of our advanced ceramic materials are not well known, and we believe the publication of such data would help sales efforts as the Company approaches new prospects. The Company is also making additional changes to the sales strategy, including a focus on revenue growth by expanding the use of silicon nitride in other areas outside of spinal fusion applications. The Company has also acquired equipment and certain proprietary know-how for the purpose of developing, manufacturing and commercializing armored plates made from boron carbide and a composite of boron carbide and silicon carbide for military, law enforcement and other civilian uses. The Company has common stock that is publicly traded and has been able to successfully raise capital when needed since the date of the Company’s initial public offering in February 2014. During the year ended December 31, 2019, the Company entered into an at-the-market (2019 ATM) equity distribution agreement with Maxim Group LLC (“Maxim”) under which the Company could sell, from time to time, shares of common stock having an aggregate offering price of up to $ 2.5 3,544 0.8 0.034 On February 25, 2021, the Company entered into an Equity Distribution Agreement (the “2021 Distribution Agreement”) with Maxim Group LLC (“Maxim”), pursuant to which the Company may sell from time to time, shares of the Company’s common stock having an aggregate offering price of up to $ 2.0 Subject to the terms and conditions of the 2021 Distribution Agreement, Maxim will use its commercially reasonable efforts to sell the Shares from time to time, based on our instructions. Under the 2021 Distribution Agreement, Maxim may sell the Shares by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on the Nasdaq Capital Market. We have no obligation to sell any shares under the ATM and may at any time suspend offers under the 2021 Distribution Agreement. The Offering will terminate upon the earlier of (i) the sale of shares having an aggregate offering price of $2.0 million, (ii) the termination by either Maxim or the Company upon the provision of fifteen (15) days written notice, or (iii) February 25, 2024. Under the terms of the 2021 Distribution Agreement, Maxim will be entitled to a transaction fee at a fixed rate of 2.0% of the gross sales price of Shares sold under the 2021 Distribution Agreement. The Company will also reimburse Maxim for certain expenses incurred in connection with the 2021 Distribution Agreement and agreed to provide indemnification and contribution to Maxim with respect to certain liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended. As of December 30, 2022, there have been no sales of shares of common stock under the 2021 Distribution Agreement On October 17, 2022, the Company closed on the sale of 4,656 4.7 On February 10, 2023, the Company closed on a public offering of 2,150,000 5.60 12.0 10.9 Management has concluded existing capital resources will be sufficient to fund operations for at least the next 12 months, or through March 2024. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. As of December 31, 2022, the most significant estimate relates to derivative liabilities and stock based compensation. |
Concentrations of Credit Risk and Significant Customers | Concentrations of Credit Risk and Significant Customers Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, and note receivables. Because the financial institution that the Company currently uses does not participate in the Certificate of Deposit Account Registry Service (“CDARS”), the Company does not presently have a program to limit its exposure to credit loss. The Company’s deposits, at times, may exceed federally insured limits. As of December 31, 2022, one commercial customer and government agencies represent 79 66 |
Risks Related to COVID-19 Pandemic | Risks Related to COVID-19 Pandemic The COVID-19 pandemic is affecting the United States and global economies and may affect the Company’s operations and those of third parties on which the Company relies. In response to the spread of COVID-19 and to ensure safety of employees and continuity of business operations, we temporarily restricted access to the facility, with our administrative employees continuing their work remotely and limited the number of staff in our manufacturing facility. We implemented protective measures such as wearing of face masks, maintaining social distancing, and additional cleaning. Beginning in 2021, we have offered vaccination incentives. While the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce the Company’s ability to access capital, which could negatively impact the Company’s short-term and long-term liquidity. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change. The Company does not yet know the full extent of potential delays or impacts on its business, financing or other activities or on healthcare systems or the global economy as a whole. However, these effects could have a material impact on the Company’s liquidity, capital resources, operations and business and those of the third parties on which we rely. |
Correction of an Immaterial Error | Correction of an Immaterial Error During the first quarter of 2022 the Company identified an error related to the removal of a loan obligation and the recording of other income for forgiveness of debt totaling approximately $ 0.5 0.5 0.5 |
Revenue Recognition | Revenue Recognition The Company derived its product revenue primarily from the sale of spinal fusion products, used in the treatment of spine disorders to CTL Medical, with whom the Company signed a 10-year exclusive sales agreement in October 2018. The Company also records revenue from grants, contracts, and awards provided by government agencies. The Company is currently pursuing other sales opportunities for silicon nitride outside the spinal fusion application. Revenue is recognized when control of the goods or services promised under the contract is transferred to the customer either at a point in time (e.g., upon delivery) or over time (e.g., as performed under the contract). The Company accounts for a contract when it has approval and commitment from both parties, the rights and payment terms of the parties are identified, the contract has commercial substance and collectability of consideration is probable. Contracts are reviewed to determine whether there is one or multiple performance obligations. A performance obligation is a promise to transfer a distinct good or service to a customer and represents the unit of accounting for revenue recognition. For contracts with multiple performance obligations, the expected consideration, or the transaction price, is allocated to each performance obligation identified in the contract based on the relative standalone selling price of each performance obligation. Revenue is then recognized for the transaction price allocated to the performance obligation when control of the promised goods or services underlying the performance obligation is transferred. Contract consideration is not adjusted for the effects of a significant financing component when, at contract inception, the period between when control transfers and when the customer will pay for that good or service is one year or less. Contact modifications that provide for additional distinct goods or services at the standalone selling price are treated as separate contracts. The transaction price for our contracts reflects our estimate of returns, rebates and discounts, which historically have not been significant. Amounts billed to customers for shipping and handling are included in the transaction price and generally are not treated as separate performance obligations as these costs fulfill a promise to transfer the product to the customer. The Company employs salespeople to actively seek additional customers; there are no incremental costs for obtaining customers that need to be capitalized. The Company recognizes revenue from sales of products at the time the product is shipped. Revenues from grants, contracts, and awards provided by governmental agencies are recorded based upon the terms of the specific agreements, which generally provide that revenue is earned when the allowable costs specified in the applicable agreement have been incurred or a milestone has been met. Cash received from federal grants, contracts, and awards can be subject to audit by the grantor and, if the examination results in a disallowance of any expenditure, repayment could be required. The duration of the government grants, contracts, and awards varies by government entity as well as phase level. The general duration period during 2022 was 1.4 years. Grant, contract, and award receivables relate to allowable amounts expended or otherwise incurred or earned in connection with the terms of a grant, contract, or award and for which reimbursement has not yet taken place. As of December 31, 2022, government grants, contracts, and awards accounted for approximately $ 0.2 |
Costs of Revenue | Costs of Revenue The expenses that are included in costs of revenue associated with product sales include all raw material and in-house manufacturing costs for the products we manufacture. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all cash on deposit, money market accounts and highly-liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, with cost for manufactured inventory determined under the standard costs, which approximate actual costs, determined on the first-in first-out (“FIFO”) method. Manufactured inventory consists of raw material, direct labor and manufacturing overhead cost components. The Company reviews the carrying value of inventory on a periodic basis for excess or obsolete items, and records any write-down as a cost of revenue, as necessary. Inventory that is not expected to be utilized within 12 months of December 31, 2022, and 2021, respectively is recorded as long term. |
Property and Equipment | Property and Equipment Property and equipment, including leasehold improvements, are stated at cost, less accumulated depreciation and amortization. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three five years Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease term, generally five years The Company reviews the carrying value of the Company’s property and equipment that are held and used in the Company’s operations for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is determined based upon expected undiscounted future net cash flows from the operations to which the assets relate, utilizing management’s best estimate, assumptions, and projections at the time. If the carrying value is determined to be unrecoverable from future operating cash flows, the asset is deemed impaired and an impairment charge would be recognized to the extent the carrying value exceeded the estimated fair value of the asset. The Company estimates the fair value of assets based on the estimated future discounted cash flows of the asset. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are in operating lease right of use asset and operating lease liability in our consolidated balance sheet. Finance leases, if any, are included in property and equipment in our consolidated balance sheet. Leases with an initial term of 12 months or less are not presented on the consolidated balance sheet. The Company accounts for lease payments separately than from non-lease components. The depreciable life of the asset and leasehold improvement are limited by the expected lease term. |
Account and Other Receivables and Allowance for Doubtful Accounts | Account and Other Receivables and Allowance for Doubtful Accounts Account and other receivables are carried at invoiced amount less an allowance for doubtful accounts. On a regular basis, the Company evaluates account and other receivables and estimates an allowance for doubtful accounts, as needed, based on various factors such as customers’ current credit conditions, length of time past due, and the general economy as a whole. Receivables are written off against the allowance when they are deemed uncollectible. |
Long Lived Intangible Assets | Long Lived Intangible Assets The Company evaluates the carrying value of intangibles when events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important which could trigger an impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results, significant changes in the manner of its use of acquired assets or its overall business strategy, and significant industry or economic trends. The Company amortizes definite-lived intangible assets on a straight-line basis over their useful lives. The Company recorded no |
Derivative Liabilities | Derivative Liabilities Derivative liabilities include the fair value of certain common stock warrants, that are initially recorded at fair value and are required to be re-measured to fair value at each reporting period. The change in fair value of the instruments is recognized as a component of other income (expense) in the Company’s consolidated statements of operations until the instruments settle, expire or are no longer classified as derivative liabilities. The Company estimates the fair value of these instruments primarily using Monte-Carlo valuation models. The significant assumptions used in estimating the fair value include the exercise price, volatility of the stock underlying the instrument, risk-free interest rate, estimated fair value of the stock underlying the instrument and the estimated life of the instrument. |
Research and Development | Research and Development All research and development costs, including those funded by third parties, are expensed as incurred. Research and development costs consist of engineering, product development, test-part manufacturing, testing, developing and validating the manufacturing process, and regulatory related costs. Research and development expenses also include employee compensation, employee and nonemployee stock-based compensation, supplies and materials, consultant services, and travel and facilities expenses related to research activities. We expect to incur additional research and development costs as we continue to develop new biomedical and antipathogenic products. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. The primary component of the Company’s advertising expenses is advertising in trade periodicals. Advertising costs were not significant for each of the years ended December 31, 2022 and 2021. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to the differences between the financial statement carrying value of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the fiscal year in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company provides for tax contingencies whenever it is deemed probable that a tax asset has been impaired, or a tax liability has been incurred for events such as tax claims or changes in tax laws. Tax contingencies are based upon their technical merits relative tax law and the specific facts and circumstances as of each reporting period. Changes in facts and circumstances could result in material changes to the amounts recorded for such tax contingencies. The Company recognizes uncertain income tax positions taken on income tax returns at the largest amount that is more-likely than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company’s policy for recording interest and penalties associated with uncertain tax positions is to record such items as a component of our income tax provision. For the years ended December 31, 2022 and 2021, the Company did not record any material interest income, interest expense or penalties related to uncertain tax positions or the settlement of audits for prior periods. |
Stock-Based Compensation | Stock-Based Compensation The Company measures stock-based compensation expense related to employee stock-based awards based on the estimated fair value of the awards as determined on the date of grant and is recognized as expense over the remaining requisite service period. The Company utilizes the Black-Scholes-Merton option pricing model to estimate the fair value of employee stock options. The Black-Scholes-Merton model requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock on the date of grant, the expected term of the stock option, and the expected volatility of the Company’s common stock over the period equal to the expected term of the grant. The Company estimates forfeitures at the date of grant and revises the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company accounts for stock options to purchase shares of stock that are issued to non-employees based on the estimated fair value of such instruments using the Black-Scholes-Merton option pricing model. |
New Accounting Pronouncement, Not Yet Adopted | New Accounting Pronouncement, Not Yet Adopted In August 2020, the Financial Statement Accounting Board (the “FASB”) issued ASU 2020-06 which simplifies the accounting for convertible instruments and its application of the derivatives scope exception for contracts in an entity’s own equity. For contracts in an entity’s own equity, the new guidance eliminates some of the current requirements for equity classification such as the requirement that settlement in unregistered shares is permitted. In addition, the new guidance reduces the number of accounting models that require separating embedded conversion features from convertible instruments, including eliminating the requirement to recognize a beneficial conversion feature if the conversion feature is in the money and does not require bifurcation as a derivative liability. As a result, only conversion features accounted for under the substantial premium model and those that require bifurcation will be accounted for separately. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation and requires enhanced disclosures about the terms of convertible instruments and contracts in an entity’s own equity. The guidance is effective for the Company for annual periods beginning after December 15, 2023, and interim periods within that year, with early adoption permitted. The Company plans to adopt the new standards January 1, 2023. The adoption of this standard will not have a material impact on the Company’s financial statements. The Company has reviewed all other recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that no other pronouncements will have a significant effect on its financial statements. |
Net Loss Per Share – Basic and Diluted | Net Loss Per Share – Basic and Diluted Basic net income (loss) per share is calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock equivalents outstanding for the period that are determined to be dilutive. Common stock equivalents are primarily comprised of preferred stock, options and warrants for the purchase of common stock The Company had potentially dilutive securities, totaling approximately 0.7 million and 0.02 million shares of common stock as of December 31, 2022 and 2021, respectively. Below are basic and diluted loss per share data for the year ended December 31, 2022, which are in thousands except for share and per share data: Schedule of Basic and Diluted Loss Per Share Basic Calculation Effect of Dilutive Warrant Securities Diluted Calculation Numerator: Net loss $ (12,039 ) $ (2,807 ) $ (14,846 ) Deemed dividend and accretion of a discount (4,450 ) - (4,450 ) Net loss attributable to common stockholders $ (16,489 ) $ (2,807 ) $ (19,296 ) Denominator: Number of shares used in per common share calculations: 301,610 15,713 317,323 Net loss per common share: Net loss $ (39.92 ) $ (6.87 ) $ (46.79 ) Deemed dividend and accretion of a discount (14.75 ) 0.73 (14.02 ) Net loss attributable to common stockholders $ (54.67 ) $ (6.14 ) $ (60.81 ) Below are basic and diluted loss per share data for the year ended December 31, 2021, which are in thousands except for share and per share data: Basic Calculation Effect of Dilutive Warrant Securities Diluted Calculation Numerator: Net loss $ (9,309 ) $ (696 ) $ (10,005 ) Deemed dividend and accretion of a discount - - - Net loss attributable to common stockholders $ (9,309 ) $ (696 ) $ (10,005 ) Denominator: Number of shares used in per common share calculations: 246,919 3,782 250,701 Net loss per common share: Net loss $ (37.70 ) $ (2.21 ) $ (39.91 ) Deemed dividend and accretion of a discount - - - Net loss attributable to common stockholders $ (37.70 ) $ (2.21 ) $ (39.91 ) |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Basic and Diluted Loss Per Share | Below are basic and diluted loss per share data for the year ended December 31, 2022, which are in thousands except for share and per share data: Schedule of Basic and Diluted Loss Per Share Basic Calculation Effect of Dilutive Warrant Securities Diluted Calculation Numerator: Net loss $ (12,039 ) $ (2,807 ) $ (14,846 ) Deemed dividend and accretion of a discount (4,450 ) - (4,450 ) Net loss attributable to common stockholders $ (16,489 ) $ (2,807 ) $ (19,296 ) Denominator: Number of shares used in per common share calculations: 301,610 15,713 317,323 Net loss per common share: Net loss $ (39.92 ) $ (6.87 ) $ (46.79 ) Deemed dividend and accretion of a discount (14.75 ) 0.73 (14.02 ) Net loss attributable to common stockholders $ (54.67 ) $ (6.14 ) $ (60.81 ) Below are basic and diluted loss per share data for the year ended December 31, 2021, which are in thousands except for share and per share data: Basic Calculation Effect of Dilutive Warrant Securities Diluted Calculation Numerator: Net loss $ (9,309 ) $ (696 ) $ (10,005 ) Deemed dividend and accretion of a discount - - - Net loss attributable to common stockholders $ (9,309 ) $ (696 ) $ (10,005 ) Denominator: Number of shares used in per common share calculations: 246,919 3,782 250,701 Net loss per common share: Net loss $ (37.70 ) $ (2.21 ) $ (39.91 ) Deemed dividend and accretion of a discount - - - Net loss attributable to common stockholders $ (37.70 ) $ (2.21 ) $ (39.91 ) |
Business Acquisition (Tables)
Business Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisition Purchase Price Allocation | The following table summarizes the purchase price allocation (in thousands): Schedule of Business Acquisition Purchase Price Allocation June 30, 2022 Assets Current assets Cash and cash equivalents $ 303 Accounts and other receivables, net of allowance 193 Prepaid expenses and other receivables, net of allowance 14 Total current assets 510 Property and equipment, net 599 Operating lease right of use asset 521 Other long-term assets 7 Total assets 1,637 Liabilities and net assets acquired Current liabilities Accounts payable 105 Accrued liabilities 241 Current portion of debt 6 Current portion of related party debt 242 Current portion of operating lease liability 179 Total current liabilities 773 Debt, net of current portion 393 Related party debt, net of current portion 107 Operating lease liability, net of current portion 342 Total liabilities 1,615 Net assets acquired $ 22 |
Schedule of Proforma Unaudited Revenue and Net Loss | The following proforma unaudited revenue and net loss are presented as if the acquisition had been included in the consolidated results of the Company for the years ended December 31, 2022 and 2021 (in thousands). Schedule of Proforma Unaudited Revenue and Net Loss Year Ended December 31, 2022 Year Ended December 31, 2021 Revenue $ 2,150 $ 2,086 Net loss $ (12,055 ) $ (9,844 ) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventory | The components of inventory were as follows (in thousands): Schedule of Components of Inventory 2022 2021 As of December 31, 2022 2021 Raw materials $ 552 $ 411 WIP 94 134 Finished goods 91 52 Inventory net $ 737 $ 597 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Components of Property and Equipment | The following is a summary of the components of property and equipment (in thousands): Schedule of Components of Property and Equipment 2022 2021 As of December 31, 2022 2021 Manufacturing and lab equipment $ 6,192 $ 4,286 Leasehold improvements 951 936 Software and computer equipment 741 696 Furniture and equipment 119 82 Property and equipment, gross 8,003 6,000 Less: accumulated depreciation (2,312 ) (1,975 ) Property and equipment, net $ 5,691 $ 4,025 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following (in thousands): Schedule of Intangible Assets 2022 2021 Years Ended December 31, 2022 2021 Trademarks $ 50 $ 50 Less: accumulated amortization (24 ) (19 ) Intangible assets,net $ 26 $ 31 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis by Level Within Fair Value Hierarchy | Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis by Level Within Fair Value Hierarchy Fair Value Measurements as of December 31, 2022 (in thousands) Description Level 1 Level 2 Level 3 Total Derivative liability Common stock warrants $ - $ - $ 5,126 $ 5,126 Fair Value Measurements as of December 31, 2021 (in thousands) Description Level 1 Level 2 Level 3 Total Derivative liability Common stock warrants $ - $ - $ 347 $ 347 |
Schedule of Fair Value Measurement Hierarchy of Derivative Liability | The Company did not have any transfers of assets and liabilities between Level 1 and Level 2 of the fair value measurement hierarchy during the years ended December 31, 2022 and 2021. The following table presents a reconciliation of the derivative liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2022 and 2021 (in thousands): Schedule of Fair Value Measurement Hierarchy of Derivative Liability Common Stock Warrants Balance as of December 31, 2020 $ (1,238 ) Change in fair value 696 Exercise of warrants 195 Balance as of December 31, 2021 (347 ) Issuance of derivatives (7,586 ) Change in fair value 2,807 Balance as of December 31, 2022 $ (5,126 ) |
Schedule of Assumptions Used in Estimating Fair Value | The assumptions used in estimating the common stock warrant liability using the Monte Carlo simulation valuation model as of December 31, 2022 and 2021 were as follows: Schedule of Assumptions Used in Estimating Fair Value December 31, 2022 December 31, 2021 Weighted-average risk-free interest rate 3.99 4.42 % 0.06 0.97 % Weighted-average expected life (in years) 0.07 4.80 0.07 3.10 Expected dividend yield - % - % Weighted average expected volatility 103.6 243.0 % 71.5 126.5 % |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): Schedule of Accrued Liabilities 2022 2021 Years Ended December 31, 2022 2021 Payroll and related expenses $ 524 $ 724 Accrued payables 464 - Other 630 426 Accrued liabilities $ 1,618 $ 1,150 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | A summary of the Company’s outstanding stock option activity for the years ended December 31, 2022 and 2021 is as follows: Schedule of Stock Option Activity December 31, 2022 Weighted- Average Weighted- Average Remaining Contractual Life Intrinsic Options Price (Years) Value As of December 31, 2021 8,339 $ 391.00 8.7 87,553 Granted 3,570 44.60 10.0 - Exercised - - - - Forfeited - - - - Expired - - - - As of December 31, 2022 11,909 $ 234.02 6.9 $ - Exercisable at December 31, 2022 11,301 $ 239.73 6.9 $ - Vested and expected to vest at December 31, 2022 10,026 $ 256.90 6.9 $ - December 31, 2021 Weighted- Average Weighted- Average Remaining Contractual Life Intrinsic Options Price (Years) Value As of December 31, 2020 4,654 $ 553 9.3 511,518 Granted 3,685 193 10.0 - Exercised - - - - Forfeited - - - - Expired - - - - As of December 31, 2021 8,339 $ 391 8.7 $ 87,553 Exercisable at December 31, 2021 2,682 $ 1,004 8.3 $ 46,449 Vested and expected to vest at December 31, 2021 8,303 $ 391 8.7 $ 86,703 |
Schedule of Assumption used for Fair Value of Option | Schedule of Assumption used for Fair Value of Option Year Ended December 31, 2022 Weighted-average risk-free interest rate 1.70 % Weighted-average expected life (in years) 5.5 Expected dividend yield - % Weighted-average expected volatility 131 % |
Schedule of Unrecognized Stock-based Compensation | Unrecognized stock-based compensation as of December 31, 2022, is as follows (in thousands): Schedule of Unrecognized Stock-based Compensation Weighted Average Unrecognized Stock-Based Remaining Compensation (in years) Stock options $ 347 1.4 Stock grants 26 1.5 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation Statutory Federal Income Tax Provision to Actual Income Tax Benefit | The following is a reconciliation of the expected statutory federal income tax provision to the actual income tax expense: Schedule of Reconciliation Statutory Federal Income Tax Provision to Actual Income Tax Benefit 2022 2021 December 31, 2022 2021 Federal statutory rate (21.0 )% (21.0 )% State taxes, net of federal benefit (3.7 )% (4.7 )% Return to provision (0.7 )% 0.0 % Equity related expenses 1.9 % (1.7 )% Tax exempt income (0.0 )% (2.2 % Change in valuation allowance 23.5 % 29.6 % Total income tax expense 0.0 % 0.0 % 2022 2021 December 31, 2022 2021 Pre-tax book income tax at statutory rate $ (2,531 ) $ (1,843 ) State taxes, net of federal benefit (450 ) (409 ) Return to provision (86 ) - Equity related expenses 229 (146 ) Change in valuation allowance 2,845 2,587 Other (7 ) (189 ) Total income tax expense $ - $ - |
Schedule of Significant Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands): Schedule of Significant Components of Deferred Tax Assets and Liabilities 2022 2021 December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 53,842 $ 52,559 Stock-based compensation 3,099 3,006 Federal R&D credit 2,222 2,222 Accrued expenses 101 156 Capitalized research expenses 1,448 - Intangibles 347 216 Right of use asset/liabilities 12 3 Other 2 0 Total deferred tax assets 61,073 58,162 Deferred tax liabilities: Depreciation (287 ) (221 ) Right of Use Asset/Liabilities - - Total deferred tax liabilities (287 ) (221 ) Less valuation allowance (60,786 ) (57,941 ) Net deferred tax liability $ - $ - |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Schedule of Operating Lease Future Minimum Payments | Operating lease future minimum payments together with the present values as of December 31, 2022, are summarized as follows: Schedule of Operating Lease Future Minimum Payments December 31, 2023 $ 870 2024 896 2025 194 2026 127 2027 131 Beyond 539 Total future minimum lease payments 2,757 Less amounts representing interests (398 ) Present value of lease liability 2,359 Current-portion of operating lease liability 738 Long-term portion operating lease liability $ 1,621 |
Schedule of Basic and Diluted L
Schedule of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (12,039) | $ (9,309) |
Net loss, effect of dilutive warrant securities | (2,807) | (696) |
Net loss, diluted calculation | (14,846) | (10,005) |
Deemed dividend and accretion of a discount, basic calculation | (4,450) | |
Deemed dividend and accretion of a discount, effect of dilutive warrant securities | ||
Deemed dividend and accretion of a discount, diluted calculation | (4,450) | |
Net loss attributable to common stockholders, basic calculation | (16,489) | (9,309) |
Net loss attributable to common stockholders, effect of dilutive warrant securities | (2,807) | (696) |
Net loss attributable to common stockholders, diluted calculation | $ (19,296) | $ (10,005) |
Number of shares used in per common share calculations: basic calculation | 301,610 | 246,919 |
Number of shares used in per common share calculations: effect of dilutive warrant securities | 15,713 | 3,782 |
Number of shares used in per common share calculations: diluted calculation | 317,323 | 250,701 |
Net loss, basic calculation | $ (39.92) | $ (37.70) |
Net loss, effect of dilutive warrant securities | (6.87) | (2.21) |
Net loss, diluted calculation | (46.79) | (39.91) |
Deemed dividend and accretion of a discount, basic calculation | (14.75) | |
Deemed dividend and accretion of a discount, effect of dilutive warrant securities | 0.73 | |
Deemed dividend and accretion of a discount, diluted calculation | (14.02) | |
Net loss attributable to common stockholders, basic calculation | (54.67) | (37.70) |
Net loss attributable to common stockholders, effect of dilutive warrant securities | (6.14) | (2.21) |
Net loss attributable to common stockholders, diluted calculation | $ (60.81) | $ (39.91) |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||
Feb. 10, 2023 | Jan. 10, 2023 | Dec. 20, 2022 | Oct. 17, 2022 | Nov. 24, 2021 | Feb. 25, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 06, 2023 | |
Product Information [Line Items] | |||||||||||
Reverse stock split, description | 1 for 100 reverse stock split | ||||||||||
Net loss | $ 12,039,000 | $ 9,309,000 | |||||||||
Net cash used in operations | 10,263,000 | 10,127,000 | |||||||||
Retained earnings (accumulated deficit) | 262,455,000 | 250,416,000 | |||||||||
Stock issued in public offering, units | 4,656 | ||||||||||
Proceeds from public offering | $ 4,700,000 | ||||||||||
Other income | $ 500,000 | 500,000 | |||||||||
Reduction of stockholders equity | 500,000 | ||||||||||
Increase in loss | $ 500,000 | ||||||||||
Accounts Payable | $ 200,000 | ||||||||||
Leasehold improvements useful lives | Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease term, generally five years | ||||||||||
Impairment loss for definite-lived intangible assets | $ 0 | ||||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Commercial Customer and Government Agencies [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Concentration risk percentage | 79% | ||||||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Commercial Customer and Government Agencies [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Concentration risk percentage | 66% | ||||||||||
Subsequent Event [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Stock issued in public offering, units | 2,150,000 | ||||||||||
Sale of stock, description of transaction | the Company closed on a public offering of 2,150,000 units, with each unit consisting of one share of common stock, or one pre-funded warrant to purchase one share of its common stock, one Class C Warrant with each warrant to purchase one share of common stock, and one half of one Class D Warrant with each whole warrant to purchase one share of common stock | ||||||||||
Sale of stock price | $ 5.60 | $ 1 | |||||||||
Net proceeds from sale of stock | $ 15,000,000 | ||||||||||
Subsequent Event [Member] | Common Stock Warrants [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Stock issued in public offering, units | 86,000 | ||||||||||
Gross proceeds from sale of stock | $ 12,000,000 | ||||||||||
Net proceeds from sale of stock | $ 10,900,000 | ||||||||||
Maximum [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Property and equipment, estimated useful lives | 5 years | ||||||||||
Minimum [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Property and equipment, estimated useful lives | 3 years | ||||||||||
Maxim Group LLC [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Sale of stock, description of transaction | Under the terms of the 2021 Distribution Agreement, Maxim will be entitled to a transaction fee at a fixed rate of 2.0% of the gross sales price of Shares sold under the 2021 Distribution Agreement | ||||||||||
Gross proceeds from sale of stock | $ 15,000,000 | ||||||||||
2019 ATM Equity Distribution Agreement [Member] | Maxim Group LLC [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Stock offering expense | $ 34,000 | ||||||||||
Stock issued in public offering, units | 3,544 | ||||||||||
Number of shares sold, value | $ 800,000 | ||||||||||
2019 ATM Equity Distribution Agreement [Member] | Maxim Group LLC [Member] | Maximum [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Stock offering expense | $ 2,500,000 | ||||||||||
2021 ATM Equity Distribution Agreement [Member] | Maxim Group LLC [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Sale of stock, description of transaction | The Offering will terminate upon the earlier of (i) the sale of shares having an aggregate offering price of $2.0 million, (ii) the termination by either Maxim or the Company upon the provision of fifteen (15) days written notice, or (iii) February 25, 2024. Under the terms of the 2021 Distribution Agreement, Maxim will be entitled to a transaction fee at a fixed rate of 2.0% of the gross sales price of Shares sold under the 2021 Distribution Agreement. The Company will also reimburse Maxim for certain expenses incurred in connection with the 2021 Distribution Agreement and agreed to provide indemnification and contribution to Maxim with respect to certain liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended. As of December 30, 2022, there have been no sales of shares of common stock under the 2021 Distribution Agreement | ||||||||||
2021 ATM Equity Distribution Agreement [Member] | Maxim Group LLC [Member] | Maximum [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Stock offering expense | $ 2,000,000 |
Schedule of Business Acquisitio
Schedule of Business Acquisition Purchase Price Allocation (Details) - Technology Assessmentand Transfer, Inc. [Member] $ in Thousands | Jun. 30, 2022 USD ($) |
Current assets | |
Cash and cash equivalents | $ 303 |
Accounts and other receivables, net of allowance | 193 |
Prepaid expenses and other receivables, net of allowance | 14 |
Total current assets | 510 |
Property and equipment, net | 599 |
Operating lease right of use asset | 521 |
Other long-term assets | 7 |
Total assets | 1,637 |
Current liabilities | |
Accounts payable | 105 |
Accrued liabilities | 241 |
Current portion of debt | 6 |
Current portion of related party debt | 242 |
Current portion of operating lease liability | 179 |
Total current liabilities | 773 |
Debt, net of current portion | 393 |
Related party debt, net of current portion | 107 |
Operating lease liability, net of current portion | 342 |
Total liabilities | 1,615 |
Net assets acquired | $ 22 |
Schedule of Proforma Unaudited
Schedule of Proforma Unaudited Revenue and Net Loss (Details) - Technology Assessmentand Transfer, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Revenue | $ 2,150 | $ 2,086 |
Net loss | $ (12,055) | $ (9,844) |
Business Acquisition (Details N
Business Acquisition (Details Narrative) | Jun. 30, 2022 USD ($) |
Technology Assessmentand Transfer, Inc. [Member] | |
Business Acquisition [Line Items] | |
Loan obligations | $ 760,000 |
Schedule of Components of Inven
Schedule of Components of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 552 | $ 411 |
WIP | 94 | 134 |
Finished goods | 91 | 52 |
Inventory net | $ 737 | $ 597 |
Schedule of Components of Prope
Schedule of Components of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 8,003 | $ 6,000 |
Less: accumulated depreciation | (2,312) | (1,975) |
Property and equipment, net | 5,691 | 4,025 |
Manufacturing and Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,192 | 4,286 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 951 | 936 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 741 | 696 |
Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 119 | $ 82 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 335 | $ 185 |
Property and equipment, gross | 8,003 | 6,000 |
Purchase of equipment | 1,405 | 3,744 |
SINTX Armor [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Purchase of equipment | 4,300 | |
Manufacturing and Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 6,192 | $ 4,286 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Trademarks | $ 50 | $ 50 |
Less: accumulated amortization | (24) | (19) |
Intangible assets,net | $ 26 | $ 31 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 5 | $ 5 |
Schedule of Financial Liabiliti
Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis by Level Within Fair Value Hierarchy (Details) - Fair Value, Recurring [Member] - Common Stock Warrants [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 5,126 | $ 347 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 5,126 | $ 347 |
Schedule of Fair Value Measurem
Schedule of Fair Value Measurement Hierarchy of Derivative Liability (Details) - Common Stock Warrants [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Beginning balance | $ (347) | $ (1,238) |
Change in fair value | 2,807 | 696 |
Exercise of warrants | 195 | |
Issuance of derivatives | (7,586) | |
Ending balance | $ (5,126) | $ (347) |
Schedule of Assumptions Used in
Schedule of Assumptions Used in Estimating Fair Value (Details) - Common Stock Warrants [Member] - Black-Scholes-Merton Valuation Model [Member] | Dec. 31, 2022 | Dec. 31, 2021 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 3.99 | 0.06 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 4.42 | 0.97 |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Weighted-average expected life | 25 days | 25 days |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Weighted-average expected life | 4 years 9 months 18 days | 3 years 1 month 6 days |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | ||
Measurement Input, Option Volatility [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 103.6 | 71.5 |
Measurement Input, Option Volatility [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 243 | 126.5 |
Schedule of Accrued Liabilities
Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Payroll and related expenses | $ 524 | $ 724 |
Accrued payables | 464 | |
Other | 630 | 426 |
Accrued liabilities | $ 1,618 | $ 1,150 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Nov. 24, 2021 | Jul. 20, 2021 | Jan. 05, 2021 | Apr. 28, 2020 | Oct. 01, 2018 | Dec. 31, 2022 | Jun. 30, 2022 | Jun. 14, 2022 | Mar. 15, 2021 | |
Short-Term Debt [Line Items] | |||||||||
Debt term | 36 months | ||||||||
Debt interest rate | 10% | ||||||||
Wells Fargo [Member] | Revolving Credit Facility [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Line of credit | $ 0 | ||||||||
2020 PPP Loan [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt principal amount | $ 400,000 | ||||||||
Debt forgiven amount percentage | 60% | ||||||||
Forgiveness of debt | $ 400,000 | ||||||||
2021 PPP Loan [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt principal amount | $ 500,000 | ||||||||
Forgiveness of debt | $ 500,000 | ||||||||
Loan payable | $ 500,000 | ||||||||
Business Loan [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt principal amount | $ 350,000 | ||||||||
Loan down payment | 35,000 | ||||||||
Debt principal and interest | $ 1,754 | ||||||||
Debt term | 30 years | ||||||||
Debt interest rate | 3.75% | ||||||||
Debt outstanding balance | $ 315,000 | ||||||||
Personal Loans [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt principal amount | $ 350,000 | ||||||||
Debt Instrument, Payment Terms | The Company agreed to repay the outstanding balance of the Personal Loans in (i) 24 equal monthly installments beginning September 1, 2022 and each month thereafter until paid in full as one prior owner’s portion of the Personal Loans totaling $157,000, and (ii) for the other owner’s portion of the Personal Loans totaling $193,000. | ||||||||
Due to related parties | $ 212,000 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | Oct. 17, 2022 | Feb. 25, 2021 |
Class of Warrant or Right [Line Items] | ||
Notification received from stock market, description | On October 17, 2022, the Company completed a rights offering (the “Rights Offering”) to holders of the Company’s Series B Preferred Shares, Series C Preferred Shares, and warrants issued March 6, 2018, May 8, 2018, May 14, 2018, and February 6, 2020 (collectively, the “Security Holders”) for subscriptions of 4,656 rights resulting in gross proceeds to the Company of approximately $4.7 million | |
Sale of stock, number of shares issued in transaction | 4,656 | |
Proceeds from issuance of offering | $ 4.7 | |
Shares issued, price per share | $ 1,000 | |
Preferred stock, par or stated value per share | 1,000 | |
Class of warrant or right, exercise price of warrants or rights | 15.102 | |
Maxim Group LLC [Member] | ||
Class of Warrant or Right [Line Items] | ||
Aggregate offering price | $ 15 | |
Sale of stock, description of transaction | Under the terms of the 2021 Distribution Agreement, Maxim will be entitled to a transaction fee at a fixed rate of 2.0% of the gross sales price of Shares sold under the 2021 Distribution Agreement | |
2021 Equity Distribution Agreement [Member] | Maxim Group LLC [Member] | ||
Class of Warrant or Right [Line Items] | ||
Aggregate offering price | $ 2 | |
Class A Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right, exercise price of warrants or rights | $ 15.102 | |
Class of warrant or right, number of securities called by warrants or rights | 66 | |
Warrants and rights outstanding, term | 5 years | |
Class B Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right, number of securities called by warrants or rights | 66 | |
Warrants and rights outstanding, term | 3 years |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Options outstanding at beginning | 8,339 | 4,654 |
Weighted average exercisable price | $ 391 | $ 553 |
Weighted average remaining contractual terms (years), outstanding at beginning | 8 years 8 months 12 days | 9 years 3 months 18 days |
Intrinsic value, outstanding at beginning of period | $ 87,553 | $ 511,518 |
Options, granted | 3,570 | 3,685 |
Weighted average exercise price, granted | $ 44.60 | $ 193 |
Weighted average remaining contractual terms (years), granted | 10 years | 10 years |
Options, exercised | ||
Weighted average exercise price, exercised | ||
Options, forfeited | ||
Weighted average exercise price, forfeited | ||
Options, expired | ||
Weighted average exercise price, expired | ||
Options, outstanding at end | 11,909 | 8,339 |
Weighted average exercise price, outstanding at end of period | $ 234.02 | $ 391 |
Weighted average remaining contractual terms (years), outstanding at ending | 6 years 10 months 24 days | 8 years 8 months 12 days |
Intrinsic value, outstanding at end of period | $ 87,553 | |
Options, exercisable at end | 11,301 | 2,682 |
Weighted average exercise price, exercisable at end of period | $ 239.73 | $ 1,004 |
Weighted average remaining contractual terms (years), exercisable | 6 years 10 months 24 days | 8 years 3 months 18 days |
Intrinsic value, exercisable at end of period | $ 46,449 | |
Vested and expected to vest at end | 10,026 | 8,303 |
Weighted average exercise price, vested and expected to vest at end | $ 256.90 | $ 391 |
Weighted average remaining contractual terms (years), vested and expected to vest | 6 years 10 months 24 days | 8 years 8 months 12 days |
Intrinsic value, vested and expected to vest end of period | $ 86,703 |
Schedule of Assumption used for
Schedule of Assumption used for Fair Value of Option (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Weighted-average risk-free interest rate | 1.70% |
Weighted-average expected life (in years) | 5 years 6 months |
Expected dividend yield | |
Weighted-average expected volatility | 131% |
Schedule of Unrecognized Stock-
Schedule of Unrecognized Stock-based Compensation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Share-Based Payment Arrangement, Option [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Unrecognized stock-based compensation | $ 347 |
Weighted average remaining of recognition | 1 year 4 months 24 days |
Employee Stock Grants [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Unrecognized stock-based compensation | $ 26 |
Weighted average remaining of recognition | 1 year 6 months |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||
Options granted | 3,570 | 3,685 | |
Number of stock options outstanding | 11,909 | 8,339 | 4,654 |
Equity Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Options granted | 3,570 | ||
Number of stock options outstanding | 11,909 | ||
Equity Option [Member] | Non-executive [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Options granted | 600 | ||
Number of stock options outstanding | 3,550 | ||
Share-Based Payment Arrangement, Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Fair value of options granted | $ 0.2 |
Schedule of Reconciliation Stat
Schedule of Reconciliation Statutory Federal Income Tax Provision to Actual Income Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | (21.00%) | (21.00%) |
State taxes, net of federal benefit | (3.70%) | (4.70%) |
Return to provision | (0.70%) | 0% |
Equity related expenses | 1.90% | (1.70%) |
Tax exempt income | (0.00%) | (2.20%) |
Change in valuation allowance | 23.50% | 29.60% |
Total income tax expense | 0% | 0% |
Pre-tax book income tax at statutory rate | $ (2,531) | $ (1,843) |
State taxes, net of federal benefit | (450) | (409) |
Return to provision | (86) | |
Equity related expenses | 229 | (146) |
Change in valuation allowance | 2,845 | 2,587 |
Other | (7) | (189) |
Total income tax expense |
Schedule of Significant Compone
Schedule of Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 53,842 | $ 52,559 |
Stock-based compensation | 3,099 | 3,006 |
Federal R&D credit | 2,222 | 2,222 |
Accrued expenses | 101 | 156 |
Capitalized research expenses | 1,448 | |
Intangibles | 347 | 216 |
Right of use asset/liabilities | 12 | 3 |
Other | 2 | 0 |
Total deferred tax assets | 61,073 | 58,162 |
Deferred tax liabilities: | ||
Depreciation | (287) | (221) |
Right of Use Asset/Liabilities | ||
Total deferred tax liabilities | (287) | (221) |
Less valuation allowance | (60,786) | (57,941) |
Net deferred tax liability |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 215.8 | $ 210.7 |
Operating loss carry forward expiration, description | The federal and state net operating loss carryforwards will expire from 2023 to 2037 unless previously utilized | |
Interest or penalties | $ 0 | 0 |
Tax valuation allowance increased | $ 2.8 | $ 2.6 |
401(k) Plan (Details Narrative)
401(k) Plan (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Retirement contributions | $ 0.1 | $ 0.1 |
Note Receivable (Details Narrat
Note Receivable (Details Narrative) $ in Millions | Oct. 01, 2018 USD ($) |
Receivables [Abstract] | |
Non interest bearing note receivable | $ 6 |
Payable term | 36 months |
Maturity date | Oct. 01, 2021 |
Imputed interest rate | 10% |
Schedule of Operating Lease Fut
Schedule of Operating Lease Future Minimum Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | ||
2023 | $ 870 | |
2024 | 896 | |
2025 | 194 | |
2026 | 127 | |
2027 | 131 | |
Beyond | 539 | |
Total future minimum lease payments | 2,757 | |
Less amounts representing interests | (398) | |
Present value of lease liability | 2,359 | |
Current-portion of operating lease liability | 738 | $ 500 |
Long-term portion operating lease liability | $ 1,621 | $ 1,898 |
Leases (Details Narrative)
Leases (Details Narrative) $ in Thousands | 12 Months Ended | ||
Aug. 19, 2021 ft² | Dec. 31, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Lessee, operating lease, description | the Company leases 29,534 square feet of office, warehouse and manufacturing space under a single operating lease. | ||
Area of land | ft² | 29,534 | ||
Lease term extend | This lease expires at the end of 2024. The lease has two five-year extension options | ||
Operating lease right-of-use assets | $ 2,309 | $ 2,385 | |
Operating lease liability | 2,359 | ||
Non-cash operating lease expense | $ 600 | ||
Operating lease, weighted average discount rate, percent | 6.50% | ||
Technology Assessment and Transfer, Inc. (TA&T) [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Lease term extend | The leases have various expiration dates ranging from July 2023 through April 2025 | ||
Industrial Lease Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Lessee, operating lease, description | The term of the SINTX Armor Lease is 122 months through October 2031 | ||
Area of land | ft² | 10,936 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 10, 2023 | Jan. 10, 2023 | Oct. 17, 2022 | Jan. 06, 2023 |
Subsequent Event [Line Items] | ||||
Stock issued in public offering, units | 4,656 | |||
Warrants exercise price | $ 15.102 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Sale of stock, description | the Company closed on a public offering of 2,150,000 units, with each unit consisting of one share of common stock, or one pre-funded warrant to purchase one share of its common stock, one Class C Warrant with each warrant to purchase one share of common stock, and one half of one Class D Warrant with each whole warrant to purchase one share of common stock | |||
Stock issued in public offering, units | 2,150,000 | |||
Sale of stock price | $ 5.60 | $ 1 | ||
Warrants exercise price | $ 5.60 | |||
Warrants issuance, description | The Class C Warrants expire five years from the date of issuance and the Class D Warrants expire three years from the date of issuance. The shares of common stock (or pre-funded warrants in lieu thereof) and accompanying warrants were only purchasable together in this offering but were issued separately and were immediately separable upon issuance. | |||
Net proceeds from sale of stock | $ 15,000 | |||
Equity distribution impact, description | Because the company’s public float is less than $75 million, we may not sell securities over a 12 month period in an amount greater than one-third of our public | |||
Equity distribution amount | $ 3,270 | |||
Share price | $ 2.68 | |||
Subsequent Event [Member] | Common Stock Warrants [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock issued in public offering, units | 86,000 | |||
Gross proceeds from sale of stock | $ 12,000 | |||
Net proceeds from sale of stock | $ 10,900 |